Common use of Termination of Lease Clause in Contracts

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective Effective as of 5:00 p.m. on the Effective Termination DateDate (defined below), the Lease and the term thereof shall terminate and expire, expire with the same force and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, effect as if said such Effective Termination Date was had originally set forth been specified in the Lease as the expiration termination date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination Term of the Lease. Prior to the Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “except as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise expressly set forth in this Agreement, it is both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed that to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in no event shall Tenant at any time be entitled Section 3 below); (b) surrender of the Premises (including the Lab Area) to receive any other sums from Landlord in connection strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all or any portion duct work and HVAC systems; (c) delivery of a photocopy of the Work Allowance or any reimbursement original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any amounts previously paid Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to such inspection upon Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with written request therefor; Landlord and execute any and all documents required by presently anticipates that such expense will be in the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations Five Thousand Dollars and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementNo/100 ($5,000.00).

Termination of Lease. Attornment: Direct Payment to Landlord. (a) Landlord and Tenant hereby agree that, effective Any Lease Termination (as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession hereinafter defined) prior to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease)Sublease, (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sumsat Landlord’s option either: (i) $7,800,000.00 (terminate the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and Sublease or (ii) $898,662.00, representing the balance operate as an assignment of the proceeds Sublease to Landlord on the terms described herein. Landlord’s option herein may be exercised by written notice to Subtenant within ninety (90) days after Landlord receives written notice of such Lease Termination (or at Landlord’s option such earlier date after Landlord otherwise becomes aware of such Lease Termination, or becomes aware of any circumstances that could result in such Lease Termination if Landlord desires to send a notice to become effective when such Lease Termination occurs). Upon Landlord’s exercise of its right to require an assignment hereunder, Subtenant shall be deemed to have attorned to Landlord and to have recognized Landlord as Subtenant’s landlord under the Sublease, upon the terms and conditions and at the subrent rate specified in the Sublease, and for the then remaining term of the Letter of Credit Sublease, except that Landlord shall not be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds bound by any provision of the Letter of Credit (Sublease which in any way increases Landlord’s duties, obligations or liabilities to Subtenant beyond those owed to Tenant under the “Proceeds”) and Landlord Lease or by any provision giving Subtenant a credit against the subrent. Subtenant agrees to execute and deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time and from time to time, upon the request of Landlord, any instruments which may be entitled necessary or appropriate to receive evidence such attornment. “Lease Termination” means any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceedsevent, which sight draft shall provide for by voluntary or involuntary act or by operation of law, causes the Proceeds Lease to be paid to Landlord’s bank accountterminated, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank cancelled, rejected in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject tobankruptcy, and conditioned uponinsolvency, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes reorganization or other taxes such proceedings, foreclosed against, or similar charges imposed by any federalotherwise come to an end, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, including but not limited to, chapter 5 of title 11 of the United States Code : (the "Bankruptcy Code"), shall be considered i) a breach of this Agreement default by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from of any of the breach terms or provisions thereof; (ii) foreclosure proceedings brought by the holder of this Agreementany mortgage or trust deed to which the Lease is subject, or (iii) the termination of Tenant’s leasehold estate by dispossession proceedings or otherwise.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the This Ground Lease and the term thereof tenancy created under the Ground Lease shall cease and terminate and expireat the end of the Initial Term, and Tenant’s estate in and right or any Extended Term, with at least 180 days written notice from either Lessor or Lessee. Any continued occupancy of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as by Xxxxxx after the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease Term shall survive not operate to renew the termination of the Ground Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On Whenever (i) a material breach of the terms and conditions of this Ground Lease has occurred; and (ii) Lessee has failed to cure such breach as further set forth in the default provisions of Paragraph 24 of this Ground Lease, Lessor may not terminate this Ground Lease until twenty-five (25) years have elapsed from the Commencement Date. Prior to Lessor’s ability to terminate under the circumstances described in this subsection, Lessor will be entitled to any right or prior remedy available to Lessor under this Ground Lease and/or now or hereafter available to Lessor at law and equity, including but not limited to specific performance and injunction and any other actual damages incurred by Lessor as a result of the Termination Date, Tenant agrees material breach and/or Lessee’s failure to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” conditioncure such breach. (c) In consideration of this Agreement and After twenty-five (25) years from the termination of the LeaseCommencement Date have elapsed, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: whenever (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration a material breach of the termination terms and conditions of the this Ground Lease and the other transactions contemplated by this Agreementhas occurred; and (ii) $898,662.00Lessee has failed to cure such breach as further set forth in the default provisions of Paragraph 24 of this Ground Lease, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds Lessor may terminate this Ground Lease in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth this clause, in this Agreementwhole, it is agreed that or from time to time in no event shall Tenant at any time part, with one hundred twenty (120) days written notice to the Lessee. In such an event, Lessee will pay the rent through the entire period of actual tenancy, and Xxxxxx also will be entitled to receive exercise any right or remedy available to Lessor under this Ground Lease and/or now or hereafter available to Lessor at law and equity, including but not limited to specific performance and injunction and any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion actual damages incurred by Lessor as a result of the Work Allowance material breach and/or an Event of Default by Lessee. However, neither Xxxxxx nor Lessor shall be reimbursed for any anticipatory rentals, expense, or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft profits which have not been earned up to the issuer date of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intotermination. (d) Tenant shall This Ground Lease may be responsible forterminated upon mutual written agreement by the Parties, executed by the appropriate individuals with authority to bind Xxxxxx and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTXxxxxx respectively. (e) Landlord After the expiration of the Initial Term and Tenant agree at least one Extension Term, this Ground Lease may be terminated by Lessor or Lessee at their discretion should either of them determine that the disgorgement of any portion of Ground Lease no longer serves a public purpose or upon a finding that the Termination Fee Ground Lease no longer serves Lessor’s purposes or the avoidance in whole goals or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementmeets Xxxxxx’s needs.

Termination of Lease. a. The Landlord and/or Managing Agent shall not terminate or refuse to renew this Lease other than for: (ai) Landlord and Tenant hereby agree that, effective as violation of material terms of the Termination DateLease, such as failure to make payments due under the Lease and or failure to fulfill any of the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally obligations set forth in the Lease as the expiration date thereunder. Effective as Paragraph 16 hereof, or (ii) violation of the Termination DateFederal, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hasState, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from local law that imposes obligations on the beginning of the world through the Termination Date arising out of or Tenant in connection with the Lease occupancy or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination use of the Lease), unit and premises; or (Biii) neither other good cause. (iv) The Landlord or Tenant shall be released from any indemnification obligations that accrued under and/or Managing Agent may terminate the Lease prior to tenancy during the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 term of the Lease shall survive the termination if any member of the Lease. Effective as household is: (1) Fleeing to avoid prosecution, or custody or confinement after conviction, for a crime, or attempt to commit a crime, that is a felony under the laws of the Termination Date, Landlord shall be entitled to lease place from which the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenantindividual flees. (b2) On Violating a condition of probation or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” conditionparole under Federal or State law. (cv) In consideration The Landlord and/or Managing Agent may terminate the tenancy for criminal activity by a household member if the Landlord and/or Managing Agent determines that the household member has committed the criminal activity, regardless of this Agreement and whether the termination household member has been arrested or convicted for such activity. (vi) The Landlord and/or Managing Agent may terminate the tenancy during the term of the Leaselease if any member of the household has engaged in abuse of alcohol that threatens the health, safety or right to peaceful enjoyment of the premises by other residents. b. Prior to the commencement of a non-payment proceeding, the Landlord and/or Managing Agent shall give notice in writing to the Tenant agrees to permit the letter of credit requiring, in the amount of $8,698,662.00 issued by Citibankalternative, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: Tenant’s portion of the rent or surrender of the possession of the Leased Premises (except that Landlord and/or Managing Agent shall not have waived any right to collect all rent and additional rent due and owing should the lease be terminated and the tenant evicted from the Leased Premises), and advising the Tenant of his/her/their right to request a hearing upon his/her/their compliance with the conditions contained in the Grievance Procedures described in Paragraph 23 hereof. Such written notice shall be given no less than 14 days prior to commencement of the non-payment proceeding in the manner provided by Paragraph 21 of this Lease. (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to The Landlord in consideration and/or Managing Agent shall give written notice of the termination of the Lease and within a reasonable time commensurate with the exigencies of the situation in the case of the creation or maintenance of a threat to the health or safety of other transactions contemplated by this Agreement; and tenants or Landlord and/or Managing Agent’s employees or to the property; (ii) $898,662.00In all other cases, representing the balance Landlord and/or Managing Agent shall give 30 days’ prior written notice of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credittermination. The effectiveness said notice of termination shall state the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoreason therefor. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. If Lessor accepts the Burdensome Buyout Notice, (ai) Landlord this Lease shall terminate on a date no later than sixty (60) days after the Burdensome Buyout Response Notice specified in the Burdensome Buyout Notice and Tenant hereby agree that, effective as of this Lease shall terminate on such date (the “Burdensome Buyout Lease Termination Date”), the Lease (ii) except as provided in Sections 25.2, 25.3 and 25.4, and the term thereof shall terminate other terms and expire, and Tenant’s estate in and right provisions of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the this Lease as the expiration date thereunder. Effective as of the Termination Datewhich survive termination, neither Landlord Lessor nor Tenant Lessee shall have any further rights or obligations under this Lease arising from and after the Lease, except as provided in this Agreement. Effective as of the Burdensome Buyout Lease Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest(iii) no further Base Rent or Additional Rent shall accrue with respect to the period after the Burdensome Buyout Lease Termination Date, successors and assigns(iv) Lessee shall have no obligation to take any Corrective Action with respect to the circumstances giving rise to the Burdensome Event, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each (v) neither Lessor nor any other Lessor Indemnified Party shall have any claim against Lessee with respect to any Corrective Action with respect to the other ever had, now hascircumstances giving rise to the Burdensome Event, or which they Losses arising from termination of this Lease or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning Lessee’s purchase of the world through the Termination Date arising out of or in connection with the Lease or the PremisesLeased Property pursuant to this Section 25.5, or the Building; provided that (Avi) neither party all Lessee Guarantors shall be released from any of its liability and obligations under this Agreement (and this Agreement shall survive the termination of the Lease)their Lessee Guarantees, (B) neither Landlord or Tenant Ultra Resources shall be released from any indemnification of liability and obligations that accrued under the Resources Guaranty and all Lessor Guarantors shall be released of liability and obligations under their Lessor Guarantees with respect to (x) as to Lessee Guarantors and Ultra Resources only, matters for which Lessee is released in subsections (iv) and (v), preceding, and (y) matters arising or accruing from and after the Burdensome Buyout Lease Termination Date, it being understood and agreed, however, that Lessee Guarantors, Ultra Resources and Lessor Guarantors shall remain liable with respect to matters or claims arising or accruing prior to the Burdensome Buyout Lease Termination Date except those matters described in subsections (iv) and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Datev), Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assignspreceding, and Landlord agrees (vii) if the circumstances giving rise to acceptsuch Burdensome Event include a casualty or a Taking, then the Premises in its “Casualty Proceeds or the Taking Proceeds, as is” condition. (c) In consideration of this Agreement and the termination of the Leaseapplicable, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoLessee. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. If any or all of the Premises and/or of that portion of the Project underlying the Premises is taken by the exercise of any power of eminent domain or is conveyed to or at the direction of any governmental entity under a threat of any such taking (aeach of which is herein referred to as a “Condemnation”), this Lease shall terminate on the date on which the title to so much of the Premises as is the subject of such Condemnation vests in the condemning authority, unless the parties hereto otherwise agree in writing. If all or any substantial portion of the Building or the Project other than that portion thereof underlying the Premises is taken or conveyed in a Condemnation, the Landlord shall be entitled, by giving written notice thereof to the Tenant, to terminate this Lease on the date on which the title to so much thereof as is the subject of such Condemnation vests in the condemning authority. The Landlord shall notify Tenant of any Condemnation promptly after the Landlord receives notice thereof. If Landlord does not elect to terminate the Lease pursuant to this Section, then within ten (10) Landlord and days after receipt of such notice, the Tenant hereby agree that, effective shall have the right to terminate this Lease with respect to the remainder of the Premises not so condemned as of the Termination Datedate title vests in such authority, but only if such Condemnation renders said remainder of the Premises totally unusable for their intended purpose. If this Lease is not terminated pursuant to this subsection, the Lease and the term thereof Landlord shall terminate and expire, and Tenant’s estate in and right restore any of possession to the Premises shall terminate and be wholly extinguisheddamaged by such Condemnation substantially to its condition immediately before such Condemnation, as if said Termination Date was originally set forth in soon after the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto proceeds of such Condemnation as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled reasonably possible under the Lease from Tenant resulting from the breach of this Agreementcircumstances.

Termination of Lease. Subject to the faithful performance of the Lease, Landlord hereby grants to Tenant the option to terminate this Lease upon all of the following conditions: (a) Tenant shall give to Landlord and Tenant hereby agree thatwritten notice of its election to terminate this Lease at least one hundred eighty (180) days prior to the termination date, effective as time being of the Termination Dateessence, the Lease and the term thereof however, said notification to Landlord shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as no sooner than the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under eighteenth (18th) month of the Lease, except as provided in modified by this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through TenantSecond Addendum. (b) On or prior As a condition to the Termination Dateeffectiveness of this option, Tenant agrees shall pay to surrender unto Landlord on or before the termination date an amount (the "Termination Payment") equal to the portion of the unamortized Broker's commission and its successors Tenant Improvement construction costs paid by Landlord as a part of this renewal. The Broker's commission on this Second Addendum is Two-Thousand Seven Hundred Forty Five Dollars and assigns, Seventy-Two Cents ($2,745.72). The Tenant Improvement construction costs will be determined and Landlord agrees to accept, the Premises in its “as is” conditiondelineated once all costs have been compiled. (c) In consideration of this Agreement This option, granted to Tenant is personal to the original Tenant and may be exercised only by the termination of the Lease, original Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and while occupying the entire proceeds of the Letter of Credit (the “Proceeds”) premises and Landlord agrees may not be exercised or be assigned, voluntarily or involuntarily, by or to deliver any person or entity other than Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all any permitted transferee as defined in section 3 of the Lease. The option herein granted to Tenant is not assignable separate or apart from this Lease, nor may this option be separated from the Lease in any manner, either by reservation or otherwise. If at any time this option is exercisable by Tenant, the Lease has been assigned, or a sublease exists as to any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewithPremises, Landlord this option shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be deemed null and void and of no further force neither Tenant nor any assignee or effect and subtenant shall have the Lease shall continue in full force and effect as if this Agreement had never been entered intoright to exercise the option. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have If at any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease time prior to the Termination Date expiration of the Term of the Sublease the Lease shall terminate or be terminated for any reason, the Sublease shall simultaneously terminate regardless of whether Landlord has received payments directly from Subtenant as described in Section 5 above. However, Subtenant agrees, at the election and (C) upon written demand of Landlord, and not otherwise, to attorn to Landlord for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Sublease, including all provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior applicable to the Termination DateSublease. The foregoing provisions of this paragraph shall apply notwithstanding that, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to acceptas a matter of law, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of Sublease may otherwise terminate upon the termination of the Lease and shall be self-operative upon such written demand of the other transactions contemplated by this Agreement; Landlord, and (iiother than the written demand described in the foregoing sentence) $898,662.00no further instrument shall be required to give effect to said provisions. Upon the reasonable demand of Landlord, representing the balance however, Subtenant agrees to execute, from time to time but no more than once per 12 month period, documents in confirmation of the proceeds foregoing provisions of this paragraph satisfactory to Landlord in which Subtenant shall acknowledge such attornment and shall set forth the terms and conditions of its tenancy. In the event of any such election by Landlord, Landlord will not be (a) liable for any rent paid by Subtenant to Tenant more than one month in advance of the Letter of Credit shall be written demand described above, or any security deposit paid by Subtenant to Tenant. , unless same has been transferred to Landlord by Tenant; (b) liable for any act or omission of Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with under the Lease, including, without limitation, all Sublease or any portion other agreement between Tenant and Subtenant or for any default of Tenant under any such documents which occurred prior to the effective date of the Work Allowance attornment; (c) subject to any defenses or any reimbursement of any amounts previously paid by offsets that Subtenant may have against Tenant which arose prior to Landlord in connection with the construction effective date of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. attornment; (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed bound by any federalchanges or modifications made to the Sublease without the written consent of Landlord, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that obligated in any manner with respect to the disgorgement transfer, delivery, use or condition of any portion furniture, equipment or other personal property in the Sublet Premises which Tenant agreed would be transferred to Subtenant or which Tenant agreed could by used by the Subtenant during the term of the Termination Fee Sublease, or (f) liable for the avoidance in whole payment of any improvement allowance, or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages payment, credit, offset or amount due from Tenant to which Landlord is entitled Subtenant under the Lease from Tenant resulting from the breach of this AgreementSublease.

Termination of Lease. It is hereby mutually agreed that either party hereto may terminate this Lease at the end of the Demised Term or at the end of either option period by giving to the other party written notice thereof at least 180 days prior thereto, but in default of such notice, this Lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the Demised Term hereof as are herein contained except for Basic Rent which shall be adjusted to reflect the then current market rates for space comparable to the Demised Premises as determined by Landlord based upon other of Landlord's rental properties for Melbourne, Florida, for a further period of one year and so on from year to year unless or until termination by either party hereto, giving the other one hundred eighty (180) days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this Lease be continued for a further period under the terms herein-above mentioned, any allowances given Tenant on the Basic Rent during the original term shall not extend beyond such original terms. In the event that Tenant shall give notice, as stipulated in this Lease, of intention to vacate the Demised Premises at the end of the Demised Term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Landlord shall have the option either: (a) Landlord To disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the this Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguishedcontinue thereafter, as if said Termination Date was originally set forth in the Lease above, with full force precisely as the expiration date thereunder. Effective as of the Termination Dateif such notice has not been given, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant.or (b) On or prior to the Termination DateLandlord may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all Demised Term or any portion renewal or extension thereof, as aforesaid, give the said Tenant fifteen (15) days' written notice of his intention to terminate the said Lease; whereupon the Tenant expressly agrees to vacate said premises at the expiration of the Work Allowance or any reimbursement of any amounts previously paid said fifteen (15) day period. All powers granted to Landlord by this Lease may be exercised and all obligations imposed upon Tenant by this Lease shall be performed by Tenant to Landlord in connection with the construction as well during any extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part Demised Term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementDemised Term itself.

Termination of Lease. If this Lease is terminated pursuant to this Article 11, Rent will be apportioned on a per diem basis and paid to the date of such Casualty. Upon termination, Landlord shall return to Tenant all prepaid rents and/or deposits, and neither party has any further obligations or responsibilities under this Lease (except for any that expressly survive termination of this Lease). If Landlord elects to terminate this Lease as provided in Section 11.2 during the first sixty (60) months after the Commencement Date, Landlord shall pay to Tenant, the lesser of (a) Tenant’s Share of Proceeds (as defined hereafter) or (b) the aggregate amount of insurance proceeds Landlord and Tenant hereby agree that, effective receives as a result of the Termination Casualty plus any deductible amounts. As used herein and in Article 12, “Tenant’s Share of Proceeds” shall mean an amount equal to the unamortized portion of costs incurred in connection with the Initial Improvements attributable to the unexpired portion of the Term following the Casualty, which amount shall be calculated by multiplying the total costs of the Initial Improvements incurred by Tenant (the “Initial Improvement Costs”) by a fraction, the numerator of which shall be the number of months between the date of the Casualty and the last day of the sixtieth month of the Term following the Commencement Date, the Lease and the term thereof denominator of which shall terminate and expire, and be 60 (representing 60 months following the Commencement Date). Landlord shall have no obligation to pay any insurance proceeds to Tenant or Tenant’s estate in and right Share of possession Proceeds to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth Tenant in the event (i) Tenant elects to terminate this Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective Article 11, or (ii) Landlord elects to terminate this Lease as provided in Section 11.2 after the last day of the Termination sixtieth (60th) month following the Commencement Date, Landlord and . Landlord’s obligation to pay any amounts to Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under pursuant to this Agreement (and this Agreement Article 11 shall survive the expiration or earlier termination of the this Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. If at any time during the term of this Lease, all or substantially all of the Property shall be taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain or by agreement between Landlord, Tenant and those authorized to exercise such right, at the election of Tenant, this Lease shall terminate and expire on the date of such taking and the Base Rent, Percentage Rent and other sums of money and other charges herein reserved and provided to be paid by Tenant shall be apportioned and paid to the date of such taking. (a) Landlord and Tenant hereby agree that, effective as The term “substantially all of the Termination DateProperty” shall be deemed to mean such portion of the Property as, when so taken, would leave remaining a balance of the Lease and the term thereof shall terminate and expireProperty which, and Tenant’s estate in and right of possession due either to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in area so taken or the Lease as the expiration date thereunder. Effective as location of the Termination Datepart so taken in relation to the part not so taken, neither Landlord nor Tenant shall have any further rights would not under economic conditions, zoning laws or obligations under building regulations then existing or prevailing, readily accommodate the uses permitted by this Lease, except on the remaining balance of the Property. (b) If all or substantially all of the Property shall be taken or condemned as provided in this Agreement. Effective as of the Termination DateArticle 18, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under has elected not to terminate this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease collect and/or control the Premises to any person or entitycollection of the entire award from the condemnor, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, and Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents that may be required by the issuing bank in order to facilitate Landlord’s efforts to draw down on collection by Landlord of any and all such awards, but the Proceeds aforesaid award shall be apportioned between Landlord and Tenant as follows: (1) There shall be first paid any and all reasonable fees and expenses incurred in connection with the collection of the Letter of Credit. The effectiveness award; (2) Then, the proceeds shall be paid to restore the Property, unless a Leasehold Mortgagee’s security has been impaired and such Leasehold Mortgagee is legally entitled to the application of the surrender and termination provided for proceeds to the unpaid indebtedness of Tenant, in this Agreement is subject to, and conditioned upon, Landlord’s receipt which case there shall be next paid to the Leasehold Mortgagee the unpaid indebtedness secured by any such Leasehold Mortgage(s); and (3) The balance of the Termination Fee award shall be applied and distributed to Tenant and Landlord proportionately in accordance with their respective interests in the terms hereofProperty and improvements thereon; provided, however, to the extent there is any leasehold bonus value due to below market rate rent, such leasehold bonus value shall be awarded and distributed to Landlord. If Notwithstanding the foregoing, if Landlord does not receive is the Termination Fee in accordance with the terms hereofcondemnor of Tenant’s leasehold interest under this Lease, then (A) Tenant, together with Tenant’s subtenants and other persons and entities occupying the termination Property under this Lease, shall be entitled to collect and/or control the collection of the entire award from the condemnor, (B) Tenant and\or Tenant’s subtenants and other persons and entities occupying the Property under this Lease shall automatically be null and void and entitled to retain the entire award from the condemnor, subject to the rights of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible forany Leasehold Mortgagee, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (eC) Landlord and Tenant agree that the disgorgement of shall have no rights to any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementsuch award.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective Effective as of January 1, 2011 (the Termination "Surrender Date"), the term of the Lease shall end and the term thereof shall terminate and expire, expire and Tenant’s 's estate in and right possession of possession to the Premises shall terminate and be wholly extinguished, extinguished with the same force and effect as if said Termination Date such date was originally initially set forth in the Lease as the expiration date thereunderthereof. Effective All fixed rent, additional rent and other amounts payable under the Lease shall be apportioned as of the Termination Surrender Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination Landlord accepting Tenant's surrender of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down Premises and paid to Landlord in consideration of the termination of the Lease and in payment of all sums due under the other transactions contemplated by this Agreement; Lease through and (ii) $898,662.00including the Surrender Date, representing Tenant shall pay to Landlord upon the balance execution and delivery of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, by certified or bank check, the sum of $1,139,049.63 (the "Termination Payment"), without any set-off, counterclaim, abatement or deduction whatsoever. (b) Tenant represents and warrants that it is agreed that in no event shall Tenant at any time be entitled to receive has not assigned, pledged or encumbered the Lease or sublet the Premises or done or suffered any other sums from action as a result of which the Lease or the Premises might be subject to any lien or encumbrance other than that certain sublease between Tenant and Daylight Forensic and Advisory LLC ("Subtenant"), and which was further sub-subleased to Navigant Consulting, Inc. ("Sub-subtenant"), it being acknowledged that Landlord in connection with has consented to both the Lease, including, without limitation, all or any portion sublease and the sub-sublease prior to the date hereof. Tenant warrants that the foregoing covenants and representations will be true and correct as of the Work Allowance or any reimbursement of any amounts previously paid by Surrender Date. Landlord and Tenant further agree and acknowledge that Landlord has consented to Landlord in connection with the construction occupancy of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft Premises subsequent to the issuer Surrender Date by either (or both Subtenant and Sub-subtenant), and that Tenant shall have no liability for its failure to deliver vacant possession of the Letter of Credit in order Premises to obtain payment Landlord. (c) Provided Tenant has not defaulted under any of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and or this Agreement, Landlord shall, within 30 days following notice from Tenant that the Surrender Date has occurred, return to Tenant the Security then being held by Landlord pursuant to Article Twenty-Six of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoLease. (d) Tenant shall complete and timely submit all returns and questionnaires relating to New York City and State real property transfer tax laws and any other applicable real property transfer or gains tax laws (the taxes which are the subject of such laws are hereinafter referred to collectively as "Transfer Taxes") in connection with the transactions contemplated by this Agreement (and Landlord shall promptly execute any Transfer Tax returns and questionnaires required to be responsible forexecuted by Landlord, provided such returns and questionnaires are in form reasonably satisfactory to Landlord), if applicable. Tenant shall timely pay all Transfer Taxes, if any, and shall indemnify deliver evidence, reasonably acceptable to Landlord, of such payment simultaneously to Landlord. Tenant shall indemnify, defend (with legal counsel reasonably acceptable to Landlord) and hold harmless Landlord forfrom all losses, liabilities, interest, judgments, suits, demands, damages, costs and expenses (including attorneys' fees and disbursements incurred in the defense thereof) that Landlord may incur by reason of Tenant's failure to complete and timely submit any and all transfer taxes, sales taxes or other taxes or similar charges imposed by Transfer Tax returns and questionnaires and/or Tenant's failure to timely pay any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTall Transfer Taxes. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. If Landlord becomes aware that a Condemning Authority is considering effecting a Taking of all or any material part of the Property, Landlord will notify Tenant (a“Landlord’s Taking Notice”) within three (3) business days following Landlord’s becoming first aware of such proposed Taking and Tenant will reasonably determine whether the Taking will render the Premises unsuitable for Tenant’s intended purposes. If Tenant reasonably concludes that the Taking will render the Premises unsuitable for Tenant’s intended purposes, Landlord and Tenant will document such determination and this Lease will terminate as of the date the Condemning Authority takes possession of the portion of the Property taken. Landlord and Tenant hereby agree that, effective as that if more than ten percent (10%) of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right rentable area of possession to the Premises shall terminate and be wholly extinguishedsubject to such Taking, as or if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as more than ten percent (10%) of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party parking shall be released from any of its obligations under this Agreement (subject to such Taking and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled unable to lease continue to provide parking spaces as required pursuant to Section 4.7 hereof within the Parking Area or to provide alternative parking spaces in the same number on property contiguous with the Property and on which the most remote parking spaces shall not be located more than 300 feet from the main door of the Building, then Tenant’s determination that such taking shall render the Premises unsuitable for Tenant’s purpose shall be conclusively deemed to be reasonable; the foregoing shall not under any person circumstances be deemed to mean that any conclusion by Tenant that a Taking shall render the Premises unsuitable for Tenant’s purposes is unreasonable, notwithstanding that the Taking may affect less than ten percent (10%) of the Premises or entity, or take any other action with respect thereto, free from any claim less than ten percent (10%) of the parking spaces. Tenant or any person or entity claiming through Tenant. (b) On or prior will pay Rent to the Termination Datedate of termination provided, however, that if Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to shall advise Landlord in consideration writing of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing Tenant’s need to remain in the balance of the proceeds of Premises for a period after the Letter of Credit Condemning Authority shall have taken possession, (which notice shall (a) specify the exact term (not to exceed 180 days) that Tenant may remain in the Premises and (b) be paid to Tenant. Tenant hereby authorizes Landlord to draw on given within thirty (30) days after the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days date of Landlord’s receipt Taking Notice), then Tenant may remain in such Premises and/or the balance thereof following such Taking for a period not to exceed one hundred eighty (180) days following such Taking, upon all of the entire Proceeds in accordance with terms and conditions set forth herein, provided, however, that Tenant’s wire instructions attached hereto liability for Basic Rent and Tenant’s Share of Operating Expenses Percentage shall be adjusted in the same manner as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, 12.2 below. If a Condemning Authority takes all or any material part of the Building or if a Taking reduces the value of the Property by 50% or more (as reasonably determined by Landlord), regardless of whether the Premises are affected, then Landlord, at Landlord’s option, by written notice to Tenant no later than fifteen (15) days following Landlord’s original notice to Tenant of such proposed Taking, may terminate this Lease effective on the date the Condemning Authority takes possession of the portion of the Work Allowance or any reimbursement of any amounts previously paid by Property taken provided, however, that if Tenant to shall advise Landlord in connection with writing of Tenant’s need to remain in the construction balance of the Terrace Space. Contemporaneously herewithPremises for a period after the Condemning Authority shall have taken possession (which notice shall (a) specify the exact term (not to exceed 180 days) that Tenant may remain in the Premises and (b) be given within thirty (30) days after the date of Landlord’s Taking Notice), Landlord shall deliver then Tenant may remain in such Premises and/or the balance thereof following such Taking for a sight draft period not to the issuer exceed one hundred eighty (180) days following such Taking, upon all of the Letter terms and conditions set forth herein, provided, however, that Tenant’s liability for Basic Rent and Tenant’s Share of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant Operating Expenses Percentage shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, adjusted in the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTsame manner as set forth in 12.2 below. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant hereby agree thatIf, effective as during the term of the Termination DateSublease, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive expire or the Lease shall sooner terminate, or Tenant shall surrender the Lease to Landlord, Landlord, at its option, upon written notice given to Tenant and Subtenant not more than thirty (30) days after the effective date of such expiration, termination or surrender, and without any additional or further agreement of any kind on the part of Tenant or Subtenant, may elect to require Subtenant to attorn to Landlord. If Landlord so elects, Subtenant, upon demand of Landlord, agrees to execute and deliver such instrument or instruments as Landlord may reasonably request to evidence and confirm the foregoing provisions of this Paragraph. If Landlord exercises its right of attornment, the terms of the Lease. Effective Sublease (except as modified by this Consent) shall govern the relations between Landlord and Subtenant; provided that Landlord shall not be liable for any act or omission of Sublandlord; subject to any defense, claim, counterclaim, set-off or offset which Subtenant may have against Sublandlord; bound by any prepayment of more than one month’s Rent to Sublandlord; bound by any obligation to make any payment to Subtenant which was required to be made prior to the time Landlord succeeded to Sublandlord’s interest; bound by any modification or amendment of the Termination DateSublease made without Landlord’s consent; or liable for the repayment of any security deposit, unless such security deposit actually is paid to Landlord. (b) In the event that Landlord does not elect to exercise its option under Paragraph 6(a) hereof to require Subtenant to attorn, or Landlord gives Subtenant written notice, at any time before the thirtieth (30th) day of the thirty (30) day period referred to in Paragraph 6(a) hereof, to the effect that Landlord will not exercise such option, then, on or before the seventh (7th) day after (i) the expiration of such thirty (30) day period or (ii) Subtenant’s receipt of such written notice, whichever shall first occur, Subtenant shall vacate the Sublet Space. In case of the failure of Subtenant to so vacate the Sublet Space, Landlord shall be entitled to lease all the Premises rights and remedies which are available to any person or entity, or take any a landlord against a tenant holding over after the expiration of a term and to such other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord rights and its successors and assigns, and Landlord agrees to accept, the Premises remedies as may be provided for in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit at law, or in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenantequity. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Subtenant, at Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code")option, shall be considered deemed to be occupying the Sublet Space as a breach tenancy at sufferance at daily rent equal to 1/30th of this Agreement by Tenant and shall entitle Landlord an amount equal to seek the full amount product of two (2) times the Obligations and any other damages to which Landlord is entitled under Sublease Monthly Rent (as defined in the Lease from Tenant resulting from the breach of this AgreementSublease).

Termination of Lease. It is hereby mutually agreed that either part hereto may determine this lease at the end of said term by giving to the other party written notice thereof at least _____________________ prior thereto, but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the term hereof as are herein contained for a further period of _______________________ and so on from ______________________ to _______________________ unless or until terminated by either party hereto, giving the other ________________________ written notice for removal previous to expiration of the then current term: PROVIDED, however, that should this lease be continued for a further period under the terms hereinabove mentioned, any allowance given Tenant on the rent during the original term shall not extend beyond such original term and further provided, however, that if Landlord shall have given such written notice prior to the expiration of any term hereby created, of his intention to change the terms and conditions of this lease and Tenant shall not within ______ days from such notice notify Landlord of Tenant's intention to vacate the demised premises at the end of the then current term, Tenant shall be considered as Tenant under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Tenant shall give notice, as stipulated in this lease, of intention to vacate the demised premises at the end of the present term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Landlord shall have the option either (a) Landlord to disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof this lease shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, continue thereafter with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hassuch notice had not been give, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLandlord may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty (30) days after the Lease, including, without limitation, all present term or any portion renewal or extension thereof, as aforesaid, give the said Tenant ten (10) days' written notice of this intention to terminate the said lease: whereupon the Tenant expressly agrees to vacate said premises at the expiration said period of ten (10) days specified in said notice. All powers granted to Landlord by this lease may be exercised and all obligations imposed upon Tenant by this lease shall be performed by Tenant as well during any extension of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementoriginal term itself.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the If this Lease and the term thereof Term shall terminate and expireas provided in Article 14, and Tenant’s estate in and right of possession to or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re enter the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hasArticle, or which they by or their respective predecessorsunder any summary proceeding or any other legal action or proceeding then, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement said events: (and this Agreement shall survive the termination of the Lease)1) Until Landlord elects lump sum liquidated damages described in paragraph (5) below, (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior pay to Landlord all Fixed Rent and Additional Rent to the Termination Date date upon which this Lease and the Term shall have terminated or to the date of re entry upon the Premises by Landlord, as the case may be; (C2) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent or Additional Rent due at the Premises to any person time of such termination or entityre entry, or take at Landlord’s option, against any other action damages payable by Tenant; *Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenantthe Securities and Exchange Commission. (b3) On Tenant shall be liable for and shall pay to Landlord any deficiency between (i) the Fixed Rent or prior Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent to be the same as was payable for the year immediately preceding such termination or re entry) and (ii) the net amount, if any, of rents (“Net Rent”) collected under any reletting effected pursuant to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, provisions of Section 15.1(b) for any part of such period (first deducting from the Premises rents collected under any such reletting all of Landlord’s expenses in its “as is” condition. (c) In consideration of this Agreement and connection with the termination of this Lease or Landlord’s re entry upon the LeasePremises and in connection with such reletting including but not limited to all repossession costs, brokerage commissions, legal expenses, attorneys’ fees, alteration costs and other expenses for preparing the Premises for such reletting); (4) Any such deficiency shall be paid in monthly installments by Tenant agrees to permit on the letter of credit days specified in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down this Lease for the payment of installments of Fixed Rent. Landlord shall be entitled to recover from Tenant each monthly deficiency as the following sums: 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. Alternatively, suit or suits for the recovery of such deficiencies may be brought by Landlord from time to time at its election; (5) Whether or not Landlord shall have collected any monthly deficiencies as aforesaid, Landlord shall, at its sole option, be entitled to recover from Tenant, and Tenant shall pay Landlord, on demand, as and for liquidated and agreed final damages, an amount equal to the sum of (i) $7,800,000.00 (the “Termination Fee”) all sums to be drawn down paid by Tenant and not then paid to Landlord in consideration at the time of the termination of the Lease and the other transactions contemplated by this Agreement; and such election, plus (ii) $898,662.00, representing the balance amount by which the Fixed Rent and Additional Rent payable hereunder for the period which otherwise would have constituted the unexpired portion of the proceeds Term following such election (conclusively presuming the Additional Rent to be the same as was payable for the year immediately preceding such termination or re entry) exceeds then fair and reasonable rental value of the Letter Premises for the same period, both discounted to present worth at the rate of Credit ten percent (10%) per annum. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent upon such reletting shall be paid deemed, prima facie, to Tenant. Tenant hereby authorizes Landlord to draw on be the Letter of Credit fair and reasonable rental value for the entire proceeds part or the whole of the Letter of Credit (Premises so relet during the “Proceeds”) and Landlord agrees to deliver Tenant’s share term of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreementreletting, it provided said reletting is agreed that in on commercially reasonable terms. In no event shall Landlord recover double damages from Tenant at any time by pursuing alternative recoveries. (6) In no event (i) shall Tenant be entitled to receive any other excess of such Net Rent over the sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid payable by Tenant to Landlord hereunder, or (ii) shall Tenant be entitled in connection any suit for the collection of deficiencies or damages pursuant to this Section to a credit in respect of any Net Rent from a reletting except to the extent that such Net Rent is actually received by Landlord prior to the commencement of such suit. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such reletting and of the expenses of reletting. *Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord Securities and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoExchange Commission. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant Subject to the Rider to this Lease, dated May 5, 2000, it is hereby agree that, effective as mutually agreed that either party hereto may terminate this Lease at the end of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession Demised Term by giving to the Premises other party written notice thereof at least three hundred sixty-five (365) days prior thereto, but in default of such notice, this Lease shall terminate continue upon the same terms and be wholly extinguished, as if said Termination Date was originally set forth conditions in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease force immediately prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 expiration of the Demised Term hereof as are herein contained except for Basic Rent which shall be adjusted to reflect the then current market rates for space comparable to the Demised Premises as determined by Landlord based upon other of Landlord's rental properties, for a further period of one (1) year and so on from year to year unless or until termination by either party hereto, giving the other one hundred eighty (180) days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this Lease be continued for a further period under the terms herein-above mentioned, any allowances given Tenant on the Basic Rent during the original term shall survive not extend beyond such original term. In the event that Tenant shall give notice, as stipulated in this Lease, of termination of this Lease at the Lease. Effective as end of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entityDemised Term, or take any other action with respect thereto, free from any claim of Tenant renewal or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assignsextension thereof, and Landlord agrees shall fail or refuse so to accept, vacate the Premises in its “as is” condition. (c) In consideration same on or before the date of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, then it is expressly agreed that in no event Landlord shall Tenant have the right at any time be entitled thereafter to receive any other sums from Landlord in connection with give seven (7) days written notice to quit; whereupon the Lease, including, without limitation, all Tenant expressly agrees to vacate said premises at the expiration of the seven (7) day period: (a) Should Tenant wrongfully continue to occupy the Demised Premises after expiration of the term of this Lease or any portion renewal or renewals thereof, or after a forfeiture incurred, such tenancy shall (without limitation on any of Landlord's rights or remedies therefor) be one at sufferance from month to month at a minimum monthly rent equal to one and one-half times the Base Rent plus additional rent payable for the last month of the Work Allowance or any reimbursement term of any amounts previously paid this Lease prior to the holdover. All powers granted to Landlord by this lease may be exercised and all obligations imposed upon Tenant by this Lease shall be performed by Tenant to Landlord in connection with the construction as well during any extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part Demised Term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementDemised Term itself.

Termination of Lease. (a) In the event that any default by the Tenant in the performance or observance of the terms, covenants or conditions of this Lease is not susceptible of cure, Landlord and Tenant hereby agree thatagrees that if it terminates this Lease by reason of any such default, it will enter into a new lease of the Premises with the Leasehold Mortgagee or its nominee for the balance of the term of this Lease remaining as of the date of termination, effective as of the Termination Datedate of such termination, at the same Rent and upon all the same terms, covenants and conditions herein contained, subject only to the rights, if any, of any parties then in possession of the Premises, provided (i) that the Leasehold Mortgagee shall make written request upon Landlord for such new lease within twenty (20) days after the date of such termination, and such written request is accompanied by payment to Landlord of all sums then due to Landlord under this Lease; (ii) that the Leasehold Mortgagee or its nominee shall pay to the Landlord at the time of its execution of such new lease any and all sums which would, at the time of execution, be due pursuant to this Lease but for its termination; (iii) that the Leasehold Mortgagee or its nominee shall further remedy the conditions, if any, which the Tenant under this Lease was obligated to perform (or shall promptly commence such remedy and diligently prosecute same to completion); (iv) that Landlord shall not warrant possession of the Premises to the Leasehold Mortgagee or its nominee; (v) that any such new lease shall contain substantially the same provisions of this Lease; and (vi) that the tenant under such new lease shall have the same right, title and interest in and to the Improvements as Tenant had under this Lease. Notwithstanding anything to the contrary contained herein, in the event the Leasehold Mortgagee or its nominee enters into a new lease with Landlord in accordance with the foregoing provisions of this Section, the Lease and Leasehold Mortgagee or its nominee shall have the term thereof right to assign all of its interests in this Lease, subject to Landlord's prior consent which shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and not be wholly extinguished, as unreasonably withheld or delayed if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective such assignee has a positive net worth as of the Termination Date, neither Landlord nor date of such assignment and for the six (6) month period immediately prior to such assignment at least equal to that of Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Datedate of this Lease. Notwithstanding any such consent by Landlord, any such assignment shall not be effective until receipt by Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, of an executed assumption agreement from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever such assignee in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection accordance with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 18.4 hereof. Upon Landlord's receipt of such assumption agreement, the Leasehold Mortgagee (or its nominee) shall be released and Section 8.21 relieved of all obligations on the part of the tenant under such lease accruing from and after the effective date of such assignment. Further notwithstanding any assignment of this Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled pursuant to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to acceptthis Section, the Premises in its “as is” conditionprovisions of Article 18 shall apply to all further assignments and/or subletting. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant hereby agree thatThe LESSEE, effective as at the expiration of the Termination Dateterm of this lease, or upon the cancellation or termination by the LESSOR of the term of the lease due to the occurrence of any event of default mentioned in Section 23 hereof, shall promptly redeliver the said premises, including keys, appertaining thereto, to the LESSOR in good condition in all respects, reasonable wear and tear excepted, devoid of all occupants, equipment, furniture, articles, effects, and merchandise of any kind subject to the succeeding paragraph of this section. Should the LESSEE fail or be unable to comply with these provisions, the Lease and LESSEE hereby expressly appoints the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, LESSOR as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessorsits duly authorized attorney-in-interestfact with power and authority to initially padlock the premises and thereafter, successors to open, enter and assignstake full possession of the leased premises, do hereby release in the presence of at lease two (2) witnesses and forever discharge each otherto take inventory of the LESSEE's equipment, their successors furniture, articles, effects, merchandise, etc. and assignsto place the same in the LESSOR's warehouse for safekeeping. In case the LESSEE fails to claim said equipment, from all actionsfurniture, causes of actionarticles, sums of moneyeffects, covenantsand merchandise and/or liquidate his liabilities with the LESSOR, agreementsunder this contract, promisesif any remain unpaid and outstanding, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever within fifteen (15) days from the beginning date of transfer to LESSOR's warehouse, LESSOR is hereby given the world through right to dispose of said property in a public sale conducted by notary public, and to apply the Termination Date arising out of or proceeds to whatever indebtedness the LESSEE has to the LESSOR plus reasonable expenses including storage fees incurred by the LESSOR in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement therewith and the termination of the Leasebalance, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code")any, shall be considered a breach of given to the LESSEE. The LESSOR shall not incur civil and/or criminal liabilities whatsoever by exercising its rights granted under this Agreement provision. The right granted to the LESSOR in this Section may be exercised by Tenant the LESSOR's duly authorized employees, agents, or representatives and in so doing shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementnot incur civil and/or criminal liabilities whatsoever.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) Notwithstanding the provisions of this Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date37, Landlord shall be entitled have the right to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises terminate this Lease in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: event that (i) $7,800,000.00 (Tenant uses the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide Demised Premises for the Proceeds generation, storage, use, treatment or disposal of Hazardous Material in a manner or for a purpose prohibited by applicable law (and Tenant fails to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with diligently pursue and achieve within a reasonable period compliance therewith) after written notice of such noncompliance from either Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental agency or political subdivision, (ii) Tenant has been required by any governmental authority to take remedial action in connection with Hazardous Material contaminating the Demised Premises or under any Law arising the Building if the contamination resulted from Tenant's action or relating to this Agreementuse of the Demised Premises and such remedial action has a material adverse effect on Landlord, the Termination Fee Demised Premises or the Building and Tenant fails to commence the remedial action immediately and diligently prosecute the same to completion within ninety (90) days, or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material on the Demised Premises and such enforcement order has a material adverse effect on Landlord, the Demised Premises or the Building and Tenant fails to obtain a revocation, rescission or cancellation of the other transactions hereunderenforcement order witin sixty (60) days after the date upon which such enforcement order is issued. Each of the foregoing events shall be deemed to be a material Default by Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTunder this Lease. (eb) Landlord and Tenant agree In the event that the disgorgement of any a portion of the Termination Fee Building or the avoidance in whole Project is contaminated by Hazardous Material such that the Demised Premises may not lawfully be used by Tenant for a period of longer than ninety (90) days, and such contamination was caused by Hazardous Material used by Landlord or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 another tenant of the United States Code Building, Tenant may, upon written notice delivered to Landlord within fifteen (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount 15) days of the Obligations and determination that the Demised Premises may not be used for a period longer than ninety (90) days, terminate this Lease as of such date of notice. Landlord shall have no liability with respect to such contamination except to the extent caused by the grossly negligent or willful acts or omissions of Landlord. Tenant shall have no other right to xxxxx Rent or terminate this Lease as a result of any other damages to which Landlord is entitled under contamination of the Lease from Tenant resulting from the breach of this AgreementDemised Premises.

Termination of Lease. (a) In the event of any fire or other casualty to the Premises, Landlord and shall, within ninety (90) days of such fire or other casualty, provide Tenant hereby agree that, effective as with a written notice (the "Landlord's Notice") setting forth a Qualified Architect's projected reconstruction time for the Premises. If the Qualified Architect determines that the Landlord will not be able to reconstruct the Premises (excluding the Tenant's Improvements) within eighteen (18) months from the occurrence of such casualty (or within six (6) months during the last two (2) years of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession Term) (unless Tenant elects to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under exercise its option to extend the Lease, except as provided in this Agreement. Effective as of the Termination Date), Landlord and Tenant for themselves and their predecessors-in-interestshall each have the option to terminate this Lease. If Landlord elects to terminate this Lease, successors and assignsit shall notify Tenant as part of Landlord's Notice. If Tenant elects to terminate this Lease, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes it shall notify Landlord within thirty (30) days of action, sums receipt of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against Landlord's Notice. In the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with event the Lease is not terminated by either Landlord or Tenant as hereinabove permitted, Landlord shall, subject to Force Majeure, commence and proceed with diligence to restore the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (except for Tenant's Improvements and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant's Property. (b) On or If Landlord, except for Force Majeure, is unable to rebuild and restore the Premises to the condition that existed prior to the Termination Date, casualty (except for Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, Improvements) within thirty (30) days after the Premises in its “as is” condition. greater of: (ca) In consideration of this Agreement and the termination expiration of the Leaserestoration time accompanying Landlord's Notice or (b) eighteen (18) months, Tenant agrees to permit (or six (6) months during the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. last two (the “Letter of Credit”2) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment years of the following sums: Term (i) $7,800,000.00 (unless Tenant elects to exercise its option to extend the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Term)), then this Lease and the other transactions contemplated Term hereof may at the election of Tenant be terminated by this Agreement; and (ii) $898,662.00notice in writing from Tenant to Landlord, representing the balance of the proceeds of the Letter of Credit which notice shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on effective thirty (30) days after the Letter giving of Credit and such notice if the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed Premises have not been restored by that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereofdate. If Landlord does not receive the Termination Fee in accordance with Premises have been restored within said thirty (30) day period from the terms hereofdate the notice is given, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as effect. (c) If Landlord is unable to rebuild and restore the Premises to the condition that existed prior to the casualty (except for Tenant Improvements) within forty-five (45) days after the expiration of the restoration time accompanying Landlord's Notice, and such restoration time is eighteen (18) months or less, then the rent abatement to which Tenant is entitled pursuant to Section 15.1 shall be increased (i) to 150% of the amount thereof commencing on the 46th day following expiration of the restoration time accompanying Landlord's Notice and ending on the 90th day following the expiration of such restoration time (or such earlier date upon which the abatement period described in Section 15.1 shall expire), and (ii) if the abatement period described in Section 15.1 has not expired by the 90th day following the expiration of the restoration time accompanying Landlord's Notice, to 200% of the amount thereof commencing on the 91st day following the expiration of such restoration time and continuing until the expiration of the abatement period described in Section 15.1. Tenant's right to rent abatement under this Agreement had never been entered intoSection 15.2(c) shall be subject to Force Majeure and may only be used by Tenant to reduce Fixed Rent and Additional Rent payable under this Lease. (d) Tenant If Landlord is obligated to or elects to restore the Premises as herein provided, Landlord shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating obligated to this Agreement, restore the Termination Fee or any Premises to substantially their former condition as of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTCommencement Date in accordance with all Legal Requirements. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. If, within two years prior to the expiration of the term of this Lease, the Improvements shall be destroyed or damaged to such an extent that the Restoration thereof will cost an amount in excess of Five Hundred Thousand Dollars ($500,000.00) over and above the net proceeds of the insurance required to be and maintained by Tenant (to be collected by Landlord and Tenant as co-trustees), hereinafter referred to as the "Excess Funds," and Tenant shall be unable or unwilling to expend out of its own funds such Excess Funds for the purpose of Restoration of such damage or destruction for occupancy by Tenant, Tenant shall, with reasonable promptness, notify Landlord, in writing, of such fact, which notice shall be accompanied by a detailed statement of the nature and extent of such damage or destruction and detailed estimates of the total cost of Restoration. Within 30 days after the giving of such notice, Landlord shall notify Tenant either that (a) Landlord it will furnish, at its sole cost and Tenant hereby agree that, effective as of the Termination Dateexpense, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity Excess Funds which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or are necessarily required in connection with the Lease or Restoration (to be disbursed in conformity with the Premisesrequirements of Section 13.2 and Article XIX hereof), or (b) it is unwilling to expend the Building; provided that (A) neither party Excess Funds for such purpose. Failure to give such notice within such 30-day period shall be released from any deemed an election by Landlord not to make such expenditure. In the event that Landlord elects not to expend the Excess Funds, as aforesaid, then Tenant shall have the option, within 15 days after the expiration of its obligations under said 30-day period, to terminate this Agreement (Lease and this Agreement shall survive surrender the termination Demised Premises to Landlord by a notice, in writing, addressed to Landlord, specifying such election accompanied by Tenant's payment of the Lease)balance of the Basic Rent and Additional Rent and other charges hereafter specified in this Section 13.6. Upon the giving of such notice and the payment of such amounts, (B) neither Landlord or the term of this Lease shall cease and come to an end on a day to be specified in Tenant's notice, which date shall not be more than 30 days after the date of delivery of such notice by Tenant to Landlord. Tenant shall be released from any indemnification obligations that accrued under the Lease prior accompany such notice with its payment of all Basic Rent and Additional Rent and other charges payable by Tenant hereunder, justly apportioned to the Termination Date and (C) the provisions date of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Leasesuch termination. Effective as of the Termination Date, In such event Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit all insurance required to be carried by Tenant hereunder and Tenant shall be paid to Tenant. Tenant hereby authorizes execute all documents reasonably requested by Landlord to draw on the Letter of Credit and the entire allow such proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) 30.1. This Lease and the tenancy hereby created shall cease and terminate at the end of the Term hereof or any extension or renewal hereof without the necessity of any notice from either Landlord or Tenant, and Tenant hereby agree that, effective as of the Termination Date, the Lease waives notice to remove and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided agrees that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the benefit of all provisions of law respecting the summary recovery of possession of the Leased Premises from a tenant holding over to any person or entity, or take any other action with respect thereto, free from any claim the same extent as if statutory notice were given. For the period of Tenant or any person or entity claiming through Tenant. eight (b) On or 8) months prior to the Termination Dateexpiration of the Term of this Lease or any renewal or extension hereof, Tenant agrees Landlord shall have the right to surrender unto Landlord and its successors and assignsdisplay on the exterior of the Leased Premises, and Landlord agrees to acceptor in any window or doorway thereof, the customary “For Rent” sign and during such period Landlord may show the Leased Premises in its “as is” conditionand all parts thereof to prospective tenants during normal business hours. (c) In consideration 30.2. If Tenant shall not immediately surrender possession of this Agreement and the Leased Premises at the termination of the Leasethis Lease or any extension or renewal thereof, Tenant agrees shall become a tenant from month to permit the letter of credit in the amount of $8,698,662.00 issued by Citibankmonth, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit provided Rent shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on and accepted by Landlord, in advance, at one and one-half times (1-½) the Letter rate of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft rental payable hereunder just prior to the issuer termination of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. this Lease; and Tenant hereby agrees to cooperate with Landlord and execute any that all obligations of Tenant and all documents required by rights of Landlord applicable during the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds Term of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and equally applicable during any period of no further force subsequent occupancy, whether or effect and not a month to month tenancy shall have been created as aforesaid; provided, however, that should the Lease shall continue parties be mutually engaged in full force and effect as if good faith negotiations concerning an extension of this Agreement had never been entered into. (d) Lease, Tenant shall be responsible for, and for Rent at the rate existing at the termination date of this Lease. 30.3. Tenant shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating have the option to renew this Agreement, lease at the Termination Fee or any expiration of the other transactions hereunderlease term set forth in Section 1.2 for the term and for the rents set forth in Exhibit C if Tenant is not in default hereunder at the time of the exercise of such option to renew. Tenant will execute shall exercise its right and deliver option to renew by giving Landlord a New York State Form TP 584 and a New York City Form RPT. at least one hundred eighty (e180) Landlord and Tenant agree that days written notice prior to the disgorgement of any portion end of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), initial term. The renewal shall be considered a breach of upon all the same terms and conditions expressed in this Agreement by Tenant lease except as to lease term and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementrent.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as Either party hereto may determine the lease at the expiration of the Termination Dateoriginal term or any renewal or extension thereof by delivering to the other party written notice of same no later than one hundred twenty (120) days prior to the expiration of the then current term. In the absence of such notice the lease shall then automatically continue for an additional period of one (1) year under the same terms and conditions in force immediately prior to the expiration of the then current term, and so on from year to year until terminated by either party as herein provided. Any rental allowance or other benefit granted Tenant by Landlord intended to apply only to the Lease original lease term shall not automatically carry over into any renewal or extension thereof. If Landlord shall have given Tenant written notice prior to the expiration of any term hereby created of Landlord's intention to change the terms and conditions of the lease and the term thereof Tenant shall terminate not within thirty (30) days from such notice notify Landlord of Tenant's intention to vacate the demised premises at the expiration of the then current term, then Tenant shall be bound under the terms and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally conditions set forth in such notice for a further term as above provided, or for such further term as may be stated in said notice. In the event that Tenant shall give notice, as stipulated in the Lease, of intention to vacate the demised premises at the end of the then current term, and shall fail or refuse to do so on the date stipulated in said notice then it is expressly agreed that Landlord shall have the option either: (A) to disregard the notice so given as having no effect, in which case all the terms and conditions of the Lease as set forth in Landlord's most recent notice shall continue thereafter with full force precisely as if Tenant had not given notice; or (B) Landlord may, at any time within thirty (30) days after the then current term, as aforesaid, give the Tenant ten (10) days written notice of intention to terminate the Lease; whereupon the Tenant shall vacate the demised premises at the expiration date thereunderof said ten (10) day period. Effective All powers granted to Landlord by the Lease may be exercised and all obligations imposed upon Tenant must be fulfilled as well during any extension of the Termination Dateoriginal term of the lease as during the original term itself. Notwithstanding the foregoing to the contrary and in addition to other rights described above, the parties hereto agree that either Landlord or Tenant may terminate this lease at any time after June 18, 1998, such termination to be effective June 18, 1998 or any time thereafter, upon six (6) months prior written notice to the other party of its election to terminate this lease. Upon either party's election to terminate this lease, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive lease after the termination effective date of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Leasetermination. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.9

Termination of Lease. (a) In the event that any default by the Tenant in the performance or observance of the terms, covenants or conditions of this Lease is not susceptible of cure, Landlord and Tenant hereby agree thatagrees that if it terminates this Lease by reason of any such default, it will enter into a new lease of the Premises with the Leasehold Mortgagee or its nominee for the balance of the term of this Lease remaining as of the date of termination, effective as of the Termination Datedate of such termination, at the same Rent and upon all the same terms, covenants and conditions herein contained, subject only to the rights, if any, of any parties then in possession of the Premises, provided (a) that the Leasehold Mortgagee shall make written request upon Landlord for such new lease within twenty (20) days after the date of such termination, and such written request is accompanied by payment to Landlord of all sums then due to Landlord under this Lease; (b) that the Leasehold Mortgagee or its nominee shall pay to the Landlord at the time of its execution of such new lease any and all sums which would, at the time of execution, be due pursuant to this Lease but for its termination; (c) that the Leasehold Mortgagee or its nominee shall further remedy the conditions, if any, which the Tenant under this Lease was obligated to perform (or shall promptly commence such remedy and diligently prosecute same to completion); (d) that Landlord shall not warrant possession of the Premises to the Leasehold Mortgagee or its nominee; (e) that any such new lease shall contain substantially the same provisions of this Lease; and (f) that the tenant under such new lease shall have the same right, title and interest in and to the Improvements as Tenant had under this Lease. Notwithstanding anything to the contrary contained herein, in the event the Leasehold Mortgagee or its nominee enters into a new lease with Landlord in accordance with the foregoing provisions of this Section, the Lease and Leasehold Mortgagee or its nominee shall have the term thereof right to assign all of its interests in this Lease, subject to Landlord’s prior consent which shall terminate and expirenot be unreasonably withheld or delayed, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective such assignee has a positive net worth as of the Termination Date, neither Landlord nor date of such assignment and for the six (6) month period immediately prior to such assignment at least equal to that of Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Datedate of this Lease. Notwithstanding any such consent by Landlord, any such assignment shall not be effective until receipt by Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, of an executed assumption agreement from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever such assignee in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection accordance with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the LeaseArticle 17 hereof. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Upon Landlord’s receipt of such assumption agreement, the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event Leasehold Mortgagee (or its nominee) shall Tenant at any time be entitled to receive any other sums from Landlord in connection with released and relieved of all obligations on the Lease, including, without limitation, all or any portion part of the Work Allowance or Tenant under such Lease accruing from and after the effective date of such assignment. Further notwithstanding any reimbursement assignment of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating pursuant to this AgreementSection, the Termination Fee or any provisions of the other transactions hereunder. Tenant will execute and deliver Article 17 shall apply to Landlord a New York State Form TP 584 and a New York City Form RPTall further assignments and/or sub-letting. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) As an accommodation to Tenant and subject to the terms and conditions stated herein, Landlord and Tenant hereby agree that, effective as has agreed to the Early Termination of the Termination DateLease; therefore, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the shall be changed from December 31, 2011 to December 31, 2004 ("Early Termination Date, neither Landlord nor "). Tenant shall have any further rights or be responsible for paying all Basic Rent and Additional Rent and fulfilling all Lease obligations under as contained in said Lease through the Lease, Early Termination Date except as otherwise provided herein. Notwithstanding the above, Tenant's obligations as stated in this Agreement. Effective as of the Termination DateLease Paragraphs 12 ("Taxes"), Landlord 16 ("Indemnification"), 17 ("Compliance") and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that 53 (A"Hazardous Materials") neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease); it being understood, (B) neither Landlord or Tenant however, that Tenant's obligations under the aforementioned Paragraphs 12, 17 and 53 shall be released from any indemnification survive only as to those obligations that accrued under and/or occurred during the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination term of the Lease. Effective as Although the foregoing agreement regarding termination shall be deemed effective upon execution of this Amendment No. 4 by both parties, and Landlord shall be entitled to take possession of the Premises in accordance with the terms of this Amendment No. 4 upon Tenant's surrender of the Premises (such to occur not later than the early Termination Date) and relet them for its own account, the release of Tenant from its obligations under the Lease as stated in Lease Paragraph 4 ("Rent"), including but not limited to the obligation to pay all Rent and other sums due thereunder, shall not be deemed effective unless and until ninety-one (91) days have expired from the date the Termination Fee is paid to Landlord and the funds for such payment have cleared Tenant's bank account and/or the issuing bank and a bankruptcy or insolvency proceeding has not been filed by or against Tenant. In the event a bankruptcy or insolvency proceeding is filed within said ninety-one (91) day period, the release of Tenant from its future obligations under the Lease shall not be effective and Landlord shall be entitled to recover damages from Tenant in accordance with Section 1951.2 of the California Civil Code and the default provisions of Paragraph 22 of the Lease for all Rent and other sums due under the Lease through the originally scheduled Lease Termination Date of December 31, 2011. In such event, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to retain the Termination Date, Tenant agrees Fee and to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in offset the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with against all damages recoverable to the terms hereofextent permissible under applicable law. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination In consideration of the Lease shall automatically be null and void and Landlord's execution of no further force or effect and this Amendment, Tenant waives the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible forprovisions of Section 1950.7 of the California Civil Code, and shall indemnify any claim concerning the security deposit to be retained by Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating amounts paid to Landlord pursuant to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTAmendment. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. It is hereby mutually agreed that either party hereto may determine this lease at the end of said term by giving to the other party written notice thereof at least six (6) months prior thereto, but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the term hereof as are herein contained for a further period of one (1) year and so on from year to year unless or until terminated by either party hereto, giving the other six (6) months written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this lease be continued for a further period under the terms herein-above mentioned, any allowances given Lessee on the rent during the original term shall not extend beyond such original term, and further provided, however, that if Lessor shall have given such written notice prior to the expiration of any term hereby created, of his intention to change the terms and conditions of this lease, and Lessee shall not within thirty (30) days from such notice notify Lessor of Lessee's intention to vacate the demised premises at the end of the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Lessee shall give notice, as stipulated in this lease, of intention to vacate the demised premises at the end of the present term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Lessor shall have the option either (a) Landlord and Tenant hereby agree that, effective as of to disregard the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, notice so given with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hassuch notice had not been given, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLessor may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all present term or any portion renewal or extension thereof, as aforesaid, give the said Lessee ten days' written notice of his intention to terminate the said lease; whereupon the Lessee expressly agrees to vacate said premises at the expiration of the Work Allowance or said period of ten days specified in said notice. All powers granted to Lessor by this lease may be exercised and all obligations imposed upon Lessee by this lease shall be performed by Lessee as well during any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementoriginal term itself.

Termination of Lease. Tenant and Landlord agree to give the other party written notice thirty (a30) Landlord and Tenant hereby agree thatdays before the expiration of this Lease of its intention to vacate the Premises or to demand vacation of the Premises. Unless either party gives notice that the Premises shall be vacated at the end of the lease term, effective or any extension by option thereof, the lease shall be extended for successive one-month periods commencing as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination end of the Lease, or any extension by option thereof, and continuing until terminated upon a one month written notice delivered to the other party. Rent payable during such period shall be at the same rate as that paid during the original term, or any extension by option, which rent shall be paid on a monthly basis. If for any reason the Tenant does not promptly vacate the Premises at the end of the term, or any extension by option thereof, the Tenant agrees to permit pay the letter Landlord, for such time as elapses between the end of credit the term of the lease as same may be extended by this provision of the Agreement and that time when the Tenant actually vacates the Premises, a pro rata rental equal to one and one-half (1 ½) times the rent, provided to be paid during the term of the lease, if Landlord has previously given notice of termination, otherwise, rent shall be the specified dollars per month. On the last day of the Term hereof, Tenant shall peaceably and quietly surrender the Premises in the amount same condition as the Premises were in upon delivery of $8,698,662.00 issued by Citibankpossession excepting only reasonable wear and tear, N.A. (and shall surrender all keys for the “Letter of Credit”) which Letter of Credit Premises to Landlord is presently holding as security under at the Lease, to be drawn down place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes, and vaults, if any, on the following sums: (i) $7,800,000.00 (Premises. Tenant's obligations to observe or perform this covenant shall survive the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the expiration or other termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoTerm. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord Upon the occurrence of an event of default, all rights of Lessee hereunder to mine, process and Tenant hereby agree thatship coal as provided herein shall, effective as at the option of the Termination DateLessor (except for an event specified in Section 4.1(d) hereof, which event shall cause a forfeiture and termination ipso facto), become forfeited and cease and determine (the Lease date of such forfeiture and cessation to be referred to herein as the term thereof shall terminate and expire“Date of Termination”), and Tenant’s estate in and right of possession to Lessor shall have the Premises shall terminate and be wholly extinguishedright, without notice or demand (except as if said Termination Date was originally set forth in Section 4.2(b)), and without legal action or notice or process required by any Laws and Regulations, to reenter and reclaim the Lease as Coal Reserves and to exclude Lessee therefrom and to hold the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason Coal Reserves free of any matterclaims of Lessee; provided, cause or thing whatsoever from however, that Lessor shall not have the beginning of right to reenter and reclaim the world through Coal Reserves if Lessee has paid to Lessor the Termination Date arising out of or in connection with the Lease or the Premises, or the BuildingBreach Sale Price; provided further, however, that (Ai) neither party Lessee shall be released from any fully comply with, perform and complete all of its reclamation, environmental and other obligations under this Agreement hereunder, (and this Agreement shall survive ii) the termination of the Lease), (B) neither Landlord this Lease in any manner or Tenant for any cause whatever shall be released from not relieve Lessee of its obligation for any indemnification obligations that payment of any sum which may have accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On hereunder at or prior to the Termination DateDate of Termination, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “it being acknowledged that certain of such accrued obligations may be payable under Section 4.2(b) as is” condition. (c) In consideration of this Agreement and the termination part of the Lease, Tenant agrees to permit the letter of credit Breach Sale Price and (iii) in the amount event Lessor shall assume this Lease pursuant to Section 365 of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title Title 11 of the United States Code (the "“Bankruptcy Code"”), then Lessee as debtor-in-possession, or any trustee, receiver or liquidator appointed for Lessee’s benefit shall provide adequate assurance of performance of the terms of this Lease and shall satisfy all other Bankruptcy Code requirements for the assumption of this Lease; and if the trustee does not cure all events of default then existing and provide such adequate assurances under the Bankruptcy Code within the applicable time periods provided by the Bankruptcy Code, then Lessee hereby agrees that cause exists under 11 U.S.C. §362(d) for granting relief from the bankruptcy automatic stay, or Lessor may determine in its sole discretion that the Lease shall be considered deemed rejected and Lessor shall have the right to immediate possession of the Coal Reserves and shall be entitled to all remedies provided by the Bankruptcy Code for damages for breach and/or termination of this Lease. The remedy of termination in the event of default by Lessee as above authorized shall not be deemed or interpreted as the exclusive remedy available to Lessor, and Lessor may require and enforce performance by Lessee of each and every term and provision of this Lease incumbent upon the Lessee to be kept and performed, utilizing any available remedy therefore unless Lessee shall have paid to Lessor the Breach Sale Price in which case Lessor shall not have any further remedies available for a breach and/or termination of this Agreement by Tenant and shall entitle Landlord Lease other than damages incurred in connection with Lessee’s failure to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementfully comply with its obligations described in Section 4.2(a)(ii).

Termination of Lease. It is hereby mutually agreed that either party may terminate this lease at the end of its term by giving to the other party written notice at least ninety days prior thereto, but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration of its term as for a further period of one year and so on from year to year unless or until terminated by either party hereto, giving the other ninety days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this lease be continued for a further period under the terms herein above-mentioned, any allowances given Lessee on the rent during the original term shall not extend beyond such original term, and further provided, however, that if Lessor shall have given such written notice prior to the expiration of any term of its intention to change the terms and conditions of this lease, and Lessee shall not within fifteen (15) days from such notice notify Lessor of Lessee's intention to vacate the demised premises at the end of the current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Lessee shall give notice, as stipulated in this lease, of intention to vacate the demised premises at the end of the present term, or any renewal of extension of it, and shall fail or refuse to vacate on the date designated by notice, then it is expressly agreed that Lessor shall have the option either (a) Landlord to disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the Lease and the term thereof this lease shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, continue thereafter with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hassuch notice had not been given, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLessor may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all present term or any portion renewal or extension, give the said Lessee ten days' written notice of its intention to terminate the lease; whereupon the Lessee expressly agrees to vacate the premises at the expiration of the Work Allowance or period of ten days specified in the notice. All powers granted to Lessor by this lease may be exercised and all obligations imposed upon Lessee by this lease shall be performed by Lessee as well during any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementoriginal term itself.

Termination of Lease. (a) Landlord and Tenant It is hereby agree that, effective as mutually agreed that either party hereto may terminate this Lease at the end of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession Demised Term by giving to the Premises other party written notice thereof at least three hundred sixty-five (365) days prior thereto, but in default of such notice, this Lease shall terminate continue upon the same terms and be wholly extinguished, as if said Termination Date was originally set forth conditions in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease force immediately prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 expiration of the Demised Term hereof as are herein contained except for Basic Rent which shall be adjusted to reflect the then current market rates for space comparable to the Demised Premises as determined by Landlord based upon other of Landlord’s rental properties, for a further period of one (1) year and so on from year to year unless or until termination by either party hereto, giving the other one hundred eighty (180) days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this Lease be continued for a further period under the terms herein-above mentioned, any allowances given Tenant on the Basic Rent during the original term shall survive not extend beyond such original term. In the event that Tenant shall give notice, as stipulated in this Lease, of termination of this Lease at the Lease. Effective as end of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entityDemised Term, or take any other action with respect thereto, free from any claim of Tenant renewal or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assignsextension thereof, and Landlord agrees shall fail or refuse so to accept, vacate the Premises in its “as is” condition. (c) In consideration same on or before the date of this Agreement and the termination of the Lease, then it is expressly agreed that Landlord shall have the right at any time thereafter to give seven (7) days written notice to quit; whereupon the Tenant expressly agrees to permit vacate said premises at the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment expiration of the following sumsseven (7) day period: (ia) $7,800,000.00 (Should Tenant wrongfully continue to occupy the “Termination Fee”) to be drawn down and paid to Landlord in consideration Demised Premises after expiration of the termination term of the this Lease and the other transactions contemplated by this Agreement; and or any renewal or renewals thereof, or after a forfeiture incurred, such tenancy shall (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw without limitation on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days any of Landlord’s receipt rights or remedies therefor) be one at sufferance from month to month at a minimum monthly rent equal to one and one-half times the Base Rent plus additional rent payable for the last month of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto term of this Lease prior to the holdover. Endo Pharmaceuticals Inc. Page 32 Confidential All powers granted to Landlord by this lease may be exercised and all obligations imposed upon Tenant by this Lease shall be performed by Tenant as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at well during any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion extension of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part Demised Term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementDemised Term itself. 40.

Termination of Lease. (a) Upon the occurrence of an Event of Default, Landlord and Tenant hereby agree thatmay terminate this Lease by giving written notice of such termination to Tenant, which termination shall be effective as of the Termination Datedate of such notice or any later date therefor specified by Landlord in such notice (and on the effective date of such termination, all obligations and liabilities of Landlord hereunder shall terminate) and, without further notice and without liability, Landlord shall have the Lease right to repossess the Leased Premises, expel or remove Tenant and any other person or entity who may be occupying the term thereof shall terminate Leased Premises, remove any and expireall of their property from the Leased Premises, and Tenant’s estate in and right of possession to change the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunderlocks. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease recover all loss and damage Landlord may suffer by reason of such termination, whether through inability to relet the Leased Premises on satisfactory terms or otherwise, including without limitation, the following (without duplication by any element of damages): (1) accrued Rent to any person the effective date of termination together with late charges and interest thereon at the Default Rate from the date through the date paid; plus (2) the unamortized cost of the Tenant Finish Improvements, brokers' fees and commissions, attorneys' fees; allowances for moving or entity, or take tenant finish expenses and any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued costs incurred by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with making or executing this Lease to the extent such amounts have not already been recovered by Landlord from Tenant in its damages for loss of rent (such amortized costs being the total of all such costs, times a fraction, the denominator of which shall be the total number of months of the stated Lease Term, and the numerator of which shall be the number of months from the Commencement Date to the effective date of termination); plus (3) the cost of recovering the Leased Premises, including without limitation, attorneys' fees; plus (4) all costs of enforcing this Lease, including, without limitation, the provisions of this subparagraph A against Tenant and any Guarantor; plus (5) all reasonable costs and expenses incurred by Landlord for any repairs, maintenance, changes, alterations and improvements to the Leased Premises (whether to prevent damage or to prepare the Leased Premises for reletting), brokerage commissions, advertising costs, attorneys' fees, any portion economic incentives given to replacement tenants, and costs of collecting rent from replacement tenants (collectively, "Reletting Costs"); plus (6) the present value of the Work Allowance or any reimbursement Rent (discounted at a rate of any amounts previously paid by Tenant interest equal to Landlord in connection with twelve percent [12%] per annum [the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide "Discount Rate") that would have accrued under this Lease for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination balance of the Lease shall automatically Term but for such termination, reduced by the reasonable fair market rental value of the Leased Premises for such balance of the Lease Term (determined from the present value of the actual minimum or base rents and operating Expenses, discounted at the Discount Rate, received and to be null received from Landlord's reletting of the Leased Premises or, if the Leased Premises have not been relet, the minimum or base rents, discounted at the Discount Rate, that would be received from a comparable lease and void comparable tenant for a comparable term and taking into account, among other things, the condition of no further force or effect the Leased Premises, market conditions and the Lease period of time the Leased Premises may reasonably remain vacant before Landlord is able to release the same to a suitable replacement tenant, it being agreed, however, that Landlord's obligation to relet or attempt to relet the Leased Premises is subject to the provisions of subparagraph J below). For purposes of computing the amount of Rent that would have accrued after the effective date of termination, obligations for real estate taxes, insurance costs and Operating Expenses shall continue be projected, based upon the rate of increase, if any, in full force and effect as if this Agreement had never been entered into.such items from the Commencement Date through the termination date; plus (d7) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other costs or amounts necessary to compensate Landlord for all damages caused by Tenant's failure to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementperform its obligations hereunder.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as that in exchange for a fee payable by Tenant to Landlord of Six Hundred Thousand and No/100 Dollars ($600,000.00) (the “Termination Date, the Lease and the term thereof Fee”) which shall terminate and expirebe due when Tenant returns this Termination Agreement to Landlord, and for Tenant’s estate in and right of possession agreement to vacate the Premises shall terminate and be wholly extinguished, (except as if said Termination Date was originally otherwise set forth in the Kriya Sublease) on the “Commencement Date” of the Kriya Lease as (the expiration date thereunder. Effective “Termination Date”), the Lease shall be terminated effective as of the such Termination DateDate and thereafter, neither Landlord nor Tenant shall have any (x) no further rights right to occupy or obligations possess the Premises under the LeaseLease and (y) no further obligation under the Lease with respect to the Premises. The Termination Fee shall be paid as set forth in Section 6 of this Termination Agreement with the balance of such Termination Fee ($60,828.00) being paid in cash upon Tenant’s delivery of an executed copy of this Termination Agreement to Landlord. Landlord and Tenant each expressly acknowledges and agrees that the Lease and all of the parties’ right, except title and interest thereunder and any estate created thereby shall be deemed terminated effective on the Termination Date so long as provided in the parties comply with this Termination Agreement. Effective as of Until the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge shall each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or continue to perform their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its duties and obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord . On or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to before the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except except as otherwise set forth in this Agreementthe Kriya Sublease, it is agreed that in no event Tenant shall Tenant at any time be entitled to receive any other sums from Landlord in connection decommission the Premises, comply with the requirements under Sections 15.1, 15.2, and 15.3 of the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that all keys to the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations Premises and any other damages means of access. In accordance with Section 3.1 of the Lease, the parties hereby acknowledge and agree that if the Termination Date occurs on a date that is not the first day of a month then any Rent paid for the fractional portion of such month after the Termination Date shall be promptly refunded to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementbased on a daily rate for such month.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as In the event of any termination or cancellation of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession with respect to the Subleased Premises prior to the Sublease Expiration Date for any reason whatsoever, this Sublease shall simultaneously terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Leasewithout, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from if due to Sublandlord’s failure to perform any of its obligations under this Agreement Sublease, any liability of Sublandlord to Subtenant. Sublandlord covenants that Sublandlord shall not voluntarily terminate cancel or surrender the Lease with respect to the Subleased Premises prior to the Sublease Expiration Date without Subtenant’s prior written consent (and this Agreement shall survive except in the termination event of a casualty or condemnation, as permitted under the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On Notwithstanding anything contained in Paragraph 12(a) above, in the event of the termination or cancellation of the Lease for any reason whatsoever, or of the surrender of the Lease, whether voluntary, involuntary or by operation of law, or re-entry or dispossess by Landlord, prior to the Termination Sublease Expiration Date, Tenant agrees Landlord may, at its option, take over all of the right, title and interest of Sublandlord under this Sublease, and Subtenant shall, at Landlord’s option, attorney to Landlord for the balance of the Sublease Term, on the then executory provisions of this Sublease, except that Landlord shall not be (i) liable for any previous act or omission of Sublandlord under this Sublease (except Landlord shall be required to cure any continuing defaults of Sublandlord hereunder), (ii) subject to any offset not expressly provided for in this Sublease, which theretofore accrued to Subtenant against Sublandlord, or (iii) bound by any previous modification of this Sublease made without Landlord’s prior written consent or by any prepayment of more than one month’s Sublease Base Rent or Sublease Additional Rent then due. Such attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord. Subtenant waives the provisions of any law now or hereafter in effect that may give Subtenant any right of election to terminate this Sublease or to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, possession of the Subleased Premises in its “as is” conditionthe event any proceeding is brought by Landlord under the Lease to terminate the Lease. (c) In consideration of this Agreement If, during the Sublease Term, (i) Sublandlord shall default beyond all applicable notice and grace periods under the termination of the Lease, Tenant agrees to permit the letter of credit Lease in the amount payment of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security any rent due and payable under the Lease, (ii) Landlord shall thereafter accept payment directly from Subtenant of any such rent otherwise due and payable by Sublandlord as the tenant under the Lease, (iii) Landlord shall agree in writing that such payment by Subtenant shall satisfy Sublandlord’s obligation under the Lease with respect to be drawn down for the payment of the following sums: such rent, and (iiv) $7,800,000.00 (the “Termination Fee”) Subtenant shall give Sublandlord at least five days’ prior written notice of Subtenant’s intention to be drawn down and paid make such payment directly to Landlord and Sublandlord shall not have made such payment to Landlord prior to the end of such notice period, and the amount of any such payments made by Subtenant to Landlord (upon collection by Landlord) shall be credited by Sublandlord against any sums due and payable by Subtenant to Sublandlord under this Sublease. Nothing in consideration this Paragraph 12(c) shall (x) constitute Landlord’s agreement to accept any such payment of rent directly from Subtenant, or be deemed an attornment by Subtenant to Landlord under the Sublease or an acceptance by Landlord of Subtenant as the tenant under the Lease, or require Landlord to do any of the termination foregoing (and Landlord’s failure to agree to do any of the Lease and the other transactions contemplated by foregoing shall not release Subtenant from, or otherwise diminish, any of Subtenant’s obligations under this Agreement; and Sublease or limit or impair any rights or remedies of Sublandlord under this Sublease), or (iiy) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described except as set forth in clause (iiiii) above of this Paragraph 12(c), release Sublandlord from, or otherwise diminish, any of Sublandlord’s obligations under the Lease or this Sublease, or increase, enhance, limit or impair any rights or remedies of Landlord with respect to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with such default by Sublandlord under the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant Nothing in this Paragraph 12 shall be responsible for, and shall indemnify Landlord for, deemed to affect any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating liability that Sublandlord may have to Subtenant pursuant to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPTSublease. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. It is hereby mutually agreed that either party --------------------- hereto may terminate this Lease at the end of the Demised Term by giving to the other party written notice thereof at least 180 days prior thereto, but in default of such notice, this Lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the Demised Term hereof as are herein contained except for Basic Rent which shall be adjusted to reflect the then current market rates for space comparable to the Demised Premises as determined by Landlord based upon other of Landlord's rental properties, for a further period of one year and so on from year to year unless or until termination by either party hereto, giving the other 180 days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this Lease be continued for a further period under the terms herein-above mentioned, any allowances given Tenant on the Basic Rent during the original term shall not extend beyond such original term. In the event that Tenant shall give notice, as stipulated in this Lease, of intention to vacate the Demised Premises at the end of the Demised Term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Landlord shall have the option either: (a) Landlord To disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the this Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguishedcontinue thereafter, as if said Termination Date was originally set forth in the Lease above, with full force precisely as the expiration date thereunder. Effective as of the Termination Dateif such notice has not been given, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant.or (b) On or prior to the Termination DateLandlord may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all Demised Term or any portion renewal or extension thereof, as aforesaid, give the said Tenant ten days' written notice of his intention to terminate the said Lease; whereupon the Tenant expressly agrees to vacate said premises at the expiration of the Work Allowance or any reimbursement of any amounts previously paid said ten day period. All powers granted to Landlord by this lease may be exercised and all obligations imposed upon Tenant by this Lease shall be performed by Tenant to Landlord in connection with the construction as well during any extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part Demised Term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementDemised Term itself.

Termination of Lease. The date on which the Lease terminates (the "Lease Termination Date") shall be as follows: (a) in the event Tenant has provided notice of termination to Landlord, on the date that is the later of (i) the sixtieth day after such notice was given to Landlord or (ii) the day that Tenant vacates the Premises; or (b) in the event Landlord has provided notice of termination to Tenant, on the date that is the later of (i) the ninetieth day after such notice was given to Tenant or (ii) the day that Tenant vacates the Premises. On or before the Lease Termination Date, Tenant and Landlord shall agree in good faith upon pro-rated amounts for the month in which the Lease Termination Date occurs for Base Monthly Rent and all Additional Rent. The party that owes the net amount of such pro-rated amounts shall deliver a check payable to the other party within ten (10) business days of the Lease Termination Date. Landlord shall be entitled to present bills or statements to Tenant during the twelve (12) month period after the Lease Termination Date (but not thereafter) for rent (as defined in the Lease) that is properly attributable to Tenant's occupancy of the Premises through and including the Lease Termination Date. Tenant shall remit such rent to Landlord within ten (10) business days after receipt of the applicable xxxx or statement. Notwithstanding anything contained herein or in the Lease to the contrary, provided that any and all such rent invoiced by Landlord within twelve (12) months after the Lease Termination Date is paid or satisfied, then on the twelve (12) month anniversary of the Effective Date, Tenant shall be deemed to have made a full and final settlement of all Base Monthly Rent and Additional Rent payable by Tenant under the Lease. Tenant shall completely vacate the Premises and deliver actual physical possession of the Premises and improvements (but excluding any fixtures installed by Tenant which can be removed in compliance with the Lease) to Landlord on the Lease Termination Date. Immediately upon vacating the Premises, Tenant shall deliver to Landlord all keys, pass keys, key cards, plans, specifications, designs, blueprints, permits and similar items in its possession relating to the Premises and all other items and information in its possession necessary for Landlord to obtain complete access to the Premises. Tenant shall cause the utilities and services to the Premises to be read as of the Lease Termination Date and such bills will be paid by Tenant. Tenant agrees to terminate any and all contracts and agreements (to which Tenant is a party) of any kind with agents, consultants, advisors, or dealers for the management, maintenance, or other services otherwise relating to the Premises as of the Lease Termination Date. As of the Lease Termination Date, all obligations of Landlord and Tenant hereby agree that, effective as of the Termination Date, under the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor no further force or effect provided that Tenant shall have any further rights or obligations under the Lease, acknowledges and agrees that except as provided above in this Agreement. Effective as Section 5, it will not be relieved of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement the Lease which arise or accrue prior to the Lease Termination Date, all of which shall survive the termination of the Lease), (B) neither Landlord or Tenant and except as provided above in this Section 5, nothing contained herein shall be released from any indemnification obligations that accrued under the Lease prior intended to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord or shall be entitled deemed to lease the Premises release Tenant from or waive Landlord's rights with respect to any person or entity, or take any other action with respect thereto, free from any claim obligations of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid default by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from through the breach of this AgreementLease Termination Date.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective shall have the one time right to terminate the Lease as of January 31, 2012 (“Termination Option”) by providing Landlord with prior written notice (“Termination Notice”) on or before May 6, 2011, but only if (i) Tenant is not in default under any of the terms or provisions of the Lease, beyond any applicable notice and cure period, at the time such Termination DateNotice is given or at the time of the effective date of termination, (ii) the Lease is in full force and effect, (iii) Tenant is in full compliance with the term thereof shall terminate terms and expireconditions with the Lease, and (iv) no sublease of any portion of the Premises has occurred and no assignment of any of Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth interest in the Lease as the expiration date thereunderhas occurred. Effective as of Once “Tenant has delivered to Landlord the Termination DateNotice, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the such Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through TenantNotice is irrevocable. (b) On or prior As a condition precedent to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the any termination of the LeaseLease pursuant to the provisions of this paragraph, Tenant agrees must have delivered to permit the letter of credit in the Landlord, an amount of as a termination fee equal to $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 31,148.04 (the “Termination Fee”). Tenant shall pay the Termination Fee to Landlord at the time “Tenant delivers its Termination Notice to Landlord. In the event that Tenant fails to pay the Termination Fee, Landlord has the option in its sole discretion to void the Termination Notice or to pursue any other remedies available to Landlord. Upon payment of the Termination Fee by Tenant, the Termination Fee is nonrefundable. (c) Tenant shall continue to be drawn down liable for its obligations under the Lease to and paid to Landlord in consideration through the effective date of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Leasetermination, including, without limitation, all or any portion additional rent that accrues pursuant to the terms of the Work Allowance or any reimbursement Lease, with all of any amounts previously paid by Tenant to Landlord in connection with such obligations surviving the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the early termination of the Lease. The rights granted to ‘Tenant under this paragraph are personal to Tenant and in the event of any assignment of the Lease or sublease by Tenant this Termination Option shall automatically thenceforth be null and void and of no further force or effect and effect. On or prior to the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) effective date of termination, Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any surrender possession of the other transactions hereunder. Tenant will execute and deliver Premises to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) in accordance with the provisions of the Lease. Upon termination, Landlord and Tenant agree that the disgorgement will be relieved of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled their obligations under the Lease from Tenant resulting from Lease, except for those accruing prior to the breach effective date of this Agreementsuch termination.

Termination of Lease. (a) Landlord and Tenant hereby agree thatthat the Lease shall terminate on the Effective Date, effective as and Tenant shall vacate and surrender possession of the Termination Premises to Landlord on the Effective Date. In connection with Tenant’s vacation and surrender of the Premises, the Tenant shall comply with Section 18.01 ofthe Restated Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as other applicable terms of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except . Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be construed to release or relieved Tenant from the observance or performance of Tenant’s obligations accruing under the Lease on or before the Effective Date (and all such obligations shall expressly survive the termination ofthe Lease). Tenant acknowledges that, except as may be expressly otherwise agreed in writing by the Chief Executive Officer of Landlord, Tenant shall have ceased all operations upon, surrendered full possession of and fully vacated the Premises (including the removal of any and all personal property of Tenant and/or its sublessees, concessionaires or licensees) on or before the Effective as Date, and there shall be no further use of the Termination DatePremises by Tenant or any other person or entity claiming rights ofuse under or through Tenant. In the event that despite Tenant’s best efforts to remove or cause to be removed all of Tenant’s customers’ vehicles, should certain vehicles remain on or after the Effective Date due to conditions that are outside Tenant’s control, Landlord and Tenant shall reach mutually satisfactory procedures for themselves and their predecessors-in-interestthe ultimate removal of such vehicles. Moreover, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes Tenant shall provide to City a list of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or such vehicles remaining on the Premises, or identifying each vehicle by the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (make and this Agreement shall survive model, the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assignslicense plate number, and Landlord agrees to accept, the Premises in its “as is” conditionvehicle identification number. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) On the last day of the term hereof, or on any sooner termination, Tenant shall surrender the Property to Landlord in the same condition as received, ordinary wear and tear excepted, clean and free of debris. Tenant’s moveable machinery, furniture, fixtures and equipment, other than that which is affixed to the Property so that it cannot be removed without damage to the Property and which Landlord does not require Tenant to remove, may be removed by Tenant upon expiration of the lease term. Tenant shall repair any damage to the Property occasioned by the installation or removal of it trade fixtures, furnishings and equipment. As collateral for Tenant’s performance under this Lease, Tenant hereby agree thatgrants and conveys to Landlord a security interest in all of Tenant’s machinery, effective equipment, furniture, fixtures and other property now or in the future located on the Property, all as set forth more fully in Section 16 of this Lease. Upon termination of this Lease for any cause whatsoever, if Tenant fails to remove its effects, they shall be deemed abandoned and Landlord may, at its option, remove the Termination Datesame in any manner that the Landlord shall choose, store them without liability to the Lease Tenant for loss thereof, and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assignspay the Landlord, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord fordemand, any and all transfer taxesexpenses incurred in such removal, sales taxes including court costs, attorney’s fees and storage charges for any length of time the same shall be in the Landlord’s possession, or other taxes or similar charges imposed by any federalthe Landlord may, state or local governmental authority or under any Law arising from or relating to this Agreementit its option, the Termination Fee without notice, sell said effects, or any part of the other transactions hereundersame, at a private sale and without legal process for such price as the Landlord may obtain and apply the proceeds of such sale upon the amounts due under this Lease from the Tenant to Landlord and upon the expenses incident to the removal and sale of said effects. Tenant will execute shall deliver all keys and deliver combinations o locks within the Property to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that upon termination of this Lease for any reason. Tenant’s obligations to perform under this provision shall survive the disgorgement of any portion end of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementlease term.

Termination of Lease. (a) Landlord Lessor and Tenant hereby Lessee agree thatthat should the fee simple title to a part of the Premises be taken by the government of the United States, effective State of Alaska, or any other government or power whatsoever, or by any corporation under the right of eminent domain, or should a part of the Premises be condemned by any court, city state, borough or governmental authority or office, department or bureau of the city, borough, state or United States, then in such event this Lease shall nevertheless continue in effect as to the remainder of the Premises unless in Lessor’s and Lessee’s judgment so much of the Premises shall be so taken or condemned as to make it economically unsound to attempt to use the remainder for the uses and purposes contemplated herein, in which latter event this Lease shall terminate as of the Termination Datedate of taking of possession by the condemning authority in the same manner as if the whole of the Premises had been thus taken or condemned; provided, however, that if a Leasehold Mortgage then encumbers the Premises this Lease shall not terminate without the prior written consent of the Mortgagee. The Lessee hereby authorizes the Lessor to negotiate the payment of an award from the condemning authority as compensation for a partial taking of the Premises and the term thereof Improvements, provided that the Lessee shall terminate cooperate in negotiations or litigation with the condemning authority upon Lessor’s request. Lessor shall collect the award and expireshall deposit the award (less the costs, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguishedif any, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or incurred by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or Lessor in connection with the Lease or collection‌ of the Premisesaward), with a commercial bank acceptable to Lessor. Such award, less all fees and costs assessed by such commercial bank, shall be distributed by Lessor as follows: First, the award shall be paid to the Lessor until the Lessor has recovered the value of the Land as identified in the most recent Appraisal obtained in accordance with Article III, plus CPI Adjustment from the date of the Appraisal to the date of such payment; Second, the balance of the award, if any shall be paid to Lessor to be used by Lessor to pay the costs necessary to (i) remove the Improvements remaining on such portion of the Premises that were not taken by the condemning agency and restore such remaining portion of the Premises to an undeveloped condition, or (ii) repair, alter and restore the Building; provided that remaining part of the Improvements left on the remaining part of the Premises to a condition acceptable to Lessor, which election of (Ai) neither party or (ii) shall be released from any of its obligations under this Agreement (and this Agreement shall survive made by Lessor in Lessor’s sole discretion; Third, the termination balance of the Lease)award, (B) neither Landlord or Tenant if any, shall be released from any indemnification obligations that accrued under used to pay outstanding indebtedness secured by a Leasehold Mortgage, if any; and Fourth, the Lease prior balance of the award, if any, shall be allocated between the Lessor and the Lessee as follows: (x) Lessor shall receive a portion equal to the Termination Date and remaining award amount times the number of years (Cincluding fractional years) the provisions of Section 8.13 and Section 8.21 of the Lease Term elapsed divided by the total number of years in the Lease Term, and (y) Lessee shall survive receive a portion equal to the termination remaining award times the number of years (including fractional years) remaining in the Lease Term divided by the total numbers of years in the Lease Term. Options to extend that were not timely exercised before the date of the Lease. Effective as taking shall not be included in these calculations, and calculations of the Termination Date, Landlord Lease Term shall be entitled to lease not take into account the Premises to any person or entity, or take any other action with respect thereto, free from any claim date of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the actual termination of the Lease and caused by the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing condemnation. In the balance event of the proceeds such taking or condemnation of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any a portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with Premises where this Lease is not terminated thereby under the construction provisions of the Terrace Space. Contemporaneously herewithfirst sentence of this 0, Landlord Rent payable during the remainder of the Term after taking of possession by said condemning authority shall deliver be reduced on a sight draft just and proportionate basis considering the relative value and square footage of the portion of the Premises thus taken or condemned as compared to the issuer remainder thereof and taking into consideration the extent, if any, to which Lessee’s use of the Letter of Credit in order to obtain payment remainder of the Proceeds, which sight draft Premises shall provide for the Proceeds to be paid to Landlord’s bank account, as designated have been impaired or interfered with by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds reason of the Letter of Creditsuch partial taking or condemnation. The effectiveness of the surrender and termination provided award for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord a partial taking that does not receive the Termination Fee result in accordance with the terms hereof, then the a termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue paid as set forth in full force and effect as if this Agreement had never been entered intoSection 12.3. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant hereby Xxxxxx acknowledge and agree that, that effective as of the Termination Effective Date, the Lease is hereby terminated and the term thereof shall terminate of no further force and expireeffect. 02/22/2019 (Texas Roadhouse, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Inc.) Source Lease as the expiration date thereunderTermination. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except Except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may haveSection 9.04, upon expiration or by reason earlier termination of any matter, cause or thing whatsoever from this Lease Tenant shall surrender the beginning of Premises to Landlord in the world through same condition as existed on the Termination Date arising out of or in connection with the Lease or date Tenant first occupied the Premises, (whether pursuant to this Lease or an earlier lease), subject to reasonable wear and tear. All Alterations shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease, unless Landlord shall, by written notice given to Tenant, require Tenant to remove some or all of Tenant's Alterations, in which event Tenant shall promptly remove the designated Alterations and shall promptly repair any resulting damage, all at Tenant's sole expense. All business and trade fixtures, machinery and equipment, furniture, movable partitions and items of personal property owned by Tenant or installed by Tenant at its expense in the Premises shall be and remain the property of Tenant; upon the expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Building; provided that (A) neither party shall be released from Building caused by such removal. If Tenant fails to remove any of its obligations under this Agreement (and this Agreement shall survive such items or repair such damage promptly after the termination of the Lease), (B) neither Landlord expiration or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the earlier termination of the Lease, Landlord may, but need not, do so with no liability to Tenant, and Tenant agrees shall pay Landlord the cost thereof upon demand. Notwithstanding the foregoing to permit the letter of credit contrary, in the amount event that Landlord gives its consent, pursuant to the provisions of $8,698,662.00 issued by Citibank, N.A. (the “Letter Section 9.01 of Credit”) which Letter of Credit Landlord is presently holding as security under the this Lease, to be drawn down for allow Tenant to make an Alteration in the payment Premises, Landlord agrees, upon Xxxxxx's written request, to notify Tenant in writing at the time of the following sums: (i) $7,800,000.00 (giving of such consent whether Landlord will require Tenant, at Tenant's cost, to remove such Alteration at the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination end of the Lease and Xxxx.Xxxxx Termination. Unless otherwise provided below, in the other transactions contemplated Community Lease Addendum, or otherwise provided by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, you may not cancel this Lease for any reason, including, but not limited to, chapter 5 voluntary or involuntary school withdrawal or transfer, marriage, divorce, pregnancy, loss of title 11 of the United States Code (the "Bankruptcy Code")roommate, shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and bad health, or any other damages reason other than death, unless agreed to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementin writing by us.

Termination of Lease. It is hereby mutually agreed that either party hereto may terminate this Lease at the end of the Demised Term or at the end of either option period by giving to the other party written notice thereof at least 180 days prior thereto, but in default of such notice, this Lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the Demised Term hereof as are herein contained except for Basic Rent which shall be adjusted to reflect the then current market rates for space comparable to the Demised Premises as determined by Landlord based upon other of Landlord's rental properties for Melbourne, Florida, for a further period of one years and so on from year to year unless or until termination by either party hereto, giving the other one hundred eighty (180) days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this Lease be continued for a further period under the terms herein-above mentioned, any allowances given Tenant on the Basic Rent during the original term shall not extend beyond such original term. In the event that Tenant shall give notice, as stipulated in this Lease, of intention to vacate the Demised Premises at the end of the Demised Term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Landlord shall have the option either: (a) Landlord To disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the this Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguishedcontinue thereafter, as if said Termination Date was originally set forth in the Lease above, with full force precisely as the expiration date thereunder. Effective as of the Termination Dateif such notice has not been given, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant.or (b) On or prior to the Termination DateLandlord may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all Demised Term or any portion renewal or extension thereof, as aforesaid, give the said Tenant fifteen (15) days' written notice of his intention to terminate the said Lease; whereupon the Tenant expressly agrees to vacate said premises at the expiration of the Work Allowance or any reimbursement of any amounts previously paid said fifteen (15) day period. All powers granted to Landlord by this lease may be exercised and all obligations imposed upon Tenant by this Lease shall be performed by Tenant to Landlord in connection with the construction as well during any extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part Demised Term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementDemised Term itself.

Termination of Lease. (a) Landlord and Tenant hereby agree thatIf, effective as during the term of the Termination DateSublease, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive expire or the Lease shall sooner terminate, or Tenant shall surrender the Lease to Landlord, Landlord, at its option, upon written notice given to Tenant and Subtenant not more than thirty (30) days after the effective date of such expiration, termination or surrender, and without any additional or further agreement of any kind on the part of Tenant or Subtenant, may elect to require Subtenant to attorn to Landlord. If Landlord so elects, Subtenant, upon demand of Landlord, agrees to execute and deliver such instrument or instruments as Landlord may reasonably request to evidence and confirm the foregoing provisions of this Paragraph 5(a). (b) In the event that Landlord does not elect to exercise its option under Paragraph 5(a) hereof to require Subtenant to attorn, or Landlord gives Subtenant written notice, before the thirtieth (30th) day of the Leasethirty (30) day period referred to in Paragraph 5(a) hereof, to the effect that Landlord will not exercise such option, then, on or before the seventh (7th) day after (i) the expiration of such thirty (30) day period or (ii) Subtenant's receipt of such written notice, whichever shall first occur, Subtenant shall vacate the Sublet Space. Effective as In case of the Termination Datefailure of Subtenant to so vacate the Sublet Space, Landlord shall be entitled to lease all the Premises rights and remedies which are available to any person or entity, or take any a landlord against a tenant holding over after the expiration of a term and to such other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord rights and its successors and assigns, and Landlord agrees to accept, the Premises remedies as may be provided for in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, at law, or in equity. Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibankand Subtenant, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Leaseat Xxxxxxxx's option, shall be deemed to be drawn down for occupying the payment Sublet Space as a tenancy at sufferance at daily Rent equal to 1/30th of an amount equal to the following sums: product of (i) $7,800,000.00 two (2) times the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated monthly fair market value rate multiplied by this Agreement; and (ii) $898,662.00, representing the balance number of square feet of Net Rentable Area in the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoPremises. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord and Tenant It is hereby agree that, effective as mutually agreed that either party hereto may terminate this Lease at the end of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession Demised Term by giving to the Premises other party written notice thereof at least three hundred sixty-five (365) days prior thereto, but in default of such notice, this Lease shall terminate continue upon the same terms and be wholly extinguished, as if said Termination Date was originally set forth conditions in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease force immediately prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 expiration of the Demised Term hereof as are herein contained except for Basic Rent which shall be adjusted to reflect the then current market rates for space comparable to the Demised Premises as determined by Landlord based upon other of Landlord’s rental properties, for a further period of one (1) year and so on from year to year unless or until termination by either party hereto, giving the other one hundred eighty (180) days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this Lease be continued for a further period under the terms herein-above mentioned, any allowances given Tenant on the Basic Rent during the original term shall survive not extend beyond such original term. In the event that Tenant shall give notice, as stipulated in this Lease, of termination of this Lease at the Lease. Effective as end of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entityDemised Term, or take any other action with respect thereto, free from any claim of Tenant renewal or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assignsextension thereof, and Landlord agrees shall fail or refuse so to accept, vacate the Premises in its “as is” condition. (c) In consideration same on or before the date of this Agreement and the termination of the Lease, then it is expressly agreed that Landlord shall have the right at any time thereafter to give seven (7) days written notice to quit; whereupon the Tenant expressly agrees to permit vacate said premises at the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment expiration of the following sums: seven (i7) $7,800,000.00 day period: (a) Should Tenant wrongfully continue to occupy the “Termination Fee”) to be drawn down and paid to Landlord in consideration Demised Premises after expiration of the termination term of the this Lease and the other transactions contemplated by this Agreement; and or any renewal or renewals thereof, or after a forfeiture incurred, such tenancy shall (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw without limitation on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days any of Landlord’s receipt rights or remedies therefor) be one at sufferance from month to month at a minimum monthly rent equal to one and one-half times the Base Rent plus additional rent payable for the last month of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto term of this Lease prior to the holdover. All powers granted to Landlord by this lease may be exercised and all obligations imposed upon Tenant by this Lease shall be performed by Tenant as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at well during any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion extension of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part Demised Term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementDemised Term itself.

Termination of Lease. (a) As an accommodation to Tenant and subject to the terms and conditions stated herein, Landlord and Tenant hereby agree that, effective as has agreed to the early termination of the Termination Datesaid Lease Agreement; therefore, the Lease and the term thereof Termination Date shall terminate and expirebe changed from June 30, and Tenant’s estate in and right of possession 2009 to April 30, 2003 ("Termination Date"). Tenant shall be responsible for relinquishing the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the condition required under Lease as the expiration date thereunderParagraphs 8 ("Acceptance and Surrender of Premises"), 9 ("Alterations and Additions") and 47 ("Hazardous Materials"). Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of Prior to the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning shall conduct a joint inspection of the world Premises to determine the extent of the work required by Tenant to comply with the provisions of said Paragraphs 8 and 9 ("Restoration Work"). In lieu of Tenant completing the required Restoration Work, Tenant agrees (i) to pay to Landlord a fee equal to the total of the estimates received from Landlord's contractors for the Restoration Work ("Restoration Fee") within ten days after Tenant receives Landlord's statement of said Restoration Fee Tenant shall be responsible for paying all Basic Rent and Additional Rent and fulfilling all Lease obligations as contained in said Lease through the Termination Date arising out or the amended Termination Date as the case may be. Notwithstanding the above, Tenant's obligations as stated in Lease Paragraphs 12 ("Taxes"), 17 ("Compliance") and 47 ("Hazardous Materials") shall survive the Termination Date of or this Lease. Notwithstanding the scheduled May 1, 2003 commencement date for the New Premises Lease as set forth in connection Paragraph 6 below, in the event Tenant is unable to obtain phone and internet service ("Phone Service") at the New Premises by the scheduled Termination Date of this Lease, April 30, 2003, Landlord shall allow Tenant a maximum of two weeks (the "Move Out Period") to obtain Phone Service at the New Premises, in which case the Termination Date of this Lease shall be amended to reflect the date Tenant surrenders the Premises to Landlord, and the commencement date of the New Premises Lease shall be changed to the date immediately following the Termination Date of this Lease. Although this Termination Agreement shall be deemed effective upon execution of this Amendment No. 5 by both parties, and Landlord shall be entitled to take possession of the Premises in accordance with the Lease or terms of this Amendment No. 5 and relet them for its own account, the Premises, or the Building; provided that (A) neither party shall be released release of Tenant from any of its obligations under this Agreement Lease as stated in Lease Paragraph 4, including but not limited to the obligation to pay all Rent and other sums due hereunder, shall not be deemed effective unless and until ninety-one (and this Agreement shall survive 91) days have expired from the termination date of the Lease)last payment due under this Amendment No. 5 is paid to Landlord and the funds for the payment have cleared Tenant's bank account and/or the issuing bank and a bankruptcy or insolvency proceeding has not been filed by or against Tenant. In the event a bankruptcy or insolvency proceeding is filed within said ninety-one (91) day period, (B) neither Landlord or the release of Tenant shall be released from any indemnification its future obligations that accrued under the Lease prior shall not be effective and Landlord shall be entitled to recover damages from Tenant in accordance with Section 1951.2 of the California Civil Code and the default provisions of Paragraph 22 ("Bankruptcy and Default") of this Lease for all Rent and other sums due under the Lease through the originally scheduled Lease Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the LeaseJune 30, 2009. Effective as of the Termination DateIn such event, Landlord shall be entitled to lease retain the Premises Consideration Fee and to any person or entity, or take any other action with respect thereto, free from any claim offset the amount of Tenant or any person or entity claiming through Tenant. (b) On or prior the Consideration Fee against all damages recoverable to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) extent permissible under applicable law. In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part 's execution of this Agreement, under any applicable law, including, but not limited to, chapter 5 Tenant waives the provisions of title 11 Section 1950.7 of the United States Code (the "Bankruptcy California Civil Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages claim concerning the security deposit to which be retained by Landlord is entitled under the Lease from Tenant resulting from the breach of and or amounts paid to Landlord pursuant to this Agreement.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive Upon the termination of this Lease by -------------------- expiration of the Lease)term or otherwise, (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under surrender the Lease Demised Premises broom clean and in good condition, excepting only deterioration caused by ordinary wear and tear or fire and other casualty. Tenant shall deliver to Landlord all keys and combinations to locks, safes and vaults. Within ten (10) days prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination expiration of the Lease, Tenant agrees may remove from the Demised Premises all its movable property and Tenant shall repair any damage to permit the letter Demised Premises caused by the removal. All alterations, additions and improvements to the Demised Premises, whether made by or on behalf of credit in Landlord or Tenant, that are incorporated into or permanently attached to the amount of $8,698,662.00 issued by CitibankBuilding so as to become a cam ponent part thereof, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Leasespecifically including but not limited to all elevators, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of shall at the termination of this Lease become the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days property of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event and Tenant shall Tenant at any time not be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all remove them or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Spacecompensation therefor. Contemporaneously herewithFurthermore, Landlord shall deliver a sight draft have the option (a) to declare that any movable property remaining on or in the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then Demised Premises after the termination of the this Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never deemed to have been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement abandoned by Tenant and shall entitle become the property/of Landlord, and Tenant shall not be entitled to any compensation therefor, or (b) to require the Tenant to remove the property and repair all damage resulting from its installation or removal. If Tenant fails to surrender the Demised Premises upon the termination of this Lease, Tenant shall indemnify and hold Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease harmless from Tenant all loss or liability resulting from the breach of this Agreementfailure to vacate the Demised Premises.

Termination of Lease. It is hereby mutually agreed that either party hereto may terminate this lease at the end of said term by giving to the other party written notice thereof at least ninety 90 days prior thereto, but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the term hereof as are herein contained for a further period of one (1) year and so on from year to year unless or until terminated by either party hereto, giving the other ninety (90) days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this lease be continued for a further period under the terms hereinabove mentioned, any allowances given Lessee on the rent during the original term shall not extend beyond such original term, and further provided, however, that if Lessor shall have given such written notice prior to the expiration of any term hereby created, of his intention to change the terms and conditions of this lease, and Lessee shall not within ten (10) days from such notice notify Lessor of Lessee's intention to vacate the demised premises at the end of the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Lessee shall give notice, as stipulated in this lease, of intention to vacate the demised premises at the end of the present term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Lessor shall have the option either (a) Landlord to disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the Lease and the term thereof this lease shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, continue thereafter with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hassuch notice had not been given, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLessor may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all present term or any portion renewal or extension thereof, as aforesaid, give the said Lessee ten days' written notice of his intention to terminate the said lease; whereupon the Lessee expressly agrees to vacate said premises at the expiration of the Work Allowance or said period of ten days specified in said notice. All powers granted to Lessor by this lease may be exercised and all obligations imposed upon Lessee by this lease shall be performed by Lessee as well during any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.original term itself. * *

Termination of Lease. As an accommodation to Tenant and subject to the terms and conditions stated herein, Landlord has agreed to the early termination of said Lease Agreement, therefore, upon the execution of this Amendment No. 2 by all parties hereto, it is agreed that the Lease Termination Date shall be changed from February 29, 2012 to December 31, 2002 (a) Landlord and Tenant hereby agree that, effective as of the "Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder"). Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or be responsible for paying all Basic Rent and Additional Rent and fulfilling all Lease obligations under the Lease, except as provided contained in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world said Lease through the Termination Date arising out as set forth above. Notwithstanding the above, Tenant's obligations as stated in Lease Paragraphs 12 ("Taxes"), 17 ("Compliance") and 53 ("Hazardous Materials") shall survive the Termination Date of or this Lease; it being understood, however, that Tenant's obligations under the aforementioned Paragraphs 12, 17 and 53 shall survive only as to those obligations that accrued and/or occurred during the Term of the Lease. 1 Initial: ------ Westport 17 Although this Termination Agreement shall be deemed effective as of December 31, 2002, and Landlord shall be entitled to take possession and accept surrender of the Premises in connection accordance with the Lease or terms of this Amendment No. 2 and relet them for its own account, the Premises, or the Building; provided that (A) neither party shall be released release of Tenant from any of its obligations under this Agreement Lease as stated in Lease Paragraph 4, including but not limited to the obligation to pay all Rent and other sums due hereunder, shall not be deemed effective unless and until ninety-one (and this Agreement shall survive 91) days have expired from the termination date of the Lease)payments due under Paragraph 1.A ($7,579.03) and Paragraph 2 ($8,549,577.80) are paid to Landlord and the funds for the payments have cleared Tenant's bank account and/or the issuing bank and a bankruptcy or insolvency proceeding has not been filed by or against Tenant. In the event a bankruptcy or insolvency proceeding is filed within said ninety-one (91) day period, (B) neither Landlord or the release of Tenant shall be released from any indemnification its future obligations that accrued under the Lease prior shall not be effective and Landlord shall be entitled to recover damages from Tenant in accordance with Section 1951.2 of the Termination Date California Civil Code and (C) the default provisions of Section 8.13 and Section 8.21 Paragraph 22 of the Lease shall survive for all Rent and other sums due under the termination Lease through the originally scheduled Lease Termination Date of the LeaseFebruary 29, 2012 net of Termination Fee. Effective as of the Termination DateIn such event, Landlord shall be entitled to lease retain the Premises Termination Fee and to any person or entityoffset the amount of the Termination Fee against all damages recoverable to the extent permissible under applicable law. In consideration of the Landlord's execution of this Agreement, or take any other action with respect theretoTenant waives the provisions of Section 1950.7 of the California Civil Code, free from and any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior concerning the security deposit to the Termination Date, Tenant agrees to surrender unto be retained by Landlord and its successors or amounts paid to Landlord pursuant to this Agreement. Tenant represents and assigns, and warrants to Landlord agrees to accept, that Tenant is not insolvent as of the Premises in its “as is” condition. (c) In consideration date of this Agreement and the termination as of the Lease, date Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in executed this Agreement, it is agreed that in and has no event shall Tenant at any time be entitled plans to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide file for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intobankruptcy protection. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

Termination of Lease. (a) Landlord Notwithstanding any provision of the Lease to the contrary, the Lease shall automatically terminate and Tenant hereby agree thatbe of no further force or effect (except for the Surviving Obligations) and all of Tenant’s right, title and interest in the Expansion Premises shall terminate, effective as of 11:59 PM (Eastern) on October 31, 2023 (the “Termination Date”) and Tenant shall vacate same on or before the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate Date in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunderaccordance herewith. Effective as of the Termination Date, neither Landlord Tenant nor anyone claiming by, through, or under Tenant shall have any further rights with respect to any portion of the Expansion Premises or the Building, or the real property and improvements of which the Expansion Premises and the Building are a part, under the Lease or otherwise, and Tenant shall have no further obligations under the Lease, Lease except for the Surviving Obligations and except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise expressly set forth in this Agreement, it is being expressly acknowledged and agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by use restrictions or exclusive use rights with regard to the issuing bank Expansion Premises, the Demised Premises, the Building or the Property (as such term is defined in order to facilitate Landlord’s efforts to draw down the Lease), so called, in favor of Tenant (if any) are hereby terminated and forever released on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt as of the Termination Fee Date. (b) Tenant shall pay all Base Rent and all other amounts payable under the Lease solely for the Expansion Premises and shall perform all other obligations of Tenant under the Lease with respect to the Expansion Premises until the later of (i) the Termination Date (as herein defined), and (ii) upon completion of Tenant’s Expansion Premises Surrender Obligations (as defined herein). Base Rent for the Expansion Premises shall be payable in the amounts set forth in Section 3(a) of the Second Amendment. (c) Tenant shall surrender and yield up to Landlord all of its right, title and interest in the Expansion Premises and vacate, surrender and deliver exclusive possession of the Expansion Premises to Landlord on or before 11:59 P.M. (Eastern) on the Termination Date, in accordance with the terms hereof. If Landlord does not receive the Termination Fee and in accordance with the terms hereof, then the termination of such condition as required under the Lease shall automatically be null and void and of no further force or effect and (the Lease shall continue in full force and effect as if this Agreement had never been entered into“Expansion Premises Surrender Obligations”). (d) Xxxxxx shall obtain final readings of all Utility Services (as such term is defined in the Lease) for the Expansion Premises as of the Termination Date and Tenant shall be responsible for, and shall indemnify Landlord for, any and for paying all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, such amounts due through the Termination Fee Date on or any before the Termination Date (and upon Xxxxxxxx’s written request, Tenant shall provide Landlord with evidence of such payment on the other transactions hereunderTermination Date). Landlord and Tenant will execute and deliver shall cooperate in good faith to Landlord a New York State Form TP 584 and a New York City Form RPThave the utilities serving the Expansion Premises switched to Landlord’s account upon the Termination Date so that utility service to the Demised Premises may remain uninterrupted. (e) Landlord agrees to provide Tenant with a year-end reconciliation of Additional Rent for Calendar Year 2022 in accordance with the Lease, and either party (as applicable) hereby agree to pay the other party for any year-end adjustment and/or reconciliation of Additional Rent for the Calendar Year 2022, depending on whether Tenant’s monthly estimated payments of Additional Rent exceeded the actual Additional Rent amount owed after such actual costs have been determined or whether there is a deficiency owed by Tenant agree that in accordance with the disgorgement of any portion Lease, even if such year-end adjustments or reconciliations occur after the Termination Date but relate to periods prior to the Termination Date. Such amount shall be paid within thirty (30) days after receipt of the Termination Fee or reconciliation statement for the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 same (which obligation shall survive the termination of the United States Code (Lease and is included in the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this AgreementSurviving Obligations.

Termination of Lease. (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have If at any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease time prior to the Termination Date and (C) expiration of the provisions term of Section 8.13 and Section 8.21 the Sublease, the term of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall terminate or be entitled to lease the Premises to terminated for any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, reason including, but not limited to, chapter 5 by operation of title 11 any provisions of the United States Code Lease or of law, Subtenant agrees, at the election and upon demand of Landlord or any other owner of the Land (as defined in the "Bankruptcy Code")Lease) or the Building, or of the holder of any mortgage in possession of the Land or the Building, or of any lessee under any lease to which the Sublease shall be subject and subordinate, to attorn, from time to time, to Landlord or any such owner, holder or lessee, upon the then executory terms and conditions set forth in the Sublease for the remainder of the term demised in the Sublease. In such event, Subtenant agrees that Landlord or any such owner, holder or lessee (i) shall not be bound by any payment of rent or additional rent made by Subtenant to Tenant for more than one month in advance; (ii) shall have no obligation to perform any work under any work letter or otherwise to prepare any space for occupancy pursuant to the provisions of the Sublease; (iii) shall not be liable for any previous act, omission or negligence of Tenant or for the payment of any money owing by, or on deposit with, Tenant for the credit of Subtenant, including, without limitation, any security deposit held by Tenant; (iv) shall not be bound by any amendment or modification of the Sublease made without the written consent of Landlord; (v) shall not be liable for the return of any security deposit except to the extent actually received by Landlord; (vi) shall not be bound by any other provision of the Sublease which in any way increases Landlord’s duties, obligations or liabilities to Subtenant beyond those owed to Tenant under the Lease; (vii) shall be entitled to the full benefits of the limitation of liability set forth in Section 6 of this Consent to Sublease Agreement; and (viii) shall not be subject to any defenses or offsets that Subtenant may have against Tenant. The foregoing provisions of this Section shall inure to the benefit of any such owner, holder or lessee and shall apply notwithstanding that, as a matter of law, the Sublease may terminate upon the termination of the Lease, shall be considered a breach self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Upon demand of Landlord or any such owner, holder or lessee, Subtenant agrees, however, to execute, from time to time, instruments in confirmation of the foregoing provisions of this Agreement Section, satisfactory to Landlord or any such owner, holder or lessee, in which Subtenant shall acknowledge such attornment and shall set forth the terms and conditions of its tenancy as set forth above. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by Landlord or any such owner, holder or lessee. Upon request of Landlord or any such owner, holder or lessee, whether or not made prior to such termination, Tenant and Subtenant shall entitle Landlord to seek the full amount deliver an executed counterpart of the Obligations and Sublease to Landlord. Landlord or any other damages such owner, holder or lessee shall have the right, in each’ s sole discretion, to which Landlord is entitled under elect not to have Subtenant attorn, and, in such event, the Sublease Agreement shall be deemed terminated on the date the Lease from Tenant resulting from is terminated and Landlord shall have no obligation to permit Subtenant to continue to occupy the breach of this AgreementSubleased Premises.

Termination of Lease. (a) Landlord Simultaneously with the execution and Tenant hereby agree thatdelivery hereof, effective as of the Termination Date, the Lease Seller and the term thereof shall terminate Purchaser have executed and expire, and Tenant’s estate in and right of possession delivered to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations tenant under the LeaseXxxxxxxxx Xxxxxx Xxxxx Xxxxxx & Xxxxxx, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the LLP Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of CreditXxxxxxxxx Lease”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 a Lease Termination Agreement (the “Termination FeeAgreement”). Pursuant to the Termination Agreement, Seller, Purchaser and the tenant under the Xxxxxxxxx Lease (“Tenant”) agree that the term of the Xxxxxxxxx Lease shall expire on the sooner to occur of (i) the date on which Tenant surrenders the premises demised thereunder (the “Premises”) to be drawn down and paid to Landlord the landlord under the Xxxxxxxxx Lease (“Landlord”) in consideration accordance with the provisions of the termination of the Lease and the other transactions contemplated by this Agreement; Termination Agreement and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit Outside Date (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described as defined in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with Agreement). Notwithstanding the terms hereof. If Landlord does not receive foregoing, if the Closing under the Purchase Agreement fails to occur on or before April 30, 2004, the Termination Fee in accordance with the terms hereof, then the termination of the Lease Agreement shall automatically be become null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered intoeffect. (db) Tenant shall be responsible forPursuant to the Termination Agreement, and shall indemnify Landlord formust, any and all transfer taxesat Closing, sales taxes or other taxes or similar charges imposed by any federalfund into escrow with Escrowee the sum of $299,000 (the “Termination Payment”). Upon Tenant’s surrender of the Premises in accordance with the provisions of the Termination Agreement, state or local governmental authority or under any Law arising from or relating Escrowee is to this Agreementpay the Termination Payment to Tenant. Notwithstanding the foregoing, the Termination Fee Payment shall be reduced by a per diem amount stipulated in the Termination Agreement for each day that Tenant holds over in the Leased Premises beyond the Outside Date. If Tenant forfeits all or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this AgreementPayment, under any applicable lawsuch amount shall be paid to Purchaser. At Closing, including, but not limited to, chapter 5 of title 11 Seller shall fund into escrow a portion of the United States Code (Termination Payment in the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of $149,000, while Purchaser shall fund into escrow the Obligations and any balance ($150,000). The failure of either party to fund its portion of the Termination Payment at Closing (time being of the essence) shall constitute a default by such party, whereupon the other damages party shall have the remedies accorded to which Landlord is entitled under it by Article 12 of the Lease from Tenant resulting from the breach of this Purchase Agreement.

Termination of Lease. It is hereby mutually agreed that either party hereto may determine this lease at the end of the said term by giving to the other party prior written notice thereof in accordance with paragraph #1.(1), but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration or the term hereof as are herein contained for a further period as specified in paragraph #1.(m), and so on from renewal to renewal unless or until termination by either party hereto, giving the other the aforementioned written notice for renewal previous to expiration of the then current term; PROVIDED, however, that if Lessor shall have given such written notice prior to the expiration of any term hereby created, of its intention to change the terms and conditions of this lease, and Lessee shall not within thirty days from such notice notify Lessor of Lessee's intention to vacate the demised premises at the end of the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Lessee shall give notice, as stipulated in this lease, of intention to vacate the demised premises at the end of the present term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Lessor shall have the option either (a) Landlord to disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the Lease and the term thereof this lease shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, continue thereafter with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hassuch notice had not been given, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLessor may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all present term or any portion renewal or extension thereof, as aforesaid, give the said Lessee ten days written notice of his intention to terminate the said lease; whereupon the Lessee expressly agrees to vacate said premises at the expiration of the Work Allowance or said period of ten days specified in said notice. All powers granted to Lessor by this lease may be exercised and all obligations imposed upon Lessee by this lease shall be performed by Lessee as well during any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord original term itself. Inability to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.give Possession

Termination of Lease. It is hereby mutually agreed that either party hereto may determine this lease at the end of said term by giving to the other party written notice hereof at least ninety (90) days prior thereto, but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the term hereof as are herein contained for a further period of one year and so on from May 1st to April 30th unless or until terminated by either party hereto, giving the other ninety days written notice for removal previous to expiration of the then current term; PROVIDED, however, that should this lease be continued for a further period under the terms hereinabove mentioned, any allowances given Lessee on the rent during the original term shall not extend beyond such original term, and further provided, however, that if Lessor shall have given such written notice prior to the expiration of any term hereby created, of his intention to change the terms and conditions of this Lease, and Lessee shall not within sixty days from such notice notify Lessor of Lessee's intention to vacate the demised premises at the end of the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Lessee shall give notice, as stipulated in this lease, of intention to vacate the demised premises at the end of the present term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Lessor shall have the option either (a) Landlord to disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the Lease and the term thereof this lease shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, continue thereafter with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hassuch notice had not been given, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLessor may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within (30) thirty days after the Lease, including, without limitation, all present term or any portion renewal or extension thereof, as aforesaid, give the said Lessee ten days written notice of his intention to terminate the said lease; whereupon the Lessee expressly agrees to vacate said premises at the expiration of said period of ten (10) days specified in said notice. All powers granted to Lessor by this lease may be exercised and all obligations imposed upon Lessee by this lease shall be performed by Lessee as well as during any extension of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementoriginal term itself.

Termination of Lease. As to each Premises Increment, the Lease shall terminate as of 12:00 midnight on the respective Termination Date (aas defined in Paragraph 2 below) Landlord applicable thereto, and Tenant hereby agree thatall rights, liabilities and duties of the parties under the Lease and with respect to each Premises Increment shall terminate effective as of the respective Termination Date applicable thereto as if it were the Expiration Date; provided, however, that: (a) Tenant’s obligation to comply with all covenants and agreements under the Lease with respect to each Premises Increment shall continue through and including the term thereof shall terminate and expirerespective Surrender Date (as defined in Paragraph 2 below) applicable thereto; (b) Nothing contained herein is intended to release Tenant or Landlord from any of their respective obligations accruing under the Lease with respect to any Premises Increment prior to the Surrender Date applicable thereto, and Tenantwithout limitation of the foregoing, each party’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth indemnification obligations contained in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge with respect to each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement Premises Increment shall survive the termination of the Lease)Lease as respects such Premises Increment with respect to all claims, (B) neither Landlord liabilities, damages, costs and expenses, including attorneys’ fees, arising from or Tenant shall be released from any indemnification obligations connected with circumstances, actions or omissions that accrued under the Lease occurred prior to the Termination Surrender Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect applicable thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition.; (c) In consideration Tenant shall vacate and surrender each Premises Increment to Landlord vacant and free and clear of this Agreement any subtenants or other occupants except as provided in Paragraph 6 below, and in the termination condition required by the Lease upon the expiration thereof, on or before the Termination Date applicable thereto, and without limitation, Tenant shall remove from each Premises Increment all of Tenant’s furniture, fixtures, equipment and other personal property; provided, however, that, notwithstanding anything to the contrary contained herein or in the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (dI) Tenant shall be responsible forhave no obligation to remove any alterations, and additions, improvements or cabling from any Premises Increment; (II) Tenant shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating have no obligation to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting remove from the breach of this Agreement.Staging Premises any furniture, dbr

Termination of Lease. It is hereby mutually agreed that either party hereto may terminate this Lease at the end of said term by giving to the other party written notice thereof at least one hundred eighty (180) days prior thereto, but in default of such notice, this lease shall continue upon the same terms and conditions in force immediately prior to the expiration of the term hereof as are herein contained for a further period of one (1) year and so on from….year….to….year….unless or until terminated by either party hereto, giving the other ninety (90) days written notice for removal previous to expiration of the then current term: PROVIDED, however, that should this Lease be continued for a further period under the terms hereinabove mentioned any allowances given Lessee on the rent during the original term shall not extend beyond such original term, and further provided, however, that if Lessor shall have given such written notice prior to the expiration of any term hereby created of his intention to change the terms and conditions of this Lease, and Lessee shall not within (10) days EXHIBIT 10.1 XXXXXX ROAD LEASE from such notice notify Lessor of Lessee’s intention to vacate the demised premises at the end of the then current term, Lessee shall be considered as Lessee under the terms and conditions mentioned in such notice for a further term as above provided, or for such further term as may be stated in such notice. In the event that Lessee shall give notice, as stipulated in this Lease, of intention to vacate the demised premises at the end of the present term, or any renewal or extension thereof, and shall fail or refuse so to vacate the same on the date designated by such notice, then it is expressly agreed that Lessor shall have the option either (a) Landlord to disregard the notice so given as having no effect, in which case all the terms and Tenant hereby agree that, effective as conditions of the Termination Date, the this Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, continue thereafter with full force precisely as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now hasnotice had not been given, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination DateLessor may, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with within thirty days after the Lease, including, without limitation, all present term or any portion renewal or extension thereof, as aforesaid, give the said Lessee ten (10) days written notice of his intention to terminate the said Lease; whereupon the Lessee expressly agrees to vacate said premises at the expiration of the Work Allowance or said period of ten days specified in said notice. All powers granted to Lessor by this Lease may be exercised and all obligations imposed upon Lessee by this Lease shall be performed by Lessee as well during any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction extension of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part original term of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of Lease as during the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreementoriginal term itself.