Exhibit 10.12



METROPOLITAN LIFE INSURANCE COMPANY

Landlord

and

CREDIT SUISSE FIRST BOSTON (USA), INC.

Tenant

AMENDED AND RESTATED LEASE      Dated: as of December 17, 2003

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One Madison Avenue, New York, New York

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TABLE OF CONTENTS

|Article                                                                |  | Page
|---------------------------------------------------------------------- |  | ----
|Article 1 DEFINITIONS                                                  |  | 1   
|Article 2 LEASING AND TERM                                             |  | 10  
|Article 3 ACCEPTANCE OF DEMISED PREMISES BY TENANT                     |  | 11  
|Article 4 RENT                                                         |  | 12  
|Article 5 IMPOSITIONS                                                  |  | 14  
|Article 6 USE AND OPERATION OF THE DEMISED PREMISES                    |  | 19  
|Article 7 INSURANCE                                                    |  | 24  
|Article 8 DAMAGE OR DESTRUCTION                                        |  | 32  
|Article 9 MAINTENANCE; TENANT ALTERATIONS; CERTAIN REIMBURSEMENTS; ETC |  | 36  
|Article 10 SERVICES BY LANDLORD                                        |  | 50  
|Article 11 UTILITIES                                                   |  | 50  
|Article 12 MECHANIC'S LIENS                                            |  | 51  
|Article 13 INSPECTION                                                  |  | 52  
|Article 14 ASSIGNMENT; SUBLETTING                                      |  | 54  
|Article 15 INDEMNIFICATION                                             |  | 66  
|Article 16 CONDEMNATION                                                |  | 68  
|Article 17 CONDITIONAL LIMITATIONS; OTHER DEFAULTS                     |  | 71  
|Article 18 REMEDIES OF LANDLORD: WAIVER OF REDEMPTION                  |  | 74  
|Article 19 SURRENDER                                                   |  | 76  
|Article 20 CERTIFICATE OF OCCUPANCY                                    |  | 78  
|Article 21 ARBITRATION                                                 |  | 79  
|Article 22 QUIET ENJOYMENT                                             |  | 79  
|Article 23 CERTIFICATES                                                |  | 79  
|Article 24 NOTICES                                                     |  | 80  
|Article 25 MEMORANDUM OF LEASE                                         |  | 81  
|Article 26 SUBORDINATION                                               |  | 81  
|Article 27 MISCELLANEOUS                                               |  | 83  
|Article 28 HAZARDOUS MATERIAL                                          |  | 89  
|Article 29 RENEWAL OPTIONS                                             |  | 94  

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|Article 30 COMPUTATION OF RENT FOR EXTENSION TERMS   |  | 96 
|---------------------------------------------------- |  | ---
|Article 31 NAME OF SOUTH BUILDING; SIGNAGE           |  | 98 
|Article 32 ROOF INSTALLATIONS                        |  | 101
|Article 33 RIGHT OF FIRST OFFER                      |  | 103
|Article 34 SERVICES BY TENANT                        |  | 107
|Article 35 OPERATING EXPENSES                        |  | 112
|Article 36 TENANT'S INABILITY TO PROVIDE SERVICES    |  | 120
|Article 37 ELECTRIC                                  |  | 121
|Article 38 ALTERATIONS AND INSTALLATIONS BY LANDLORD |  | 122
|Article 39 LANDLORD'S FAILURE TO COMPLY              |  | 127



|Schedule A   |  | Description of the Land                                                                      
|------------ |  | ---------------------------------------------------------------------------------------------
|Schedule B-l |  | Rentable Square Feet allocable to each floor of the South Building                           
|Schedule B-2 |  | Rentable Square Feet allocable to each floor of the Tower                                    
|Schedule C   |  | Tax Agreement                                                                                
|Schedule D   |  | Matters which the Lease is subject to                                                        
|Schedule E   |  | Plan delineating the portion of the South Building lobby not included in the Demised Premises
|Schedule F   |  | List of Major Building Equipment                                                             
|Schedule G   |  | Landlord's Rehabilitation Work                                                               
|Schedule H   |  | Intentionally omitted                                                                        
|Schedule I   |  | Landlord Non-Disturbance Agreement                                                           
|Schedule J   |  | List of Arbitrators                                                                          
|Schedule K   |  | Intentionally Omitted                                                                        
|Schedule L   |  | Mortgagee Non-Disturbance Agreement                                                          
|Schedule M-l |  | Landlord's ICIP Application                                                                  
|Schedule M-2 |  | Tenant's ICIP Application                                                                    
|Schedule N   |  | Retail Space One                                                                             

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|Schedule O |  | Retail Space Two           
|---------- |  | ---------------------------
|Schedule P |  | Delivery Condition Disputes
|Schedule Q |  | HVAC Specifications        
|Schedule R |  | Rules and Regulations      

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INDEX OF TERMS

|ADA                                      |  | 21 
|---------------------------------------- |  | ---
|Additional Bidders                       |  | 43 
|Additional Rent                          |  | 1  
|adequate assurance of future performance |  | 65 
|adjusted by CPI                          |  | 23 
|Affiliate                                |  | 2  
|Alteration Notice                        |  | 77 
|Annual Expense Budget                    |  | 38 
|Annual Maintenance Program               |  | 38 
|Appropriate Engineer                     |  | 48 
|Approved Arbitrator List                 |  | 64 
|Assumed Rent                             |  | 2  
|Base Amount                              |  | 43 
|Bridge                                   |  | 2  
|Bridge Agreement                         |  | 23 
|Building                                 |  | 2  
|Building Systems                         |  | 2  
|Business Associates                      |  | 55 
|Business Days                            |  | 2  
|Business Hours                           |  | 108
|Casualty Proceeds                        |  | 30 
|Commencement Date                        |  | 2  
|Competitor                               |  | 2  
|Computation Date                         |  | 96 
|Computation Period                       |  | 96 
|Computation Periods                      |  | 97 
|Condominium                              |  | 2  
|Construction Manager                     |  | 35 
|Consumer Price Index                     |  | 23 
|Contractors                              |  | 45 
|Cost Savings                             |  | 113
|Costs                                    |  | 40 
|CSFB                                     |  | 2  
|CSFB Realty                              |  | 86 
|CSFB Tower Space                         |  | 2  
|Cut-Off Date                             |  | 119
|Damage Date                              |  | 32 
|Damage Payment                           |  | 33 
|Damage Termination Notice                |  | 32 
|Date of Taking                           |  | 68 
|Declaration                              |  | 88 
|Default                                  |  | 71 
|Delivery Condition                       |  | 3  

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|Delivery Space                        |  | 3    
|------------------------------------- |  | -----
|Demised Premises                      |  | 3    
|Depository                            |  | 30   
|Designated Representative             |  | 86   
|Disapproval Grounds                   |  | 57   
|Dispute Notice                        |  | 43   
|Effective Date                        |  | 3    
|Election Period                       |  | 32   
|Ellis                                 |  | 86   
|Emergency Reimbursement Amount        |  | 46   
|Encumbrance                           |  | 34   
|Engineer                              |  | 48   
|ERISA                                 |  | 87   
|ESG                                   |  | 86   
|Estimated Actual Life                 |  | 44   
|Estimated Substantial Completion Date |  | 41   
|Estimated Useful Life                 |  | 44   
|Exchange Period                       |  | 96   
|Excluded Transactions                 |  | 58   
|Executive Dedicated Elevators         |  | 109  
|Exercise Notice                       |  | 95   
|Existing Expense Budget               |  | 37   
|Existing Furniture                    |  | 11   
|Existing Maintenance Program          |  | 37   
|Expenses                              |  | 3    
|Expiration Date                       |  | 3    
|Extension Term                        |  | 95   
|Extension Terms                       |  | 95   
|fair market rent                      |  | 96   
|Fee Mortgage                          |  | 3, 81
|Fee Mortgagee                         |  | 82   
|Fee Mortgages                         |  | 81   
|Financial Statement                   |  | 86   
|First Extension Term                  |  | 95   
|First-Class Office Buildings          |  | 3    
|First-Class Standard                  |  | 36   
|General Common Elements               |  | 3    
|Hazardous Material                    |  | 91   
|HLW Report                            |  | 3    
|ICIP Benefits                         |  | 3    
|ICIP Law                              |  | 17   
|IDA                                   |  | 26   
|IDA Premises                          |  | 66   
|Impositions                           |  | 3    
|Improvements                          |  | 4    
|Incentives Program                    |  | 47   

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|Included Assignment                      |  | 58  
|---------------------------------------- |  | ----
|Included Sublease                        |  | 58  
|Indemnity Costs                          |  | 20  
|In-House Service Providers               |  | 20  
|Insurance Requirements                   |  | 4   
|Interest Rate                            |  | 4   
|Interim Period                           |  | 98  
|Investment Grade Entity                  |  | 98  
|JBB Report                               |  | 4   
|Land                                     |  | 4   
|Landlord                                 |  | 1, 5
|Landlord Alterations                     |  | 122 
|Landlord Carryover Credit                |  | 106 
|Landlord Monetary Default                |  | 127 
|Landlord Non-Disturbance Agreement       |  | 62  
|Landlord Non-Monetary Default            |  | 127 
|Landlord Parties                         |  | 5   
|Landlord Profit                          |  | 106 
|Landlord Roof Installation               |  | 102 
|Landlord Shared Services Default         |  | 127 
|Landlord Space                           |  | 5   
|Landlord's Amenities Proportionate Share |  | 5   
|Landlord's Business Associates           |  | 104 
|Landlord's Lobby Share                   |  | 117 
|Landlord's Offer Notice                  |  | 104 
|Landlord's Plans                         |  | 123 
|Landlord's Proportionate Share           |  | 5   
|Landlord's Repair Obligations            |  | 5   
|Landlord's Selected Bidder               |  | 43  
|Landlord's Successors                    |  | 6   
|Landlord's Systems                       |  | 6   
|Landlord's Total Cost                    |  | 106 
|Landlord's Transaction Costs             |  | 106 
|Large Retailer                           |  | 100 
|Lease                                    |  | 6   
|Legal Requirement Alteration             |  | 39  
|Legal Requirements                       |  | 6   
|Limited Common Elements                  |  | 6   
|Long-term                                |  | 99  
|Major Building Equipment                 |  | 41  
|Major Retail Subtenant                   |  | 100 
|Material Alterations                     |  | 123 
|Material Monetary Default                |  | 6   
|Measuring Fraction                       |  | 44  
|Mechanical Space                         |  | 6   
|MetLife                                  |  | 6   

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|Minimum Rent                              |  | 6  
|----------------------------------------- |  | ---
|Net Rent Base Increase Date               |  | 7  
|Non-Retail Consent Rights                 |  | 57 
|Non-Retail Space                          |  | 7  
|Notice                                    |  | 80 
|NPS                                       |  | 47 
|Offer Space                               |  | 103
|Operating Expenses                        |  | 112
|Operating Payment                         |  | 117
|Operating Statement                       |  | 116
|Operating Year                            |  | 116
|Original Bidders                          |  | 43 
|Original Determination                    |  | 96 
|Original Lease                            |  | 1  
|Original Premises                         |  | 1  
|Original Services Agreement               |  | 50 
|Original Sublease                         |  | 1  
|Overrun                                   |  | 44 
|Overrun Notice                            |  | 44 
|Partial Restoration                       |  | 69 
|Permitted Encumbrance                     |  | 37 
|Permitted Substances                      |  | 20 
|Permitted Transfer                        |  | 62 
|Plan                                      |  | 87 
|Plans and Specifications                  |  | 38 
|Plans and Specifications Notice           |  | 41 
|Profit                                    |  | 59 
|Programmed Maintenance Items              |  | 38 
|Proposed Commencement Date                |  | 104
|Proposed Lease Term                       |  | 104
|Public Authority                          |  | 8  
|Qualified Alteration                      |  | 40 
|Qualified Overrun                         |  | 45 
|Recapture Offer Notice                    |  | 55 
|Recapture Space                           |  | 56 
|Records                                   |  | 119
|Rehabilitation Work                       |  | 46 
|Reimbursable Legal Requirement Alteration |  | 39 
|Reimbursable Replacement                  |  | 39 
|Reimbursable Structural Work              |  | 40 
|Reimbursement Amount                      |  | 43 
|Remaining Retail Space                    |  | 100
|Reminder Notice                           |  | 95 
|Rent                                      |  | 8  
|Required Consent Information              |  | 57 
|Required Insurance                        |  | 24 

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|Required Replacements                       |  | 36  
|------------------------------------------- |  | ----
|Restoration                                 |  | 32  
|Retail Space                                |  | 8   
|Retail Space One                            |  | 8   
|Retail Space Two                            |  | 8   
|Retail Standards                            |  | 58  
|Retained Space                              |  | 8   
|Roof Areas                                  |  | 102 
|Roof Installation Notice                    |  | 103 
|Rules and Regulations                       |  | 111 
|SEC                                         |  | 86  
|Second Alteration Request                   |  | 77  
|Second Approval Request                     |  | 42  
|Second Consent Request                      |  | 57  
|Second Default Notice                       |  | 72  
|Second Extension Term                       |  | 95  
|Second Landlord Default Notice              |  | 127 
|Second Landlord's Offer Notice              |  | 104 
|Second Recapture Notice                     |  | 56  
|Selected Arbitrator                         |  | 64  
|Service Contracts                           |  | 11  
|Services                                    |  | 107 
|Shared Services Agreement                   |  | 8   
|SHPO                                        |  | 47  
|Sixth Floor Space                           |  | 8   
|South Building                              |  | 8   
|South Building Improvements                 |  | 8   
|Specialty Alterations                       |  | 9   
|Specified Damage Termination Date           |  | 32  
|Structural Work                             |  | 40  
|Subordination and Non-Disturbance Agreement |  | 82  
|Subway Entrance                             |  | 4   
|Taking                                      |  | 9   
|Tax Agreement                               |  | 16  
|Tax Credit Work                             |  | 47  
|Tax Credits                                 |  | 47  
|Tax Deposits                                |  | 18  
|Tax Payment                                 |  | 119 
|Tax Statement                               |  | 119 
|Tax Year                                    |  | 9   
|Tenant                                      |  | 1, 9
|Tenant Alterations                          |  | 36  
|Tenant Parties                              |  | 9   
|Tenant Roof Installation                    |  | 101 
|Tenant Work                                 |  | 47  
|Tenant's Preferred Bidder                   |  | 43  

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|Tenant's Property            |  | 24 
|---------------------------- |  | ---
|Tenant's Transaction Costs   |  | 59 
|Term                         |  | 10 
|Testing                      |  | 91 
|Third Extension Term         |  | 95 
|Total Cost                   |  | 59 
|Total Income                 |  | 59 
|Total Lease Income           |  | 106
|Tower                        |  | 9  
|Tower Improvements           |  | 9  
|Treasury Rate                |  | 75 
|Triple Net Commencement Date |  | 10 
|Tunnel                       |  | 10 
|Tunnel Agreement             |  | 23 
|Unavoidable Delays           |  | 10 
|Units                        |  | 88 
|Utilities                    |  | 50 
|Voluntary Alterations        |  | 36 
|Work                         |  | 40 
|Works of Art                 |  | 12 

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AMENDED AND RESTATED LEASE

This AMENDED AND RESTATED LEASE dated as of December 17, 2003, betweenMETROPOLITAN LIFE INSURANCE COMPANY("Landlord"), a New York corporation having its principal office at One Madison Avenue, New York, New York 10010, andCREDIT SUISSE FIRST BOSTON
(USA), INC.("Tenant"), a Delaware corporation, having an office at Eleven Madison Avenue, New York, New York 10010-3629.

W I T N E S S E T H

Pursuant to that certain Lease dated as of February 22, 2001, as amended to the date hereof (the"Original
Lease") between Landlord and Tenant, Landlord leased to Tenant certain land and improvements commonly known as One Madison Avenue, New York, New York.

The
Original Lease demised the entire South Building and the Tower portions of the Building (the"Original Premises").

Pursuant
to that certain Sublease dated as of February 22, 2001 (the"Original Sublease") between Landlord and Tenant, Landlord
subleased portions of the Tower and South Building from Tenant.

Simultaneously
herewith Landlord and Tenant have executed that certain Termination of Sublease Agreement which terminates the Original Sublease as of the Effective Date.

Landlord
and Tenant desire to amend and restate the Original Lease to exclude from the Demised Premises as of the Effective Date the portions of the South Building and Tower which were
previously subject to the Original Sublease.

NOW,
THEREFORE, in consideration of One Dollar ($1.00), the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree that from and after the Effective Date the Original Lease is amended and restated in its entirety as follows:

ARTICLE 1

DEFINITIONS

Section 1.1.    As
used in this Lease, the following terms have the following respective meanings:



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3

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4

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5

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7

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ARTICLE 2

LEASING AND TERM

Section 2.1.Demised Premises; Term of Lease.Pursuant to the Original Lease, Landlord leased to Tenant,
and Tenant rented from Landlord, the Original Premises, subject only to the matters described in Schedule D of the Original Lease, for a term (the "Term")commencing on the Commencement Date and
expiring at midnight on the Expiration Date. From and after the Effective Date, upon and subject to the
conditions and limitations set forth below, Landlord leases to Tenant, and Tenant does rent from Landlord, the Demised Premises, subject only to the matters described in Schedule D hereto, for
the balance of the Term, unless this Lease shall sooner terminate as hereinafter provided.

Section 2.2.Delivery of Demised Premises.



Section 2.3.Flagpole.Landlord hereby reserves the right, at Landlord's sole cost and expense, to use
the westernmost flagpole located on 23rd Street side of the 11th Floor setback of the South Building. The foregoing right shall be personal to MetLife until such time as
MetLife no longer occupies all or a portion of the Landlord Space.

Section 2.4.Access Easements.Landlord hereby grants to Tenant the right to use all of the easements for
access granted to Landlord as Unit Owner (as defined in the Declaration) under the Declaration.

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ARTICLE 3

ACCEPTANCE OF DEMISED PREMISES BY TENANT

Section 3.1.As Is Condition.Tenant acknowledges that it has examined to its satisfaction the Demised
Premises, the title thereto, the Certificate of Occupancy for the Building, the sidewalks and structures adjoining the same, any subsurface conditions thereof, and the then present uses and nonuses
thereof. Tenant is fully familiar with the condition of the Demised Premises. As of the date hereof, Tenant has accepted all of the Demised Premises in its "as is" condition, except to the extent
Tenant has disputed satisfaction of certain Delivery Conditions as set forth in Schedule P hereto. Landlord does not make, and Tenant acknowledges that Landlord has not made or given any
representation or warranty, express or implied, with respect to its title to the Land and/or the Improvements, this Lease or the present or future merchantability, habitability, condition, quality,
durability, fitness or suitability of the Demised Premises or any part thereof in any respect or in connection with or for the purposes and uses of Tenant, or, except as specifically set forth herein,
any other representation or warranty of any kind or character, express or implied, with respect thereto, and Landlord shall not be liable for any latent or patent defects in the Demised Premises or
any part thereof, other than with respect to the Rehabilitation Work. Notwithstanding the foregoing, Landlord represents and warrants that Landlord has delivered to Tenant true and complete copies of
the HLW Report and the JBB Report.

Section 3.2.Existing Furniture.Landlord leased to Tenant, and Tenant hired from Landlord, the majority
of the furniture existing in the Demised Premises (other than 100 desks and chairs, any such furniture which was under lease and any such furniture currently located in the Retained Space) (the "Existing
Furniture"). Each item of such Existing Furniture was located in the Demised Premises and was delivered to Tenant when the portion of the
Demised Premises in which such item of Existing Furniture was located was delivered to Tenant pursuant to Article 2 hereof. The parties hereby agree that the value of the Existing Furniture is
de minimis and no portion of the Rent payable hereunder is allocable to the Existing Furniture. Tenant agrees that Tenant shall pay any sales tax which may be due and payable with respect to leasing
of the Existing Furniture and/or any other equipment or personal property to Tenant. Landlord does not make, and Tenant acknowledges that Landlord has not made or given, any representation or
warranty, express or implied, with respect to the Existing Furniture or the present or future merchantability, habitability, condition, quality, durability, fitness or suitability of the Existing
Furniture or any part thereof in any respect or in connection with or for the purposes and uses of Tenant, or any other representation or warranty of any kind or character, express or implied, with
respect thereto and Landlord shall not be liable for any latent or patent defects in the Existing Furniture or any part thereof. Tenant accepts the Existing Furniture "as-is."

Section 3.3.Intentionally omitted.

Section 3.4.Service Contracts.Landlord has delivered to Tenant copies of all service contracts
affecting the Building ("Service Contracts"). On the Triple Net Commencement Date, Landlord assigned to Tenant, without recourse to, or warranty by,
Landlord, all Services Contracts (to the extent such Service Contracts were assignable) other than those Service Contracts which had been terminated prior to the Triple Net Commencement Date.

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Section 3.5.Warranties.On the Triple Net Commencement Date, Landlord assigned to Tenant, without
recourse to, or warranty by, Landlord, all warranties relating to the Improvements, to the extent such warranties were assignable.

Section 3.6.Works of Art.Landlord hereby grants Tenant a license to display, in their current
locations, the works of art owned by Landlord and currently located in the auditorium and lobby of the South Building and on the 12th floor of the South Building (the
"Works of Art"). Tenant shall be responsible for maintaining and insuring the Works of Art. In the event that Tenant desires to cease displaying any or
all of the Works of Art, Tenant shall deliver written notice to Landlord and, if in Landlord's reasonable judgment such Works of Art can be removed without substantial difficulty to Landlord, Landlord
shall, at Landlord's expense, promptly remove the Works of Art specified in such notice. Landlord reserves the right to revoke the license for the Works of Art and remove the Works of Art from the
Demised Premises at any time during the Term on not less than ninety (90) days written notice to Tenant.

Section 3.7.Disposal of Personal Property.Tenant shall have the right, at any time during the Term, to
dispose of any or all of the personal property (other than the Works of Art) leased to Tenant hereunder.

ARTICLE 4

RENT

Section 4.1.Payment of Rent.Tenant covenants and agrees to pay the Rent as and when the same shall
become due and payable.

Section 4.2.Payment of Minimum Rent.



Section 4.3.Initial Abatement of Rent; Rent Credit.



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Section 4.4.Method of Payment.



Section 4.5.Net Lease; No Counterclaim, Abatement, etc.The Minimum Rent shall be in addition to all
other payments to be made by Tenant hereinafter provided. It is the intention of the parties that this Lease is a triple net lease, and Tenant shall pay all costs, charges, taxes, assessments and
other expenses of every character, ordinary or extraordinary, foreseen or unforeseen, for the payment of which Landlord or Tenant is or shall become liable by reason of its estate, right, title or
interest in the Demised Premises or which are connected with or arise out of the possession, use, occupancy, maintenance or repair of the Demised Premises or rebuilding of the Building or any portion
thereof, including, without limitation, those specifically referred to in this Lease, except to the extent that other provisions of this Lease expressly provide that certain matters or obligations
shall be at Landlord's sole cost and expense or words of similar import. Except as expressly set forth in this Lease, nothing contained in this Section 4.5 shall be deemed to obligate Tenant to
pay any of the foregoing costs,
charges, taxes, assessments and other expenses which relate to or arise out of the Landlord Space. Except as specifically set forth in Section 39.5 or elsewhere in this Lease, the Rent and all
other sums payable by Tenant hereunder shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, and the
obligations and liabilities of Tenant hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) for any reason, including, without limitation:
(a) any defect in the condition, quality or fitness for use of the Demised Premises or any part thereof; (b) any change of grade of any abutting street; (c) any damage to or
destruction of or any Taking of the Demised Premises or any part thereof; (d) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of
Landlord; (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Landlord, or any action taken with respect to
this Lease by any trustee or receiver of Landlord or by any court, in any such proceeding; (f) any claim which Tenant has or might have against Landlord; (g) any failure on the part of
Landlord to perform or comply with any of the terms hereof (including, without limitation, any failure to make Operating Payments or Tax Payments) or of any other agreement with Tenant; (h) any
action of any Public Authority; or (i) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Tenant shall

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have
notice or knowledge of any of the foregoing, but expressly excluding any restriction, prevention or curtailment of or interference with any use of the Demised Premises or any part thereof by
title paramount. The foregoing shall not be construed as a waiver of any rights of Tenant elsewhere set forth herein. Tenant waives all rights now or hereafter conferred by statute or otherwise to
quit, terminate, rescind, avoid or surrender this Lease or the Demised Premises or any part thereof, or to any abatement, suspension, deferment, diminution or reduction of Rent, or any other sum
payable by Tenant hereunder, including without limitation by reason of any bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Landlord or any action with
respect to this Lease which may be taken by any trustee, receiver or liquidator or by any court. All payments by Tenant to Landlord made hereunder as required hereby shall be irrevocable, and Tenant
will not seek to recover any such payment or any part thereof for any reason whatsoever. Nothing contained in this Section 4.5 shall be construed to affect the rights of Landlord or Tenant
expressly set forth in this Lease.

Section 4.6.Rights upon Non-Payment of Rent.All Additional Rent and other payments provided
for under this Lease shall constitute Rent payable hereunder with the same effect as if the same were the Minimum Rent reserved and provided for herein and, in the event of the non-payment
by Tenant of any such Additional Rent or other payments when due according to the terms of this Lease, Landlord shall have the same rights and remedies in respect thereof as Landlord shall or may have
in respect of the non-payment of Minimum Rent herein reserved and provided for.

Section 4.7.Late Charge.If Tenant shall fail to pay when due any installment or payment of Rent or any
portion thereof for a period of five (5) days after such installment or payment shall have become due, Tenant shall pay interest thereon at a rate equal to the Interest Rate from the date when
such installment or payment shall have become due to the date of the payment thereof, and such interest shall be deemed Additional Rent. The provisions of this Section 4.7 are in addition to
all other remedies available by Landlord for nonpayment of Rent.

ARTICLE 5

IMPOSITIONS

Section 5.1.Payment of Impositions.From and after the Effective Date, Tenant shall pay as Additional
Rent during the Term, before any fine, penalty, interest or cost may be added thereto or become due or be imposed by operation of law for the non-payment thereof, all Impositions. All
Impositions provided herein to be paid by Tenant, which have accrued or are prepaid at the commencement of the Term hereof, or which have accrued or are prepaid at the expiration or prior termination
of the term hereof, shall be apportioned between Landlord and Tenant (provided that in the event a Default exists under Section 17.1(a) hereof, Landlord shall be entitled to offset the amount
of such Default (together with interest at the Interest Rate) against the amount payable to Tenant hereunder). Tenant paid to Landlord any such apportionment owed to Landlord within thirty
(30) days of the Triple Net Commencement Date and Landlord shall pay to Tenant any such apportionment owed to Tenant within thirty (30) days of the Expiration Date.

Section 5.2.Receipts.Tenant shall furnish to Landlord within thirty (30) days after the last
date when any Imposition or any installment thereof is payable without penalty,

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official
receipts of the appropriate taxing authority, or other evidence reasonably satisfactory to Landlord, evidencing payment thereof.

Section 5.3.Contests.



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Section 5.4.ICIP Benefits.



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Section 5.5.Joinder of Landlord.Landlord shall not be required to join in any proceedings referred to
in Section 5.3(a) hereof unless the provisions of any Legal Requirement at the time in effect shall require that such proceedings be brought by or in the name of Landlord or any owner of the
Demised Premises, in which event Landlord shall join in such proceedings, or permit the same to be brought in its name. Landlord shall not be subjected to any liability for the payment of any costs or
expenses in connection with any such proceedings, and Tenant will indemnify and save harmless Landlord from any such costs and expenses (including, without limitation, reasonable attorneys' fees and
expenses incurred by Landlord). Except as otherwise provided in Section 5.3(b) hereof, Tenant shall be entitled to any refund of any Imposition and penalties or interest thereon received by
Landlord, which have been paid by Tenant and Landlord agrees to pay or assign the same to Tenant.

Section 5.6.Evidence of Non-Payment.The certificate, advice, notice or bill of the
appropriate official designated by law to make or issue the same, or to receive payment of any Imposition, of non-payment of such Imposition shall be prima facie evidence that such
Imposition is due and unpaid at the time of the making or issuance of such certificate, advice, notice or bill.

Section 5.7.Tax Deposits.Notwithstanding the foregoing provisions of this Article 5, if at any
time any Material Monetary Default shall have occurred, Landlord may at any time thereafter give a notice to Tenant referring to this Section 5.7 and, if such notice shall be given, Tenant
shall be obligated from and after the date which is ten (10) days after receipt of such notice to pay to Landlord in equal monthly installments, on the first day of each month during the
balance of the Term and any extended term of this Lease, an amount equal to one-twelfth of the annual Impositions for each fiscal tax year (collectively,"Tax
Deposits"); provided, however, that in the event no Material Monetary Default shall occur for a period of two years from any Material Monetary Default which gives rise to
Tenant's obligation to make Tax Deposits, Tenant's obligation to make such Tax Deposits shall cease until a subsequent Material Monetary Default may thereafter occur. Tax Deposits shall in the first
instance be based on the Impositions for the prior fiscal tax year, and when such Impositions shall be ascertained for the current tax year, appropriate adjustments shall be made. Landlord shall keep
all Tax Deposits in an interest bearing account in a New York Clearing House member bank, and the interest thereon shall be credited to Tenant (Tenant to pay all taxes on such interest). Landlord
shall apply Tax Deposits to the payment of the annual Impositions as same become due and payable. From time to time upon notice to Tenant by Landlord, Tax Deposits shall be increased to such amounts
as

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may
be necessary to provide a fund sufficient to meet the payment of the annual Impositions (or any installment thereof) as and when due and payable, whether on the present dates of payment or on
such other dates as may be fixed by Legal Requirements.

Section 5.8.Fines and Penalties.Tenant shall pay all interest, late fees or penalties imposed on
Landlord or Tenant for late payment of any Impositions payable during the Term.

Section 5.9.Other Taxes.Tenant shall pay any sales tax payable with respect to the leasing of the
Existing Furniture and/or any other equipment or personal property to Tenant.

ARTICLE 6

USE AND OPERATION OF THE DEMISED PREMISES

Section 6.1.Use.



Section 6.2.Prohibitions.



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Section 6.3.Occupancy.Tenant shall not cause, maintain or permit any nuisance in or about the Demised
Premises and shall keep the Demised Premises free of anything of a dangerous, noxious, toxic or offensive nature or which could create a fire hazard or undue vibration, heat or noise not customary in
a First-Class Office Building. Tenant shall not do anything to permit or suffer any waste, damage or injury to or upon the Demised Premises or any part thereof not customary in a First-Class Office
Building.

Section 6.4.Compliance with Legal and Insurance Requirements, etc.(a) Subject to Section 6.5(a),
Tenant at its expense (but subject to any reimbursement provided for in Section 9.5) will comply with all Legal Requirements and Insurance Requirements, whether ordinary or extraordinary,
structural or nonstructural, foreseen or unforeseen, and whether or not compliance shall require structural changes
in the Demised Premises or interfere with the use or enjoyment of the Demised Premises or any part thereof and will comply with any instruments of record set forth on Schedule D hereto at any
time in force affecting the Demised Premises or any part thereof if the failure to comply with the same may result in the creation of a lien, liability or forfeiture of title. Tenant acknowledges that
Tenant is aware that the Tower has been designated as a landmark by federal, state and municipal Public Authorities and agrees to comply with all Legal Requirements pertaining thereto as such affect
the portion of the Demised Premises located in the Tower. Without limiting the generality of the foregoing, Tenant shall comply with all requirements of the Americans With Disabilities Act of 1990, as
amended (the"ADA"), and the Resource Conservation Recovery Act, 42 U.S.C. §§6901 et seq., as amended, and shall not use or
occupy or permit the Demised Premises to be used or occupied, nor do, or permit anything to be done, in, on or about the Demised Premises, in whole or in part, in a manner which would in any way make
void or voidable any insurance then in force with respect thereto, or make it impossible to obtain fire or other insurance thereon required to be furnished by Tenant, or which will cause or be apt to
cause structural injury to the Demised Premises or any part thereof. Notwithstanding the foregoing, if Landlord or any tenant of the Landlord Space (other than Tenant) performs any work or Landlord
Alterations anywhere in the Landlord Space and, as a result thereof, Tenant would be required to perform ADA work or Tenant Alterations in the Demised Premises, then Tenant shall perform such work at
Landlord's sole cost and expense. Landlord shall reimburse Tenant for such costs and expenses within thirty (30) days after written demand therefor.



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Section 6.5.Permitted Contests.



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Section 6.6.Bridge and Tunnel.Landlord shall, at Landlord's expense, take all reasonable actions to
obtain the consent of the City of New York to the use by Tenant of the Bridge and Tunnel or to assign to Tenant the Revocable Consent Agreement granted by the City of New York for use of the Tunnel
(the"Tunnel Agreement") and the Revocable Consent Agreement granted by the City of New York for use of the Bridge (the"Bridge
Agreement") if assignment thereof is necessary for Tenant's use of the Tunnel and Bridge. If the Tunnel Agreement and the Bridge Agreement are assigned to Tenant. Tenant shall,
at Tenant's expense, keep the Tunnel Agreement and Bridge Agreement in full force and effect during the Term. If the Tunnel Agreement and the Bridge Agreement are not assigned to Tenant, Landlord
shall, at Tenant's expense, keep the Tunnel Agreement and Bridge Agreement in full force and effect during the Term. Each of Landlord and Tenant agrees not to take any action to terminate or revoke
the Tunnel Agreement or the Bridge Agreement without the prior written consent of the other party.

Section 6.7.Subway Entrance Agreement.Landlord agrees that the failure by Tenant to comply with the
provisions of the agreement between Landlord and Metropolitan Transportation Authority solely with respect to providing access to the public from the Subway

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Entrance
directly into the Building shall not be deemed to be a default by Tenant under this Lease.

Section 6.8.    For
purposes of this Article 6, references to Tenant shall mean Tenant, and its permitted subtenants, and all permitted occupants of the Demised
Premises claiming under or through Tenant.

Section 6.9.Landlord Agreement.Landlord agrees that the Landlord Space shall be occupied in accordance
with Sections 6.1, 6.2, 6.3 and 6.8, including, without limitation, the rentable areas of the Tower located on the lobby level and/or the second (2nd) floor and/or the portion of the
concourse level B-2 included in the Landlord Space (which areas represent the portion of the Landlord Space that may be used as retail space under the certificate of occupancy for the
Building) as if Landlord were Tenant and Tenant were Landlord.

ARTICLE 7

INSURANCE

Section 7.1.Hazard Insurance.(a) From and after the Effective Date, Tenant shall, at Tenant's
sole cost and expense (except as provided below), throughout the Term, for the mutual benefit of Landlord and Tenant, secure and keep in force the following insurance
("Required Insurance"):



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Section 7.2.Minimum Levels of Insurance.(a) Notwithstanding the provisions of
Section 7.1(a) hereof, commencing three (3) months prior to the second (2nd) anniversary of the Commencement Date and every two (2) years thereafter or at any time
during the Term of this Lease in which Tenant's use or occupancy of the Demised Premises changes in any material respect from Tenant's present use or occupancy, Landlord may request, in writing, that
Tenant agree to revise the minimum levels of insurance set forth in Section 7.1(a) hereof to reflect the minimum levels of insurance for premises of the size, nature, construction, location,
use and occupancy comparable to that of the Improvements.



Section 7.3.Policy Provisions.



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Section 7.4.Delivery of Policies.Upon the issuance thereof and thereafter not less than ten
(10) days prior to the expiration dates of the expiring policies, copies (or at the request of Landlord, originals) of the policies provided for in Section 7.1(a) or, if blanket policies
are in existence, certificates thereof, shall be delivered to Landlord and any Fee Mortgagee. Upon the issuance thereof and thereafter not less than ten (10) days prior to the expiration dates
of the expiring policies, copies (or at the request of Tenant, originals) of the policies provided for in Section 7.1(b) or, if blanket policies are in existence, certificates thereof, shall be
delivered to Tenant.

Section 7.5.Waivers.(a) Tenant agrees that it will include in its fire insurance policies
appropriate clauses pursuant to which the insurance companies (i) waive all right of subrogation against Landlord and/or any tenant of space in the Building with respect to losses payable under
such policies and/or (ii) agree that such policy or policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for
losses covered by such policy or policies. If Tenant is unable to obtain in such policy or policies either of the clauses described in the preceding sentence, Tenant shall, if legally possible and
without necessitating a change in insurance carriers, have Landlord named in such policy or policies as an additional insured.



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Section 7.6.Blanket Policies.Any insurance required by the terms of this Lease to be carried by Tenant
may be under a blanket policy (or policies) covering other properties of Tenant and/or Tenant's Affiliates, provided that (i) Landlord and all other additional insureds required to be named by
Tenant pursuant to this Article are named as additional insureds as their interests may appear, (ii) the Building is expressly listed (by address) as a covered property, (iii) the amount
of coverage allocated to the Building shall be expressly listed, and shall not be less than the amounts otherwise required hereunder, and (iv) such blanket policy shall not diminish the
obligations of Tenant so that the proceeds from such blanket policy shall be an amount no less than the amount of the proceeds that would be available if Tenant obtained the required insurance under
policies separately insuring the risks which this Lease requires Tenant to insure. Any

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insurance
required by the terms of this Lease to be carried by Landlord may be under a blanket policy (or policies) covering other properties of Landlord and/or its related or affiliated
corporations, provided that Tenant and all other additional insureds required to be named by Landlord pursuant to this Article arc named in such policy as additional insureds.

Section 7.7.Additional Insurance.(a) Tenant shall not secure separate insurance concurrent in
form or contributing in the event of loss with any insurance policy required under this Lease unless Landlord, IDA and the Fee Mortgagee are included as additional insured and loss payee, as their
interests may appear. Tenant shall give Landlord written notice promptly upon securing any such separate insurance, specifying the insurer and the full particulars of applicable policies.



Section 7.8.No Liability.(a) Except as expressly set forth in this Lease, since Landlord has
(and shall have) no obligation under this Lease or otherwise (except as provided in Section 3.1 respect to the Rehabilitation Work) to maintain or repair the Demised Premises from and after the
Effective Date, Landlord shall not be liable for, and Tenant waives all claim for, any injury or damage to Persons or property resulting from any equipment or appurtenances coming out of repair, fire,
explosion, falling plaster, broken glass, steam, gas, electricity, water, wind, rain, snow or other natural elements, or leaks from any part of the Demised Premises, or from the pipes, appliances,
tanks, plumbing, roof, street, or subsurface, or the backing up of any sewer pipe or drain downspout, or from any other place, or by dampness or steam, or from theft or other criminal activity, or
from the acts or omissions of other tenants or occupants or owners of nearby properties, or any other cause of whatsoever nature.



Section 7.9.Failure to Maintain Insurance.(a) If Tenant shall fail to furnish or maintain the
insurance coverages required to be obtained and maintained by Tenant pursuant to, and as required by, Section 7.1(a) and to furnish evidence reasonably satisfactory to Landlord that such
insurance coverages have been obtained and are, at all times throughout the Term, in full force and effect, Landlord shall have the right (but not the obligation) to obtain and maintain such

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insurance
coverages on behalf of Tenant and Tenant hereby covenants and agrees to (i) furnish Landlord with all necessary information required by Landlord to obtain and maintain such insurance
coverages and (ii) to pay the premiums therefor within thirty (30) days after Landlord's demand for such payment.



Section 7.10.Payment of Insurance Proceeds.



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Section 7.11.Intentionally omitted.

Section 7.12.    Landlord
shall not do or suffer or permit anything to be done on its behalf in or about the Landlord Space or the Building which would (i) cause
insurance companies of good standing to refuse to insure the Building in amounts reasonably satisfactory to Tenant, (ii) result in the cancellation of any policy of insurance or the assertion
of any defense by the insurer to any claim under any policy of insurance maintained by or for the benefit of Tenant, or (iii) violate any Insurance Requirement of which Landlord has been given
notice.

Section 7.13.    If,
as a result of any use, act or omission (in violation of Landlord's obligations under this Lease or which arc violative of Legal Requirements or
Insurance Requirements for which Landlord is obligated to comply with) by Landlord, the rate of fire insurance applicable to the Building shall be increased to an amount higher than it otherwise would
be, Landlord shall reimburse Tenant for all increases of Tenant's fire insurance premiums so caused within thirty (30) days after demand by Tenant. In any action or proceeding concerning the
rate of fire insurance applicable to the Building wherein Tenant and Landlord are parties, a schedule or "make-up" of rates for the Building issued by the body making fire insurance rates
for the Building or by the insurance carrier issuing the fire insurance on the Building shall be presumptive evidence of the facts therein stated and of the several items and charges in the fire
insurance rate then applicable to the Building.

Section 7.14.    Notwithstanding
anything to the contrary contained in this Lease, Landlord shall, so long as Landlord is MetLife, be entitled to self-insure
and/or have deductibles against all risks described in this Article. Landlord shall notify Tenant of its election to self-insure as aforesaid and the extent (as to coverage and limits of
coverage of any such self-insurance), and Landlord's failure in part or whole to carry any of the insurance required by this Article on account of such self-insurance shall not
constitute a breach of this Article, but shall be deemed to be self-insurance by Landlord, as permitted by this Article to the extent of such noncompliance.

Section 7.15.    Each
of Tenant and Landlord shall be responsible for its own deductibles and self-insurance retention and such costs shall not be the
responsibility or liability of the other party.

Section 7.16.    Should
Landlord engage a contractor or consultant to do work in or on any portion of the Building, Landlord shall require such parties to obtain (and
name Tenant as an additional insured on) such insurance policies as would customarily be required for such

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parties
doing work in a First-Class Office Building. Upon Tenant's request, Landlord shall deliver to Tenant certificates of the foregoing insurance.

ARTICLE 8

DAMAGE OR DESTRUCTION

Section 8.1.Tenant's Obligation to Restore.Subject to Sections 8.3 and 8.4, if, at any time during the
Term of this Lease, the Building or any part thereof shall be damaged or destroyed by fire or other casualty (including any casualty for which insurance coverage was not obtained or obtainable) of any
kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall promptly give Landlord notice of the same and, at Tenant's sole cost and expense, and whether or not the Casualty
Proceeds, if any, shall be sufficient for the purpose, shall within ninety (90) days of the date of such damage or destruction commence (subject to a reasonable time allowance for Unavoidable
Delays and the time required to adjust insurance claims with the insurance companies, provided that Tenant is diligently pursuing the adjustment of such insurance claims) to repair, restore, replace
or rebuild the same as nearly as possible to its value, condition and character immediately prior to such damage or destruction, subject to such changes or alterations as Tenant may elect to make in
conformity with the provisions of Article 9 (such repair, alteration, restoration, replacement or rebuilding, including temporary repairs for the protection of the Improvements or other
property pending the completion thereof, are sometimes referred to in this Article 8 as"Restoration") and shall prosecute such Restoration to
completion with diligence and continuity.

Section 8.2.Notice by Landlord.Landlord shall give Tenant prompt notice in case of a fire or accident
in the Landlord Space as well as notice of any other event occurring in the Landlord Space which could give rise to a damage or injury claim against Tenant or Landlord promptly after Landlord is aware
of such fire, accident or other event.

Section 8.3.Termination by Tenant.



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Section 8.4.Termination by Either Party.If more than fifty percent (50%) of the useable area of the
Building shall be substantially damaged or destroyed by fire or other cause at any time during the last three (3) years of the then Term of this Lease then either Landlord or Tenant may cancel
this Lease upon written notice to the other party hereto given within sixty (60) days after such damage or destruction; provided, that neither Landlord nor Tenant shall have the right to cancel
this Lease if, prior to the end of such sixty (60) day period, Tenant shall have delivered to Landlord notice of its irrevocable election to thereafter extend this Lease pursuant to
Article 29 hereof, in which event neither Landlord nor Tenant may elect to terminate this Lease other than on the basis set forth in Section 8.3 of this Lease.

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Section 8.5.Distribution of Insurance Proceeds.



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Section 8.6.Performance of Restoration.Except as otherwise provided in this Article 8, the
conditions under which any Restoration is to be performed and the method of proceeding with and performing the same shall be governed by all of the provisions of Article 9 hereof. The cost of
the Restoration shall include the reasonable fees of the Construction Manager for the purpose of examining and passing upon the plans and specifications and seeing that the Restoration conforms
therewith.

Section 8.7.Termination of this Lease.Notwithstanding anything contained herein to the contrary, in the
event of the termination of this Lease by reason of a Default by Tenant or otherwise, any insurance proceeds received by Landlord may be retained by Landlord, Tenant shall pay the Damage Payment to
Landlord, and all proceeds of insurance receivable shall belong and be retained by Landlord without claim thereon by Tenant. Tenant's obligation to observe or perform each and every one of the
provisions of this Section 8.7 shall survive the expiration or other termination of the Term.

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Section 8.8.No Abatement.Subject to Section 8.3, Tenant's obligations to pay Rent and to perform
and comply with all other covenants and agreements on the part of Tenant to be performed and complied with shall not be affected by any such destruction or damage of the Improvements by fire or
otherwise. Landlord shall have no liability for loss, cost, expense, damage, or compensation whatsoever (including any claim for inconvenience, loss of business or annoyance) by reason of any
Restoration of the Building or Tenant's delays in prosecuting such Restoration. This Lease shall be considered an "express agreement to the contrary" governing any case of damage to or destruction of
the Improvements or any part thereof by fire or other casualty under Section 227 of the Real Property Law of the State of New York and any other law of like import now or hereafter in force and
neither said Section 227 or any other law shall have any application in such case.

ARTICLE 9

MAINTENANCE; TENANT ALTERATIONS; CERTAIN REIMBURSEMENTS; ETC.

Section 9.1.Generally.



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Section 9.2.Maintenance Programs.



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Section 9.3.Certain Definitions.As used herein:



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Section 9.4.Submission and Approval of Plans and Specifications in Certain Instances.



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Section 9.5.Certain Reimbursements.



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"Emergency Reimbursement Amount"means (a) in respect of any Reimbursable Replacement or Reimbursable Structural Work undertaken in
an emergency, all Costs reasonably incurred by Tenant in connection with the emergency work in question and (b) in the case of a Reimbursable Legal Requirement Alteration undertaken in an
emergency, the product of the Measuring Fraction multiplied by an amount equal to all Costs reasonably incurred by Tenant in connection with the emergency work in question.

Any
dispute as to Tenant's right to avail itself of this Section, or as to the reasonableness of the incurrence by Tenant of any Cost in connection with the emergency work in question,
or as to the reasonableness of the amount of any such Cost, shall be determined by the Appropriate Engineer.

Section 9.6.Rehabilitation Work.



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Section 9.7.Inspection by Landlord; Cooperation by Tenant.



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Section 9.8.Engineer; Appropriate Engineer.



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Section 9.9.Floor Load.Tenant shall not place a load upon any floor of the Demised Premises exceeding
the limits prescribed in the certificate of occupancy for the Building.

Section 9.10.    Except
as otherwise expressly provided in Sections 36.2 and 17.4 of this Lease, there shall be no allowance to or for Landlord for a diminution of value
and no liability on the part of Tenant by
reason of inconvenience, annoyance or injury to business arising from the making of any repairs, alterations, additions or improvements in or to any portion of the Building or the Landlord Space or in
or to fixtures, appurtenances or equipment thereof. Tenant agrees to use reasonable efforts to minimize any interruption of Landlord Parties' business operations as a result of Tenant's making of any
repairs, alterations, additions or improvements in or to any portion of the Building or the Landlord Space or in or to fixtures, appurtenances or equipment thereof, but nothing contained herein shall
require Tenant to expend or incur any charges or costs for overtime labor or pay any premiums in order to minimize such interruption, except that Tenant shall employ contractors or labor at overtime
or other premium pay rates (a) at its expense if necessary to make any repair required to be made by it hereundcr to remedy any condition that (i) results in a denial of reasonable
access to the Landlord Space, (ii) threatens the health or safety of any occupant of the Landlord Space, or (iii) except in the case of damage by casualty or other destruction,
materially interferes with the ability of any of Landlord Parties to conduct its business in the Landlord Space or (b) at Landlord's request and expense, in all other cases. Tenant shall
provide Landlord with reasonable prior notice of any repairs or work (other than emergency work) that, in Tenant's reasonable judgment, will materially interfere with the conduct of business in the
Landlord Space.

Section 9.11.    Business
machines and mechanical equipment belonging to Landlord which cause (i) vibration, noise, cold or heat that may be transmitted to the
Building structure or to any leased space other than the Landlord Space to such a degree as to be reasonably objectionable to Tenant or to any other tenant in the Building shall be placed and
maintained by Landlord, at its expense, in settings sufficient to absorb and prevent such vibration or noise or (ii) noise outside of the Building shall be muffled in such manner as shall
eliminate such noise. Tenant, in furtherance of its obligations under Article 34 of this Lease, shall itself conform and shall use diligent efforts (including the institution and prosecution of
legal proceedings) to cause all other Building occupants to conform to the requirements of the immediately preceding sentence with respect to the transmission of vibrations, noise, cold or heat from
other portions of the Building to the Landlord Space. The parties hereto recognize that the operation of elevators, generators, air-conditioning and heating equipment will cause some
vibration, noise, heat or cold which may be transmitted to other parts of the Building and the Landlord Space. Neither Tenant nor Landlord shall be under any obligation to endeavor to reduce such
vibration, noise, heat or cold beyond what is customary for a First-Class Office Building.

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ARTICLE 10

SERVICES BY LANDLORD

Section 10.1.No Services by Landlord.Landlord shall not be required to furnish to Tenant any facilities
or services of any kind whatsoever during the Term of this Lease, and Landlord shall not be liable for the failure of any facilities or services, or Tenant's inability to obtain any facilities or
services, except as specifically set forth in Section 15.3.

Section 10.2.Intentionally Omitted.

Section 10.3.No Abatement.Since Landlord has no obligation to provide services to the Demised Premises,
no stoppage or interruption of services to the Demised Premises shall entitle Tenant to any diminution or abatement of Rent or any other compensation whatsoever, or result in reduction of any of
Tenant's obligations under this Lease.

Section 10.4.Shared Services Agreement.Landlord and Tenant entered into a Shared Services Agreement
dated February 22, 2001 (the"Original Services Agreement"). Simultaneously herewith, the Original Services Agreement has been amended and
restated in its entirety by the Shared Services Agreement.

Section 10.5.Landlord ATM Facilities.For so long as MetLife is Landlord, Landlord shall have the right
to install a reasonable number of automated teller machines operated by Landlord in locations in the South Building in reasonable proximity to locations where Tenant has installed, or will install,
other automated teller machines, or, if Tenant fails to make such installations, Landlord shall have the right to install at least one automated teller machine in a reasonable location designated by
Tenant in the South Building.

Section 10.6.Intentionally omitted.

Section 10.7.Landlord Representation.Landlord hereby represents and warrants to Tenant that the
Building Systems are capable of providing the services which Tenant is required to provide under Article 34. In the event that the foregoing representations and warranties are inaccurate with
respect to any of such services, Tenant's sole remedy shall be to reduce the amount of such service Tenant is required to provide to Landlord under Article 34 to the amount of any such service
equal to Landlord's Proportionate Share of the capacity of the Building Systems providing such service on the date hereof.

ARTICLE 11

UTILITIES

Section 11.1.Tenant's Obligation.At Tenant's expense, Tenant shall be responsible for securing all gas,
water (including water for domestic uses and fire protection), sewer, electricity, light, heat, power, telephone, and telecommunications, data transmission, water filtration service and other
utilities of every kind (collectively,"Utilities")which Tenant deems necessary to serve the Demised Premises or otherwise necessary or desirable for
Tenant's use or occupancy of the Demised Premises.

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Section 11.2.Landlord Not Obligated.Landlord shall have no obligation of any kind to furnish Utilities
to the Demised Premises. Landlord shall have no liability to Tenant for disruption or interruption of any Utility or Utility service; except as specifically set forth in Section 15.3, and no
such disruption or interruption shall constitute a constructive eviction or entitle Tenant to any abatement of Rent.

ARTICLE 12

MECHANIC'S LIENS

Section 12.1.No Mechanic's Liens Permitted.(a) Tenant shall not create, or suffer to be created
or to remain, and shall discharge, any mechanic's, laborer's or materialman's lien which becomes a lien, encumbrance or charge upon the Building or any part thereof or the income therefrom. Nothing
contained herein shall prevent the leasing by Tenant of furniture or equipment in the Demised Premises or the filing of security documents with respect to the same, in each event other than furniture
and equipment, if any, paid for by Landlord, provided that no lien is created against the Land, the Improvements or any interest therein.



Section 12.2.Discharge.(a) If any mechanic's, laborer's or materialman's lien shall at any time
be filed against the Building or any part thereof in connection with any work done by or on behalf or, or services rendered to Tenant, Tenant, within thirty (30) days after notice of the filing
thereof, shall cause such lien to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such lien to be

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discharged
within such period, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by
procuring the discharge of such lien by deposit or by bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of
such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and costs and expenses incurred by Landlord in
connection therewith, together with interest thereon at the Interest Rate, from the respective dates of Landlord's making of the payment or incurring of the cost and expenses, shall constitute
Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord within thirty (30) days after written demand therefor.



Section 12.3.No Lien Authorization.(a) Nothing in this Lease contained shall be deemed or
construed in any way as constituting the authorization by, or consent or request of, Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman,
architect or consultant for the construction or demolition of any improvement, the performance of any labor or services or the furnishing of any materials for any improvement, or alteration to or
repair of the Demised Premises or any part thereof or to give Tenant any right, power or authority to contract or permit the rendering of any services or the furnishing of any materials that would
give rise to the filing of any lien against the Building or any part thereof.



ARTICLE 13

INSPECTION

Section 13.1.Landlord's Right of Access.(a) Tenant shall permit Landlord, or its agents, to
enter the Demised Premises at all reasonable hours upon reasonable prior notice except in case of emergency (and by force, if necessary under the circumstances) for the purpose of inspecting the same
or of performing maintenance or making repairs, alterations or improvements which Tenant is required to perform and neglects or refuses to perform. If Tenant is not personally present to open and
permit entry into the Demised Premises whenever entry is necessary by reason of fire or other emergency, Landlord or its agents may forcibly enter the Demised Premises without liability to Tenant or
waiver or modification of Tenant's obligation under this Lease. Tenant agrees to permit Landlord and/or any agent of Landlord to enter the Demised Premises at reasonable hours, on reasonable prior
notice, to
exhibit the Demised Premises in connection with (i) any prospective sale or lease of the entirety of the Land and/or the Improvements; (ii) any prospective securing, refinancing, or
assignment of any mortgage affecting the Land or the Improvements; and/or (iii) during the final thirty (30) months of the Term, any prospective leasing of the Demised Premises. Landlord
shall, to the extent Tenant makes a representative available for the following purpose, be accompanied by a representative of Tenant in every instance of access to the Demised Premises except in the
case of emergency, in which case Landlord shall be accompanied by an officer of the fire or police department, to the extent such officer is immediately available. Notwithstanding anything contained
in this Section

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13.1,
Landlord shall have the right to enter portions of the Demised Premises pursuant to and in accordance with this Article 13 and the Shared Services Agreement.



Section 13.2.    Landlord
will use the 24th Street Tower entrance as its main point of access but shall also have the right to use the other entrances for
access. Landlord will cause any tenant of any portion of the Landlord Space in the Tower to use the 24th Street Tower entrance only. Landlord will be deemed to have complied with the
foregoing provision if (a) the leases with such tenants provide that such tenants shall use the 24th Street Tower entrance only, (b) upon execution of any such lease,
Landlord gives Tenant notice of such lease so that Tenant can reprogram Tenant's security card readers to exclude such tenant and its employees from the security turnstiles at the other entrances, and
(c) Landlord maintains security at the access point between the South Building and Tower lobbies to prevent access by such tenants through such access point. Landlord shall provide security for
the lobby access points in accordance with Section 34.18. Notwithstanding the foregoing, Tenant shall permit Landlord, its tenants and their employees, agents and permitted guests to use the
wheelchair accessible Madison Avenue entrance of the South Building for access to the Tower lobby. Any tenant of the Retained Space shall have the right to use the 24th Street Tower
entrance and the other entrances for access.

Section 13.3.    Landlord
shall permit Tenant to erect, use and maintain pipes, ducts, fans, wires and conduits in and through the Landlord Space, provided the same are
installed adjacent to or concealed behind, beneath or within partitioning, columns, floors, walls and ceilings of the Landlord Space or otherwise completely furred at points immediately adjacent to
any of the foregoing and provided further that the installation and maintenance of the same do not (i) materially adversely affect Landlord's Systems, (ii) materially adversely affect
the use of the Landlord Space for business purposes by Landlord Parties in a manner which would not be customary in a First-Class Office Building, or (iii) reduce the useable area of the
Landlord Space by a material amount and Tenant shall have used reasonable efforts to first install the same in portions of the Building (such as shaftways) reserved by Tenant for use in common. Tenant
and persons authorized by Tenant shall have a right to enter and/or pass through the Landlord Space, at all necessary times, to make, and have the right to make, such repairs, alterations, additions
and improvements in or to the Landlord Space, the Building and the facilities and equipment in either or both as Tenant is required to make under this Lease, provided that such repairs, alterations,
additions or improvements shall be performed during such hours and in such manner so as not to unreasonably cause material interference with the conduct of Landlord Parties' business. Tenant

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shall
be allowed to take all material into and upon the Landlord Space that may be required for the repairs or alterations above mentioned as the same is required for such purpose, provided that the
presence, nature or location of such material shall not unreasonably interfere with the conduct of Landlord Parties' business in a manner which would not be customary in a First-Class Office Building,
without the same constituting trespass. Tenant shall have no liability by reason of loss or interruption of the business of Landlord or annoyance or inconvenience to Landlord because of the
prosecution of any such work, provided Tenant diligently proceeds therewith and complies with the provisions of Sections 13.2 and 13.3. Tenant shall exercise reasonable diligence so as not to
unreasonably cause interference with the conduct of Landlord's business and shall take reasonable care to safeguard the Landlord Space and Landlord Parties' property and shall repair any damage caused
by Tenant, its contractors and employees, but nothing contained in Sections 13.2 or 13.3 shall require Tenant to expend or incur any charges or costs for overtime labor or pay any premiums other than
on the basis provided in Section 9.10 hereof.

Section 13.4.    Notwithstanding
the foregoing, any entry into the Landlord Space pursuant to Section 13.0 shall be subject to the following conditions:



ARTICLE 14

ASSIGNMENT; SUBLETTING

Section 14.1.    Except
as expressly provided otherwise in this Article 14, Tenant, for itself, its heirs, distributees, executors, administrators, legal
representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this Lease, nor underlet all or any portion of the Demised Premises, or suffer or permit the
Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. The consent by Landlord to an assignment or underletting shall not in any way
be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting as to which Landlord's consent is required under this Lease.
Possession or occupancy of any portion of the Demised Premises by one or more of Tenant's Affiliates (whether or not pursuant to a written agreement) shall not be deemed or construed to be a sublease
hereunder and Tenant shall be permitted to allow, subject to the terms and conditions

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of
this Lease (but without having to obtain Landlord's consent thereto), Tenant's Affiliates to occupy the Demised Premises. Notwithstanding the foregoing, in the case of possession or occupancy of
any portion of the Demised Premises by Tenant's Affiliates, any subsequent transaction whereby such occupant shall cease to be an Affiliate shall be deemed a sublease requiring Landlord's prior
consent pursuant to this Article 14; provided however that Landlord shall not have the rights in, and Tenant shall not be obligated to comply with, the provisions of Section 14.3 hereof
(provided that such subsequent transaction shall be done for a good business purpose and not primarily for the purpose of circumventing compliance with Section 14.3 hereof). The Tenant
originally named herein (i.e., Credit Suisse First Boston (USA), Inc.) and any successor thereto by merger, consolidation or corporate reorganization or sale of substantially all of its assets,
shall be permitted to allow, subject to the terms and conditions of the Lease (but without having to either obtain Landlord's consent thereto or share any Profits therefrom with Landlord), Tenant's
"Business Associates," as hereinafter defined, to occupy portions of the Demised Premises on a temporary basis from time to time (it being agreed that the term "temporary" as used in this
Section 14.1 shall mean the duration of the ongoing business or professional relationship), provided that the space occupied by Tenant's Business Associates shall not be separately demised from
the Demised Premises."Business Associates"shall mean professional and business entities with whom the named Tenant shall have an on-going
professional or business relationship. Any assignee or subtenant of the Tenant originally named herein shall also be permitted to allow, subject to the terms and conditions of the Lease (but without
having to either obtain Landlord's consent thereto or share any Profits therefrom with Landlord), its Business Associates to occupy up to fifteen (15%) percent of the Demised Premises, in the case of
an assignee, or up to fifteen (15%) percent of the sublet space, in the case of a subtenant, from time to time on a temporary basis provided that the space occupied by such Business Associates shall
not be separately demised from the Demised Premises or the sublet space, as the case may be.

Section 14.2.    If
Tenant desires to assign this Lease or to sublet all or any portion of the Demised Premises, provided that Tenant shall have theretofore satisfied
the requirements of Section 14.3 hereof, and Landlord shall have waived or be deemed to have waived its rights thereunder, then Tenant shall request Landlord's consent to each such assignment
or to each such subletting and, as part of such request, Tenant must submit in writing to Landlord (i) the name and address of the proposed assignee or sublessee and (ii) reasonably
satisfactory information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the reputation and character of the proposed assignee or sublessee.
Subject to Tenant's compliance with this Section 14.2, the terms and conditions set forth in Section 14.4(a) shall be the basis for Landlord's granting or withholding of consent to a
requested assignment of this Lease or sublease of the Demised Premises.

Section 14.3.(a)    Prior
to requesting Landlord's consent to a proposed assignment of this Lease or a proposed sublease of the Demised Premises or any portion thereof
pursuant to Section 14.2 hereof (other than with respect to the first sublease(s) of each portion of the Retail Space executed after the Commencement Date), Tenant must first present Landlord
with a written offer ("Recapture Offer Notice") to accept an assignment of this Lease, in the case of a proposed assignment, or a sublease of such space
in the case of a proposed subletting to Landlord for occupancy by Landlord or Landlord's Affiliates. The right herein granted is personal to MetLife. The Recapture Offer Notice shall set forth:
(i) the area proposed to be sublet, in the

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case
of a proposed subletting of a portion of the Demised Premises, and (ii) if a proposed subletting, the term of the proposed subletting and the date the area to be sublet is intended to be
vacated by Tenant, which date shall not be less than thirty (30) days after the date Landlord receives such Recapture Offer Notice. Landlord shall have a period of thirty (30) days after
its receipt of said Recapture Offer Notice within which to accept or reject the offer. If Landlord shall fail to respond to Tenant's Recapture Notice within such thirty (30) day period, then
Tenant shall have the right to give to Landlord a second notice (a"Second Recapture Notice"), and if Landlord shall fail to respond to such Second
Recapture Notice within ten (10) Business Days after Landlord's receipt thereof, then Landlord shall be deemed to have rejected such offer, provided and on condition that: the Second Recapture
Notice shall make specific reference to this Section 14.3 (a) and shall state in bold uppercase letters on the first page thereof:"LANDLORD SHALL BE DEEMED TO
HAVE REJECTED THE RECAPTURE RIGHT DESCRIBED IN THIS NOTICE IF LANDLORD FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER THIS NOTICE SHALL HAVE BEEN GIVEN TO
LANDLORD".If Landlord shall accept such offer, Tenant and Landlord shall either (i) if the subletting is for less than the remainder of the Term, execute and deliver a
sublease for such space at a rental rate equal to the Assumed Rent and otherwise on the terms and conditions contained in the Recapture Offer Notice or (ii) if the subletting is for the
remainder of the Term, execute an amendment to this Lease terminating this Lease only as to such space. In the event Landlord does not acquire all of the Demised Premises, Landlord (at Tenant's sole
cost and expense) will do all the work necessary to physically separate the portion of the Demised Premises so subleased to Landlord from the portion so retained by Tenant, which work shall include,
without limitation, the erection of a demising wall between the portion of the Demised Premises so surrendered to Landlord and the balance of the Demised Premises retained by Tenant. In addition, in
the event the portion of the Demised Premises so surrendered to Landlord does not have direct access to a public corridor in the Building or to an elevator bank serving such surrendered portion,
Tenant, at Tenant's expense shall, and will at all times, provide and permit reasonably appropriate means of ingress to and egress from and access across and through the balance of the Demised
Premises retained by Tenant, provide and permit appropriate use of the elevators serving such surrendered portion, including access across lobby and corridor areas, and provide and furnish services,
including, without limitation, air-conditioning and ventilating service to such space on the same basis as are provided in Article 34 hereof, for the same payments provided for in
Article 34 hereof, so as to enable Landlord to use the portion of the Demised Premises so surrendered for the purposes for which they were permitted to be used by Tenant.



Section 14.4.    (a)
In connection with granting a consent to a requested sublease or assignment, Landlord agrees that if Landlord did not exercise its rights pursuant
to Section 14.3

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hereof,
Landlord will not withhold or delay its consent to the proposed subletting or assignment provided (i) the reputation, business and character of the proposed sublessee or assignee are
in keeping with the standards of a First-Class Office Building; (ii) the purpose for which the proposed sublessee or assignee intends to use the Demised Premises is not in violation of the
provisions of Article 6 of this Lease; (iii) no sublease or assignment or other transaction and no assumption shall affect or reduce any of the obligations of Tenant hereunder;
(iv) in the case of a proposed subletting of all or any portion of the Retail Space, the proposed use and the proposed operation of such space shall satisfy the "Retail Standards," as
hereinafter set forth, (v) the form of the proposed sublease or the proposed assignment shall comply with the applicable provisions of Sections 14.5 and 14.8 of this Lease. If Landlord shall
have failed to respond to Tenant's request for consent to a proposed assignment of this Lease or a proposed subletting of the Demised Premises or any portion thereof within ten (10) Business
Days after Tenant shall have submitted Tenant's written request therefor together with all of the information and documentation hereinbefore set forth in this Section 14.4 (the "Required Consent
Information"), then Tenant shall have the right to give to Landlord a second notice (a"Second Consent
Request"), and if Landlord shall fail to respond to such Second Consent Request within five (5) Business Days after Landlord's receipt thereof, then Landlord shall be
deemed to have consented to the proposed assignment or sublease, as the case may be, provided and on condition that: the Second Consent Request shall make specific reference to this
Section 14.4 (a) and shall state in bold uppercase letters on the first page thereof:"LANDLORD'S CONSENT TO THE PROPOSED ASSIGNMENT OR SUBLEASE SHALL BE DEEMED
GIVEN IF LANDLORD FAILS TO CONSENT TO OR DISAPPROVE SUCH PROPOSED ASSIGNMENT OR SUBLEASE WITHIN FIVE (5) BUSINESS DAYS AFTER THIS NOTICE SHALL HAVE BEEN GIVEN TO
LANDLORD."If Landlord shall disapprove any such proposed assignment or sublease, Landlord shall set forth in its disapproval the grounds upon which Landlord bases its
disapproval (the"Disapproval Grounds"). If Tenant desires to dispute the reasonableness of any disapproval by Landlord of any request for consent to an
assignment or subletting, then Tenant shall submit such dispute to arbitration in accordance with Section 14.13 hereof.



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Section 14.5.    Except
for any subletting by Tenant to Landlord, each subletting shall be made in accordance with the terms and conditions of this Article 14 and
shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Nothing in this Article 14 shall be deemed or construed to release Tenant from
liability after a subletting (other than a subletting to Landlord, but then only to the extent of the area of the Demised Premises so subleased to Landlord and only for the period of the sublease and
any holdover by Landlord) or, where permitted, an assignment, it being understood and agreed that Tenant shall and will remain fully liable for payment of the Minimum Rent and Additional Rent due and
to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed, and all acts and
omissions of any assignee, licensee or sublessee or anyone claiming under or through any assignee or sublessee (other than through Landlord) which shall be in violation of any of the obligations of
this Lease shall be deemed to be a violation by Tenant. Tenant further agrees that, notwithstanding any such subletting, no other and further assignment or subletting of the Demised Premises shall or
will be made except upon compliance with and subject to the provisions of this Article 14.

Section 14.6.    If
Landlord shall (using the criteria set forth in Section 14.4 of this Lease) decline to give its consent to any proposed sublease or assignment
where such consent is required, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees
and disbursements) resulting from any claims that may be made against Landlord by the proposed sublessee or by any brokers or other persons claiming a commission or similar compensation in connection
with the proposed sublease or assignment. The provisions of this Section 14.6 shall survive the expiration or earlier termination of the Term.

Section 14.7.    Intentionally
omitted.

Section 14.8.    With
respect to each and every sublease or subletting authorized under the provisions of this Lease (other than a sublease by Tenant to Landlord), it is
further

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agreed:
(a) no subletting shall be for a term ending later than one (1) day prior to the Expiration Date; (b) no subtenant shall take possession of the Demised Premises or any
portion thereof until an executed counterpart of such sublease has been delivered to Landlord; (c) such subtenant shall not have any rights to underlet all or any portion of the subleased space
without Landlord's consent, and shall be subject to Landlord's right to sublease, in each of which cases on the basis provided in this Lease except that, if such subtenant is an Affiliate of Tenant at
the time of the proposed subletting, Landlord's consent shall only be required if Tenant, assuming Tenant wanted to sublet said space, would be required to obtain Landlord's consent thereto (nor shall
such subtenant have any right to assign its interest in the sublease other than to the successor to the business of the subtenant by virtue of a merger, consolidation, sale of all or substantially all
of such subtenant's assets or stock provided Landlord shall be given notice of the applicable event within twenty (20) business days after the occurrence thereof); (d) each sublease
shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or
dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at
Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under
such sublease, (ii) be subject to any offset which theretofore accrued or may thereafter accrue to such subtenant against Tenant, or (iii) be bound by any previous modification of such
sublease, not consented to by Landlord, or by any previous prepayment of more than one (1) month's rent.

Section 14.9.Non-disturbance.With respect to any sublease of the Demised Premises or any
part thereof (a) which demises at least one full floor of the South Building, (b) the term of which is for at least ten (10) years or for remainder of the Term, less one day, if
less than 10 years then remains in the Term; (c) the rent and additional rent under which (after deducting therefrom an amount equal to the Impositions payable hereunder with respect to
the premises demised thereby and an amount equal to the expenses payable by Tenant to provide to the premises demised thereby the services referred to in clause (f) below) shall be no less than
the portion of the Minimum Rent payable hereunder applicable on a pro-rata basis to the premises demised thereby (or, if such rent is less, the subtenant shall agree to pay same at the
rate of the Minimum Rent payable hereunder applicable on a pro-rata basis); (d) which complies with the provisions of Section 14.4(a); (e) the subtenant under which
is, in Landlord's reasonable judgment, financially sound and capable of performing its obligations thereunder, and Tenant shall have delivered to Landlord evidence reasonably satisfactory to Landlord
of such financial status; (f) which shall entitle the subtenant to services (HVAC, elevators, cleaning, etc.) no more burdensome to provide than the services provided under typical leases for
comparable space in First-Class Office Buildings as of the date of such sublease; and (g) which provides that, after termination of this Lease and attornment by the subtenant to Landlord, the
subtenant shall not, without the prior written consent of Landlord, sublease all or any part of the premises demised thereby or assign the sublease, except in either case, to a wholly-owned subsidiary
of, or an entity wholly owning, the subtenant, or to a successor of the subtenant, by merger, sale of assets or consolidation, provided that the net worth of such successor subtenant, calculated in
accordance with generally accepted accounting principles, without regard to good will, shall be at least equal to the net worth of subtenant, as so calculated, ninety (90) days prior to the
succession transaction, and evidence
of such net worth (in the form of current financial statements certified by a "Big Five" firm of certified public accountants or current registration statements or reports filed with

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the
Securities and Exchange Commission) shall have been delivered to Landlord, Landlord shall, upon Tenant's request, enter into an agreement in substantially the form attached hereto as
Schedule I (a"Landlord Non-Disturbance Agreement") with such subtenant. Any dispute as to whether any sublease complies with the
provisions of this Section 14.9 shall be resolved by arbitration in accordance with Section 14.13 hereof; provided, however, that the form of the Landlord Non-Disturbance
Agreement shall not be subject to arbitration. If the result of such arbitration shall be adverse to Landlord, Landlord shall not be liable for damages but Landlord shall then execute a Landlord
Non-Disturbance Agreement. If Tenant shall make any request under this Section 14.9, it shall reimburse Landlord for Landlord's reasonable out-of-pocket
expenses (including attorneys' fees and disbursements, credit investigation fees and the fees and disbursements of other professionals) incurred by Landlord in order to determine if the sublease
complies with clauses (a) through (d) above, but not the costs of any such arbitration. Notwithstanding anything in this Section 14.9, in no event shall the granting of a Landlord
Non-Disturbance Agreement by Landlord to any subtenant be deemed to create any privity of estate between Landlord and such subtenant prior to the date of any such attornment.

Section 14.10.    Anything
to the contrary contained herein notwithstanding, Tenant may, without the prior written consent of Landlord (but without being released from
any liability under this Lease), and without the obligation of Tenant to share any Profit, enter into any of the following transfers (each a"Permitted
Transfer"):



Section 14.11.    No
assignment shall be binding on Landlord, and Landlord's consent to any proposed assignment of this Lease shall not be effective until Tenant shall
have delivered to Landlord a duly executed and acknowledged original assignment and assumption agreement which shall contain an assumption by the transferee of all of the terms, covenants, conditions
and agreements to be observed or performed by the Tenant under this Lease from and after the date of assignment, in form and substance reasonably satisfactory to Landlord. Landlord's consent to an
assignment or a sublease shall not constitute Landlord's consent to any other or further assignment of this Lease or to any further subletting of all or part of the Demised Premises by Tenant or
anyone claiming through Tenant (or to the assignment of any sublease) and

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shall
not relieve Tenant from obtaining the prior written consent of Landlord to any future assignment or sublease and otherwise complying with all of the provisions of this Article 14. No
subletting or assignment will release Tenant from any of its obligations under this Lease unless Landlord, in Landlord's sole discretion, agrees to the contrary in writing, and, in the event of a
permitted assignment or other transfer (other than a sublease), the assignee or transferee shall be deemed to have assumed all of Tenant's obligations under this Lease accruing from and after the date
of such assignment and shall be jointly and severally liable with Tenant for all of the obligations of the Tenant under this Lease from and after the date of assignment. In the event of any permitted
assignment of Tenant's interest in this Lease, the terms, covenants and conditions of this Lease may be changed, altered or modified in any manner whatsoever by Landlord and the assignee without the
consent thereto of assignor Tenant, and no such change, alteration or modification shall release assignor Tenant from the performance by it of any of the terms, covenants and conditions on its part to
be performed under this Lease; provided, however that if such change, modification or alteration operates to increase the obligations of the tenant under this Lease, then the liability of the named
Tenant shall continue to be no greater than if such changes, modifications or alterations had not been made. Notwithstanding anything in this Article 14 to the contrary, in the event of an
assignment of this Lease to Landlord, then Tenant shall be released of all liability and obligation under this Lease, arising or accruing from and after the effective date of such assignment. Consent
to one assignment or subletting will not be deemed a consent to any subsequent assignment or subletting. In the event of any default (beyond notice and applicable period of cure) by any assignee or
any successor of Tenant in the performance of any Lease obligation, Landlord may proceed directly against Tenant without exhausting remedies against such assignee or successor. Any act or omission of
an assignee or subtenant or any person claiming under or through any of them that violates this Lease shall be deemed a violation of this Lease by Tenant. If this Lease shall be assigned or if the
Demised Premises shall be sublet or occupied by anyone other than Tenant, whether or not in violation of the provisions of this Lease, then Landlord may collect from the assignee or transferee or,
after a Default shall have occurred and be continuing, from the subtenant, and Tenant hereby authorizes and directs such party to pay to Landlord, all Rent, Additional Rent and other charges payable
pursuant to such instrument, with the net amount so collected applied to the Minimum Rent, Additional Rent and other charges payable under this Lease, but no such acceptance of Rent by Landlord from
any person other than Tenant will be deemed a waiver by Landlord of any provision of this Article 14 or an acceptance by Landlord of the assignee, transferee or subtenant as a tenant, or a
release of Tenant from the further performance of the covenants and agreements to be performed by Tenant under this Lease.

Section 14.12.    Except
as expressly set forth in the following provisions of this Section 14.12, Tenant hereby waives any claim against Landlord which it may
have based upon any assertion that Landlord has withheld or delayed any consent under this Article 14, and Tenant agrees that its sole remedy shall be to have the assertion determined by
arbitration on the basis provided in Section 14.13 of this Lease. In the event the matter is determined in favor of Tenant, the requested consent shall be deemed to have been
granted; however, Landlord shall have no liability to Tenant for its refusal or failure to give such consent unless a court of competent jurisdiction (independently of the findings of any arbitrator)
determines in a final judgment not subject to appeal that Landlord's refusal to grant such consent was arbitrary, capricious and in bad faith.

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Section 14.13.    Anything
to the contrary contained herein notwithstanding, if there is a dispute between Landlord and Tenant as to Landlord's disapproval (or deemed
disapproval) of any request for consent to any subletting or assignment or any matter subject to arbitration pursuant to Section 14.9, Landlord and Tenant agree to diligently proceed in good
faith to have such dispute resolved by arbitration in the City of New York in accordance with the provisions of this Section 14.13.    Tenant shall have the right to select a single
arbitrator (the"Selected Arbitrator") from the list of approved arbitrators set forth on Schedule J hereto ("Approved
Arbitrator List"), provided that at the time of such arbitration, said arbitrator is alive, willing to serve, is independent of both Landlord and Tenant, and is not a member of
a firm which is then involved in any litigation against either Landlord or Tenant. Each of Landlord and Tenant shall have the right to add persons to and delete persons from the Approved Arbitrator
List provided that (a) there shall be at least five (5) persons listed on the Approved Arbitrator List at all times during the Term and (b) any person added to the Approved
Arbitrator List shall be an attorney with at least 10 years experience in Manhattan office leasing for First-Class Office Buildings and shall be independent of both Landlord and Tenant. If
Tenant elects to submit such dispute to arbitration pursuant to the terms hereof, Tenant shall deliver written notice simultaneously to Landlord and the Selected Arbitrator. The Selected Arbitrator
shall conduct such hearings as such Selected Arbitrator deems appropriate, provided that in any such hearing Tenant shall be permitted to furnish, and the Selected Arbitrator shall be permitted to
consider, only the Required Consent Information, and Landlord shall be permitted to furnish, and the Selected Arbitrator shall be permitted to consider, only the Disapproval Grounds. The Selected
Arbitrator shall make a determination in writing as to Landlord's reasonableness or unreasonableness in withholding its consent and shall give notice to Landlord and Tenant of such determination
within seven (7) Business Days, if at all possible, after Tenant's notice to such Selected Arbitrator. In the event that an arbitral decision is not rendered within such seven
(7) Business Day period as a result of any request for adjournment or extension by Landlord, Landlord's consent to the assignment or subletting in question shall be deemed to be granted, it
being acknowledged that the granting of such expedited arbitration was a material inducement to Tenant entering into this Lease and that it is the express intention of the parties that time shall be
of the essence with respect to the seven (7) Business Day period provided therefor. The costs and expenses of arbitration shall be borne by the non-prevailing party. In rendering
his or her decision, the Selected Arbitrator shall have no power to vary, modify or amend any provision of this Lease and shall be bound by the provisions of Section 14.4(a) hereof. The
decision of the Selected Arbitrator shall be conclusive and binding upon the parties for all purposes of this Lease, and judgment thereon may be entered in any court of competent jurisdiction.

Section 14.14.    If
this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable
or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of
Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other consideration constituting Landlord's property under the preceding sentence not paid or
delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid to or turned over to Landlord.



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Section 14.15.IDA.Notwithstanding anything to the contrary contained in this Lease, Tenant shall have
the right, upon not less than seven (7) days prior written notice to Landlord, but without the prior consent of Landlord, to sublease all or a portion of the Demised Premises (the "IDA Premises")
to the IDA and, together with its affiliates, to sub-sublease back from the IDA the IDA Premises. No such sublease or
sub-sublease shall (a) be subject to Landlord's right of first offer or recapture pursuant to Section 14.3 hereof, or (b) be subject to any sharing of Profit pursuant
to Section 14.4(e) hereof.

ARTICLE 15

INDEMNIFICATION

Section 15.1.Indemnity by Tenant.Notwithstanding that joint or concurrent liability may be imposed upon
Landlord by a Legal Requirement, Tenant will, except to the extent caused by the negligence or tortious act or omission of Landlord Parties, IDA, any Fee Mortgagee or any of their respective agents,
officers, contractors, employees, servants and invitees, indemnify and save harmless Landlord and IDA against and from all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including, without limitation, reasonable architects' and attorneys' fees and expenses, which may be imposed upon, or incurred by, or asserted against Landlord and/or IDA by reason of any of
the following during the Term of this Lease:



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Section 15.2.    Tenant
upon notice from Landlord or IDA will, at Tenant's expense, resist or defend such action or proceeding by counsel approved by Landlord or IDA, as
applicable, which approval shall not be unreasonably withheld or delayed. Counsel for Tenant's insurer are hereby deemed approved, unless
Tenant has a right to approve such counsel, in which event Landlord or IDA, as applicable, shall also have the right to approve such counsel, such approval not to be unreasonably withheld or delayed.
Such obligations of Tenant under this Article 15 as shall have accrued at the time of any termination of this Lease shall survive any such termination.

Section 15.3.Indemnity by Landlord.Notwithstanding that joint or concurrent liability may be imposed
upon Tenant by a Legal Requirement, Landlord will, except to the extent caused by the negligence or tortious act or omission of Tenant or any of Tenant's agents, officers, contractors, employees,
servants, invitees, or any person (other than Landlord Parties) claiming by, through or under Tenant, indemnify and save harmless Tenant against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including, reasonable attorneys' fees and expenses, which may be imposed upon, or incurred by, or asserted against Tenant by reason of any of the
following:



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Section 15.4.    Landlord upon notice from Tenant will, at Landlord's expense, resist or defend such action or proceeding by counsel reasonably approved by Tenant, which
approval shall not be unreasonably withheld or delayed. Counsel for Landlord's insurer are hereby deemed approved, unless Landlord has a right to approve such counsel, in which event Tenant shall also
have the right to approve such counsel, such approval not to be unreasonably withheld or delayed. Such obligations of Landlord under this Article 15 as shall have accrued at the time of any
termination of this Lease shall survive any such termination.

Section 15.5.Reference to Other Provisions.The provisions set forth in Section 15.1 above shall
in no way be deemed to conflict with, restrict or in any way modify the provisions set forth in Article 17 of this Lease.

ARTICLE 16

CONDEMNATION

Section 16.1.Total Taking.In the event of the Taking of the entire Building, this Lease and the terms
and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title (hereinafter referred to as the"Date of Taking"), and
Tenant shall have no claim against Landlord for, or make any claim for, the value of any unexpired term of this Lease, and the Minimum Rent and Additional Rent shall be apportioned as of such date.

Section 16.2.Partial Taking.



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Section 16.3.Termination Upon Partial Taking.



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Section 16.4.Awards.In the event that this Lease is terminated pursuant to Section 16.1 or 16.3,
Landlord shall be entitled to receive the entire award and compensation for the Taking, without deduction for any estate vested in Tenant by this Lease (or any value attributable thereto). Tenant
hereby assigns to Landlord any and all right, title and interest which the Tenant may have in or to any such award and compensation (other than Tenant's claim for statutory moving expenses, if any);
and Tenant agrees to execute and file any and all applications, statements, documents, and instruments necessary or desirable to facilitate Landlord's collection of any such award and compensation.
Notwithstanding anything to the contrary contained in this Section 16.4, Tenant shall have the right, at its sole cost and expense, to prosecute a direct claim against a condemning authority
for the value of any fixtures or equipment furnished or installed in the Demised Premises by Tenant and for Tenant's moving expenses;provided, however,that no such claim shall diminish or otherwise adversely affect any award(s) made for the Land and/or the Improvements. In the event that Tenant is not permitted to make a separate claim for such
items in such proceeding, Landlord shall prosecute all claims in such proceeding on behalf of both Landlord and Tenant, in which event Tenant may, if it so elects and at its expense, join with
Landlord in such proceeding, retain co-counsel, attend hearings, present arguments and generally participate in the conduct of the proceeding; provided, however, that, if Landlord incurs
any additional expense because of Tenant's exercising its rights under this sentence, Tenant will bear such additional expense.

Section 16.5.Temporary Taking.In the event of a Taking of the whole or any part of the Demised Premises
or of Tenant's interest in this Lease for a temporary use or occupancy, the Term of this Lease shall not be reduced or affected in any way and Tenant shall continue to pay in full the Rent and other
charges herein reserved, without reduction or abatement, in the manner and at the times herein specified and, except only to the extent that Tenant is prevented from so doing pursuant to the terms of
the order of the condemning authority, Tenant shall continue to perform and observe all of the other terms of this Lease as though such temporary taking had not occurred. However, Tenant shall be
entitled to the portion of the award or compensation for such temporary Taking (after subtraction of all necessary and proper expenses of collection incurred by Landlord) equal to the Rents payable
hereunder during the period covered, together with such additional reasonable and actual expenses as Tenant incurs in connection with relocation to alternate space for the period of such temporary
Taking. The balance of the award and compensation shall be payable to Landlord. In addition, Landlord shall be entitled to collect from such award the total estimated cost of restoring the Demised
Premises after the termination of such temporary use, which amount shall be made available to Tenant when and if, during the Term of this Lease, Tenant shall obtain possession and shall proceed with
restoring the same as nearly as possible to the conditions which the Demised Premises were immediately prior to such temporary Taking, with such changes and alterations as Tenant may elect to make at
its own expense in conformity with the provisions of Article 9.

Section 16.6.Arbitration.If the order or decree in any condemnation or similar proceedings shall fail
to determine the separate amounts to be awarded to those who are entitled to such amounts hereunder, and if Landlord and Tenant do not agree thereon within thirty (30) days after the final
award or awards shall have been fixed and determined, such separate amounts

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shall
be determined by arbitration, but the arbitrators shall be bound by the provisions of this Article 16 in the division of such award or awards.

Section 16.7.Interest on Proceeds.Those who are entitled to share in any proceeds pursuant to this
Article 16 shall be entitled to any interest paid on the award or awards received by them or applied for their amount.

Section 16.8.Right to Appear.Landlord and Tenant shall each have the right, at their own expense, to
appear in any condemnation proceeding and to participate in any and all hearings, trials and appeals therein.

Section 16.9.Notice.In the event Landlord or Tenant shall receive notice of any proposed or pending
Taking affecting the Building, the party receiving such notice shall promptly notify the other party of the receipt and contents thereof.

ARTICLE 17

CONDITIONAL LIMITATIONS; OTHER DEFAULTS

Section 17.1.    Each
of the following shall constitute a"Default"under this Lease:



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In
each such event set forth in clauses (a), (c) or (d) of this Section 17.1, Landlord may, at its option, serve a second written notice ("Second Default
Notice") upon Tenant, which such notice shall specifically refer to this Section 17.1 and shall state in bold, uppercase type on the first page thereof: FAILURE TO CURE THE DEFAULT DESCRIBED HEREIN
WITHIN TWO DAYS FROM THE DATE HEREOF IN THE CASE OF A MONETARY DEFAULT OR FIVE DAYS FROM THE DATE HEREOF IN THE CASE OF A
NON-MONETARY

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DEFAULT SHALL RESULT IN A TERMINATION OF THE LEASE AT ONE MADISON AVENUE.

Section 17.2.    In the case of (a) a Default described in Section 17.1(b), (b) a Default described in
Section 17.1(a) which is not cured by Tenant within two (2) days from receipt of the Second Default Notice and/or (c) a Default described in Section 17.1 (c) or
(d) which is not cured by Tenant within five (5) days from receipt of the Second Default Notice, Landlord may, at its option, serve a written five (5) days' notice of cancellation
of this Lease upon Tenant, and upon the expiration of said five (5) days, this Lease and the term thereunder shall end and expire as fully and completely as if the expiration of such five
(5) day period were the Expiration Date and Tenant shall then quit and surrender the Demised Premises to Landlord but Tenant shall remain liable as hereinafter provided.

Section 17.3.    If
the five (5) day notice provided for in Section 17.2 hereof shall have been given, and the Term shall expire as aforesaid, then, and in
any of such events, Landlord may re-enter the Demised Premises and dispossess Tenant and the legal representative of Tenant or other occupants of the Demised Premises by summary or other
legal proceedings and remove their effects and hold the Demised Premises as if this Lease had not been made.

Section 17.4.    In
the case of a Default described in Section 17.1(e), if such Default shall impair any Landlord Party's ability to use the Landlord Space for
the conduct of its business, then, to the extent that such default can be cured by the performance of work entirely within the Landlord Space, Landlord may perform such work on Tenant's behalf and at
Tenant's sole cost and expense. Any such work performed by Landlord shall be performed in accordance with and subject to all of the terms, covenants and conditions of this Lease. Tenant shall
reimburse Landlord, within thirty (30) days after delivery of an invoice, for Landlord's costs and expenses plus interest at the Interest Rate charged from the date the costs and expenses were
incurred by Landlord until the date paid in full. In the event Tenant fails to reimburse Landlord for Landlord's costs and expenses, within such thirty-day period, Landlord shall be
entitled to offset the amount owed by Tenant against the next installment(s) of Operating Payments, Tax Payments and Electricity Submeter Charges due hereunder. Notwithstanding anything to the
contrary set forth herein, Landlord shall not have the right to terminate this Lease in the case of a Default described in Section 17.1(e).

Section 17.5.    Notwithstanding
any expiration or termination prior to the Lease expiration date as set forth in this Article 17, except as provided in
Article 18 hereof, Tenant's obligation to pay Minimum Rent and Additional Rent under this Lease shall continue to cover all periods up to the Expiration Date.

Section 17.6.    Anything
contained in this Article 17 to the contrary notwithstanding, if any termination of this Lease pursuant to this Article 17 shall
be stayed by order of any court having jurisdiction over any proceeding described in Section 17.1(b) hereof, or by federal or state statute, then, following the expiration of any such stay,
Tenant or Tenant as debtor-in-possession shall fail to assume Tenant's obligations under this Lease within the period prescribed therefor by law or within one hundred twenty
(120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide
adequate protection of Landlord's right, title and interest in and to

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the
Demised Premises or adequate assurance of the complete and continuous future performance of Tenant's obligations under this Lease as provided in Section 14.14(c), Landlord, to the extent
permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on five (5) days' notice to Tenant, Tenant as
debtor-in-possession or said trustee and upon the expiration of said five (5) day period this Lease shall cease and expire as aforesaid and Tenant, Tenant as
debtor-in-possession or said trustee shall quit and surrender the Demised Premises as aforesaid.

Section 17.7.    If
at any time, (i) Tenant shall be comprised of two (2) or more persons, or (ii) Tenant's obligations under this Lease shall have
been guaranteed by any person other than Tenant, or (iii) Tenant's interest in this Lease shall have been assigned, the word "Tenant", as used in Section 17.1(b), shall be deemed to mean
any one or more of the persons primarily or secondarily liable for Tenant's obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any
proceeding of the types referred to in Section 17.1(b) shall be deemed paid as compensation for the use and occupation of the Demised Premises and the acceptance of any such compensation by
Landlord shall not be deemed an acceptance of rental or a waiver on the part of Landlord of any rights under this Article 17.

ARTICLE 18

REMEDIES OF LANDLORD: WAIVER OF REDEMPTION

Section 18.1.    In
ease of any such re-entry, expiration and/or dispossession by summary proceedings or other legal proceedings as set forth in
Article 17 hereof (a) the rent shall become due thereupon and be paid up to the time of such re-entry, expiration and/or dispossession,
together with such expenses as Landlord may reasonably incur for legal expenses, reasonable attorneys' fees and expenses, brokerage fees, and/or putting the Demised Premises into the condition in
which Tenant would have been obligated to deliver the Demised Premises on the Expiration Date; (b) Landlord may re-let the Demised Premises or any part or parts thereof, either in
the name of Landlord or otherwise, for a term or terms which may at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and
may grant concessions or free rent; and/or (c) Tenant shall, in addition to the other rights and remedies Landlord has, or may claim by virtue of any other provision contained herein or by
virtue of any statute or rule of law, also pay Landlord as liquidated damages (and not as a penalty) for the failure of Tenant to observe and perform said Tenant's covenants, agreements, terms,
provisions and conditions herein contained: (y) any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the
Lease or leases of the Demised Premises (or, in the event that Landlord or any Affiliate of Landlord, at its or their option but without any obligation to do so, re-occupies any portion of
the Demised Premises, the fair market rental value attributable to the portion of the Demised Premises so occupied for the period of such occupancy) for each month of the period which would otherwise
have constituted the balance of the term of this Lease, or, at Landlord's option, but in lieu of any other damages which may otherwise be recoverable by Landlord hereunder with respect to the loss of
the benefit of Landlord's bargain, (z) a sum which at the time of such termination of this Lease or at the time of any such re-entry by Landlord, as the case may be, represents the
then present value of the excess (employing a discount factor equal to the Treasury Rate, as such term is hereinafter defined), if any, of (i) the aggregate amount

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of
the Minimum Rent and the Additional Rent which would have been payable by Tenant (conclusively presuming the average monthly Additional Rent to be the same as were payable for the last twelve
(12) calendar months, or if fewer than twelve (12) calendar months have then elapsed from the Effective Date, all of the calendar months following the Effective Date) for the period
commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may be, and ending with the date contemplated as the expiration date hereof if this
Lease had not so terminated or if Landlord had not so re-entered the Demised Premises, over (ii) the aggregate fair market rental value of the Demised Premises for the same period.
The failure or refusal of Landlord to re-let the Demised Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. In computing such liquidated
damages there shall be added to the said deficiency such actual out-of-pocket expenses as Landlord may reasonably incur in connection with re-letting, such as legal
expenses, reasonable fees, brokerage fees and for keeping the Demised Premises in good order or for preparing the same re-letting. Any liquidated damages payable to clause (y) of
this Section 18.1 shall be paid in monthly installments by Tenant on the rent days specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, at Landlord's option, may make such alterations, repairs, replacements
and/or decorations in the Demised Premises as Landlord, in Landlord's reasonable judgment, considers advisable and necessary for the purpose of re-letting the Demised Premises; and the
making of such alterations and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for
failure or refusal to re-let the Demised Premises or any parts thereof, or, in the event that the Demised Premises are re-let, for failure to collect the rent thereof under
such re-letting. For purposes hereof, the term"Treasury Rate"shall mean the yield in percent per annum of the Treasury Constant Maturities
for ten (10) year terms as published in document H.15 (519) (presently published by the Board of Governors of the Federal Reserve System titled "Federal Reserve Statistical Release") for
the calendar week immediately preceding the calendar week in which the Treasury Rate is to be determined. If the publishing of the yield of Treasury Constant Maturities is ever discontinued, then the
Treasury Rate shall be based upon the index which the Board of Governors of the Federal Reserve System publishes in replacement or, if no such replacement index is published, the index which, in
Landlord's reasonable determination, most nearly corresponds to the yield of the Treasury Constant Maturities.

Section 18.2.    Tenant
hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant's being evicted or
dispossessed for any cause, or in the event of Landlord's obtaining possession of the Demised Premises, by reason of the violation by Tenant of any of the covenants, terms, provisions and conditions
of this Lease or otherwise (beyond applicable notice and grace periods).

Section 18.3.    Suit
or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing
contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been so terminated under the provisions of
Article 17 or under any provision of law, or had Landlord not re-entered the Demised Premises. Except as expressly set forth in Section 18.1 hereof, nothing herein contained
shall be construed to limit or preclude recovery by Landlord or Tenant against the other of any sums or damages to which, in addition to the damages particularly provided herein, such party may
lawfully recover.

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Section 18.4.    In
the event of a breach or threatened breach by either Landlord or Tenant of any of the covenants, agreements, terms, provisions and conditions hereof,
the non-breaching party shall have the right to seek an injunction and the right to invoke any remedy allowed at law or in equity, and the mention in this law of any particular remedy
shall not preclude Landlord or Tenant from any other remedy, at law or in equity, except as expressly set forth in Section 18.1 hereof and except for consequential and punitive damage, which
consequential and punitive damages Landlord and Tenant each hereby waive and release.

Section 18.5.Right to Perform.If Tenant shall fail to pay any Imposition or make any other payment
required to be made under this Lease or shall default in the performance of any other covenant, agreement, term, provision or condition herein contained, Landlord, without being under any obligation
to do so and without thereby waiving such failure or default, may make such payment or remedy such other default for the account and at the expense of Tenant, immediately and without notice in the
case of emergency, or in any other caseprovidedTenant shall fail to make such payment or remedy such default within the applicable grace period
specified in Section 17.1 after Landlord shall have notified Tenant of such failure or default. Bills for any expense incurred by Landlord in connection therewith, and bills for all costs,
expenses and disbursements of every kind and nature, including, without limitation, reasonable attorneys' fees and expenses, involved in collection or endeavoring to enforce any
right against Tenant, under or in connection with this Lease, or pursuant to law, including, without limitation, any such costs, expenses and disbursements involved in instituting and prosecuting
summary proceedings, as well as bills for any property, material, labor or services provided, furnished or rendered, or caused to be furnished or rendered, by Landlord to Tenant with respect to the
Demised Premises and other equipment and construction work done for the account of Tenant (together with interest at the Interest Rate from the respective dates of Landlord's making of each such
payment or incurring of each such cost or expense), may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option, and shall be due and payable in accordance with the terms of such
bills and if not paid when due the amount thereof shall immediately become due and payable as Additional Rent under this Lease.

ARTICLE 19

SURRENDER

Section 19.1.Condition on Surrender.Upon the expiration or sooner termination of the Term of this
Lease, Tenant shall surrender the Demised Premises, broom clean to the possession and use of Landlord without delay and, except for reasonable wear and tear and damage by fire, the elements or other
casualty and condemnation, in good order, condition and repair for premises of the type, class and character of the Demised Premises, free and clear of all subtenants, lettings and occupancies other
than those with respect to which Landlord has executed a non-disturbance agreement which is still in effect and of all liens and encumbrances other than those, if any, to which this Lease
is now subject or which may hereafter be created or consented to by Landlord or any person claiming under or through Landlord, other than Tenant or any person claiming under or through Tenant.

Section 19.2.Removal of Specialty Alterations.

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Section 19.3.Fixtures, etc.Tenant shall remove its furniture, trade fixtures and trade equipment (not
constituting part of the Demised Premises) and other personal property at or

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prior
to the expiration or termination of this Lease and shall promptly repair any damage due to such removal.

Section 19.4.Abandonment of Personal Property.Any personal property of Tenant which shall remain in the
Demised Premises after the termination of this Lease may, at the option of Landlord, be deemed to have been abandoned by Tenant and either may be retained by Landlord as its property or be disposed of
without accountability in such manner as Landlord may determine. Landlord shall not, at any time, be responsible for any loss or damage occurring to any property owned by Tenant except to
the extent caused by the negligence or willful misconduct of Landlord or any of Landlord's agents, contractors, employees or servants.

Section 19.5.Intentionally omitted.

Section 19.6.Survival.The provisions of this Article 19 shall survive the expiration or
termination of this Lease.

ARTICLE 20

CERTIFICATE OF OCCUPANCY

Section 20.1.    To
the best of Landlord's knowledge, attached to the Original Lease as Schedule K is a photocopy of the certificate of occupancy for the Building
as of February 22, 2001. Pursuant to Section 9.6(e) of the Original Lease and Section 9.6(e) hereof, Tenant was and is responsible for renewing the temporary certificate of
occupancy for the South Building. Tenant will not at any time use or occupy the Demised Premises in violation of the certificate of occupancy issued for the Building. Tenant may, from time to time,
with the prior consent of Landlord, not to be unreasonably withheld or delayed, modify the certificate of occupancy for the Demised Premises provided the same (i) does not permit uses other
than those permitted under Article 6 of this Lease, (ii) does not adversely affect the use and occupancy of the balance of the Building, and (iii) does not result in Landlord
having to perform any additions, alterations or improvements to the balance of the Building to comply with any Legal Requirement which would not have been applicable if the certificate of occupancy
remained unmodified. Landlord shall not do anything to prevent the issuance of, or cause the loss or revocation of, a certificate of occupancy for the Building permitting the use thereof for office
use or the Retail Space for retail use. Landlord shall not amend the certificate of occupancy for the Tower to change the use thereof. If either party's execution alone would not be sufficient to
obtain a certificate of occupancy or amendment thereto for which such party may be permitted to obtain or is legally required to obtain, the other party shall, upon request by the party seeking such
certificate or amendment thereto, promptly execute and deliver (or cause to be executed and delivered) all factually correct and lawful applications and consents required by Legal Requirements and/or
Insurance Requirements to be filed in order to enable such certificate of occupancy or amendments thereto to be obtained, provided the party requested to sign the same thereby incurs no liability or
expense which is not reimbursed.

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ARTICLE 21

ARBITRATION

Section 21.1.Selection of Arbitrator.Whenever in this Lease it is provided that a dispute shall or may
be submitted to or be determined by arbitration, the arbitration shall be conducted as provided in this Article 21. The party desiring such arbitration shall give notice to that effect to the
other, and within ten (10) days after such notice is given, the matter shall be submitted to arbitration in New York, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (or its successor) providing for a single arbitrator. In deciding the dispute, the arbitrator shall act in accordance with the rules then in force of the American
Arbitration Association, subject, however, to such limitations as may be placed upon them by the provisions of this Lease, In the event that the American Arbitration Association or a nationally
recognized successor shall not then be in existence, the arbitration shall proceed under the provisions of another generally recognized arbitration association selected by Tenant and reasonably
approved by Landlord. Landlord and Tenant shall be entitled to present evidence and argument to the arbitrator. The decision of the arbitrator shall be conclusive upon the parties for all purposes of
this Lease, and judgment thereon may be entered in any court of competent jurisdiction.

Section 21.2.Matters Arbitrable.The rights and/or obligations of Landlord and Tenant to submit a
dispute to arbitration are limited to disputes arising under those provisions of this Lease which specifically provide for arbitration.

ARTICLE 22

QUIET ENJOYMENT

Section 22.1.Covenant.As long as this Lease shall remain in full force and effect and Tenant shall not
be in Default of any of the terms or conditions of this Lease, Tenant shall peaceably and quietly enjoy the Demised Premises hereby demised for the term of this Lease, without hindrance or molestation
by anyone claiming by, through or under Landlord, subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease.

ARTICLE 23

CERTIFICATES

Section 23.1.    Landlord
and Tenant shall, without charge, at any time and from time to time, within ten (10) business days after request by the other party,
deliver a written instrument to the requesting party or any other person, firm or corporation specified by the requesting party, duly executed, stating, as applicable:



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If
Tenant should fail to deliver the requested estoppel certificate within the foregoing ten (10) business day period, Landlord may serve a second notice on Tenant specifying that Tenant's
failure to deliver the same within ten (10) business days of Tenant's receipt of that notice shall at Landlord's option be, and be deemed, a Default under this Lease and any failure by Tenant
to deliver the same within such ten (10) business day period shall, at Landlord's option, be deemed to be a Default hereunder.

ARTICLE 24

NOTICES

Section 24.1.Service of Notices.Any notice or demand, consent, approval or disapproval (collectively, "Notice") required or permitted
to be given by the terms and provisions of this Lease, or by any Legal Requirement, either by Landlord to Tenant or by
Tenant to Landlord, shall be in writing. Unless otherwise required by such Legal Requirement, such notice, demand, consent, approval or disapproval (other than for bills for Minimum Rent or Additional
Rent) shall be given, and shall be deemed to have been served and given, if sent by prepaid nationally recognized overnight express service and same shall be deemed delivered and effective the next
Business Day after deposit with such carrier. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of
the notice sent. If such notice is from Landlord to Tenant, such notice shall be addressed to Tenant, at 11 Madison Avenue, New York, New York 10010-3629, Attention: Managing Director,
Corporate Services, with a copy thereof simultaneously being sent by the same mailing procedure to Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, Attention: Chris M.
Smith, Esq. and with a copy of any notice of default to Tenant simultaneously being sent by the same mailing procedure, to 11 Madison Avenue, New York, New York 10010-3629, Attention:
General Counsel. Such notice from Tenant to Landlord shall be addressed to the Metropolitan Life Insurance Company, Real Estate Investments, 10 Park Avenue, Morristown, New Jersey 07960, Attention:
Director, New York Region Field Office, with a duplicate thereof, simultaneously being sent by the same mailing procedure to Metropolitan Life Insurance Company, 10 Park Avenue, Morristown, New Jersey
07960, Attention: Chief Counsel, Real Estate Investments, and to Kronish Lieb Weiner & Hellman LLP, 1114 Avenue of the Americas, New York, New York 10036, Attention: Mark Lipschutz, Esq.

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Section 24.2.Change of Address.Any address or name specified above may be changed by a Notice given by
the addressee to the other party in accordance with Section 24.1. hereof.

Section 24.3.Effective Date of Notices.All Notices shall be effective upon receipt and the time period
in which a response to any such Notice must be given shall commence to run from the date of receipt on the delivery confirmation or the return receipt of the notice by the addressee or the courier
thereof, as the case may be. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice was given shall be deemed to be receipt of the Notice sent.
In the event that an overnight express delivery is not being accepted for delivery, Notices to Tenant may then be served by hand delivery to the addressees above Notices to Landlord may then be served
by hand
delivery to the Vice President, Real Estate Investments, and to the Chief Counsel, Real Estate Investments, Law Department, of Metropolitan Life Insurance Company. Either party may, by Notice as
aforesaid, designate a different (i) address or addresses within the United States of America for Notices and/or (ii) representative(s) upon whom service may, as above provided, be made
or effected.

ARTICLE 25

MEMORANDUM OF LEASE

Section 25.1.Memorandum.At any time after the date hereof but prior to the Expiration Date, upon
Tenant's request, Landlord and Tenant shall execute a memorandum of this Lease, in recordable form, in substance reasonably satisfactory to both parties. Tenant may, at its sole cost and expense,
record said memorandum. Upon the expiration or sooner termination of this Lease, Tenant shall, within five (5) days of request, execute and deliver to Landlord a release of such memorandum in
form required for recording and Tenant hereby irrevocably constitutes and appoints Landlord the attorney-in-fact of Tenant to execute, deliver and record such release with the
appropriate recording officer or office, if Tenant shall fail to so executed and deliver such release within such five (5) day period. Said power of attorney shall be deemed a power coupled
with an interest and irrevocable so long as any memorandum of this Lease remains of record. Such memorandum shall not be deemed to modify or change any provisions of this Lease.

ARTICLE 26

SUBORDINATION

Section 26.1.Subordination.



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Section 26.2.Attornment.



Section 26.3.Rights of Fee Mortgagee.



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Section 26.4.No Current Fee Mortgages.Landlord hereby represents and warrants that, as of the date of
execution of this Lease, there are no Fee Mortgages or ground leases encumbering all or any portion of Landlord's interest in and to the Land and Improvements.

ARTICLE 27

MISCELLANEOUS

Section 27.1.Waiver of Jury.Landlord and Tenant do hereby waive trial by jury in any action, proceeding
or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Demised Premises, and/or any other claims (except claims for personal injury or property damage). It is further mutually agreed that in the event Landlord commences
any summary proceeding for nonpayment of rent, Tenant will not interpose and does hereby waive the right to interpose any counterclaim (other than a compulsory counterclaim) in any such proceeding.

Section 27.2.No Waiver.The failure of either party to seek redress for violation of, or to insist upon
the strict performance of, any covenant or condition of this Lease, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an
original violation. The failure of either party to insist upon the strict performance of any one of the terms of this Lease or to exercise any right, remedy or election herein contained or permitted
by law shall not constitute or be construed as a waiver or relinquishment for the future of such term, right, remedy or election, but the same shall continue and remain in full force and effect. All
rights or remedies of either party in this Lease specified and all other rights or remedies that either party may have at law, in equity or otherwise upon

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breach
of any term in this Lease contained upon the part of the other party to be performed, shall be distinct, separate and cumulative rights or remedies and no one of them, whether exercised by
such party or not, shall be deemed to be an exclusion of any other. The consent of either party to any act or matter must be in writing and shall apply only with respect to the particular act or
matter in which such consent is given and shall not relieve either party from the obligations wherever required under this Lease to obtain the consent of the other party to any other act or matter.

Section 27.3.Acceptance of Rent.Receipt or acceptance of Rent or any part thereof by Landlord shall not
be deemed to be a waiver of any breach or Default under the terms of this Lease or of any right which Landlord may be entitled to exercise under this Lease. In the event that Tenant is in arrears in
the payment of Rent or any part thereof, Tenant waives Tenant's rights, if any, to designate the items against which any payments made by Tenant are to be credited and Landlord may apply any payments
made by Tenant to any items Landlord may determine notwithstanding any designation or request by Tenant as to the items against which any such payments shall be credited.

Section 27.4.Entire Agreement.This Lease and the Shared Services Agreement contain the entire agreement
between Landlord and Tenant and any agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, release, discharge or terminate the terms hereof in whole or in part,
unless such agreement is in writing and signed by the party against which enforcement of such change, modification, waiver, release, discharge or termination is sought.

Section 27.5.No Recourse.



Section 27.6.Captions.The captions of Sections in this Lease and its Table of Contents are inserted
only as a convenience for reference and they in no way define, limit or describe the scope of this Lease or the intent of any provision hereof.

Section 27.7.Construction.This Lease shall be construed without regard to any presumption or other rule
requiring construction against the party causing this Lease to be drafted.

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Unless
otherwise specifically provided in this Lease, each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant shall be deemed as a separate and independent
covenant of Tenant, not dependent on any other provision of this Lease.

Section 27.8.Consent.Whenever in this Lease Landlord's consent or approval is required not to be
unreasonably withheld, if Landlord shall delay or refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim,
for money damages (nor shall Tenant claim any money damages by way of set-off,
counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant's sole remedy shall be an action or
proceeding to enforce any such provision by specific performance, injunction or declaratory judgment. The waiver of Tenant's claim and the exculpation of Landlord from liability set forth in the
foregoing provisions of this Section 27.8 shall not apply in the event that it is determined in a court of competent jurisdiction by a final, unappealable judicial determination that Landlord's
refusal to grant such consent was arbitrary, capricious and in bad faith.

Section 27.9.Invalidity.If any term of this Lease, or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and be enforced to the fullest extent permitted by law.

Section 27.10.Net Worth.Whenever this Lease requires that Tenant, any Affiliate of Tenant, or any other
corporation shall have at least a specified net worth, Landlord shall have a reasonable opportunity to verify any statement of net worth if Tenant, such Affiliate of Tenant or such other corporation
is not a public corporation.

Section 27.11.Successors and Assigns.The covenants, terms, provisions and conditions contained in this
Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Lease,
assigns.

Section 27.12.Applicable Law.This Lease shall be governed by the laws of the State of New York.

Section 27.13.Excavation; Shoring.If an excavation shall be made upon land adjacent to or under the
Improvements, or shall be authorized to be made, Tenant shall, upon reasonable advance notice (except in an emergency), afford to the person causing or authorized to cause such excavation license to
enter upon the Demised Premises for the purpose of doing such work as shall be reasonably necessary to preserve the wall(s) of the Improvements from injury or damage and to support the same by proper
foundations without any claim for damages or indemnity against Landlord, or diminution or abatement of Minimum Rent or Additional Rent, provided that Tenant shall continue to have access to the
Demised Premises, and that such work and any permanent changes to the Improvements resulting therefrom do not (a) materially reduce, interfere with or deprive Tenant of access to the Demised
Premises, (b) reduce the usable floor area of the Demised Premises to the extent that the same would materially interfere with the

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conduct
of Tenant's business at the Demised Premises or (c) materially impede the operation of Tenant's business, but if the usable floor area of the Demised Premises is permanently reduced by
more than a minimal amount, the Minimum Rent and Additional Rent shall be proportionately abated (on a per square foot basis).

Section 27.14.Brokers.Landlord and Tenant represent and warrant to each other that (a) the only
agents or brokers with whom each dealt in connection with the Original Lease and/or the Original Premises are Insignia/ESG, Inc. ("ESG") and CSFB
Realty Corp. ("CSFB Realty") and (b) neither has dealt with any agent or broker in connection with this Lease. Landlord and Tenant acknowledge
that Tenant has retained CB Richard Ellis ("Ellis") as Tenant's advisor in connection with this Lease. Tenant represents and warrants that Ellis is not
acting as Tenant's broker in connection with this Lease and shall not be entitled to any brokerage commission in connection herewith. Landlord has paid, in accordance with the terms of a separate
written agreement with ESG, the commission, if any, due ESG in connection with the Original Lease. Tenant has paid, in accordance with the terms of a separate written agreement with CSFB Realty, the
commission, if any, due CSFB Realty in connection with the Original Lease. Any consulting fees due to Ellis shall be paid pursuant to a separate letter between Landlord and Tenant. Landlord and Tenant
each covenant and agree to pay, indemnify and hold the other harmless from and against any and all claims for fees, commissions and other compensation made by (i) any agent or agents other than
ESG and CSFB Realty in connection with the Original Lease and/or (ii) any agent or agents in connection with this Lease, based on any dealings between Landlord or Tenant and to which the
applicable party is indemnifying the other, as the case may be, together with all costs and expenses incurred by Landlord or Tenant in resisting such claims (including, without limitation, reasonable
attorney's fees and expenses). The obligations of Landlord and Tenant under this Section 27.14 shall survive the expiration or termination of this Lease.

Section 27.15.Designated Representative.If Landlord shall consist of more than one person or entity,
the parties constituting Landlord may designate one person or entity (the"Designated Representative") to do all of the following on behalf of all of
such parties: (i) to accept any payments made in connection with this Lease; (ii) to give and accept notices in connection with this Lease; (iii) to grant or deny approval of any
matter covered by this Lease; and (iv) to otherwise take all such actions or omit to take such actions, from time to time, in connection with this Lease, as may be required or permitted; and
each and/or all of the foregoing, if done by such Designated Representative, shall be deemed to have been done by all of the parties constituting Landlord. The Designated Representative may be changed
only by giving five (5) business days prior written notice of such change to Tenant, which notice must be signed by all parties constituting Landlord.

Section 27.16.Financial Statements.At Landlord's option, if Landlord so requests from time to time,
Tenant shall provide to Landlord a statement of financial condition prepared in accordance with the generally accepted accounting principles or other similarly recognized principles of a foreign
jurisdiction applicable to Tenant or its parent and as of the close of Tenant's fiscal year("Financial Statement") at least once each calendar year, no
later than 90 days after the end of Tenant's fiscal year. Such Financial Statement shall be prepared by an independent certified public accountant. If Tenant is required to file annual and
quarterly reports with the Securities and Exchange Commission ("SEC"), Tenant shall furnish copies of the same

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to
Landlord within thirty (30) days of the filing with the SEC; and such reports shall be deemed to satisfy the requirements of this Section, Tenant shall also provide to Landlord its most
recent quarterly Financial Statement, within ten (10) days of written request therefor by Landlord, with a statement certified as required above by a duly authorized officer of Tenant
indicating whether there exists any material adverse changes, if any, in Tenant's financial condition since the date of its most recent Financial Statement.

Section 27.17.Vaults.Landlord shall have no responsibility for title to or any other aspect of vaults
and areas, if any, now or hereafter built extending beyond the boundary line of the Land. Tenant may occupy and use the same during the Term, subject to this Lease and applicable Legal Requirements.
No revocation on the part of any governmental department or authority of any license or permit to maintain and use any such vault and areas shall in any way affect this Lease or the amount of the Rent
or any other charge payable by Tenant hereunder. Tenant shall comply with all such licenses and, permits, and if any such license or permit shall be revoked, Tenant shall do and perform all such work
as may be necessary to comply with any order revoking the same.

Section 27.18.Counterparts.This Lease may be executed in any number of counterparts, each of which
shall constitute an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Lease by telecopier shall be
effective as delivery of a manually executed counterpart of this Lease. Any delivery of a counterpart signature by telecopier shall, however, be promptly followed by delivery of a manually executed
counterpart.

Section 27.19.Zoning Rights.Tenant hereby assigns to Landlord any interest of any kind in any zoning or
development rights with respect to the Land and/or the Improvements which Tenant might acquire by reason of this Lease; and Tenant hereby releases to Landlord any claim or right of every kind
whatsoever with respect to all such zoning or development rights (if any).

Section 27.20.Waiver of Consequential Damages.Notwithstanding anything to the contrary contained in
this Lease, each party hereby expressly waives and forever releases all claims against the other party for consequential damages, compensation or claims for inconvenience or loss of business, rents or
profits.

Section 27.21.ERISA Representations.



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Section 27.22.No Merger of Title.There shall be no merger of this Lease nor of the leasehold estate
created by this Lease with the fee estate or any other leasehold or subleasehold estate in the Demised Premises or any part thereof by reason of the fact that the same person, firm, corporation or
other entity may acquire or own or hold, directly or indirectly, (a) this Lease or the leasehold estate created by this Lease or any interest in this Lease or in any such leasehold estate, and
(b) the fee estate or any other leasehold or subleasehold estate in the Demised Premises or any part thereof or any interest in such fee estate or leasehold or subleasehold estate, and no such
merger shall occur unless and until all persons, firms, corporations and other entities having an interest in or lien upon (i) this Lease or the leasehold estate created by this Lease and
(ii) the fee estate or any other leasehold or subleasehold estate in the Demised Premises or any part thereof shall join in a written instrument effecting such merger and shall duly record the
same.

Section 27.23.Survival of Indemnities.Any provisions of this Lease which contain obligations of either
Landlord or Tenant to indemnify the other party hereto and its respective directors, officers, shareholders, employees and agents, shall survive the expiration or other termination of the Term.

Section 27.24.Survival of Original Lease Obligations.The rights and obligations of Landlord and Tenant
in connection with all matters or events arising under or accruing with respect to the Original Lease during the period commencing on the Commencement Date and ending on the Effective Date, including,
without limitation, arising under Section 28.10 of the Original Lease, shall survive the amendment and restatement of the Original Lease and shall be interpreted under, and governed by, the
Original Lease.

Section 27.25.Effect of Termination of Original Lease.In the event that the Original Lease terminates
prior to the Effective Date, then this Lease shall be null and void.

Section 27.26.Condominium Conversion.(a) In order to enable Landlord to realize certain real
estate tax benefits granted or to be granted by the IDA, Landlord has subjected the Land and Building to a Declaration of Condominium (the "Declaration") and Landlord's ownership of the Building is
either as the holder of units ("Units") in
the Condominium or as the holder of the leasehold interest in certain of the Units owned or to be owned by the IDA. If and should Landlord, at any time and for any reason, terminate the Condominium,
its interest in the Building and Land will be as the fee simple holder.

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ARTICLE 28

HAZARDOUS MATERIAL

Section 28.1.Obligation and Indemnity.(a) Tenant shall (x) not cause or permit any
Hazardous Material (as such term is hereinafter defined) to be brought upon, kept or used in or about the Demised Premises by Tenant, its subtenants agents, employees, contractors or invitees, without
the prior written consent of Landlord (which Landlord shall not unreasonably withhold or delay as long as Tenant (i) continues occupying the Demised Premises for the specific purposes and uses
permitted hereunder, (ii) demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary for the normal conduct of Tenant's business and (iii) demonstrates
to Landlord's reasonable satisfaction that the Hazardous Material will be used, kept, stored and disposed of in a manner that complies with all Legal Requirements and the requirements of any insurance
company insuring the Building regulating any such Hazardous Material so brought upon or used or kept in or about the Demised Premises during the term of this Lease) and (y) in the event that
Landlord grants its consent to Tenant to use and store Hazardous Material pursuant to (x) above then Tenant covenants that (i) the Hazardous Material will be used, kept, stored and
disposed of in a manner that complies with all Legal Requirements regulating the use, storage and disposal of Hazardous Material and (ii) Tenant shall discontinue such use and storage of
Hazardous Material when such Hazardous Material is no longer necessary for normal conduct of Tenant's business. Notwithstanding the preceding sentence Tenant shall not generate, manufacture or produce
any Hazardous Material on the Demised Premises. If Tenant breaches the obligations stated in the preceding sentences, or if the presence of Hazardous Material on or about the Demised Premises during
the Term of the Lease results in contamination of the Building or any surrounding properties or any water supplies, or if the presence of such Hazardous Material injures or kills any person or damages
any property of any person or entity, Tenant shall indemnify, defend and hold Landlord and IDA harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses
(including, without limitation, any third party claims, the cost of any required or necessary repair, clean-up and detoxification and all amounts expended to pay for any settlement of
claims or threatened claims, reasonable attorneys'

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fees
and expenses, consultant fees and expert fees) which arise during or after the Term of this Lease as a result of such contamination. Without limiting the foregoing, if the presence of any
Hazardous Material on or about the Demised Premises caused or permitted by Tenant results in any contamination of the Building, any surrounding areas or any water supplies, Tenant shall promptly take
all actions at its sole expense as are necessary to return the Building, any surrounding properties or any water supplies, to the condition existing prior to the introduction of such Hazardous
Material to them; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld or delayed so long as such actions would not potentially
have any material adverse long-term or short-term effect on the Building.

Notwithstanding
anything contained in the preceding paragraph Tenant shall not be required to obtain Landlord's prior consent to use, handle, store or dispose of products containing
small quantities of Hazardous Material, which products are of a type customarily found in First-Class Office Buildings (such as aerosol cans containing insecticides, toner for copies, paints or paint
remover), provided that Tenant shall handle, store, use and dispose of any such Hazardous Material in a safe and lawful manner and shall not allow such Hazardous Material to contaminate the Building
or the equipment.



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Landlord
shall be allowed to use, handle, store or dispose of products containing small quantities of Hazardous Material, which products are of a type customarily found in offices and
households (such as aerosol cans containing insecticides, toner for copies, paints or paint remover), provided that Landlord shall handle, store, use and dispose of any such Hazardous Material in a
safe and lawful manner and shall not allow such Hazardous Material to contaminate the Landlord Space.

Section 28.2.Hazardous Material Defined.As used herein, the term"Hazardous
Material"means any hazardous or toxic substance, material or waste which is or becomes regulated by any state or local governmental, quasi governmental or other regulatory
authority, or the United States Government. The term"Hazardous Material"includes, without limitation, any material or substance which is
(i) designated as a "Hazardous Substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (ii) defined as a "Hazardous Waste"
pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), (iii) defined as a "Hazardous
Substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601) or
(iv) any other flammable explosives, radioactive materials, hazardous wastes or materials, toxic waste or material or other similar substances.

Section 28.3.Landlord's Rights to Enter.Without in any way limiting Landlord's other rights under this
Article 28, Landlord, in its reasonable discretion, shall have the right, at any reasonable time during the Term and upon reasonable prior notice, to enter the Demised Premises for purposes of
inspecting the Demised Premises and conducting any tests, samplings, borings and analysis ("Testing") that Landlord deems reasonably necessary for the
purpose of determining whether the Building or surrounding properties have been contaminated. Tenant shall reimburse Landlord for the reasonable cost and expense incurred by Landlord if the Testing
discloses a violation by Tenant of its obligations under this Article 28 and Tenant shall pay same as Additional Rent within thirty (30) days after written demand is made by Landlord.

Section 28.4.Remedies, etc,(a) In the event that Tenant is in violation of its obligations
contained in this Article 28 or, except as provided in Sections 28.10 and 28.11 hereof, in the event that Landlord reasonably believes that an environmentally hazardous condition exists or
potentially exists on the Demised Premises (or the Building or surrounding properties if such condition is a result of or related to Tenant's use, occupancy or activities on the Demised Premises)
then:



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Section 28.5.Investigations.(a) Tenant shall promptly notify Landlord of any investigations,
audits or legal action conducted or filed by or any subpoenas it receives from any Public Authority with respect to the Demised Premises in connection with Hazardous Materials or Tenant's business at
the Demised Premises and Tenant shall send Landlord copies of all notices, filings, reports, etc. Tenant receives or delivers to any Public Authority in connection with Hazardous Materials at the
Demised Premises.



Section 28.6.Intentionally omitted.

Section 28.7.Material Default, Survival.Notwithstanding anything contained elsewhere in this
Article 28 Tenant's failure to comply with any provisions of this Article 28 within thirty (30) days after notice thereof from Landlord (or if the said failure complained of

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shall
be of a nature that the same cannot be completely cured or remedied within said thirty (30) day period, and if Tenant shall not have diligently commenced curing such failure within such
thirty (30) day period, and if Tenant shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such failure) shall be deemed a material default by Tenant,
enabling Landlord to exercise any of the remedies set forth in this Lease. All provisions of this Article 28 shall survive the expiration or sooner termination of the Term of this Lease.

Section 28.8.Reference to Other Provisions.The provisions set forth in this Article 28 shall in
no way be deemed to conflict with, restrict or in any way modify the provisions set forth in Article 15 of this Lease.

Section 28.9.ACP-5.Landlord has delivered to Tenant all ACP-5 certificates
covering the Demised Premises which Landlord has in its possession.

Section 28.10.Asbestos.



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Section 28.11.Other Hazardous Materials.



ARTICLE 29

RENEWAL OPTIONS

Section 29.1.    Provided
that (i) this Lease has not been earlier terminated, (ii) no Material Monetary Default or material non-monetary
Default exists at the time of the exercise of the within applicable option or at commencement of the applicable Extension Term and (ii) Tenant, as of the date that Tenant exercises the within
applicable option and the commencement date of the applicable extension term, occupies at least seventy-five (75%) percent of the Demised Premises (it being agreed that for purposes of
calculating the amount of space occupied by Tenant, there shall be included any space which Tenant would be occupying but for (x) the untenantability thereof or (y) the then actual
performance therein of Improvements for Tenant's

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own
use), Tenant shall have the right to extend the term of this Lease with respect to the entire Demised Premises for three (3) successive extension periods of five (5) years each
(hereinafter referred to individually as an "Extension Term" and collectively as the "Extension Terms"),
the first of which periods (the "First Extension Term") shall commence on the day following the last day of the initial lease term (provided the initial
lease term shall not have been theretofore terminated), the second of which periods (the "Second Extension Term") shall commence on the day following
the last day of the First Extension Term (provided the First Extension Term shall not have been theretofore terminated) and the third of which periods (the "Third Extension
Term") shall commence on the day following the last day of the Second Extension Term (provided the Second Extension Term shall not have been theretofore terminated). The within
described options shall be exercisable only in the following manner: Tenant shall, no later than thirty (30) months prior to the last day of the (i) initial term of this Lease, in the
case of the First Extension Term, (ii) First Extension Term, in the case of the Second Extension Term and (iii) Second Extension Term, in the case of the Third Extension Term, give to
Landlord written notice (the "Exercise Notice"), pursuant to and in accordance with the terms of Article 24 hereof, of Tenant's election to
extend this Lease on the covenants, terms, provisions, agreements and conditions as hereinafter provided in Section 29.2 hereof. In the event of the failure of Tenant to give the Exercise
Notice in accordance herewith with respect to any of Tenant's options hereunder, Landlord shall give Tenant a notice thereof (the "Reminder Notice")
advising Tenant that Tenant is required to exercise its option with respect to the Extension Term in question by giving notice to Landlord within thirty (30) days from the giving of the
Reminder Notice. If Tenant shall fail to give the Exercise Notice within the 30-day period after the giving of the Reminder Notice, time being of the essence, Tenant's right to extend
shall be conclusively deemed to have been waived and the term shall not be extended beyond the then established expiration date provided for under this Lease. At the request of either party following
the exercise of an appropriate option to extend, both parties agree to execute a confirmatory agreement confirming the extension and the newly extended expiration date; provided that the failure to
execute a confirmatory agreement shall not invalidate Tenant's exercise of its option hereunder. Following the exercise of the option to extend for the First Extension Term, there shall be no further
rights on the part of Tenant to further extend this Lease other than for the Second Extension Term and Third Extension Term. Following the exercise of the option to extend for the Second Extension
Term, there shall be no further rights on the part of Tenant to further extend this Lease other than for the Third Extension Term. Following the exercise of the option to extend for the Third
Extension Term, there shall be no further right on the part of Tenant to further extend this Lease.

Section 29.2.    Each
of the Extension Terms shall be on the same covenants, terms, provisions and conditions as the initial term of this Lease (other than Sections 4.3
and 28.10(d)) except that (i) there shall be no right to renew this Lease (a) beyond the Second Extension Term and Third Extension Term in the case of the First Extension Term,
(b) beyond the Third Extension Term in the case of the Second Extension Term or (c) in the Third Extension Term and (ii) the Minimum Rent for the applicable Extension Term shall
be an amount equal to the "fair market rent," as hereinafter defined, of the Demised Premises for the applicable Computation Period, as of the first day of the applicable Extension Term as determined
by agreement of the parties or by decision of the referee in the manner as specified in Article 30 hereof.

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Section 29.3.    Notwithstanding anything hereinbefore contained to the contrary, "fair market rent" shall be determined in accordance with the procedures set forth in
Article 30 and shall mean the Minimum Rent that a tenant would pay for the "direct initial" (i.e., non-renewal) lease of the Demised Premises, taking into account (and disregarding,
as applicable) the factors described in this Section 29.3 and Section 29.4 hereof, and assuming, subject to this Section 29.3 and Section 29.1 hereof, that the Demised
Premises were being hypothetically rented on the open market to a third party in its then "as is" condition (i. e., without any further Landlord's work, rent concessions or construction or other
allowance on a direct basis), that the tenant availability for this space is competitive and Landlord has had sufficient time to locate this third party, and that the term of the Lease is fifteen
(15) years, not five years.

Section 29.4.    Each
appraiser selected by Landlord or Tenant and any referee selected pursuant to Section 30.2 of this Lease are hereby directed to include the
following (as well as any other factors either of such appraisers or the referee deems relevant) criteria in their respective determinations of fair market rent: (i) the unique physical
characteristics of the Building (other than those installed by or on behalf of, or paid for, by Tenant), (ii) the amount of power available to the Building and to Tenant, (iii) the
signage and name of the Building, (iv) the size and ceiling heights of the trading floors, if any, (v) the then "as is" condition of the Demised Premises, (vi) the size of the
Building and the space occupied by Tenant, (vii) access, location and all other factors unique to the Building, (viii) the fact that no commission or a reduced commission is payable by
Landlord and that there is no free rent period or tenant allowance, and (ix) the fact that this Lease is a net lease as described in Section 4.5 hereof (but taking into account the
extent to which the costs of certain alterations, improvements and replacements are reimbursable by Landlord to Tenant pursuant to this Lease). In no event, however, shall any appraiser selected by
Landlord or Tenant, or any referee selected pursuant to Section 30.2 of this Lease, consider or make any increase or decrease in the fair market rent for the Demised Premises in connection with
any of the following factors which shall be disregarded: (1) the additional value of the Demised Premises, if any, based on special quality of Tenant Alterations in the Demised Premises, or any
decrease in value as a result of the age or obsolescence of the foregoing items or the wear and tear thereon; (2) the fact that Tenant is an existing tenant then in occupancy exercising a right
of extension rather than considering the basis of the transaction to be a new transaction between a new landlord and a new tenant; or (3) the fact that Tenant occupies any other building or
space at that time.

ARTICLE 30

COMPUTATION OF RENT FOR EXTENSION TERMS

Section 30.1.    In
the event Tenant exercises any or all of the extension options set forth in Article 29, then the fair market rent for the applicable Extension
Term shall be determined as of the first day of the applicable Extension Term (each of which shall be referred to as a"Computation Date"). In this
regard, no earlier than one hundred eighty (180) days and no later than ninety (90) days prior to each Computation Date, which ninety (90) day period is hereinafter referred to as
an"Exchange Period", Landlord and Tenant will each submit to the other a statement of their respective determinations of the fair market rent for the
Demised Premises (each, an"Original Determination") as of the relevant Computation Date for the applicable Extension Term (hereinafter individually
referred to, as the"Computation Period"

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and
collectively as the"Computation Periods"),which statements shall show how their respective
determinations were derived. Each party's determination of the fair market rent shall give due consideration to the rent and Additional Rent (adjusted by all rent and construction allowances,
concessions and credits) then being charged by owners (including Landlord) of First-Class Office Buildings and shall give due consideration to the factors set forth in Section 29.3 and 29.4
hereof.

Section 30.2.    In
the event that after the exchange of the statements as above provided, the parties hereto are unable to agree upon the fair market rent as of the
applicable Computation Date for the applicable Computation Period, the parties shall (within fifteen (15) days after the last of the statements was exchanged, but in no event more than fifteen
(15) days subsequent to the expiration of the applicable Exchange Period) meet and attempt to agree on the fair market rent as of the applicable Computation Date for the applicable Computation
Period. If the parties hereto cannot (within ten (10) days of their first meeting, but in no event later than thirty (30) days subsequent to the expiration of the applicable Exchange
Period) agree on the fair market rent as of the applicable Computation Date for the applicable Computation Period, they shall attempt to agree on a referee to determine the matter. The referee must be
an MAI of the Appraisal Institute with at least ten (10) years experience in appraising First Class Buildings in the County of New York, New York. If the parties hereto cannot agree on the
appointment of a referee within forty-five (45) days subsequent to the expiration of the applicable Exchange Period, either party may request the President of The Real Estate Board
of New York, Inc. to appoint a referee meeting the foregoing requirements. If the President of The Real Estate Board of New York, Inc. shall refuse to appoint such referee or if The Real
Estate Board of New York, Inc. shall then no longer be in existence, either party hereto on behalf of both, may apply to the Supreme Court in the County of New York for the appointment of such
referee, and the other party shall not raise any question as to the Court's full power and jurisdiction to entertain the application and make such appointment. The referee's sole discretion in
determining the matter shall be limited to selecting one of the Original Determinations submitted by the parties hereto during the applicable Exchange Period. In other words, the referee cannot submit
an independent valuation of his own but must determine the matter solely on which of the Original Determinations submitted by each of the parties hereto during the applicable Exchange Period more
closely conforms with his or her valuation of the fair market rent for the applicable Computation Period. The referee's decision, determined as provided in this Article 30 shall be conclusive
and binding on the parties, shall constitute an "award" by
the referee within the meaning of the American Arbitration Association rules and applicable laws and judgments may be entered and enforced thereon upon the application of either party to the Supreme
Court of the County of New York. Each party shall pay its own fees and expenses relating to the engagement of its respective appraisers, counsels and experts, and each party shall pay
one-half (1/2) of the fees and expenses of the referee and, if applicable, the fees and expenses of The Real Estate Board of New York, Inc. in appointing the referee
and the fees and expenses involved should either party make application for an order of Judgment for or by the Supreme Court of the Court of New York in connection with the referee's award.

Section 30.3.    In
the event the computation of the fair market rent under this Article 30 is not determined until after the applicable Computation Date, Tenant
shall continue paying the Minimum Rent that had been payable during the last twelve (12) months prior to the applicable Computation Date, and at such time as the Minimum Rent is determined,
(i) the

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Minimum
Rent shall be retroactively adjusted to the applicable Computation Date, (ii) the parties shall (within ten (10) days of written demand made by one or the other for a
reconciliation of the Minimum Rent paid by Tenant for the period commencing on the applicable Computation Date through the date preceding the date Tenant commences the payment of the Minimum Rent in
the recomputed amount, the "Interim Period") reconcile the amount paid by Tenant for the Interim Period, and if Tenant shall have overpaid for the
Interim Period, Landlord shall credit the overage to the next payment of Minimum Rent payable under this Lease (provided that if such overpayment exceeds one (1) month's payment of Minimum as
so recomputed, Landlord shall, within ten (10) business days after such reconciliation, pay to Tenant the amount of such overage), and if Tenant shall have underpaid such amount, Tenant shall
within ten (10) business days pay the deficiency to Landlord and (iii) commencing on the first day of the month following the month in which the reconciliation referred to in the
preceding clause (ii) of this Section 30.3 was made, Tenant shall start making monthly installments of Minimum Rent in the recomputed amount.

ARTICLE 31

NAME OF SOUTH BUILDING; S1GNAGE

Section 31.1.    Subject
to the provisions of this Article and to compliance with all Legal Requirements, then, for so long as no Default shall exist under this Lease
after notice and the expiration of the applicable cure period, Tenant shall have the following rights to name the South Building:



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Section 31.2.    The
rights of Tenant set forth in Section 31.1 hereof apply exclusively to the South Building, and nothing contained in the foregoing provisions
of Section 31.1 hereof shall give Tenant any rights whatsoever to name the Tower. The Tower shall he designated as the "MetLife Tower", the
"Metropolitan Life Insurance Company Tower", or any derivation of such name or the name of any Landlord Successor or by the street address of the Tower. If a portion of the Landlord Space exceeding
one hundred thirty thousand (130,000) rentable square feet shall be leased, the Tower may be designated by the name of such tenant, as the case may be, only if all of the following conditions are
satisfied: (i) such tenant shall be an Investment Grade Entity, (ii) such tenant is in actual occupancy of at least one hundred thirty thousand (130,000) rentable square feet, and
(iii) Tenant's prior consent to such name shall have been obtained in writing, which consent shall not be unreasonably withheld or delayed. Tenant shall not be deemed unreasonable if it
withholds its consent because: (A) in Tenant's reasonable judgment, the reputation, character or business of such tenant is below the standard of business entities for whom First-Class Office
Buildings are customarily named, or (B) such tenant is generally recognized as a Competitor of Tenant. Any dispute between Tenant and Landlord regarding whether or not the foregoing conditions
have been satisfied shall be resolved by arbitration in accordance with Article 21.

Section 31.3.    In
exercising its rights under Section 31.1 hereof, Tenant shall not, without Landlord's prior consent, not to be unreasonably withheld or
delayed, include the Tower within the description of the South Building as so named, including without limitation, references thereto (whether visual or verbal) in any promotional or advertising
material, stationery or any other written or internet documentation promulgated by Tenant. In no event shall the Building address be changed from One Madison Avenue, New York, New York. Nothing
contained in this Article 31 or anywhere else in this Lease shall prevent or preclude Landlord from marketing the Building as the "One Madison Avenue
Building" or some other derivative making use of One Madison Avenue as the address of the Building,

Section 31.4.    Provided
that granting to Tenant the following rights to install signage on the South Building and in the South Building Lobby will not jeopardize or
risk or cause the loss of the Building's status as a "Certified Historic Structure" for the purposes of Tax Credits and eligibility for abatement, deferral and/or reduction of taxes under the ICIP
Laws, then, for so long as no default shall exist under this Lease after notice and the expiration of the applicable cure period, Tenant and any assignee or subtenant of Tenant for whom the South
Building shall be named pursuant to Section 31.1(b) hereof (for so long as such assignee or subtenant shall occupy at least six hundred thousand (600,000) rentable square feet) shall have the
right to install on the exterior walls of the South Building and in the South Building Lobby signage plaques with the name of Tenant and/or identification symbol or logo of Tenant, the design,
lettering, colors, material composition and method of affixation to be selected by Tenant

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but
approved by Landlord, which approval shall not be unreasonably withheld or delayed. The size, number and location of such signage plaques shall be subject to Landlord's reasonable approval, and
shall be appropriate and in keeping with the operation of a First-Class Office Building; provided, however that Landlord shall not be deemed unreasonable in withholding its consent to any such signage
if, in Landlord's reasonable opinion, such signage shall interfere with or adversely impact on the Tower.

Section 31.5.    Tenant
acknowledges that Landlord has etched "Metropolitan Life Insurance Company" in various locations on the stone facade of the South Building.
Notwithstanding anything to the contrary contained herein, Tenant shall not modify or remove such etchings for so long as MetLife is the owner of the Building and/or the occupant of the Retained
Space.

Section 31.6.    (a) In
connection with a permitted subletting of any of the Retail Space pursuant to Article 14 hereof, Tenant shall be permitted to allow
exterior signage on the storefront of such Retail Space provided that (i) if all of the Retail Space between the mid-block East 23rd Street and mid-block Madison Avenue
entrances of the Building which is vacant on the date hereof ("Remaining Retail Space"is subleased to a single subtenant
("Major Retail Subtenant"), such Major Retail Subtenant's retail signage shall be consistent with signage customarily used on First-Class Office
Buildings, the lettering on such signage shall not exceed 36 inches in height and such signage shall have been approved by Landlord, which approval shall not be unreasonably withheld or delayed,
(ii) if the Remaining Retail Space is subleased to two or three subtenants and one of such subtenants ("Large Retailer") subleases 5,420 useable
square feet or more, then such subtenants' retail signage shall be consistent with signage customarily used on First-Class Office Buildings and shall have been approved by Landlord, which approval
shall not be unreasonably withheld or delayed, and the lettering on the Large Retailer's signage shall not exceed 24 inches in height and the lettering on the other subtenants' signage shall not
exceed 18 inches in height, and (iii) if the Remaining Retail Space is subleased to four or more subtenants, all of such subtenants' retail signage shall be uniform for the South Building and
consistent with an overall retail signage program for the Retail Space, the specifications (i.e., the size, design, lettering, colors, material composition and method of affixation) for which shall
have been submitted to, and approved by, Landlord, which approval shall not be unreasonably withheld or delayed, and the lettering on such subtenants' signage shall not exceed 18 inches in height. No
neon signs, flashing lights, illuminated or backlit signs will be permitted on the exterior of the Building, in the windows of or entrances to the Retail Space or inside the Retail Space within three
feet of any such windows or entrances. Landlord hereby acknowledges that it has approved the exterior signage to be installed pursuant to the sublease dated March 18, 2003 between Tenant and
Walgreen Eastern Co. Inc.



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Section 31.7.    Notwithstanding
anything to the contrary contained herein, Tenant must comply with the provisions of Section 9.6(c) prior to installing any
signage permitted under this Article 31.

Section 31.8.    Landlord
shall have the right to install on the exterior walls of the Tower and in the Tower lobby signage plaques with the name of Landlord and/or
identification symbol or logo of Landlord. The size, number and location of such signage plaques shall be appropriate and in keeping with the operation of a First-Class Office Building and shall not
interfere with or adversely impact on the South Building. The foregoing signage rights shall inure to the benefit of any tenant of Landlord for whom the Tower shall be named pursuant to
Section 31.2 hereof (for so long as such tenant shall occupy at least 130,000 rentable square feet of the Landlord Space); provided that granting the foregoing rights to install signage on the
Tower and in the Tower lobby to such tenant will not jeopardize or risk or cause the loss of the Building's eligibility for abatement, deferral and/or reduction of taxes under the ICIP Laws.

ARTICLE 32

ROOF INSTALLATIONS

Section 32.1.    Subject
to Tenant's compliance with the terms and provisions of this Lease, Tenant shall have the right to erect, operate, remove, repair, replace and
maintain microwave and satellite communications equipment or antennae as well as emergency generators and condenser water towers (the"Tenant Roof
Installation") on the Roof Areas (as hereinafter defined) of the South Building, provided (i) all Tenant Roof Installations made by Tenant or anyone claiming through or
under Tenant shall be the personal property of Tenant or anyone claiming through or under Tenant, and all such Tenant Roof Installations (other than condenser water towers) shall be removed by Tenant,
at Tenant's sole cost and expense, at the expiration or earlier termination of this Lease, and any resulting damage to the Building and Building equipment shall be repaired at, or prior to, the
Expiration Date, (ii) the installation and use of such Tenant Roof Installation would not (and does not) unreasonably interfere with use of the Roof Areas by Landlord pursuant to
Section 32.4) (iii) all such installations shall be a Voluntary Alteration subject to the provisions of Article 9 hereof, and shall be installed and maintained in accordance with
Legal Requirements, and (iv) prior to installing, or permitting any installation of, any such Tenant Roof Installation, Tenant shall obtain Landlord's prior consent thereto which shall be
withheld by Landlord only if, in Landlord's reasonable judgment, the visual impact of such installation (considering the aggregate of all such installations then existing on such Roof Areas) on
occupants of the Tower or the building at Eleven Madison Avenue, New York, New York is below the standard of a First-Class Office Building. All roofing and waterproofing related to the installation,
repair, replacement and/or removal of such Tenant Roof Installation shall be performed by Tenant, at Tenant's cost. No Tenant Roof Installation made by Tenant or anyone claiming through or under
Tenant may be visible from the ground unless such Tenant Roof Installation will not operate unless it is placed in a location where it will be visible from the ground, in which event (provided the
same will not jeopardize or risk or cause loss of the Building's status as a "Certified Historic Structure" for purposes of Tax Credits and the

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Building's
eligibility for abatement, deferral and/or reduction of taxes under ICIP Laws) it may be placed in a location on the Roof Areas of the Building, mutually and reasonably determined by
Landlord and Tenant, which permits such Tenant Roof Installation to operate and minimizes its visibility from the ground. For the purposes hereof, "Roof
Areas" shall mean the available roof space on the roofs above the 11th through 16thfloors of the South Building, but shall in no event include the
roof above the 10th floor of the South Building (i.e., the 11th floor setback) for so long as any portion of the 11th floor shall be occupied by Landlord.
Tenant shall comply and remain in compliance with the FCC OET65 Rule.

Section 32.2.    Subject
to the provisions of this Article 32, Tenant shall have the right to transfer or resell the use of, or the rights to the use, the
microwave and satellite communications equipment or antennae included in Tenant Roof Installations, including the granting of any licensing or other rights, and in such event, any such transaction
shall he deemed a sublease as to which all of the provisions of Article 14 hereof, including without limitation, the profit splitting provisions set forth in Section 14.4 hereof, shall
apply except that Landlord shall have no recapture right as set forth in Section 14.3 hereof. For purposes of calculating Profit, there shall be allocated to the Roof Areas no portion of the
Minimum Rent. Notwithstanding anything to the contrary in the foregoing sentence, Tenant shall not be permitted to enter into any such transfer or resale with an entity who is a Competitor of Landlord
on the date the transaction is consummated.

Section 32.3.    Notwithstanding
anything to the contrary contained herein, Tenant must comply with the provisions of Section 9.6(c) prior to installing any
Tenant Roof Installations permitted under this Article 32.

Section 32.4.    Subject
to Landlord's compliance with the terms and provisions of this Lease, Landlord, and anyone claiming under or through Landlord, shall have the
right to erect, operate, remove, repair, replace and maintain microwave and satellite communications equipment or antennae as well as emergency generators and condenser water towers (the
"Landlord Roof Installation") on the Roof Areas; provided (i) the installation and use of the Landlord Roof Installation would not (and does not)
unreasonably interfere with use of the roof by Tenant pursuant to Section 32.1, and (ii) all such installations shall be Landlord Alterations subject to the provisions of
Article 38 hereof and shall be installed and maintained in accordance with Legal Requirements. All such Landlord Roof Installations shall be the personal property of Landlord or anyone claiming
under or through Landlord. No such Landlord Roof Installation may be visible from the ground unless such Landlord Roof Installation will not operate unless it is placed in a location where it will be
visible from the ground, in which event (provided the same will not jeopardize or risk or cause loss of the Building's eligibility for abatement, deferral and/or reduction of taxes under ICIP Laws) it
may be placed in a location on the Roof Areas, mutually and reasonably determined by Tenant and Landlord, which permits such Landlord Roof Installation to operate and minimizes its visibility from the
ground. Landlord shall comply and remain in compliance with the FCC OET65 Rule.

Section 32.5.    The
right to install and operate antennae, communications dishes or other equipment on the Roof Areas shall be on a first come, first served, basis. The
use of the aggregate amount of Roof Areas shall be allocated between Tenant and Landlord proportionate to the aggregate amount of leaseable space in the Demised Premises and the Landlord Space.

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Landlord
shall not install or operate or permit anyone claiming by, through or under Landlord to install or operate antennae, communications dishes or other equipment on the Roof Areas which will
unreasonably interfere with the use or operation (including the reception and transmission of signals to and from the same) of other then existing antennae or communications dishes on the Roof Areas
or other then existing roof installations of Tenant installed or made pursuant to Section 32.1 for similar purposes. Tenant shall not install or operate or permit anyone claiming by, through or
under Tenant to install or operate antennae, communications dishes or other equipment on the Roof Areas which will unreasonably interfere with the use or operation (including the reception and
transmission of signals to and from the same) of other then existing antennae or communications dishes on the Roof Areas or other then existing roof installations of Landlord pursuant to
Section 32.4 for similar purposes.

Section 32.6.    Landlord
hereby indemnifies and agrees to hold Tenant harmless from and against any cost, expense, damage, obligation or liability to persons or
property that may now or hereafter be incurred, expended or suffered by Tenant in any way arising from, occasioned by, or resulting from, Landlord's installation, maintenance, replacement, repair,
operation and/or use (or acts or omissions in connection therewith) of Landlord Roof Installations and all appurtenances thereto, including, without limitation, any damage resulting from water seepage
through the roof or walls of the Building.

Section 32.7.    Tenant
shall not be required to remove any Landlord Roof Installations at the end of the Term, whether such Landlord Roof Installations were installed
pursuant to Section 32.4 hereof or pursuant to the Original Sublease.

Section 32.8.    In
the event that Landlord ceases to operate any Landlord Roof Installation and Tenant desires to install a Tenant Roof Installation in the area where
such non-operational Landlord Roof Installation is located, Tenant may deliver to Landlord a notice so stating ("Roof Installation Notice").
Unless Landlord intends to resume operation of such Landlord Roof Installation within ninety (90) days of the date of the Roof Installation Notice, Landlord shall promptly remove such Landlord
Roof Installation at Landlord's cost and expense. The removal of any Landlord Roof Installation pursuant to this Section 32.8 shall not prohibit Landlord from installing any future Landlord
Roof Installations or reduce the aggregate amount of Roof Areas allocated to Landlord pursuant to Section 32.5.

ARTICLE 33

RIGHT OF FIRST OFFER

Section 33.1.    Landlord
agrees that it shall not lease the portion of the Landlord Space located on the 11th floor of the South Building and/or the second
(2nd) floor of the Tower (collectively or individually, the"Offer Space") or any portion thereof unless it has first complied with the
terms of Section 33.2 and 33.3. Possession or occupancy of any portion of the Offer Space by one or more of Landlord's Affiliates and/or Landlord's Successor (whether or not pursuant to a
written agreement) shall not be deemed or construed to be a lease of the Offer Space hereunder and Landlord shall be permitted to allow, without having to comply with the provisions of Sections 33.2
through 33.4 hereof, Landlord's Affiliates and/or Landlord's Successor to occupy the Offer Space. Notwithstanding the foregoing, in the case of possession or occupancy

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of
any portion of the Offer Space by Landlord's Affiliates, any subsequent transaction whereby such occupant shall cease to be an Affiliate shall be subject to the provisions of clauses
(a) and (b) of Section 33.3 hereof, but shall not be subject to the provisions of Section 33.2 hereof (provided that such subsequent transaction shall be done for a good
business purpose and not primarily for the purpose of circumventing compliance with Section 33.2). The Landlord originally named herein (i.e., Metropolitan Life Insurance Company) and any
Landlord's Successor shall be permitted to allow, subject to the terms and conditions of this Lease (but without having to comply with the provisions of Sections 33.1, 33.2 and 33.4 hereof),
Landlord's Business Associates as hereinafter defined, to occupy portions of the Offer Space on a temporary basis from time to time (it being agreed that the term "temporary" as used in this
Section 33.1 shall mean the duration of the ongoing business or professional relationship), provided that the space occupied by Landlord's Business Associates shall not be separately demised
from the Landlord Space."Landlord's Business Associates"shall mean professional and business entities with whom the named Landlord shall have an
on-going professional or business relationship. Any tenant of the Landlord originally named herein shall also be permitted to allow its Business Associates to occupy up to fifteen (15%)
percent of its leased space, from time to time on a temporary basis provided that the space occupied by such Business Associates shall not be separately demised from such tenant's demised space.

Section 33.2.    (a) Prior
to Landlord's leasing or sub-subleasing the Offer Space or any portion thereof, Landlord must first present Tenant with a
written offer ("Landlord's Offer Notice") to sublease such space to Tenant for occupancy by Tenant or Tenant's Affiliates, as additional space to be
included within the Demised Premises. Landlord's Offer Notice shall set forth: (i) the area proposed to be leased, and (ii) the term of the proposed lease (the
"Proposed Lease Term") and the date the area to be leased is intended to be vacated by Landlord, which date shall not be less than sixty
(60) days after the date Tenant receives Landlord's Offer Notice. Tenant shall have a period of sixty (60) days after its receipt of said Landlord's Offer Notice within which to accept
or reject the offer. If Tenant shall fail to respond to Landlord's Offer Notice within such sixty (60) day period, then Landlord shall have the right to give to Tenant a second notice (a
"Second Landlord's Offer Notice"), and if Tenant shall fail to respond to such Second Landlord's Offer Notice within ten (10) Business Days after
Tenant's receipt thereof, then Tenant shall be deemed to have rejected such offer, provided and on condition that the Second Landlord's Offer Notice shall state in bold uppercase letters on the first
page thereof:"TENANT SHALL BE DEEMED TO HAVE REJECTED THE RIGHT OF FIRST OFFER DESCRIBED IN THIS NOTICE IF TENANT FAILS TO RESPOND WITHIN TEN (10) BUSINESS DAYS AFTER
THIS NOTICE SHALL HAVE BEEN GIVEN TO TENANT."If Tenant shall accept such offer, Landlord and Tenant shall execute and deliver an amendment to this Lease to add such portion of
the Offer Space within the Demised Premises, which amendment shall provide that the term of such lease shall commence on the later of the following dates (the "Proposed
Commencement Date"): (x) the date specified in Landlord's Offer Notice and (y) the date which is sixty (60) days after the date of delivery of Landlord's
Offer Notice to Tenant, and shall be for the term specified in Landlord's Offer Notice and for the rents and on the terms and conditions set forth in Sections 33.2(b) or 33.2(c) hereof. In the event
Tenant does not acquire all of the space on a floor, Tenant (at Landlord's sole cost and expense) will do all the work necessary to physically separate the portion of the Offer Space on such floor (so
added to the Demised Premises under this Lease) from the portion of the floor so retained by Landlord, which work shall include, without limitation, the erection of a demising wall between the portion

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of
the Offer Space so surrendered to Tenant and the balance of the Offer Space on such floor retained by Landlord. In addition, in the event the portion of the Offer Space so surrendered to Tenant
does not have direct access to a public corridor in the Building or to an elevator bank serving such surrendered portion, Landlord, shall, and will at all times, provide and permit reasonably
appropriate means of ingress to and egress from and access across and through the balance of the Offer Space retained by Landlord, provide and permit appropriate use of the elevators serving such
surrendered portion, including access across lobby and corridor areas.



Section 33.3.    (a) Notwithstanding
anything to the contrary in the foregoing, if Tenant shall reject (or shall be deemed to reject) the offer set forth in
Section 33.2(a) hereof to add the Offer Space or any portion thereof to the Demised Premises under this Lease and Landlord shall thereafter lease the Offer Space (or any portion thereof) and
the rent payable under such sublease exceeds the Assumed Rent for such space on a prorated basis (determined on a per square foot basis), Landlord shall pay to Tenant fifty (50%) percent of the
Landlord Profit, as such term is hereinafter defined. Landlord shall deliver to Tenant a duplicate original of the lease no later than ten (10) Business Days after the effective date thereof.
Payments of Landlord Profit hereunder by Landlord to Tenant shall not be deemed to be part of "Total Income" of Tenant

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allocable
to such Offer Space for purposes of calculating "Profit" pursuant to Section 14.4 of this Lease,



Section 33.4.    Anything
to the contrary contained herein notwithstanding, if there is a dispute between Tenant and Landlord as to the right of Tenant to lease the
Offer Space,

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Tenant
and Landlord agree to diligently proceed in good faith to have such dispute resolved by arbitration in the City of New York in accordance with the rules of The American Arbitration Association
(or its successor) by an arbitrator selected by The American Arbitration Association (or its successor). Such arbitrator shall be an attorney with at least 10 years experience in Manhattan
office leasing for First-Class Office Buildings. The costs and expenses of arbitration shall be shared equally by Tenant and Landlord, but each party shall be responsible for its own costs and
expenses and the fees and expenses of its own witnesses and counsel. In rendering his decision, the arbitrator shall have no power to vary, modify or amend any provision of this Lease. A determination
made by arbitration pursuant to this paragraph shall be final and binding upon the parties. The arbitrator shall be required to furnish written arbitral findings to each of the parties hereto.

ARTICLE 34

SERVICES BY TENANT

Section 34.1.Services by Tenant.



Section 34.2.Cleaning.Landlord acknowledges that Landlord is responsible, at Landlord's expense, for
rubbish removal from the Landlord Space. Tenant shall provide an area in the loading dock for storage and pick-up of rubbish from the Landlord Space. Tenant shall provide cleaning services
with respect to the loading docks, sidewalks, plazas and entryways adjoining the Building (including snow removal), and the common areas of the Building not exclusively servicing the Landlord Space,
all in accordance with the standards of First-Class Office Buildings. Tenant shall not be required or obligated to provide any cleaning services to the Landlord Space or to any area that is
exclusively used for, or is exclusively available to, the Landlord Space; provided, however, that Landlord may request that Tenant provide such cleaning services to such space by written notice in
which event Tenant shall provide cleaning services to the Landlord Space and to any area that is exclusively used for, and is exclusively available to, the Landlord Space at Landlord's cost and
expense.

Section 34.3.    HVAC.



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Section 34.4.Elevators(a) Landlord shall, at all times during Business Hours of Business Days,
have direct access to and use of the Building freight elevators and the loading

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dock
area on a first come, first served, equitable basis (recognizing that the loading dock must be available for both parties during Business Hours). Freight elevator service and use of the
Building's loading dock shall also be provided to the Landlord Space on a reserved basis at all other times.



Section 34.5.    Subject
to the provisions of Article 36 hereof, Tenant reserves the right to stop services on the heating, ventilating and
air-conditioning, elevator, plumbing, fire safety, life protection and electrical systems and any other system serving the Building when necessary, in the reasonable judgment of Tenant,
for reason of accident or emergency or for repairs, alterations, replacements or improvements, provided that (except in case of accident or emergency), Tenant will give reasonable advance notice to
Landlord, if possible, of any such stoppage and, if ascertainable, its estimated duration, will reasonably cooperate with Landlord, if possible, in scheduling any such stoppage, and will proceed
diligently with the work necessary to resume such service as promptly as possible and in a manner so as to minimize interference with Landlord's use and enjoyment of the Landlord Space.

Section 34.6.    Tenant
will, through vertical plumbing risers in the Building, supply Landlord with (i) an adequate quantity of warm and cool water for
(a) lavatory, cleaning and drinking purposes, and (b) pantry purposes, provided that there is no more than one (1) pantry per floor of the Landlord Space consuming not more than
three (3) gallons per minute per pantry, and such pantry consists of no more than a sink, a unit for brewing and dispensing coffee and a refrigerator, and that the same are used for standard
pantry purposes in keeping with a First-Class Office Building and (ii) a quantity of water for Landlord's sprinklers in the Landlord Space which complies with Legal Requirements.

Section 34.7.    If
Landlord is permitted hereunder to and does have a separate area for the preparation or consumption of food in the Landlord Space, Landlord, at its
expense, shall he responsible to arrange for the removal from the Building of any refuse or rubbish from such

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area
and the cost of employing on a regular basis, a reputable exterminator to keep the Landlord Space free from vermin.

Section 34.8.    Tenant
shall maintain and provide electric lighting service, air-conditioning and heating, as appropriate, for all common areas of the
Building in the manner and to the extent appropriate for a First-Class Office Building.

Section 34.9.    Landlord
shall have the right, at Landlord's cost, to request that Tenant lock-out certain floors of the Landlord Space from being serviced
by the passenger and freight elevators and Tenant shall do so unless the same cannot be reasonably accomplished.

Section 34.10.    Subject
to Section 10.7, at all times Tenant shall provide and monitor a fire alarm system for the Building into which the smoke detectors, fire
alarms, strobes, speakers, pull-stations and other related equipment installed by Landlord and approved by Tenant within the Landlord Space required by code compliance will be connected.
Tenant's fire alarm
contractor shall connect Landlord's fire alarm devices and program the Building fire alarm system to accept the same (provided that the existing fire alarm system, as modified, is capable of handling
the same). Landlord shall pay all Expenses of such contractor's charges for that work.

Section 34.11.    Landlord
shall pay the Expenses to Tenant within thirty (30) days after Tenant's written demand therefor, for overtime or above standard
Building services which Tenant supplies to Landlord, at Landlord's request, if any, and for the other items noted in this Article 34 as a Landlord's Expense.

Section 34.12.    Tenant
will, through the Building's steam risers make steam available to the Landlord Space for humidification, air handling and kitchen use purposes.
Landlord may obtain such steam by tapping into the Building's steam risers, at Landlord's sole cost and expense, in locations to be reasonably designated by Tenant. Landlord shall pay for the cost of
the steam consumed by Landlord, as measured by submeter(s) to be installed by Landlord at its sole cost and expense, at the rate Tenant pays for such steam, together with Tenant's actual costs of
causing the submeter(s) to be read. Prior to Landlord's use of the Building's steam, Landlord shall install a submeter to measure the steam consumed by Landlord.

Section 34.13.    Landlord
may obtain gas for use in the Landlord Space directly from the public utility company servicing the Building, and will pay for the cost of
such service directly to such public utility company. Landlord shall tap into the Building's gas lines to obtain gas for the Landlord Space only in those locations reasonably designated by Tenant.

Section 34.14.    Upon
request by Landlord, Tenant will use reasonable efforts to provide to Landlord a reasonable amount of area in the Mechanical Space of the South
Building. Landlord shall be entitled to use Landlord's Proportionate Share of the Mechanical Space of the Tower for Landlord's equipment and machinery. Each party shall have a right of access to the
aforesaid mechanical spaces to install, service and maintain their respective equipment and machinery. Landlord's right of access shall be subject to such reasonable rules and regulations as Tenant
shall reasonably adopt, in writing, and provided Landlord is given reasonable notice thereof. Tenant's right of access shall be subject to such reasonable rules and regulations as

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Landlord
shall reasonably adopt, in writing, and provided Tenant is given reasonable notice thereof.

Section 34.15.    Tenant
shall reserve, for Landlord's sole and exclusive use, one (1) parking space in the loading dock area. Use of the parking space shall be a
personal right of MetLife which may not be transferred to any other assignee of MetLife and shall continue only so long as MetLife is an occupant of the Building.

Section 34.16.    The
shaftways in the Tower and the South Building shall be reasonably apportioned between Tenant and Landlord.

Section 34.17.    (a) For
so long as Tenant is providing the Services, Landlord, and those claiming by, through or under Landlord (other than Tenant Parties),
and the servants, employees and agents of each of the foregoing, shall observe faithfully and comply with the Rules and Regulations set forth in Schedule Rattached hereto and made part hereof and
such reasonable changes thereto (whether by modification, elimination or addition) as Tenant
at any time or times hereafter may make and communicate to Landlord, which, in Tenant's reasonable judgment, shall be necessary for the reputation, safety, care and appearance of the Building, or the
preservation of good order therein, or the operation or maintenance of the Building, and which do not unreasonably affect the conduct in the Landlord Space of the business of Landlord or Landlord's
Affiliates; provided that (i) Tenant gives Landlord prior written notice of such changes and (ii) such new rules and regulations or changes in existing rules and regulations do not
require expenditures by Landlord by more than a non-material amount and do not require expenditures for alterations other than in non-material amounts, not contemplated by the
terms of this Lease (such rules and regulations as changed from time to time being herein called"Rules and Regulations"). In case of any conflict or
inconsistency between the provisions of this Lease and any of the Rules and Regulations, the provisions of this Lease shall control.



Section 34.18.    (a) Tenant
shall be responsible for security at the Park Avenue South, Madison Avenue and mid-block 24th Street entrances to the
South Building. Landlord shall be responsible for security at the Madison Ave/24th Street Tower entrance and security to the Tower lobby. For so long as Landlord continues to use the access point
between the South Building and the Tower (or is required by any applicable Legal Requirement to keep such access point open), Landlord shall be responsible for security at such access point.
Notwithstanding the foregoing, in the event that all of the Landlord Space located in the Tower is vacant, Landlord shall have the right to request that Tenant provide security for the Madison
Ave/24th Street Tower entrance, the Tower lobby and the access point between the South Building and the Tower and Landlord shall pay Tenant's Expenses for providing such security.

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Section 34.19.    Landlord
hereby acknowledges that the Services provided by Tenant prior to the date of execution of this Lease have been provided in accordance with
the standards that are customarily followed in the operation and maintenance of a First-Class Office Building.

ARTICLE 35

OPERATING EXPENSES

Section 35.1.    For
the purposes of this Article 35:



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Section 35.2.    Landlord
shall pay to Tenant Landlord's Lobby Share (as defined below) of the reasonable costs and expenses incurred by Tenant in connection with
repairing, maintaining and operating and providing cleaning and janitorial services to, and security for, the South Building lobby. "Landlord's Lobby
Share" shall mean (i) for so long as Landlord is using the services described in the Shared Services Agreement, an amount equal to Landlord's Proportionate Share of the
reasonable costs and expenses incurred by Tenant in connection with providing cleaning and janitorial services to, and security for, the South Building lobby, and (ii) in the event that
Landlord is no longer using any of the services described in the Shared Services Agreement, an amount equal to the product of (A) the reasonable costs and expenses incurred by Tenant in
connection with providing cleaning and janitorial services to, and security for, the South Building lobby, multiplied by (B) a fraction, the numerator of which is the leaseable square footage
of the portion of the Landlord Space in the South Building and the denominator of which is the aggregate leaseable square footage in the South Building.

Section 35.3.    For
each Operating Year, Landlord shall pay to Tenant an amount (herein called the "Operating Payment")
equal to the sum of Landlord's Lobby Share plus Landlord's Proportionate Share (or Landlord's Amenities Proportionate Share, if applicable) of the Operating Expenses for such Operating Year,

Section 35.4.    Tenant
shall furnish to Landlord, prior to the commencement of each Operating Year, a written statement setting forth in reasonable detail Tenant's
reasonable estimate of the Operating Payment for such Operating Year, based upon the method set forth in Section 35.3 for computing the Operating Payment. Commencing on the Effective Date,
Landlord shall pay to Tenant on the first day of each month during such Operating Year an amount equal to one-twelfth (l/12th) of Tenant's reasonable estimate of the Operating Payment for
such Operating Year (or the amount necessary to pay the estimate in full in equal monthly installments prior to the expiration of the then Operating Year). If, however, Tenant shall furnish any such
estimate for an Operating Year subsequent to the thirtieth (30th) day prior to the commencement thereof, then (a) until the first day of the month following the month in which such estimate is
furnished to Landlord, Landlord shall pay to Tenant on the first day of each month an amount equal to the monthly sum payable by Landlord to Tenant under this Section 35.4 in respect of the
last month of the preceding Operating Year; (b) promptly after such estimate is furnished to Landlord, Tenant shall give notice to Landlord stating whether the installments of the Operating
Payment previously made for the Operating Year were greater or less than the installments of the Operating Payment to be made for such Operating Year in accordance with such estimate, and
(i) if there shall be a deficiency, Landlord shall pay the amount thereof within thirty (30) days after demand therefor, and (ii) if there shall have been an overpayment, Tenant
shall, within thirty (30) days of providing Landlord with such estimate, at Landlord's election either refund to Landlord the amount thereof or permit Landlord to credit the amount thereof
against the monthly installments of the Operating Payment payable hereunder; and (c) on the first day of the month commencing at least thirty (30) days subsequent to date on which such
estimate is furnished to Landlord, and monthly thereafter throughout the remainder of such Operating Year, Landlord shall pay to Tenant an amount equal to one-twelfth (l/12th) of the
Operating Payment shown on such estimate. Tenant may, not more than twice during each Operating Year, furnish to Landlord a revised statement of Tenant's estimate of the Operating Payment for such
Operating Year, based upon the method set forth in Section 8.03 for computing the Operating Payment; and in such case, the Operating Payment for such Operating Year shall be

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adjusted
and paid or refunded, as the case may be, substantially in the same manner as provided in the preceding sentence.

Section 35.5.    Within
one hundred twenty (120) days after the end of each Operating Year, Tenant shall furnish to Landlord an Operating Statement for such
Operating Year, based on the method set forth in Section 35.3 for computing the Operating Payment and certified by a reputable independent certified public accountant selected by Tenant, and
reasonably approved by Landlord setting forth in reasonable detail the actual Operating Expenses incurred by Tenant during such Operating Year. If the Operating Statement shall show that the sums paid
by Landlord under Section 35.4 exceeded the Operating
Payment to be paid by Landlord for such Operating Year, Tenant shall promptly at Landlord's election either refund to Landlord the amount of such excess or permit Landlord to credit the amount of such
excess against subsequent payments of the monthly installments of the Operating Payment payable hereunder and if the Operating Statement for such Operating Year shall show that the sums so paid by
Landlord were less than the Operating Payment to be paid by Landlord for such Operating Year, Landlord shall pay the amount of such deficiency within thirty (30) days after demand therefor. If
the Operating Statements shall show that the estimated sums theretofore estimated by Tenant and paid by Landlord for such operating Year exceeded the Operating Payment for such Operating Year by more
than ten (10%) percent, Tenant shall pay to Landlord interest on the excess over ten (10%) percent at the Interest Rate from the end of the applicable Operating Year to which the overpayment relates
to the date such overpayment is refunded or credited.

Section 35.6.    Each
Operating Statement given by Tenant pursuant to Section 35.5 shall be conclusive and binding upon Landlord (i) unless within three
(3) months after the receipt of the Operating Statement for the succeeding Operating Year, Landlord shall notify Tenant that it disputes the correctness of the Operating Statement specifying
the particular respects in which the Operating Statement is claimed to be incorrect, and (ii) if such disputes shall not have been settled by agreement within three (3) months after such
notice of dispute, either party may submit the dispute to arbitration in accordance with the provisions of Article 21. Pending the determination of such dispute by agreement or arbitration as
aforesaid, Landlord shall within thirty (30) days after the receipt of such Operating Statement pay installments of the Operating Payment in accordance with Tenant's statement, without
prejudice to Landlord's position. If the dispute shall be determined in Landlord's favor, Tenant shall forthwith pay to Landlord the amount of Landlord's overpayment resulting from compliance with
Tenant's Operating Statement and interest, if applicable, in accordance with Section 35.5 hereof.

Section 35.7.    If
an Operating Year commences before the Effective Date or ends after the expiration or termination of this Lease, the amounts payable under this
Article shall be appropriately prorated.

Section 35.8.    The
failure of Tenant to render an Operating Statement for any Operating Year shall not prejudice Tenant's right, or relieve Tenant of the obligation,
to thereafter render such Operating Statement or relieve or release Landlord from any obligation to pay Landlord's Proportionate Share (or Landlord's Amenities Proportionate Share, if applicable) of
Operating Expenses for any Operating Year, but, if Tenant shall fail to render an Operating Statement for any year by June 30 of the succeeding calendar year, Landlord may cease to pay,

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until
such Operating Statement is rendered, estimated installments of Landlord's Operating Payment. Further, Tenant shall be precluded from adjusting any Operating Statement to increase the costs
included within Landlord's Proportionate Share (or Landlord's Amenities Proportionate Share, if applicable) of Operating Expenses subsequent to the date (the
"Cut-Off Date") that is thirty-six (36) months subsequent to the expiration of the Operating Year to which the applicable
Operating Statement relates, but nothing shall preclude or prevent Tenant from furnishing Landlord with corrections or adjustments to any Operating Statement for any applicable Operating Year prior to
the applicable Cut-Off Date.

Section 35.9.    Landlord,
upon reasonable notice, may (but only with its authorized employees or with a firm of reputable independent certified public accountants
selected by Landlord) elect to examine such of Tenant's books and records with respect to the applicable Operating Statement (collectively, "Records")
as are directly relevant to any disputed amount included in the Operating Statement in question. In making such examination, Landlord shall, and shall cause its officers, employees and accountants to,
keep confidential any and all information contained in the Records.

Section 35.10.    (a) During
any period of time that Landlord is using the Cafeteria, Landlord shall also pay to Tenant an amount ("Tax
Payment") equal to the excess, if any, of (a) Landlord's Amenities Proportionate Share of Impositions for the relevant Tax Year over (ii) Landlord's Proportionate
Share of Impositions for such Tax Year,



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Section 35.11.    The
provisions of this Article 35 shall survive the termination of this Lease as to all amounts due Tenant or Landlord accruing on or before the
date of such termination, including all disputed items as well as the payments due for the last Operating Year, or portion thereof, falling within the Term. Within one hundred fifty (150) days
following such termination, Tenant shall render to Landlord a preliminary uncertified Operating Statement, and Tenant and Landlord shall, subject to year-end adjustments, preliminarily
adjust the amount due Tenant or Landlord, as the case may be, for such last year or portion thereof and the party owing any portion of the same to the other shall promptly pay the same. Tenant shall
issue a final Operating Statement for such last year or portion thereof on or before April 30 of the succeeding calendar year, and all amounts due Tenant or Landlord based thereon shall be
adjusted between the parties.

Section 35.12.    Landlord
acknowledges that prior to the date hereof Tenant has not operated the Building at a higher standard than that being provided to Tenant on
February 22, 2001 pursuant to that certain Agreement of Lease dated September 10, 1997 between Landlord, as landlord, and Credit Suisse First Boston Corporation, as tenant, for the
13th floor at 11 Madison Avenue, New York, New York.

ARTICLE 36

TENANT'S INABILITY TO PROVIDE SERVICES

Section 36.1.    If
by reason of an Unavoidable Delay, Tenant shall be unable to fulfill its obligations under Articles 34 or 37 during the Term, this Lease and any
obligation hereunder, including the obligation to make any monetary payment, shall in no wise be affected, impaired or excused (except as provided in Section 36.2 below); provided however, that
as soon as Tenant shall learn of the happening of any of the foregoing conditions, Tenant shall promptly notify Landlord of such event and, if ascertainable, its estimated duration and will proceed
promptly and diligently with the fulfillment of its obligations as soon as reasonably possible.

Section 36.2.    The
foregoing provisions of this Section 36.1 notwithstanding, if for any reason whatsoever, Tenant shall fail to provide any service required to
be provided by Tenant to the Landlord Space under this Lease or if Tenant shall fail to perform any repair and maintenance and if, as a result of Tenant's failure to provide all or any of said
services, the Landlord Space is rendered Wholly Untenantable or Partially Untenantable (as such terms are

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hereinafter
defined) for more than five (5) consecutive Business Days after written notice of the existence of which condition has been given by Landlord to Tenant or any six
(6) Business Days in a ten (10) day period, Landlord, as its sole right and remedy, shall be entitled to an abatement of Operating Payments, Tax Payments and Electricity Submeter Charges
(on a per square foot basis) for each day after said five (5) day period or the seventh (7th) day in any ten (10) day period until the Landlord Space or the applicable portion thereof
cease to be Wholly Untenantable or Partially Untenantable, as the case may be. For the purposes of this Article 36 "Wholly Untenantable" shall
mean that Landlord Parties, due to the cessation of one or more of the services required to be provided by Tenant are actually unable to use the entire Landlord Space in the normal course of business
and that Landlord Parties, due to the cessation of such services required to be provided by Tenant hereunder, completely cease to occupy the same for the conduct of its business, and
"Partially Untenantable" shall mean that any of the Landlord Parties, due to the cessation of one or more of the services required to be provided by
Tenant hereunder, is actually unable to use a portion of the Landlord Space in the normal course of its business and such Landlord Party, due to the cessation of such services, ceases to occupy the
same for the conduct of its business.

ARTICLE 37

ELECTRIC

Section 37.1.    Submetered
Electricity for Landlord Space.



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Section 37.2.Use of Electricity.Subject to the provisions of this Article 37, Tenant shall
furnish a demand electric load to the electrical closets servicing the Landlord Space of six (6) watts per useable square foot in the Landlord Space (exclusive of base Building HVAC).
Landlord's use of electricity in the Landlord Space shall not at any time exceed the capacity of any of the electrical conductors, machinery and equipment in or otherwise servicing the Landlord Space.
All additional risers or other equipment required to supply Landlord's electrical requirements (in excess of the electrical load specified in this Section 37.2) shall be provided by Landlord.

Section 37.3.Interruption of Electric Service.Subject to the provisions of Section 36.2 hereof,
Tenant shall not be liable in any way to Landlord for any failure or defect in the supply or character of electricity, steam or other utilities furnished to the Landlord Space by reason of any
requirement, act or omission of the public utility serving the Building with electricity or steam or for any other reason unless that same shall be attributable to the negligence or willful misconduct
of Tenant or its agents, employees, contractors or representatives or anyone claiming under or through Tenant.

ARTICLE 38

ALTERATIONS AND INSTALLATIONS BY LANDLORD

Section 38.1.    (a) In
consideration of Tenant operating and maintaining the Building and providing the Services, Landlord agrees that Landlord shall not make
any Material Alteration (as defined below) without Tenant's prior written consent, which consent by Tenant shall not be unreasonably withheld, conditioned or delayed. Landlord further agrees that
Landlord shall not make, without Tenant's consent, any Alterations to the portion of the South Building lobby within the Landlord Space. If Landlord disputes the reasonableness of Tenant's withholding
of consent to any Material Alteration or to the Landlord's Plans therefor, such dispute will be resolved by arbitration in accordance with Article 21 and the determination of the arbitrators
shall be final and conclusive upon the parties hereto. Except as may otherwise be expressly provided in this Article 38, Landlord has the right to make any alterations, installations, additions
or improvements (collectively, the "Landlord Alterations") in or to the Landlord Space without Tenant's prior written consent. Landlord Alterations
which may unreasonably

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interfere
with the use and enjoyment by other occupants of the Building of such occupant's space (such as, for example, core drilling) shall be done at times other than during Business Hours.



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Section 38.2.    (a) All
Landlord Alterations shall at all times comply with all Legal Requirements, Insurance Requirements and Permitted Encumbrances. Landlord,
at its expense, shall (i) obtain all necessary municipal and other governmental permits, licenses, authorizations, approvals and certificates for the commencement and prosecution of such
Landlord Alterations and for final approval thereof upon completion, (ii) obtain all insurance certificates with respect to insurance, if any, which Landlord is required to carry during
performance of work leading to, and through, the completion of the Landlord Alterations and (iii) deliver three (3) copies of such insurance certificates to Tenant prior to commencing
the construction of the Landlord Alterations in question. If Landlord's execution alone would not be sufficient to obtain the following, Tenant shall promptly execute and deliver (or cause to be
executed and delivered), all factually correct and lawful applications and consents required by Legal
Requirements and/or Insurance Requirements to be filed in order to enable Landlord to obtain the permits, authorizations, licenses, approvals and certificates referred to in clause (i) of this
paragraph (a) of Section 38.2, and will otherwise reasonably cooperate, with Landlord and take actions reasonably requested by Landlord in order to obtain the same, provided Tenant
thereby incurs no expense which is not reimbursed by Landlord and no liability related to the Landlord Alterations proposed by Landlord or the documents requested by Landlord to be executed by Tenant,
unless in each event Landlord has agreed to indemnify Tenant in respect thereof to Tenant's reasonable satisfaction.



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Section 38.3.    Landlord
acknowledges that it understands that since Tenant is operating and maintaining the Building and providing the Services, Tenant shall have the
right to adopt and thereafter modify, from time to time, reasonable general guidelines for the Building covering construction, maintenance, repair or other work. Landlord agrees that all repairs,
renovations, alterations, installations, additions and Landlord Alterations and other activities within the scope of the general guidelines for the Building (including, without limitation, fire
protection, life safety, plumbing, HVAC, mechanical, electrical and communications systems) effected by or on behalf of Landlord in the Landlord Space shall be conducted in accordance with and
pursuant to the aforesaid guidelines (as same may be reasonably amended by Tenant from time to time), as well as any applicable governmental requirements and regulations. Landlord agrees that it is
its responsibility to ensure that Landlord and those working for Landlord comply with the aforesaid guidelines as well as any other applicable governmental requirements and regulations. Tenant shall
(a) not enforce against Landlord any of the general guidelines which Tenant is not then enforcing against all the other occupants of the Building and observing itself; (b) not
unreasonably withhold or delay its consent from Landlord for any approval required under the general guidelines; and (c) exercise its judgment in good faith in any instance providing for the
exercise of its judgment in the general guidelines. In the case of any conflict or inconsistency between the provisions of this Lease and any of the general guidelines, the provisions of this Lease
shall control. If Landlord disputes the reasonableness of any additional rule or regulation hereafter adopted by Tenant, the dispute shall be determined by arbitration in accordance with
Article 21 and, to the extent and for the duration that Landlord disputes the same, Landlord shall

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not
be deemed to be in default under this Lease as a result of a failure to comply with the same, unless the failure to comply with the same shall result in a violation of Legal Requirements,
Insurance Requirements, or any mortgage or ground lease to which this Lease is subordinate. Any such determination shall be final and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional rule or regulation upon Landlord's part shall be deemed waived unless the same shall be asserted by service of a notice upon Tenant within thirty (30) days
after receipt by Landlord of notice of the adoption of any such additional rule or regulation.

ARTICLE 39

LANDLORD'S FAILURE TO COMPLY

Section 39.1.    If
Landlord shall fail to make any payment due to Tenant pursuant to Articles 34 through 38 when due for a period of five (5) days after such
payment shall have become due, Landlord shall pay interest thereon at a rate equal to the Interest Rate from the date when such payment shall have become due to the date of the payment thereof.

Section 39.2.    If
Landlord fails to pay any amount due to Tenant pursuant to Articles 34 through 38 on the due date and such failure continues for fifteen
(15) days after notice from Tenant to Landlord of the failure to pay the same ("Landlord Monetary Default") or if Landlord shall default in the
observance or performance of any other term, agreements, covenant, provision or condition of Articles 34 through 38 on Landlord's part to be observed or performed and if Landlord shall have failed to
comply with or remedy any such default within thirty (30) days after notice thereof from Tenant (or if the said default or omission complained of shall be of a nature that the same cannot be
completely cured or remedied within thirty (30) day period, and if Landlord shall not have diligently commenced curing such default within such thirty (30) day period, and if Landlord
shall not thereafter with reasonable diligence and in good faith proceed to remedy or cure such default) ("Landlord Non-Monetary Default")
or if there shall be any material default by Landlord under the Shared Services Agreement and if Landlord shall have failed to comply with or remedy any such default within sixty (60) days
after notice thereof from Tenant (or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said sixty (60) day period,
and if Landlord shall not have diligently commenced curing such default within such sixty (60) day period, and if Landlord shall not thereafter with reasonable diligence and in good faith
proceed to remedy or cure such default) ("Landlord Shared Services Default"), Tenant may, at its option, serve a second written notice
("Second Landlord Default Notice") upon Landlord, which such notice shall specifically refer to this Section 39.2 and shall state in bold,
uppercase type on the first page thereof:FAILURE TO CURE THE DEFAULT DESCRIBED HEREIN WITHIN TWO DAYS FROM THE DATE HEREOF IN THE CASE OF A MONETARY DEFAULT OR FIVE DAYS FROM
THE DATE HEREOF IN THE CASE OF A NON-MONETARY DEFAULT OR SHARED SERVICES DEFAULT SHALL RESULT IN A TERMINATION OF TENANT'S OBLIGATIONS TO PROVIDE THE SERVICES AND UTILITIES SET FORTH IN
ARTICLES 34 THROUGH 38 OF THE AMENDED AND RESTATED LEASE AT ONE MADISON AVENUE.

Section 39.3.    In
the event that Landlord fails to cure any Landlord Monetary Default within two (2) days from receipt of the Second Default Notice, any
Landlord Non-

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Monetary
Default within five (5) days from receipt of the Second Default Notice, and/or any Landlord Shared Services Default within five (5) days from receipt of the Second Default
Notice, Tenant may, at its option, serve a written five (5) days' notice upon Landlord, and upon the expiration of said five (5) days, Tenant shall have no further obligation to provide
any of the services and/or utilities set forth in Articles 34 through 38 hereof.

Section 39.4.    Tenant
acknowledges that Tenant shall not have the right to terminate this Lease upon the occurrence of a Landlord Monetary Default, a Landlord
Non-Monetary Default or a Landlord Shared Services Default. Tenant further acknowledges that, except as provided in Section 39.5, Tenant shall not have the right to offset any
amounts owed by Landlord to Tenant pursuant to the Shared Services Agreement or Articles 34 through 38 hereof against any Rent payable by Tenant.

Section 39.5.    In
the event Landlord fails to pay Tenant any amounts owed by Landlord to Tenant pursuant to Articles 4 and 5 of the Shared Services Agreement or
Articles 34 through 38 hereof within such sixty (60) days after the date when due, Tenant shall be entitled to offset such amounts owed against the next installment(s) of Rent due hereunder,
provided, however, that if Landlord shall have delivered to Tenant a notice disputing any of such amounts within such sixty (60) day period, Tenant shall not have the right to offset with
respect to such disputed amounts.

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IN
WITNESS WHEREOF, the parties hereto have duly executed this instrument.

| |  | METROPOLITAN LIFE INSURANCE COMPANY,Landlord 
| |  | ---------------------------------------------
| |  | By:                                          
| |  | CREDIT SUISSE FIRST BOSTON (USA), INC.,Tenant
| |  | By:                                          

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