Common use of Subordination to and Incorporation of the Lease Clause in Contracts

Subordination to and Incorporation of the Lease. 5.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, and to all matters to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, (i) Sublandlord shall be substituted for all references to Landlord under the Lease, and (ii) Subtenant shall be substituted for the "Tenant" under the Lease, except that any terms of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease shall be deemed deleted from the Lease and shall have no force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding the foregoing, the following provisions of the Lease shall not be incorporated in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.

Subordination to and Incorporation of the Lease. 5.1. (a) This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, Lease and to all the matters to which the Lease Lease, including any amendments thereto, is subject and or shall be subordinate. Subtenant shall indemnify Sublandlord foragrees that Subtenant has reviewed and is familiar with the Lease, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained will not do or incurred by Sublandlord by reason of Subtenant's failure to keep, observe suffer or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part permit anything to be keptdone which would result in a default or breach (whether or not subject to notice or grace periods) on the part of Sublandlord, observed or performed as tenant, under the Lease or cause the Lease to be terminated. Sublandlord agrees that Sublandlord will not do or suffer or permit anything to be done which would result in a Default on the extent same part of Sublandlord (as tenant), under the Lease. If, however, the Lease is terminated prior to its scheduled expiration for any reason whatsoever, including a voluntary termination, then except as may otherwise be expressly provided for in the Consent from Landlord, this Sublease shall have been incorporated hereinlikewise terminate, without further notice and without further obligation or otherwise arising out of or with respect to Subtenant's use and occupancy liability on the part of the Sublease Premises from and after the Sublease Commencement Dateparties. 5.2. (b) Except as otherwise expressly provided in, or otherwise inconsistent with, in this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in of the Lease are incorporated in into this Sublease by reference, reference and are made a part hereof as if herein fully set forth at lengthherein and shall constitute the terms of this Sublease, (i) mutatis mutandis, Sublandlord shall be being substituted for all references to Landlord under the Lease, “Landlord” thereunder and (ii) Subtenant shall be being substituted for the "“Tenant" under the Lease” thereunder, except to the extent that any such terms of do not relate to the Lease that Subleased Premises or are inapplicable, inconsistent withinapplicable to, or specifically modified byinconsistent with, the terms of this Sublease Sublease, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Landlord, and all references in the Lease to landlord-provided functions, services and/or allowances, or to landlord insurance requirements, including the preparation of Annual Estimates and Annual Statements of Operating Expenses pursuant to Section 5 (Operating Expense Payments), Section 11 (Utilities and Services; Emergency Generator; Service Interruptions), Section 13 Landlord’s Repairs, Section 17(a) Landlord’s Insurance, Section 18 (Restoration) and Section 19 (Eminent Domain) shall continue to be references to Landlord and not to Sublandlord. Nothing in this Section 3 shall be deemed deleted from diminished or impaired by reason of any repetition anywhere in this Sublease expressly referring to specific incorporation by reference in the Lease and shall have no force and effect as between Sublandlord and SubtenantSublease of any provision of the Lease. 5.3. Notwithstanding the foregoing, the (c) The following provisions of the Original Lease shall not be incorporated in herein by reference and are expressly excluded from the terms of this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and Section 1 ( except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Leasesecond sentence thereof, which default remains uncured; (ivis incorporated by reference) Sublandlord holds the entire tenant's interest in the Lease of Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the LeaseSection 2(a), other than matters to which the tenant 2(b), 2(c), 2(d), 2(e) Delivery; Acceptance of Sublandlord as tenant under the Lease is or may be subordinatePremises; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.Commencement Date

Subordination to and Incorporation of the Lease. 5.1. 4.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, Lease and to all matters to which the Lease is subject and subordinate. Sublandlord represents that a true and complete copy of the Lease has been furnished by Sublandlord to Subtenant. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and defend it against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.2. 4.2 Except as otherwise expressly provided provide in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, (i) Sublandlord shall be being substituted for all references to Landlord the "Landlord" under the Lease, and (ii) Subtenant shall be being substituted for the "Tenant" under the Lease, except that any terms of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease shall be deemed deleted from the Lease and shall have no force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding the foregoing, the following provisions of the Lease shall not be incorporated in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except Premises being substituted for a termination thereof permitted "Premises" under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.

Subordination to and Incorporation of the Lease. 5.14.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the LeaseLease (a true and complete copy of which has been furnished by Sublandlord to Subtenant), and to all matters to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Demised Premises from and after the Sublease Commencement Date. 5.24.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Demised Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, (i) Sublandlord shall be substituted for all references to Landlord under the Lease, and (ii) Subtenant shall be substituted for the "Tenant" under the Lease, except ; provided that any terms of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease shall be deemed deleted from the Lease and shall have no force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding the foregoing, the following provisions portions of the Lease shall not so be incorporated in this Subleaseherein: "Basic Lease Provisions", Section 1, Section 28, Section 34, Section 38, Section 39(a) and (i) the First Amendment (other than Paragraph 7 thereoff), (ii) the Second AmendmentXxxxxxx 00, Xxxxxxx 00, Xxxxxxx 00(x),(x),(x),(x)-(x), Section 70, Section 76, and (iii) Articles 21Exhibits A, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant forB, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent C; provided further that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term purposes of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.Agreement:

Subordination to and Incorporation of the Lease. 5.14.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the LeaseLease (a true and complete copy of which has been furnished by Sublandlord to Subtenant), and to all matters to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Subleased Premises from and after the Sublease Commencement Date. 5.24.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Subleased Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, (i) except for the references to "Landlord" in the specific sections of the Lease referred to in Section 4.3 hereof, Sublandlord shall be substituted for all references to Landlord the "Landlord" under the LeaseLease to the extent that the reference to Landlord is in its capacity as landlord under the Lease and not in any other capacity, and (ii) Subtenant shall be substituted for the "Tenant" under the Lease, and (iii) Subleased Premises shall be substituted for "demised premises" under the Lease, except that any terms the following provisions of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease and any references to such provisions shall be deemed deleted from the Lease therefrom and shall have no force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding the foregoing, the following provisions of the Lease shall not be incorporated in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) with respect to the Initial Lease: Article 1, Article 2, Section 3.01(b), Article 21, Article 24, Section 43.09, Article 44, Schedule A, Schedule A-1, Schedule C, and Schedule D; and (ii) with respect to the First Amendment: Section 2, Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Exhibit A, Exhibit B, and Exhibit C. 4.3. The references to "Landlord" in the Initial Lease in Article 3, Article 4, Article 5, Article 6, Article 7, Article 8, Article 10, Article 13, Article 14, Article 16, Section 22.01, Article 25, Article 31, Article 36, Article 39, Article 40, Article 42, Article 45, shall continue to refer to the Prime Landlord. The references to "Landlord" in Article 9, Article 11, Article 15, Article 17, Article 18, Article 19, Article 20, Article 26, Article 27, Article 28, Article 29, Article 30, Article 32, Article 34, and Article 35 of the Initial Lease shall be deemed to refer collectively to the Prime Landlord and Sublandlord. 4.4. Sublandlord represents that as of the date hereof, the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by effect. Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) represents that Sublandlord has not received as of the date hereof any notice of default by Sublandlord as tenant from the Landlord under the Lease, and has not, to the best of its knowledge, done or suffered or caused to be done any acts which default remains uncured; (iv) would result in any cancellation, forfeiture, or termination of the Lease. Sublandlord holds the entire tenantcovenants that Sublandlord's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012unencumbered. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.

Subordination to and Incorporation of the Lease. 5.1. 8.1 This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, Lease and to all matters instruments, laws, rules, regulations and private restrictions to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' ’ fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's ’s failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's ’s part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's ’s use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.2. 8.2 Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, and (i) as if the word “Lease” or “lease” or words of similar import, wherever the same appear in the Lease, were construed to mean this “Sublease”, (ii) Sublandlord shall be substituted for is hereby entitled to all references to the rights, privileges and benefits of the Landlord under the LeaseLease and may enforce the terms and conditions of the Lease against the Subtenant as if the Subtenant were the “Tenant” thereunder, and (iiiii) Subtenant shall be substituted for the "“Tenant" ” under the Lease, and (iv) Premises shall be substituted for “demised premises” under the Lease, except that any terms notwithstanding anything contained in this Section 8.2 to the contrary, the following provisions of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease and any references to such provisions shall be deemed deleted from the Lease therefrom and shall have no force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding the foregoing, the following provisions of the Lease shall not be incorporated in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.

Subordination to and Incorporation of the Lease. 5.1. This Sublease is in all respects shall be expressly subject and subordinate to all of the terms terms, provisions, covenants and conditions of the Lease. Except as provided in this Section 4, and to or elsewhere in this Sublease, all matters to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, agreements and conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are hereby incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, (i) Sublandlord shall be substituted for all references to Landlord under the Lease, and (ii) Subtenant shall be substituted for the "Tenant" under the Lease, except that any terms of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease shall be deemed deleted from with the Lease and shall have no same force and effect as between Sublandlord and Subtenant. 5.3. Notwithstanding though set forth in full herein, except that the foregoingprovisions as to the Base Rent payable by Sublessor to the Landlord, the following provisions of Sections 1.1 and 1.3 and Articles 2, 3, 14, 19, 24, 45, 46, 48 and 49 of the Lease shall Lease, the Landlord's Work letters and such other terms, covenants and conditions as are not be relevant or applicable or are specifically inconsistent with the terms hereof (collectively, the "Excluded Provisions") are not incorporated in this Sublease: herein. Wherever the term (i) "Tenant" occurs in the First Amendment (other than Paragraph 7 thereof)Lease the same shall be deemed to refer to Sublessee herein, (ii) "Landlord" occurs in the Second AmendmentLease the same shall be deemed to refer to both the Landlord and the Sublessor, and (iii) Articles 21, 28, 32 "Premises" occurs in the Lease the same shall be deemed to refer to the Sublet Space and 47 (iv) "this Lease" occurs in the Lease the same shall be deemed to refer to this Sublease. A true and complete copy of the Original Lease. 5.4. Sublandlord Lease has been furnished to Sublessee, and Sublessee covenants and agrees that it will not voluntarily cancel or surrender to observe and perform in respect of the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and Sublet Space all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, covenants and conditions and obligations on Sublandlord's contained in the Lease upon the part of the tenant therein named to be kept, observed or performed performed, except for the Excluded Provisions. Sublessee agrees not to do or, to the extent reasonably within its control, to suffer or permit anything to be done which would result in a default under the Lease to the extent that any such failure results in the termination of the Lease. 5.5. Sublandlord represents that: (i) or cause the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012terminated. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.

Subordination to and Incorporation of the Lease. 5.18.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, Lease and to all matters instruments, laws, rules, regulations and private restrictions to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless ham1less from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed perf01med under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.28.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, and (i) as if the word "Lease" or "lease" or words of similar import, wherever the same appear in the Lease, were construed to mean this "Sublease", (ii) Sublandlord shall be substituted for is hereby entitled to all references to the rights, privileges and benefits of the Landlord under the LeaseLease and may enforce the tem1s and conditions of the Lease against the Subtenant as if the Subtenant were the "Tenant" thereunder, and (iiiii) Subtenant shall be substituted for the "Tenant" under the Lease, and (iv) Premises shall be substituted for "demised premises"under the Lease, except that any terms the following provisions of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease and any references to such provisions shall be deemed deleted from the Lease therefrom and shall have no force and effect as between Sublandlord and Subtenant.: Articles/Sections: 1.1, 1.2, 1.3, 2. 1.1, 2.1.2, 2.3, 2.4, 2.5, 2.6. 1, 2.8.2 (first, sixth and seventh sentences), 2.8.6, 3. 1, 3.2, 3.3, 3.5, 3.6, 3.7, 4.1, 4.2(C), 4.2(0), 4.3, 4.4, 5.1, 5.6.1, 5.6.5(g), 5.14 (first sentence and sixth grammatical paragraph, subparagraph s (i)-(iv)), 6.1, 6.3 (regarding any right of Subtenant to tem1inate the Sublease), 6.3 (third grammatical paragraph), 6.4(second grammatical paragraph), 8.8. 8.11, 8.12, 8.15 (regarding any right of Subtenant to receive an SNDA), 8.20, 8.21, 8.24, 8.26A, 8.26C, 8.27, 8.29, 8.30, 8.31. Exhibits: X-0, X, X, X, X, X, X, X, X, X, X. 5.38.3. Notwithstanding If any of the foregoing, express provisions of this Sublease shall conflict with any of the following provisions of the Lease incorporated by reference, such conflict shall not be incorporated resolved in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 every instance in favor of the Original Leaseexpress provisions of the Sublease. 5.48.4. Sublandlord covenants Subtenant may peaceably and agrees that it will not voluntarily cancel or surrender quietly enjoy the Premises subject and subordinate to the terms of this Sublease and to the terms of the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent to any modification, amendment or supplement to the Lease which will deprive Subtenant of its rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Leaseincorporated herein. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.

Subordination to and Incorporation of the Lease. 5.14.1. This Sublease is in all respects subject and subordinate to the terms and conditions of the Lease, Lease and to all matters to which the Lease is subject and subordinate. Subtenant shall indemnify Sublandlord for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Sublandlord by reason of Subtenant's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent same shall have been incorporated herein, or otherwise arising out of or with respect to Subtenant's use and occupancy of the Sublease Premises from and after the Sublease Commencement Date. 5.24.2. Except as otherwise expressly provided in, or otherwise inconsistent with, this Sublease, or to the extent not applicable to the Sublease Premises, the terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and agreements contained in the Lease are incorporated in this Sublease by reference, and are made a part hereof as if herein set forth at length, and (i) as if the word "Lease" or "lease" or words of similar import, wherever the same appear in the Lease, were construed to mean this "Sublease", (ii) Sublandlord shall be substituted for all references to Landlord the "Landlord' under the Lease, and (iiiii) Subtenant shall be substituted for the "Tenant" under the Lease, and (iv) Premises shall be substituted for "Demised Premises" under the Lease, except that any terms the following provisions of the Lease that are inapplicable, inconsistent with, or specifically modified by, the terms of this Sublease and any references to such provisions shall be deemed deleted from the Lease therefrom and shall have no force and effect as between Sublandlord and Subtenant: Sections 1.01, 2.01, 3.10 (second paragraph), 8.03(i), 8.04, 24.01, 25.06(a)(i) and (iii), 25.06(b), (c) and (d), Articles 42, 44, 47.01, Schedules C, E, F, H, M, O and P of the original lease dated July 17, 1992 between Owner and Sublandlord; Sections 2(a), 2(b)(v), 3(b) through 3(g), 4(a), 5, 6(a), (b), 7, 10(a), 11, 12(b)(i)(and any references to a specific monetary amount), 13, 14, 15, 16, 18, 19, 20(e) of the Modification Agreement. 5.34.3. If any of the express provisions of this Sublease shall conflict with any of the provisions of the Lease incorporated by reference, such conflict shall be resolved in every instance in favor of the express provisions of the Sublease. 4.4. Subtenant may peaceably and quietly enjoy the Premises subject and subordinate to the terms of this Sublease and to the terms of the Lease, to the extent incorporated herein. 4.5. Anything herein to the contrary notwithstanding, Sublandlord shall have no obligation to reimburse Subtenant for any costs under Section 4.03 of the Original Lease unless and until Sublandlord actually receives payment of such costs from Owner pursuant to said Section 4.03. In addition, Subtenant shall not be entitled to offset any costs or expenses under said Section 4.03 unless Sublandlord has received payment from the Owner and failed to remit such payment to Subtenant. 4.6. Anything herein to the contrary notwithstanding, to the extent Sublandlord shall actually receive any rent abatement under Section 9(c), (d) and (e) of the Modification Agreement, Subtenant shall be entitled to receive a corresponding rent abatement under this Sublease. Thus, for example, if under Section 9(d), Subtenant receives an abatement equal to one and one-half days, for each day after February 28, 2001 that the 11th and 12th Floors Adjustment Date does not occur, which abatement is actually received by Sublandlord under the terms of the Lease, Subtenant shall receive a corresponding abatement for the same period of one and one-half days of Fixed Rent for the 11 & 12 Premises for each day that the 11th and 12th Floors Adjustment Date has not occurred under Section 16.2 of this Sublease. Notwithstanding the foregoing, the following provisions if Owner has given Sublandlord a notice under Section 9(f) of the Lease Modification Agreement that Owner intends to terminate its obligation to add the 11th and 12th Floors Added Space to the Premises demised under the Lease, Sublandlord shall not agree to waive the penalties (i.e., the rent abatements) under Subparagraph (c) and (d) unless advised by Subtenant within the time required by the Modification Agreement (in which case Subtenant shall not be incorporated in this Sublease: (i) the First Amendment (other than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28, 32 and 47 of the Original Lease. 5.4. Sublandlord covenants and agrees that it will not voluntarily cancel or surrender the Lease, except for a termination thereof permitted under the Lease as a result of casualty or condemnation, or consent entitled to any modificationabatement hereunder). If Subtenant fails to advise Sublandlord to waive such penalties then, amendment or supplement upon the effective date of Landlord's notice of termination, Sublandlord shall have no obligation to deliver the Lease which will deprive 11 & 12 Premises to Subtenant of its and Subtenant shall have no rights or increase Subtenant's obligations under the Sublease to more than a de minimis extent, in each case without the prior written consent of Subtenant, which consent shall not be unreasonably withheld or delayed. Sublandlord shall promptly forward to Subtenant any default or termination notice with respect to the Lease received by Sublandlord. Sublandlord shall indemnify Subtenant for, and shall hold it harmless from and against, any and all losses, damages, penalties, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, which may be sustained or incurred by Subtenant by reason of Sublandlord's failure to keep, observe or perform any of the terms, provisions, covenants, conditions and obligations on Sublandlord's part to be kept, observed or performed under the Lease to the extent that any such failure results in the termination of the Lease11 & 12 Premises. 5.5. Sublandlord represents that: (i) the Lease is in full force and effect in accordance with its terms; (ii) the copy of the Lease previously given by Sublandlord to Subtenant is true and correct and except for the letter dated June 6, 2006 from BP 280 Park Avenue LLC to Triarc Companies, Inc., the Lease hax xxx xxxx xxxxxied, amended or supplemented; (iii) Sublandlord has not received any notice of default by Sublandlord as tenant under the Lease, which default remains uncured; (iv) Sublandlord holds the entire tenant's interest in the Premises under the Lease, free and clear of any liens, claims, mortgages, charges or encumbrances, subleases and occupancies (other than this Sublease and the Lease), other than matters to which the tenant of Sublandlord as tenant under the Lease is or may be subordinate; and (v) the Expiration Date of the Lease is May 31, 2012. 5.6. Subtenant acknowledges that Sublandlord has deposited a letter of credit as security under the Lease and Sublandlord agrees to maintain said security with Prime Landlord during the term of this Sublease. In the event Prime Landlord draws on said security as a result of a default of Subtenant under this Sublease which is a default of Sublandlord under the Lease, Subtenant agrees to indemnify, defend and save Sublandlord harmless from any and all loss or damage which Sublandlord may suffer as a result of Prime Landlord's drawing on such letter of credit.