National Financial Partners (NFP)

SECTION 15.    Miscellaneous

a) No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and the provisions of Awards to individual Participants need not be the same in subsequent years.

b) Death/Disability. The Committee may in its sole discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may, in its discretion, also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

c) Successors and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

d) Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

e) Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Employer and their employees, agents and representatives with respect thereto.

f) Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

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Table of Contents

MISCELLANEOUS

Section 37.1 This Lease is offered for signature by Tenant and it is understood that this Lease shall not be binding upon Landlord or Tenant unless and until Landlord and Tenant shall have executed and delivered a fully executed copy of this Lease to each other.

Section 37.2 Neither the partners (direct or indirect) comprising Landlord, nor the shareholders (nor any of the partners comprising same), partners, directors or officers of any of the foregoing (collectively, the “Parties”) shall be liable for the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and shall not seek any damages against any of the Parties. The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, and the transfer of the security deposit to the purchaser, grantee, assignee or transferee, as the case may be, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder to the extent that such transferee assumes the obligations of Landlord under this Lease, subject to the terms hereof. Prior to any such sale, conveyance, assignment or transfer, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations. After any such sale, conveyance, assignment or transfer, to the extent that the transferee shall have not assumed Landlord’s obligations under this Lease, the liability of Landlord for such obligations shall be limited to the proceeds of such transfer received by it.

Section 37.3 Notwithstanding anything contained in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent, Escalation Rent, additional rent or Rental, shall constitute rent for the purposes of Section 502(b) (7) of the Bankruptcy Code.

Section 37.4 Tenant shall reimburse Landlord as additional rent, within ten (10) days after rendition of a statement, for all expenditures made by, or damages or fines sustained or

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incurred by, Landlord, due to any Event of Default by Tenant under this Lease, with interest thereon at the Applicable Rate.

Section 37.5 (A) If there is a dispute between Landlord and Tenant as to the reasonableness of Landlord’s refusal to (i) consent to any subletting or assignment where Landlord has agreed pursuant to the terms of Article 12 hereof to be reasonable or (ii) approve any contractor or plans and specifications where Landlord has agreed pursuant to the terms of Article 3 hereof to be reasonable, Tenant shall give Landlord a notice setting forth the reasons for its dispute, and if within two (2) Business Days after Landlord’s receipt of such notice, Landlord and Tenant shall be unable to resolve such dispute, such dispute shall be resolved by arbitration conducted pursuant to the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”); provided, however, that with respect to any such arbitration: (i) the list of arbitrators referred to in said Rules shall be returned within five (5) Business Days from the date of mailing; (ii) the parties shall notify the AAA, by telephone, within three (3) Business Days of any objections to the arbitrator appointed and will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with the Rules of the AAA; (iii) the hearing shall be held within five (5) Business Days after the appointment of the arbitrator; and (iv) the arbitrator shall render its determination within five (5) Business Days after the completion of the hearing. Except to the extent expressly provided herein, no other disputes hereunder shall be resolved by arbitration.

(B) If the determination of any such arbitration shall be that Landlord was unreasonable in refusing to consent to such subletting, then unless Landlord shall have acted arbitrarily or capriciously in its refusal to grant such consent, Tenant’s sole remedy arising out of such arbitrator’s determination shall be the right to enter into the proposed subletting.

(C) The arbitrators shall be bound by the provisions of this Lease and shall not have the power to add to, subtract from, or otherwise modify such provisions. Each of the arbitrators shall have at least ten (10) years’ experience in the business of managing first-class office buildings located in Manhattan or acting as a real estate broker dealing with such office buildings.

Section 37.6 Tenant hereby waives any claim against Landlord which Tenant may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval requested by Tenant, and Tenant agrees that its sole remedy shall be an action or proceeding to enforce any related provision or for specific performance, injunction or declaratory judgment except in the case that Landlord has maliciously or otherwise in bad faith withheld any such consent or approval in which case Tenant may bring an action against Landlord for damages. In the event of such determination, the requested consent or approval shall be deemed to have been granted; however, Landlord shall have no liability to Tenant for its refusal or failure to give such consent or approval in the absence of a judicial determination of malice or bad faith on the part of Landlord. Tenant’s sole remedy for Landlord’s unreasonably withholding or delaying consent or approval shall be as provided in this Section 37.6.

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Section 37.7 Landlord may, from time to time, designate an agent who is authorized to act on behalf of Landlord with respect to the performance of Landlord’s obligations under this Lease. Until such time as Landlord shall notify Tenant to the contrary, CB Richard Ellis, Inc. is designated as such an agent. Tenant shall deal solely with CB Richard Ellis, Inc. in the administration and performance of Landlord’s obligations under this Lease until such time as Tenant is notified that CB Richard Ellis, Inc. is no longer acting as an agent of Landlord. Landlord may designate an additional or new agent upon ten (10) days notice to Tenant. Tenant acknowledges that CB Richard Ellis, Inc. or any such agent is acting solely as agent for Landlord in connection with the foregoing and CB Richard Ellis, Inc. or any such agent and its direct and indirect partners, officers, shareholders, directors and employees shall have no liability to Tenant in connection with the performance of Landlord’s obligations under this Lease except for its gross negligence and Tenant hereby waives any and all claims against any such party arising out of, or in any way connected with, this Lease or the Real Property except for its gross negligence.

Section 37.8 All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

Section 37.9 Subject to Requirements, Unavoidable Delays and the terms and conditions of this Lease, including without limitation the Rules and Regulations, Tenant shall have access to the Building and the Premises twenty-four hours per day, seven days per week, three hundred sixty-five days per year.

Section 37.10 Throughout the Term, in the event that Tenant shall no longer be required pursuant to applicable law to make its annual financial statements public, Tenant shall, upon Landlord’s request, provide Landlord with its annual financial statements not later than one hundred twenty (120) days after the end of Tenant’s fiscal year. Such financial statements must be prepared in accordance with GAAP, audited by one of the so-called “big four” public accounting firms, include a balance sheet and an income statement, and show any changes in the cash and capital of the relevant entity and include all associated footnotes.

Section 37.11 In the event of any litigation or arbitration arising out of this Lease, the prevailing party shall be entitled to receive from the losing party an amount equal to the prevailing party’s reasonable costs incurred in such litigation or arbitration, including, without limitation, the prevailing party’s reasonable attorneys’ fees, costs and disbursements. If both parties are partially successful, such fees and expenses shall be apportioned between Landlord and Tenant in inverse proportion to the amount by which such decision is favorable to each party.

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