Exhibit 10.15

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LEASE BETWEEN

CREDIT SUISSE FIRST BOSTON (USA), INC.

AND

STANDARD CHARTERED BANK
AS OF MARCH 14, 2002

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|      |  | CREDIT SUISSE FIRST BOSTON (USA), INC. |  | 
|----- |  | -------------------------------------- |  | 
|      |  | Landlord                               |  | 
|      |  | TO                                     |  | 
|      |  | STANDARD CHARTERED BANK                |  | 
|      |  | Tenant                                 |  | 
|Lease
|      |  | Dated as of March 14, 2002             |  | 

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Table of Contents

|                                                    |                                                        | Page
|--------------------------------------------------- | ------------------------------------------------------ | ----
|ARTICLE 1
DEFINITIONS                              
|ARTICLE 2
PREMISES; TERM; USE                      
|                                                    | Section 2.01. Demise                                   |     
|                                                    | Section 2.02. Term                                     |     
|                                                    | Section 2.03. Possession Date                          |     
|                                                    | Section 2.04. Intentionally Omitted                    |     
|                                                    | Section 2.06. Use                                      |     
|ARTICLE 3
RENT                                     
|                                                    | Section 3.01. Rent                                     |     
|                                                    | Section 3.02. Fixed Rent                               |     
|                                                    | Section 3.03. Additional Charges                       |     
|                                                    | Section 3.04. Tax Payments                             |     
|                                                    | Section 3.05. Tenant Tax Incentives                    |     
|                                                    | Section 3.06. Tax Provisions                           |     
|                                                    | Section 3.07. Electric Charges                         |     
|                                                    | Section 3.08. Manner of Payment                        |     
|                                                    | Section 3.09. Operating Expenses                       |     
|ARTICLE 4
LANDLORD SERVICES                        
|                                                    | Section 4.01. Landlord Services                        |     
|                                                    | Section 4.02. Auditorium and Cafeteria                 |     
|                                                    | Section 4.03. Cable Television Connection              |     
|                                                    | Section 4.04. Security                                 |     
|ARTICLE 5
LEASEHOLD IMPROVEMENTS; TENANT CONVENANTS
|                                                    | Section 5.01. Initial Improvements                     |     
|                                                    | Section 5.02. Alterations Generally                    |     
|                                                    | Section 5.03. Landlord's and Tenant's Property         |     
|                                                    | Section 5.04. Access and Changes to Building           |     
|                                                    | Section 5.05. Repairs                                  |     
|                                                    | Section 5.06. Compliance with Laws/Compliance Language |     
|                                                    | Section 5.07. Tenant Advertising                       |     
|                                                    | Section 5.08. Right to Perform Tenant Convenants       |     
|ARTICLE 6
ASSIGNMENTS AND SUBLETTING               
|                                                    | Section 6.01. Assignment; Etc                          |     
|                                                    | Section 6.02. Landlord's Option Right                  |     
|                                                    | Section 6.03. Assignment and Subletting Procedures     |     
|                                                    | Section 6.04. General Provisions                       |     

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|                                            | Section 6.05. Assignment and Sublease Profits          |  | 38
|------------------------------------------- | ------------------------------------------------------ |  | --
|                                            | Section 6.06. Assignor Cure Rights                     |  | 38
|                                            | Section 6.07. Landlord Non-Disturbance                 |  | 39
|ARTICLE 7
SUBORDINATION; DEFAULT; INDEMNITY
|                                            | Section 7.01. Subordination                            |  | 39
|                                            | Section 7.02. Estoppel Certificate                     |  | 41
|                                            | Section 7.03. Default                                  |  | 41
|                                            | Section 7.04. Re-entry by Landlord                     |  | 41
|                                            | Section 7.05. Damages                                  |  | 42
|                                            | Section 7.06. Other Remedies                           |  | 42
|                                            | Section 7.07. Right to Injunction                      |  | 42
|                                            | Section 7.08. Certain Waivers; Waiver of Trial by Jury |  | 43
|                                            | Section 7.09. No Waiver                                |  | 43
|                                            | Section 7.10. Holding Over                             |  | 43
|                                            | Section 7.11. Attorneys' Fees                          |  | 43
|                                            | Section 7.12. Nonliability and Indemnification         |  | 44
|                                            | Section 7.13. Protest of Landlord Charges              |  | 44
|ARTICLE 8
INSURANCE; CASUALTY; CONDEMNATION
|                                            | Section 8.01. Compliance with Insurance Standards      |  | 45
|                                            | Section 8.02. Tenant's Insurance                       |  | 45
|                                            | Section 8.03. Subrogation Waiver                       |  | 46
|                                            | Section 8.04. Condemnation                             |  | 47
|                                            | Section 8.05. Casualty                                 |  | 48
|ARTICLE 9
MISCELLANEOUS PROVISIONS         
|                                            | Section 9.01. Notice                                   |  | 50
|                                            | Section 9.02. Building Rules                           |  | 50
|                                            | Section 9.03. Severability                             |  | 50
|                                            | Section 9.04. Certain Definitions                      |  | 50
|                                            | Section 9.05. Quiet Enjoyment                          |  | 51
|                                            | Section 9.06. Limitation of Liability                  |  | 51
|                                            | Section 9.07. Counterclaims                            |  | 51
|                                            | Section 9.08. Survival                                 |  | 51
|                                            | Section 9.09. Certain Remedies                         |  | 51
|                                            | Section 9.10. No Offer                                 |  | 51
|                                            | Section 9.11. Captions; Construction                   |  | 52
|                                            | Section 9.12. Amendments                               |  | 52
|                                            | Section 9.13. Broker                                   |  | 52
|                                            | Section 9.14. Merger                                   |  | 52
|                                            | Section 9.15. Successors                               |  | 52
|                                            | Section 9.16. Applicable Law; Consent to Jurisdiction  |  | 52
|                                            | Section 9.17. No Development Rights                    |  | 52
|                                            | Section 9.18. Surrender                                |  | 53
|                                            | Section 9.19. Arbitration                              |  | 53
|                                            | Section 9.20. Tenant Roster Identification             |  | 53

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|                                          | Section 9.21. Attorneys' Fees                               |  | 54
|----------------------------------------- | ----------------------------------------------------------- |  | --
|                                          | Section 9.22. Counterparts                                  |  | 54
|                                          | Section 9.23. Invoices                                      |  | 54
|ARTICLE 10
SUBLEASE PROVISIONS           
|                                          | Section 10.01. Sublease Provisions                          |  | 54
|ARTICLE 11
REPRESENTATIONS AND WARRANTIES
|                                          | Section 11.01. Landlord's Representations and Warranties    |  | 57
|                                          | Section 11.02. Tenant's Representations and Warranties      |  | 57
|ARTICLE 12
ROOF SPACE AND BASEMENT SPACE 
|                                          | Section 12.01. Roof Space; Nature and Location of Equipment |  | 58
|                                          | Section 12.02. Roof Space General Provisions                |  | 59
|                                          | Section 12.03. Relocation of Supplemental Equipment         |  | 60
|                                          | Section 12.04. Basement Space                               |  | 61

|EXHIBITS
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INDEX OF DEFINED TERMS

|Definition                        |  | Where Defined
|--------------------------------- |  | -------------
|5% Fee                            |  | Section 3.07 
|AAA Rules                         |  | Section 9.19 
|Action                            |  | Section 7.11 
|Additional Charges                |  | Section 3.03 
|Additional Rent for Electricity   |  | Section 3.07 
|Affiliate                         |  | Section 6.01 
|Alteration Plans                  |  | Section 5.02 
|Arbitrator                        |  | Section 9.19 
|Auditorium                        |  | Section 1    
|Assignment Consideration          |  | Section 6.05 
|Base Operating Year               |  | Section 3.09 
|Base Rate                         |  | Section 3.08 
|Base Tax Amount                   |  | Section 3.04 
|Bid Taxes                         |  | Section 3.04 
|Broker                            |  | Section 9.13 
|Building                          |  | Recitals     
|Building Rate                     |  | Section 4.01 
|Business Days                     |  | Section 4.01 
|Business Hours                    |  | Section 4.01 
|Cafeteria                         |  | Section 1    
|Casualty                          |  | Section 8.05 
|Commencement Date                 |  | Section 2.02 
|Contactor(s)                      |  | Section 5.01 
|Control                           |  | Section 6.01 
|Cost Savings                      |  | Section 3.09 
|Curing Party                      |  | Section 5.08 
|Cut-Off Date                      |  | Section 3.09 
|Delivery Condition                |  | Section 1    
|Electing Party                    |  | Section 9.19 
|Electric Capacity                 |  | Section 3.07 
|Expiration Date                   |  | Section 2.02 
|Fixed Rent                        |  | Section 3.02 
|Fixtures                          |  | Section 5.03 
|Force Majeure                     |  | Section 4.01 
|Hazardous Materials               |  | Section 5.06 
|HLW Report                        |  | Section 1    
|HVAC                              |  | Section 4.01 
|Improvements and Betterments      |  | Section 5.03 
|Indemnified Party                 |  | Section 7.12 
|Interest Rate                     |  | Section 5.08 
|Land                              |  | Recitals     
|Landlord                          |  | Introduction 
|Landlord Lease Termination Date   |  | Section 2.04 
|Landlord Lease Termination Notice |  | Section 2.04 
|Landlord Services                 |  | Section 4.01 
|Laws                              |  | Section 5.06 
|Lease                             |  | Introduction 
|Lease Procurement Costs           |  | Section 2.04 

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|Material Alteration                        |  | Section 5.02
|------------------------------------------ |  | ------------
|Minor Alterations                          |  | Section 5.02
|New Tenant                                 |  | Section 7.10
|Non-Retail Space                           |  | Section 2.05
|Operating Expenses                         |  | Section 3.09
|Operating Payment                          |  | Section 3.09
|Operating Statement                        |  | Section 3.09
|Operating Year                             |  | Section 3.09
|Optional Location                          |  | Section 2.01
|Other Sublease Consideration               |  | Section 6.05
|Overlandlord                               |  | Section 1   
|Overlease                                  |  | Section 1   
|Overtime Periods                           |  | Section 4.01
|PASNY                                      |  | Section 3.07
|Possession Date                            |  | Section 2.03
|Premises                                   |  | Section 2.01
|Project                                    |  | Recitals    
|Recapture Space                            |  | Section 6.02
|Rent                                       |  | Section 3.01
|Repair Estimate Notice                     |  | Section 8.05
|Required Substantial Completion Date       |  | Section 8.05
|Rules and Regulations                      |  | Section 4.01
|South Building                             |  | Section 1   
|Standard                                   |  | Section 5.05
|Subsequent Landlord Lease Termination Date |  | Section 2.04
|Subsequent Notice                          |  | Section 2.04
|Successor Entity                           |  | Section 6.01
|Successor Landlord                         |  | Section 7.01
|Superior Lease                             |  | Section 7.01
|Superior Lessor                            |  | Section 7.01
|Superior Mortgage                          |  | Section 7.01
|Superior Mortgagee                         |  | Section 7.01
|Tax Payment                                |  | Section 3.04
|Tax Year                                   |  | Section 3.04
|Taxes                                      |  | Section 3.04
|Tenant                                     |  | Introduction
|Tenant Assignor                            |  | Section 6.06
|Tenant Assignee                            |  | Section 6.06
|Tenant Casualty Repair Obligations         |  | Section 8.05
|Tenant Lease Termination Date              |  | Section 2.04
|Tenant Termination Notice                  |  | Section 2.04
|Tenant's Basic Cost                        |  | Section 6.05
|Tenant's Initial Improvements              |  | Section 5.01
|Tenant's Offer Notice                      |  | Section 6.02
|Tenant's Plans                             |  | Section 5.01
|Tenant's Property                          |  | Section 5.03
|Tenant's Share                             |  | Section 3.04
|Term                                       |  | Section 2.02
|Tower                                      |  | Section 1   
|Transfer Notice                            |  | Section 6.03

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LEASE (this "Lease"), dated as of March 14, 2002, between CREDIT SUISSE FIRST BOSTON (USA), INC.,
("Landlord"), a New York corporation whose address is Eleven Madison Avenue, New York, New York 10010-3629 and STANDARD CHARTERED BANK
("Tenant"), a banking corporation organized under the laws of the United Kingdom, whose address is 1 Evertrust Plaza, Jersey City, New Jersey 07302.

W I T N E S S E T H

WHEREAS,
Landlord is willing to lease to Tenant and Tenant is willing to hire from Landlord, on the terms hereinafter set forth, certain space in the office building commonly known as
One Madison Avenue, New York, New York (the "Building") on the land more particularly described in Exhibit A(the "Land"; the Land and the Building and all plazas, sidewalks and curbs adjacent
thereto are collectively called the "Project").

NOW,
THEREFORE, Landlord and Tenant agree as follows:

ARTICLE 1        Definitions

As used in this Lease, the following terms shall have the following respective meanings:



ARTICLE 2        Premises; Term; Use

Section 2.01.    Demise.(a) Landlord hereby leases to Tenant and Tenant hereby hires from Landlord,
subject
to the terms and conditions of this Lease, the entire 3rd floor of the South Building

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substantially as shown on the plan annexed asExhibit B, the Roof Space (as hereinafter defined) and the Basement Space (as hereinafter defined)
(collectively, the "Premises") together with the non-exclusive right to use and to permit its permitted subtenants, assignees and invitees
to use, in common with other tenants and occupants of the Project, the lobbies, escalators, passenger elevators in the South Building serving the Premises (other than those certain two executive
elevators reserved for use by Overlandlord), loading dock and other public portions and common facilities of the Project subject to, and in accordance with the terms of this Lease, including without
limitation the Rules and Regulations. Landlord and Tenant acknowledge that no part of the Premises is located within the Tower. Landlord represents and warrants that no part of the South Building has
been designated as a historical "landmark" within the meaning of any applicable governmental law, rule, regulation or enactment pertaining thereto. Landlord and Tenant agree that the Premises
(exclusive of the Roof Space and the Basement Space) is conclusively deemed to contain 91,396 rentable square feet. Subject to the terms and conditions of this Lease, Tenant shall have access to the
Premises twenty-four (24) hours per day, seven (7) days per week.

Section 2.02.    Term.The term of this Lease (the "Term")
shall commence on the date (the "Commencement Date") that is the latest to occur of (a) delivery of the Premises to Tenant in Delivery Condition
and (b) the date that Overlandlord's Consent to this Lease has been obtained by Landlord in the form attached hereto asExhibit Gand
Overlandlord shall have executed a Subordination and Non-Disturbance Agreement substantially in the form attached hereto asExhibit Fand original counterparts of each have been delivered to Tenant and shall end, unless sooner terminated as herein provided, or renewed pursuant to Section 2.05, on the last day of the calendar
month in which occurs the tenth (10th) anniversary of the Rent Commencement Date (as
hereinafter defined) (the "Expiration Date").

Section 2.03.    Delivery of Possession.(a) Landlord shall give Tenant two (2) Business Days prior
written notice of the date that it shall deliver the Premises to Tenant. Subject to Force Majeure and delays caused by Tenant, in the event that the Premises are not delivered to Tenant in Delivery
Condition on or prior to May 1, 2002, or in the event that the work necessary to render the Premises in Final Delivery Condition has not been completed by Landlord by June 1, 2002, the
Rent Commencement Date shall, in either of such cases and without duplication, be deemed to be extended by one additional day for each day subsequent to May 1, 2002 that the Premises are not so
delivered in Delivery Condition to Tenant and each day subsequent to June 1, 2002 that the work necessary to render the Premises in Final Delivery Condition has not been completed, respectively
(e.g., if there are two days of delay, the Rent Commencement Date will occur 185 days after the Commencement Date). Landlord and Tenant acknowledge that Landlord will be performing work to
render the Premises in Final Delivery Condition at the same time as Tenant is conducting work in the Premises to prepare the same for its occupancy. Landlord and Tenant shall schedule such work in an
orderly and coordinated fashion between Landlord's contractors and Tenant's contractors so as to reasonably minimize delays in the completion of such work. Landlord and Tenant shall conduct regular
meetings as required for the coordination and completion of such work. Notwithstanding the foregoing, from and after the date
hereof, Tenant shall have access to the Premises at reasonable times and reasonable prior notice for purposes of inspection, taking measurements and similar activities related to Tenant's design
process for the Premises, provided that Tenant shall perform such activities in a manner that will not interfere with or cause any delay to Landlord in the conduct of Landlord's work in the Premises
except to ade minimisextent and Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, cost or damage incurred by
Landlord arising out of Tenant's presence or activities in the Premises in connection with such activity.

(b)  Subject
to Landlord's obligation to deliver the Premises in Delivery Condition and thereafter in Final Delivery Condition, Landlord shall deliver the Premises to Tenant
in the condition Overlandlord delivers the Premises to Landlord and Tenant shall accept the Premises "as is". By

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accepting the Premises "as-is", Tenant shall in no way be deemed to have relieved Landlord from any obligation expressly set forth elsewhere hereunder, including, without limitation, the
obligation to maintain the Major Building Equipment servicing the Premises in accordance with the terms of the Lease. Tenant waives any right to rescind this Lease under
Section 223-a of the New York Real Property Law or any successor statute of similar nature and purpose then in force and further waives the right to recover any damages which may
result from Landlord's failure for any reason to deliver possession of the Premises for the commencement of the Team. The provisions of this Article are intended to constitute an "express provision to
the contrary" within the meaning of Section 223-a of the New York Real Property Law.

Section 2.04.    Intentionally Omitted

Section 2.05    Option to Renew.(a) Provided that (i) Tenant is not in default hereunder beyond
any
applicable notice and cure period on the date of the Notice to Renew (as hereinafter defined) or on the Expiration Date and on each such date shall have sublet no more than twenty five (25%) of the
Premises (it being agreed that space sublet to Affiliates shall be deemed not to have been sublet for these purposes) and (ii) Tenant shall not have received written notice from Landlord (a
"Landlord Occupancy Notice") indicating that Landlord intends to occupy the Premises for its own use or intends to make the Premises available for the
use of its Affiliates subsequent to the Expiration Date, Tenant shall have the right to extend the Term of the Lease for a renewal term ("Renewal Term")
commencing on the day immediately succeeding the Expiration Date and ending on December 30, 2020. Landlord shall have the right to deliver to Tenant a Landlord Occupancy Notice provided that
(x) Landlord intends in good faith to occupy the Premises for its own use or to make the Premises available for the use of Affiliates of Landlord and (y) Landlord shall have delivered
the Landlord Occupancy Notice to Tenant no later than the date which is twenty four (24) months prior to the Expiration Date. In the event that Landlord subsequently determines that it shall
not occupy the Premises or make it available for occupancy by its Affiliates, Landlord shall promptly deliver a notice (the "Reinstatement Notice") to
Tenant indicating such determination and upon receipt thereof, Tenant's right to renew the Term shall be reinstated on the same terms and conditions as hereinafter provided, except that
(x) Landlord shall not thereafter have the right to send to Tenant a Landlord Occupancy Notice and (y) Tenant shall have the greater of (A) thirty (30) days from the date
Tenant receives the Reinstatement Notice and (B) the number of days remaining prior to the date that is eighteen (18) months prior to the Expiration Date to deliver to Landlord the
Notice to Renew (as defined below). The Renewal Team shall be upon the same terms and conditions as are herein provided, except that (i) Fixed Rent during the Renewal Term
shall equal Fair Market Rent (as hereinafter defined), (ii) Tenant shall have no option to renew this Lease beyond the expiration of the final Renewal Term, (iii) the Premises shall be
delivered in their existing condition (on an "as is" basis) at the time the Renewal Term commences and (iv) no tenant improvement allowance or rent free period shall be granted. Except as
otherwise provided herein, such right shall be exercised by Tenant by giving written notice (the "Notice to Renew") to Landlord at least eighteen
(18) months prior to the Expiration Date of the Term. Time shall be of the essence for the exercise of such option. Tenant shall also use reasonable efforts to send a courtesy copy of the
Notice to Renew to Insignia/ESG, Inc., 200 Part Avenue, New York, York attention: Michael Laginestra, but Tenant shall have not obligation to do so and failure by Tenant to send such notice
shall have no effect on any Notice to Renew and shall have no impact on any parties' rights or obligations hereunder. Tenant shall have no further right to extent or renew this Lease. The renewal
option set forth in thisSection 2.05is personal to Standard Chartered Bank and its affiliated companies (which shall include any of the
"Successor Entities" described in Section 6.01 hereof) and shall not inure to the benefit of any third party.

(b)  For
the purposes of this Article, "Fair Market Rent" shall mean the Fixed Rent, on a so-called "net" basis,
that is the rental rate then being charged by landlords (including Landlord) in Manhattan on new leases for space of similar quality and size as the Premises, taking into account all relevant

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factors, including without limitation, age, extent and quality of tenant improvements, length of term, amenities, location and/or floor height and allowances or concessions that have been granted
such as abatements, lease assumptions and leasehold improvement and moving allowances and taking into consideration the terms of this Lease, but assuming (x) a renewal term equal to ten
(10) years and (y) Landlord has had sufficient time to locate a suitable, unaffiliated third-party tenant in the market place. In addition, for the purposes of the determination of Fair
Market Rent, such determination shall take into account the costs which Landlord would not incur if Tenant renews, such as, without limitation, build-out and brokerage costs. Landlord and
Tenant shall meet and shall cooperate in good faith to reach a mutually acceptable determination of Fair Market Rent. In the event that Landlord and Tenant shall be unable to agree on the
determination of Fair Market Rent by the date that is four (4) months prior to the commencement of the Renewal Term, either party shall have the right at any time thereafter to submit the
determination of Fair Market Rent to arbitration in accordance with the procedures set forth in Section 2.05(d) below.

(c)  If
the parties have submitted the determination of Fair Market Rent to arbitration in accordance with the provisions hereof and such arbitration shall not be concluded
prior to the commencement of the Renewal Term, Tenant shall nevertheless pay all Fixed Rent and Additional Charges to Landlord with respect thereto from and after the commencement of the applicable
Renewal Term, which shall include Fixed Rent as specified in Landlord's Determination (defined below) or, if no such Determination has been rendered, the Fixed Rent and the Additional Charges payable
with respect to the initial Term (such payment amounts, as applicable, being referred to herein as the "Provisional Rent"). If the applicable Fair
Market Rent as determined by arbitration is greater than or less than the Provisional Rent, then such adjustment as shall be needed to correct the amount previously paid by Tenant on such overpaid or
underpaid amount, as the case may be, computed from the date of such overpayment or underpayment, as the case may be, to the date of refund or payment, as appropriate shall be made in a payment by the
appropriate party within thirty (30) days after the arbitration determination.

(d)  (i)
If either party hereto desires to invoke the arbitration procedure referenced above, the party invoking the arbitration procedure shall give a notice (the
"Arbitration Notice") to the other party stating that the party sending the Arbitration Notice desires to meet within 10 days to attempt to agree on a single arbitrator (the "Arbitrator") to
determine the Fair Market Rent. The Arbitrator appointed shall be competent, qualified by training and experience in New York, disinterested and independent, shall hold an MAI designation and have a
minimum of 10 years' experience in appraising first class office buildings (and rentals thereof) located in Manhattan. If the parties hereto have not agreed on the Arbitrator within
10 days after the giving of the Arbitration Notice, then either party hereto, on behalf of both, may apply to the New York City office of the American Arbitration Association or any
organization which is the successor thereof (the "AAA") for appointment of the Arbitrator, or, if the AAA shall not then exist or shall fail, refuse or be unable to act such that the Arbitrator is not
appointed by the AAA within 30 days after application therefore, then either party may apply to the presiding Justice of the Appellate Division of the Supreme Court of the State of New York,
First Department (the "Court") for the appointment of the Arbitrator and the other party shall not raise any question as to the Court's full power and jurisdiction to entertain the application and
make the appointment. The date on which the Arbitrator is appointed by the agreement of the parties, by appointment by the AAA or by appointment by such court, is referred to herein as the
"Appointment Date". If any Arbitrator appointed hereunder shall be unwilling or unable, for any reason, to serve, or continue to serve, a replacement Arbitrator shall be appointed in the same manner
as the original Arbitrator.

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Section 2.06    Use.Tenant shall use the Premises only for such uses as are permitted pursuant to Section 6.1and6.2of the Overlease, the terms and provisions of which are incorporated herein
by reference as if fully set forth herein, except that the term "Non-Retail Space" therein shall be deemed to refer to the term "Premises"
herein and Section 6.1(b) shall not be so incorporated.

ARTICLE 3        Rent

Section 3.01.    Rent."Rent" shall consist of Fixed Rent
and Additional Charges.

Section 3.02.    Fixed Rent.(a) The fixed rent ("Fixed
Rent") for the Premises shall be, for the period commencing on the date which is, subject to Section 2.03(a), 183 days after the Commencement Date (the
"Rent Commencement Date") and ending on the Expiration Date of the initial Term, with respect to the Premises (other than the Roof Space and the
Basement Space), Four Million One Hundred Forty Thousand Two Hundred Thirty Eight Dollars and Eighty Cents ($4,140,238.80), payable in equal monthly installments of Three Hundred Forty Five Thousand
Nineteen Dollars and Ninety Cents ($345,019.90), with respect to the Roof Space, Thirty One Thousand Four Hundred Dollars ($31,400.00), payable in equal monthly installments of $2,616.67 (which amount
will be appropriately adjusted in the event that it is subsequently determined that the space allocable to theGeneratoris greater or less than
38 feet by 12 feet and assuming, solely for the purposes of this Section 3.02 that the square footage of Roof Space allocable to theDry
Cooleris equal800square feet), and with respect to the Basement Space, Five Thousand Dollars ($5,000.00), payable in equal
monthly installments of $416.67. The aggregate amount of Fixed Rent payable from and after the Rent Commencement Date with respect to the entirety of the Premises, including the Roof Space and the
Basement Space, shall be $4,176,638.80, payable in equal monthly installments of $348,053.23.

(b)  Fixed
Rent shall be payable by Tenant in equal monthly installments in advance and on the first day of each calendar month thereafter, provided, that, if the Rent
Commencement Date is not the first day of the month, the Fixed Rent shall be appropriately prorated.

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Section 3.03.    Additional Charges."Additional Charges"
means Tax Payments, Operating Payments and all other sums of money, other than Fixed Rent, at any time payable by Tenant under this Lease, all of which Additional Charges shall be deemed to be rent.

Section 3.04.    Tax Payments.(a) "Base Tax Amount"
means
the Taxes (excluding any amounts described in Section 3.04(b)(iii)) for the period commencing on July 1, 2002 and ending on June 30, 2003. Landlord represents and warrants that
the Base Tax Amount will not include, and shall not be reduced by, any As-of-Right Benefits (defined below).

(b)  "Taxes" means (i) the real estate taxes, vault taxes, assessments and special assessments levied, assessed or
imposed upon or with respect to the Land and the Building by any federal, state, municipal or other government or governmental body or authority (including, without limitation, any taxes, assessments
or charges imposed upon or against Project, Landlord or the owner of the Project with respect to any business improvement district (collectively, "Bid
Taxes")) but only if and to the extent that the same shall be reflected in any tax bill with respect to the Project and after giving effect to any and all abatements, refunds,
reductions and credits which are not made expressly for the benefit of another tenant by the Building, but expressly excluding any benefit accruing to Landlord under any discretionary municipal
incentive program (as opposed to benefits granted by the applicable governmental entity on a Building-wide basis "as of right" ("As-of-Right
Benefits"), including any Building-wide benefits which may be granted pursuant to the Industrial and Commercial Incentive Program) and (ii) all taxes
assessed or imposed with respect to the rentals payable under this Lease other than general income, franchise and gross receipts taxes;provided, that
any such Taxes shall exclude Commercial Rent or Occupancy Taxes imposed pursuant to Title 11, Chapter 7 of the New York City Administrative Code so long as such tax is required to be paid by Tenants
directly to the taxing authority. If at any time the method of taxation shall be altered so that in lieu of or as an addition to or as a substitute for, the whole or any part of such real estate
taxes, assessments and special assessments now imposed on real estate, there shall be levied, assessed or imposed (x) a tax, assessment, levy, imposition, fee or charge wholly or partially as a
capital levy or otherwise on the rents received there from, or (y) any other additional or substitute tax, assessment, levy, imposition, fee or charge, including, without limitation business
improvement district and transportation taxes, fees and assessments, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be included
in "Taxes," computed as if Landlord's sole asset were the Project. If the owner, or lessee under a Superior Lease, of all or any part of the Project is
an entity exempt from the payment of taxes described inclauses (i)and(ii), there shall be included in
"Taxes" the taxes described in clauses (i) and (ii) which would be so levied, assessed or imposed if such owner or lessee were not so
exempt and such taxes shall be deemed to have been paid by Landlord on the dates on which such taxes otherwise would have been payable if such owner or lessee were not so exempt. Except as permitted
in the second preceding sentence of thisSection 3.04(b),"Taxes" shall not include
(x) any municipal, state or federal taxes on Landlord's income, franchise taxes, taxes on gross receipts or revenue, estate or inheritance taxes value added, transfer, transfer gains,
succession, capital stock
excise, excess profits, gift, foreign ownership or control, corporate franchise, corporate, unincorporated association, payroll or stamp tax, or any similar taxes or charges imposed or assessed
against Landlord, including any other tax, assessment, charge or levy on the rent reserved under leases, including this Lease or (y) unless due to default in Tenant timely paying Tenant's Tax
Share hereunder, any penalties, late charges or fines imposed against Landlord with respect to real estate taxes, assessments and the like that are otherwise includable within the term "Taxes." If the
Bid Taxes are eliminated after the date hereof, then, as of the date of such elimination, the Base Tax Amount shall be recalculated to take into account the elimination of the Bid Taxes.

(c)  "Tax Year" means each period of 12 months, commencing on the first day of July of each such period, in which
occurs any part of the Term, or such other period of 12 months occurring during the

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Term as hereafter may be adopted as the fiscal year for real estate tax purposes of the City of New York.

(d)  "Tenant's Share" means 6.48%, as the same may be increased or decreased in accordance with the terms of this Lease. The
parties hereto agree that the rentable square foot area of the Premises shall be deemed to be, as of the date hereof, 91,396 rentable square feet and the rentable square foot area of the Building
shall be deemed to be 1,410,765 rentable square feet. Tenant's Share has been determined and/or redetermined by dividing the rentable square foot area of the Premises by the rentable square foot area
of the Building. The rentable square feet of the Basement Space and the Roof Space shall not be included in the determination of Tenant's Share.

(e)  If
Taxes for any Tax Year, shall exceed the Base Tax Amount, Tenant shall pay to Landlord (each, a "Tax Payment")
Tenant's Share of the amount by which Taxes for such Tax Year are greater than the Base Tax Amount. Landlord shall give Tenant a statement showing the computation of Tenant's Share of Taxes, which
statement shall cover only those Taxes which Landlord is then required to pay pursuant to the Overlease and such statement shall be accompanied by copies of the applicable tax bills or other evidence
showing the Taxes or tax assessments. The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are due and payable to the City of New
York, except that Tenant shall pay each such installment to Landlord on or before the later of (A) twenty (20) days after the rendering by Landlord to Tenant of the above-referenced
statement or (B) thirty (30) days prior to the date such installment first becomes due and payable to the City of New York;provided, however,
that if Landlord shall at any time be required pursuant to the terms of any Superior Mortgage to make any escrow payments in respect of Taxes
on a more frequent basis than such installments are due and payable to the City of New York, then Tenant shall pay to Landlord on the first day of each period for which Landlord is required make such
escrow payments during such Tax Year an amount equal to the Tax Payment for such Tax Year divided by the number of such escrow payments that Landlord is required to make is respect of Taxes for such
Tax Year. If there shall be any increase or decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be, in
accordance herewith. In no event, however, shall Tenant be entitled to a refund or credit against any sums payable under this Lease if Taxes are reduced below the Base Tax amount. Except as heretofore
provided, Tenant shall receive an equitable share of any and all real estate tax incentives, abatements and credits granted to the Building and Land during the Term of this Lease, providedthat such
real estate tax incentives, abatements and credits may be directly attributed, at least in part, to Tenant's use and occupancy of the
Premises (or any portion thereof located in the Building). Similarly, if any such incentives, abatements or credits are directly attributed to space in the Building not leased to Tenant in no event
shall Tenant be entitled to share in any such benefits. Landlord, at Tenant's sole cost and expense, shall reasonably cooperate with Tenant in Tenant's efforts to obtain municipal tax rebates, credits
or other incentives with respect to the Premises; it being acknowledged that any such incentives shall be the sole property of Tenant.

(f)    If
Landlord shall receive a refund of Taxes for any Tax Year, Landlord shall pay to Tenant Tenant's Share of the net refund (after deducting from such refund the costs
and expenses of obtaining the same, including, without limitation, all actual, out-of-pocket appraisal, accounting and legal fees; provided, that (i) Tenant shall not be eligible to receive such
payment if, at the time such payment is required to be refunded to Tenant, Tenant
is in default under the Lease beyond any notice and grace period, if applicable, until such time as such default is cured, at which time such payment shall be made to Tenant, provided, that Landlord
shall be entitled to deduct any costs and expenses arising from such default (including any payments made to cure such default
to the extent not paid by Tenant) from any such payment to be made to Tenant and (ii) such payment to Tenant shall in no event exceed Tenant's Tax Payment paid for such Tax Year. Such refund
shall be made to Tenant within sixty (60) days of Landlord's receipt thereof. Tenant shall also be entitled to its pro rata share of interest

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paid to Landlord under Section 5.3 or 5.7 of the Overlease, to the extent such interest is allocable to sums provided by Tenant.

(g)  If
the Taxes comprising the Base Tax Amount are reduced as a result of an appropriate proceeding or otherwise, the Taxes as so reduced shall for all purposes be deemed
to be the Base Tax Amount and Landlord shall notify Tenant of the amount by which the Tax Payments previously made were less than the Tax Payments required to be made under this Section 3.04, and
Tenant shall pay the deficiency within twenty (20) days after demand therefor.

Section 3.05.    Tenant Tax Incentives.Subject to the terms of the Overlease, in the event that Tenant
becomes eligible for any tax incentives or governmental awards from the City of New York or the State of New York or otherwise arising out of or related to Tenant's agreement to remain in New York
City or any similar incentive or credit program available to companies affected by the World Trade Center events, Landlord shall, at Tenant's sole cost and expense and without liability to Landlord,
reasonably cooperate to the extent necessary or appropriate to secure the maximum benefits available to Tenant. Landlord shall, upon Tenant's reasonable request, request that Overlandlord reasonably
cooperate with Tenant in securing such benefits and, if Overlandlord shall fail to so cooperate, Tenant shall have the right to take whatever action may available at law or under the Overlease to
obtain such cooperation in its own name, and for that purpose and only to such extent, all of the rights of Landlord under Section 14.15 of the Overlease are hereby conferred upon and assigned
to Tenant and Tenant is subrogated hereby to such rights to the extent that the same shall apply to the matter for which cooperation is sought. If any such action against Overlandlord in Tenant's name
shall be barred by reason of lack of privity, nonassignability or otherwise, Tenant may take such action in Landlord's name provided Tenant has obtained the prior written consent of Landlord, which
consent shall not be unreasonably withheld, provided, and Tenant hereby agrees, that Tenant shall indemnify and hold Landlord harmless from and against all liability, loss, damage or expense,
including, without being
limited to, reasonable attorneys' fees and expenses, which Landlord shall suffer or incur by reason of such action.

Section 3.06.    Tax Provisions.(a) Except as otherwise provided herein, Landlord's failure to render
or
delay in rendering any statement with respect to any Tax Payment or installment thereof shall not prejudice Landlord's right to thereafter render such a statement, nor shall the rendering of an
incorrect statement for any Tax Payment or installment thereof prejudice Landlord's right to thereafter render a corrected statement therefor. If Landlord fails to render a statement with respect to
any particular Tax Payment or installment thereof within two (2) years after the Expiration Date of this Lease, Landlord shall be deemed to have waived its right to claim any deficiency.

(b)  Landlord
and Tenant confirm that the computations under thisArticle 3are intended to constitute a formula for
agreed rental escalation and may or may not constitute an actual reimbursement to Landlord for the Taxes. If the Building has been or shall be condominiumized, then Tenant's Tax Payments shall, if
necessary, be equitably adjusted such that Tenant shall thereafter continue to pay the same share of the Taxes of the condominiumized Building as Tenant would pay in the absence of such
condominimization.

(c)  Each
Tax Payment in respect of a Tax Year, which begins prior to the commencement of the Term or ends after the expiration or earlier termination of this Lease, and any
tax refund pursuant toSection 3.04(f), shall be prorated to correspond to that portion of such Tax Year occurring within the Term.

(d)  Landlord
shall have no obligation to bring any application or proceeding seeking a reduction in Taxes or the assessed valuation of the Building. Tenant hereby waives to
the fullest extent permitted by law any right Tenant may now or in the future have to protest or contest any Taxes or to bring any application or proceeding seeking a reduction in Taxes or the
assessed valuation of the Building or otherwise challenging the determination thereof.

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Section 3.07.    Electric Charges.(a) Except as otherwise provided herein, Landlord shall supply the
Premises with a base electrical service equal to 6.4 watts, demand load, exclusive of the HVAC System serving the Premises, per usable square foot contained in the Premises (the
"Base Electric Capacity"), and shall cause Tenant's electric energy usage, including usage for Supplemental Electric Capacity (defined below), to be
measured on a submetering basis. If the electric service supplied to the Premises is supplied by more than one (1) submeter, then the readings will be aggregated through a totalizing meter and
billed on a coincident demand basis as if billed through a single meter. Landlord shall, at Landlord's expense, purchase, install and maintain the submeter(s). Tenant shall pay Landlord, as Additional
Charges within thirty (30) days of receipt of its next rent bill, for the kw hours and kw demand used by Tenant in respect of the Base Electric Capacity and the Supplemental Electric Capacity
at Landlord's average cost per kw and per kilowatt hour for the Building, plus five (5%)
percent thereof for providing, reading and billing the submetering service (the "5% Fee"). Landlord shall have the sole right to select the provider of
electricity for the Building;provided, however, that Landlord shall not select a provider of electricity for the Buildings in which Landlord has an
economic interest other than the ownership of publicly-traded common stock or with which Landlord has an agreement to share profits. Tenant, from time to time, shall have the right to review the
readings of Tenant's submeter(s) and Landlord's calculation of the Additional Charges for electricity, at reasonable times and on reasonable prior notice, on or prior to the ninetieth (90th) day after
the date on which Tenant receives the rent bill or statement which includes such Additional Charges. Tenant has been advised that the electrical service currently serving the Premises is unable to
provide more than 6.4 watts per usable square foot, demand load. Tenant has advised Landlord that Tenant requires additional electrical capacity for the proper conduct of its business. Accordingly,
Tenant has requested and Landlord has agreed that Landlord shall provide to Tenant throughout the Term such supplemental electric capacity as may be generated therefrom (the
"Supplemental Electric Capacity") by granting to Tenant the exclusive right to connect to and use, at Tenant's sole cost and expense and in compliance
with Article 5 hereof, the 600 amp switch identified as #27, Switchboard 6, Service C on the B-2 Level of the Building, together with the right of access to vertical and horizontal
shaft space for the installation and use of electrical conduits and risers adequate for such purpose in locations reasonably designated by Landlord. Exclusive of any amounts that will be due and owing
on an on-going basis as Additional Charges for the provision of such Supplemental Electric Capacity, Tenant shall make a one time payment (the "Supplemental
Electric Capital Cost Reimbursement") to Landlord for making such Supplemental Electric Capacity available to Tenant equal to $95,000.00. The Supplemental Electric Capital Cost
Reimbursement shall be paid by Tenant as an Additional Charge on or prior to the Commencement Date.

(b)  From
and after the Commencement Date, but prior to the date that Landlord shall install submeter(s) at the Premises, Tenant shall pay in monthly installments in advance,
as additional rent for its consumption of electricity at the Premises, a per annum sum equal to the product of (A) $2.50 and (B) the rentable square feet of the Premises (exclusive of
the Roof Space and the Basement Space),provided, however, that until the earlier of (x) 183 days after the Commencement Date or
(y) Tenant's occupancy of the Premises for the conduct of Tenant's business, Tenant shall pay for its consumption of electricity a per annum sum equal to the product of (A) $1.50 and
(B) the rentable square feet of the Premises (exclusive of the Roof Space and the Basement Space). Landlord shall install submeter(s) at the Premises no later than one year from the Possession
Date. The foregoing payment shall be prorated for partial months and, upon the installation of the submeter(s) by Landlord, Tenant shall receive a credit against the next installment of Rent of any
excess payment then held by Landlord for the remaining partial month.

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(c)  If
it shall become unlawful for Landlord to submeter Tenant's electric energy usage, such usage shall thereafter be paid for and measured as follows:



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(d)  Landlord
shall not in any way be liable or responsible to Tenant, except where due to Landlord's gross negligence or willful misconduct, for any loss, damage or expense
which Tenant may sustain or incur if, during the Term, by reason of the act or inaction of the public utility servicing the Project, either the quantity or character of electrical energy is changed or
is no longer available or suitable for Tenant's requirements. Landlord shall not be obligated to increase the existing electrical capacity of any portion of the Building's systems, nor to provide any
additional wiring or capacity to meet Tenant's requirements, other than as set forth inSection 3.07(a). Tenant shall make no substantial
alteration or addition to the electrical equipment in the Premises as of the date that Tenant occupies the Premises for the conduct of its business, nor increase the use of electricity in the Premises
(except to ade minimisextent) without the prior written consent of the Landlord in each instance, which consent Landlord agrees not to unreasonably
withhold or delay. Subject to Tenant's Base and Supplemental Electric Capacity rights underSubsection 3.07(a)herein, Tenant covenants and agrees that
at all times its use of electric current shall never exceed the capacity of the then existing feeders of the Building or the risers or wiring installations, and further agrees, subject to its Base and
Supplemental Electric Capacity rights underSubsection 3.07(a)herein, that Tenant may not use any electrical equipment which, in Landlord's opinion,
reasonably exercised, will overload such installations or interfere with the use thereof by any other tenants of the Buildings.

Section 3.08.    Manner of Payment.Tenant shall pay all Rent as the same shall become due and payable
under
this Lease (a) in the case of Fixed Rent and recurring Additional Charges, by wire transfer of immediately available federal funds as directed by Landlord, and (b) in the case of all
other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a New York Clearing House Association member bank, in each case at the times provided herein without
notice or demand and without setoff or counterclaim except as herein expressly provided to the contrary. If Landlord shall direct Tenant to pay Fixed Rent by wire transfer, then Tenant shall not be in
default of Tenant's obligation to pay any such Fixed Rent if and for so long as Tenant shall timely comply with Landlord's wire instructions in connection with such payments. All Rent shall be paid in
lawful money of the United States to Landlord at its office or such other place in the United States as Landlord may from time to time designate. If Tenant fails timely to pay any Rent, Tenant shall
pay interest thereon from the date when such Rent became due to the date of Landlord's receipt thereof at the lesser of (i) the base rate from time to time announced by Citibank, N.A. (or if
Citibank, N.A. shall not exist, such other major bank in New York, New York as shall be designated by Landlord in a notice to Tenant) to be in effect at its principal office in New York, New York (the
"Base Rate") plus 3% per annum or (ii) the maximum rate permitted by law. Any Additional Charges for which no due date is specified in this Lease
shall be due and payable on the 30th day after the date of Landlord's invoice therefor. All bills, invoices and statements rendered to Tenant with respect to this Lease shall be binding
and conclusive on Tenant subject toSection 7.13hereof. Notwithstanding anything to the contrary contained
in this Lease, Fixed Rent shall be due and payable on the first day of the month and failure to pay such Rent on or prior to the first day of any month shall be considered a default under this Lease
and interest shall accrue as provided in thisSection 3.08from and after the first day the Rent becomes due and payable. Notwithstanding the
foregoing, no interest shall be due and

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payable for failure to pay Fixed Rent on the first day of a calendar month on the first of such failures to occur in any twelve month period, provided that such Fixed Rent is paid within five days
after the first day of such month.

Section 3.09.    Operating Expenses.(a) The term "Operating
Expenses" shall mean all expenses of each and every type and nature, foreseen and unforeseen, ordinary and extraordinary paid or incurred (without duplication of an included
item) by Landlord in respect of the operation, repair, safety, management, security and maintenance (including deferred maintenance) of the Premises which are necessary or appropriate for the
operation of the Building as a First-Class Office Building (as defined in the Overlease), but specifically excluding (or deducting as appropriate) expenses incurred in connection with or arising from:



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(b)  The
term "Operating Year" shall mean the Base Operating Year and each succeeding calendar year thereafter.

(c)  The
term "Operating Statement" shall mean a written statement prepared by Landlord or its agent, setting forth Landlord's
computation of the sum payable by tenant under this Section 3.09 for a specified Operating Year.

(d)  In
determining the amount of Operating Expenses for any Operating Year (including the Base Operating Year), if less than all of the Building leasable area shall have
been occupied by Landlord and/or subtenant(s) (including Tenant) at any time during any such Operating Year, Operating Expenses shall be determined for such Operating Year to be an amount equal to the
like expenses which would normally be expected to be incurred had all such areas (to the extent of ninety-five percent (95%) of the leasable area of the Building, excluding all Mechanical
Space (as defined in the Overlease) and areas used to provide services to which Tenant is not granted access) been occupied throughout such Operating Year.

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(e)  For
each Operating Year, Tenant shall pay to Landlord as Additional Charges, an amount (herein called the "Operating
Payment") equal to Tenant's Share of the Operating Expenses for such Operating Year to the extent such Operating Expenses are in excess of the Operating Expenses for the
calendar year 2002 (the "Base Operating Year"). If Tenant's Share for an applicable Operating Year is
redetermined in a particular Operating Year, Tenant's Operating Payment for that Operating Year shall be adjusted accordingly to reflect the applicable redetrmination of Tenant's Share. Landlord
represents that the Triple Net Commencement Date (as defined in the Overlease) occurred on January 1, 2002 and that the Operating Payment for the Base Operating Year shall reflect an actual
365 day period.

(f)    Landlord
shall furnish to Tenant, prior to the commencement of each Operating Year after the Base Operating Year, a written statement setting forth in reasonable detail
Landlord's reasonable estimate of the Operating Payment for such Operating Year, based upon the method set forth in the preceding sections for computing the Operating Payment. Tenant shall pay to
Landlord on the first day of each month during such Operating Year an amount equal to one-twelfth (1/12th) of Landlord'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, Landlord 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
Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 3.09 in respect of the last month of the
preceding Operating Year; (b) promptly after such estimate is furnished to Tenant, Landlord shall give notice to Tenant 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, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, and (ii) if there shall have been an overpayment, Landlord shall, within thirty
(30) days of providing Tenant with such estimate, at Tenant's election either refund to Tenant the amount thereof or permit Tenant to credit the amount thereof against the Rent 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 Tenant, and monthly thereafter throughout
the remainder of such Operating Year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of the Operating Payment shown on such estimate. Landlord may, not more than
twice during each Operating Year, furnish to Tenant a revised statement of Landlord's estimate of the Operating Payment for such Operating Year, based upon the method set forth in the preceding
sections for computing the Operating Payment; and in such case, the Operating Payment for such Operating Year shall be adjusted and paid or refunded, as the case may be, substantially in the same
manner as provided in the preceding sentence.

(g)  Within
one hundred twenty (120) days after the end of the Base Operating Year and each Operating Year occurring after the Base Operating Year, Landlord shall
furnish to Tenant an Operating Statement for such Operating Year, based on the method set forth in the preceding sections for computing the Operating Payment and certified by a reputable independent
certified public accountant selected by Landlord setting forth in reasonable detail the actual Operating Expenses incurred by Landlord during such Operating Year. If the Operating Statement shall show
that the sums paid by Tenant exceeded the Operating Payment to be paid by Tenant for such Operating Year, Landlord shall promptly at Tenant's election either refund to Tenant the amount of such excess
or permit Tenant to credit the amount of such excess against subsequent payments of Rent payable under this Lease; and if the Operating Statement for such Operating Year shall show that the sums so
paid by Tenant were less than the Operating Payment to be paid by Tenant for such Operating Year, Tenant shall pay the amount of such deficiency within thirty (30) days after demand therefore.
If the Operating Statements shall show that the estimated sums therefore estimated by Landlord and paid by Tenant for such operating Year exceeded the Operating Payment for such Operating Year by more
than ten (10%)

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percent, Landlord shall pay to Tenant 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.

(h)  Each
Operating Statement, including the Operating Statement for the Base Operating Year, given by Landlord shall be conclusive and binding upon Tenant (i) unless
within three (3) months after the receipt of the Operating Statement for the succeeding Operating Year, Tenant shall notify Landlord 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 Section 9.19 hereof. Pending the determination of such dispute by agreement
or arbitration as aforesaid, Tenant shall within thirty (30) days after the receipt of such Operating Statement pay the Operating Payment in accordance with Landlord's statement, without
prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith pay to Tenant the amount of Tenant's overpayment resulting from compliance with
Landlord's Operating Statement and interest, if applicable, in accordance with Section 3.09(g) hereof.

(i)    If
an Operating Year ends after the expiration or termination of this Lease, the Operating Payment in respect thereof shall be appropriately prorated.

(j)    The
failure of Landlord to render an Operating Statement for any Operating Year shall not prejudice Landlord's right, or relieve Landlord of the obligation, to
thereafter renter such Operating Statement or relieve or release Tenant from any obligation to pay Tenant's Share of Operating Expenses for any Operating Year, but if Landlord shall fail to render an
Operating Statement for any year by June 30 of the succeeding calendar year, Tenant may cease to pay, until such Operating Statement is rendered, estimated installments of Tenant's Operating
Payment. Further, Landlord shall be precluded from adjusting any Operating Statement to increase the costs included within Tenant's Share 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 Landlord from furnishing Tenant with corrections or adjustments to any Operating Statement for any applicable Operating
Year prior to the applicable Cut-Off Date.

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

(l)    Subject
to the foregoing clause (j) of this Section, the provisions of this Article 3 shall survive the expiration or earlier termination of this Lease as
to all Additional Charges due Landlord or credit
owed Tenant accruing on or before the date of such expiration or termination, including all disputed items as well as the Additional Charges due for the last Operating Year, or portion thereof,
falling within the Term. Within one hundred fifty (150) days following such expiration or earlier termination, Landlord shall render to Tenant a preliminary uncertified Operating Statement, and
Landlord and Tenant shall, subject to year-end adjustments, preliminarily adjust the amount due Landlord or Tenant, as the case may be, for such last year or portion thereof, subject to
year-end adjustments, and the party owing any portion of the same to the other shall promptly pay the same. Landlord 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 Landlord or Tenant based thereon shall be adjusted between the parties.

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ARTICLE 4        Landlord Services

Section 4.01.    Landlord Services.(a) From and after the date that Tenant first occupies any
portion of the Premises for the conduct of Tenant's business (it being understood that from and after the Commencement Date while Tenant is preparing the Premises for its occupancy, Landlord shall
provide such services as are customarily provided in First-Class Office Buildings with respect to the building-out of tenant office space), Landlord shall continue to operate the Building
in the same manner as it is being operated as of the date hereof and Landlord shall furnish Tenant with the following services (collectively, "Landlord
Services"):



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(b)  Landlord
may stop or interrupt any Landlord Services, electricity, or other service and may stop or interrupt the use of any Building facilities and systems at such
times as may be necessary and for as long as may reasonably be required by reason of accidents, strikes, or the making of repairs, alterations or improvements, or inability to secure a proper supply
of fuel, gas, steam, water, electricity, labor or supplies, or by reason of any other cause (other than lack of funds) beyond the reasonable control of Landlord ("Force
Majeure"). Landlord shall have no liability to Tenant by reason of any stoppage or interruption of any Landlord Service, electricity or other service or the use of any Building
facilities and systems for any reason. Landlord shall use reasonable diligence (which shall not include incurring overtime charges unless (x) the stoppage or interruption is the result of
Landlord's negligence or (y) Tenant requests the same in which event Landlord shall employ contractors or labor at so-called overtime or other premium pay rates and incur any other
overtime costs or expenses in making any repairs, and Tenant, if Tenant has requested such service shall pay to Landlord, as additional rent, within thirty (30) days after demand, an amount
equal to the difference between the overtime or other premium pay rates and the regular pay rates for such labor together with any other overtime costs or expenses so incurred) to make such repairs as
may be required to machinery or equipment within the Project to provide restoration of any Landlord Services and, where the cessation or interruption of such Landlord Services has occurred due to
circumstances or conditions beyond the Project boundaries, to cause the same to be restored'by diligent application or request to the provider. Notwithstanding anything herein to the contrary, in the
event that any stoppage or interruption of services arises solely from Landlord's negligence and as a result thereof Tenant is not able to occupy all or any portion of its Premises for the conduct of
its business therein for a period in excess of ten (10) days, Fixed Rent and Additional Charges for the portion of the Premises so affected shall be abated on a
day-for-day basis for each day following such 10-day period until such time as Tenant is able to re-occupy the Premises (or portion thereof) for the
conduct of its business.

(c)  Without
limiting any of Landlord's other rights and remedies, if Tenant shall be in material monetary default beyond any applicable notice and/or grace period (other
than with respect to matters that have been submitted to arbitration pursuant to Section 9.19 and not yet resolved), Landlord shall not be obligated to furnish to the Premises any service
outside of Business Hours on Business Days, and Landlord shall have no liability to Tenant by reason of. any failure to provide, or discontinuance of, any such service during the continuance of any
such default. For purposes hereof, material monetary default shall mean default in the payment of Fixed Rent, recurring Additional Charges and non-recurring Additional Charges in an amount
in excess of $50,000.

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(d)  "Business Hours" means 8:00 a.m. to 6:00 p.m., Monday through Friday. "Business
Days" means all days except Saturdays, Sundays and holidays, which shall include (but shall not be limited to) days which arc either (i) observed by both the federal and
the state governments as legal holidays or (ii) designated as a holiday by the applicable building service union employee service contract or operating engineers contract; provided, that the
holidays covered under subsections (i) and (ii) above shall not be duplicative and provided, further, that Lincoln's Birthday shall be deemed to be a Business Day.

(e)  "Rules and Regulations" means the rules and regulations attached hereto as Exhibit C, as the same may be modified or amended from time to time in Landlord's
reasonable discretion, provided that Tenant shall have been
given reasonable notice of such modifications or amendments. If there is any conflict between the provisions of the Rules and Regulations and the provisions of this Lease, the provisions of this Lease
will control. Landlord shall not discriminate against Tenant in the promulgation and enforcement of the Rules and Regulations.

Section 4.02.    Auditorium and Cafeteria.(a) Tenant shall have the right to utilize the
Auditorium
up to four (4) times per year on a scheduled basis, subject to the provisions of thisSection 4.02.

(b)  If
Tenant desires to use the Auditorium, Tenant shall give notice to Landlord prior to November 1st of each calendar year of the dates on which Tenant desires to
use the Auditorium during the subsequent calendar year. Landlord shall grant to Tenant the use of the Auditorium on such requested dates provided the same have not been previously reserved. In
addition, Tenant shall have the right to request the use of the Auditorium on other dates upon such prior notice as may be practicable. Landlord shall reasonably consider such requests in light of the
anticipated use of the Auditorium for other purposes. Landlord has reserved the Auditorium for Tenant's use on March 28, 2002 and Tenant shall pay the applicable charges therefor.

(c)  Landlord
shall charge Tenant for use of the Auditorium $5,000 per day. The Auditorium may be reserved in full day or half day increments (and the charges therefor
adjusted accordingly). Additionally, if Tenant utilizes a portion of the Auditorium at the same time another tenant utilizes another portion of the Auditorium, the charges therefor will be
appropriately apportioned. Tenant shall have the right to use the Auditorium without paying the foregoing charge for the first two (2) times Tenant uses the Auditorium each calendar year. The
foregoing charge shall be "all-inclusive" and shall cover the costs of Landlord's supplying a customary number of employees to operate the media equipment, cleaning, air conditioning and
all other services within the customary scope of operation of the Auditorium. To the extent Tenant may request supplemental services outside of such scope, Tenant shall billed at Landlord's actual
cost therefore, without regard to whether Tenant is obligated to pay the $5000 charge.

(d)  All
media equipment in the Auditorium shall be operated by Landlord's employees or agents, provided that Tenant's employees shall have the right to be present during the
operation of the media equipment to ensure the confidentiality of all of Tenant's presentations and confidential information, and Landlord's employees or agents shall reasonably cooperate with
Landlord's employees to ensure such confidentiality.

(e)  The
Cafeteria shall be operated only by Landlord and Landlord's agents. For so long as Landlord maintains the Cafeteria in the Building, Tenant, its employees based at
the Building and their business guests will have the right to use the Cafeteria on the same basis as Landlord and Landlord agrees not to discriminate against Tenant in the use and enjoyment of, or
access to, the Cafeteria. In the event Landlord does not charge its employees for use of the Cafeteria, Landlord shall charge Tenant's employees the standard menu prices for Cafeteria food and
products. Landlord agrees to make available for purchase by Tenant's business visitors and employees "charge up" cards on the same basis as Landlord makes such cards available to Landlord's employees
and visitors by installing one or more "cash to card" machines outside the Cafeteria, Notwithstanding anything to the contrary in this

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Section 4.02(e), in no event shall the Cafeteria be made available to any construction workers performing work at the Building on behalf of Tenant or employees of Tenant not occupying portions
of the Premises. Landlord may establish from time to time reasonable rules and regulations for the operation of the Cafeteria.

(f)    If
Landlord utilizes the Concourse Space (as defined in the Over lease) as a conference center and makes this space available to other tenants in the Building for such
use, Tenant shall have the right, on a similar basis with other tenants, to such use of the Concourse Space.

Section 4.03.    Cable Television Connection.Landlord shall reasonably cooperate with Tenant in
enabling
Tenant's cable television provider to tap-in to the existing cable television risers at the Building for the purpose of bringing cable television service to the Premises, provided, that
(i) the identity of Tenant's service provider shall be reasonably acceptable to Landlord, (ii) the consent of the Building's existing cable service provider shall, to the extent
contractually or legally required, be obtained, (iii) Tenant shall be responsible for all costs incurred in connection therewith, (iv) Tenant's use of such risers shall not have an
adverse effect on any Building system and (v) the same does not cause any disruption in service to Landlord or other tenants at the Building.

Section 4.04.    Security.Landlord will furnish security for the common areas of the Building, the
procedures for which and type of security systems and personnel involved shall be determined by Landlord, it being understood and agreed that Landlord shall have no obligation to provide any security
services or systems to the Premises or to any area or system that is exclusively used by, or is exclusively available to, Tenant other than existing tap-in points to the Building's main
vertical sprinkler riser and existing class "E" life-safety system on each floor of the Premises, at Tenant's expense. Tenant, at Tenant's expense, shall be allowed to interface its
electronic security and life safety systems with the Building's systems so that Tenant will be able to trigger the Building's (i) security alarms through its security system (if the existing
security system, as modified, is capable of handling the same), and (ii) life safety system alarms through its life safety system (if the existing life safety system, as modified, is capable of
handling the same) provided that Tenant's systems (and the interfacing of the same with the Building's systems) are compatible with, and do not materially adversely affect, the Building's systems.
Landlord shall provide to Tenant employee access cards for the employees of Tenant located at the Building, the number of which Tenant estimates to be 500, it being understood that no employee shall
be permitted access to the Building without a valid and proper access card. The cost of up to the first 500 access cards issued prior to December 31, 2002 shall be borne by Landlord. Tenant
shall reimburse Landlord
for its actual cost of supplying any future access cards or any replacement cards. Subject to the alteration requirements set forth herein, Tenant shall have the right to install its own security
system within the Premises, including security cameras and an access system. Tenant shall provide Landlord with the means of entering the Premises and any areas within the Premises with restricted
access such that at all times throughout the term hereof, Landlord shall, at reasonable times and upon reasonable prior notice (except in the event of an emergency), be able to enter the Premises for
the purposes permitted hereby.

ARTICLE 5        Leasehold Improvements; Tenant Covenants

Section 5.01.    Initial Improvements.(a) Except to the extent expressly provided for herein including
all
work necessary to satisfy the Delivery Condition, the costs of which shall be borne by Landlord, all improvements, alterations and betterments (an
"Alteration") shall be performed by Tenant at Tenant's expense in accordance with the terms of this Article 5.

(b)  Tenant
may improve the Premises for Tenant's initial occupancy in accordance with detailed specifications and working drawings to be prepared by Tenant's engineers and
architects. The detailed specifications and working drawings are hereinafter referred to as "Tenant's Plans", and the work shown by the Tenant's Plans
is hereinafter referred to as"Tenant's Initial Improvements".

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(c)  Tenant
shall proceed forthwith to cause Tenant's Plans to be prepared by an architect licensed as such in the State of New York. Tenant's Plans, including structural and
mechanical drawings and specifications, shall be prepared at Tenant's sole cost and expense. Tenant shall submit five (5) sets of Tenant's Plans and two (2) CAD discs which shall contain
such Tenant's Plans in CAD format to Landlord for Landlord's approval. Landlord agrees to review Tenant's Plans and to approve the same or make written exceptions thereto within ten
(10) Business Days from the date of the submission of the plans. Landlord agrees not to unreasonably withhold or delay its approval of Tenant's Plans, and failure by Landlord to provide the
written exceptions within the ten (10) Business Day period aforesaid shall be deemed approval of Tenant's Plans. If Landlord disapproves Tenant's Plans, Tenant shall revise them and
re-submit them to Landlord for approval. Any disapproval given by Landlord shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those
portions of the plans so disapproved. Landlord shall advise Tenant within ten (10) Business Days following receipt of Tenant's revised plans of Landlord's approval or disapproval of the revised
plans or portions thereof, and shall set forth its reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove such revised plans within
such ten (10) Business Day period,
Landlord shall be deemed to have approved such revised plans or such portions thereof;provided, that five (5) Business Days prior to the
expiration of such ten (10) Business Day period, Tenant shall send a second notice to Landlord with the phrase "FAILURE TO APPROVE OR DISAPPROVE TENANT'S PLANS, AS
REVISED, WITHIN FIVE (5) DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF TENANT'S PLANS, AS REVISED" in bold lettering at the top of such notice. Any
dispute regarding the reasonableness of Landlord's withholding of its consent to Tenant's Plans shall be submitted to expedited arbitration pursuant to Section 9.19hereof. Upon approval by
Landlord of Tenant's Plans, Tenant shall submit the same to the New York City Department of Buildings for
approval and for issuance of a building permit to perform the Improvements. Landlord agrees, at Tenant's cost and expense, to cooperate with Tenant and Tenant's architect and engineer in providing
information needed for the preparation of Tenant's Plans, the application for a building permit and all other permits required for the Improvements, and to promptly execute all documents required to
be signed by Landlord. In addition, Landlord agrees to request that Overlandlord cooperate in the application for a building permit and other required permits to the extent required, and to request
that Overlandlord otherwise cooperate with the approval of, and installation of, Tenant's Initial Improvements to the extent required under the Overlease.

(d)  Tenant
agrees to hire a reputable general contractor, construction manager or subcontractors and materialmen (hereinafter
"Contractor(s)") to be approved by Landlord such approval not to be unreasonably withheld or delayed, (other than with respect to Contractors performing
connections to any Building systems which Contractors shall be those designated by Landlord provided such Contractors shall perform such work at market prices) to perform Tenant's Initial Improvements
in a good and workmanlike manner in accordance with (x) the approved Tenant's Plans and any material amendments or additions thereto approved by Tenant and Landlord and all municipal
authorities having jurisdiction;providedthat Landlord shall not unreasonably withhold or delay its approval of any such material amendments or
additions (it being agreed that Landlord's approval shall not be required for any amendments, additions, change orders or modifications to Tenant's Plans costing less than $100,000 unless the same
(i) affects the usage or the proper functioning of any of the Building systems or (ii) materially changes the scope of Tenant's Initial Improvements) and further provided, that, with
respect to any subsequent amendments, additions, change orders or modifications after Landlord's approval of Tenant's Plans, Landlord shall approve or disapprove of such changes within ten
(10) Business Days of the receipt of such changes (to the extent such approval of Landlord is required pursuant to thisSection 5.01(d))
from Tenant and (y) all provisions of Laws and any and all permits and other requirements specified by any ordinance, law or public regulation. Tenant shall cause the Contractor(s) to obtain
and maintain throughout the work, Workers' Compensation Insurance and New York State Disability Insurance in the amounts required under any applicable Laws and comprehensive general liability
insurance, including contractual liability coverage, in an amount of not less than

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$2 million combined single limit for bodily injury or death for any one occurrence, and for property damage, plus a $10 million umbrella policy; provided, however, that any subcontractor or
materialman shall only be required to carry such liability insurance as is being carried by prudent
subcontractors or materialmen within such trade at the time such subcontractor or materialman is being employed by Tenant or its Contractors. The liability coverage shall name Landlord and
Overlandlord as additional insured parties, and Tenant shall deliver to Landlord proper certificates of insurance confirming the coverages described above prior to commencement of Tenant's Initial
Improvements. If Tenant acts as its own General Contractor or Construction Manager, Tenant shall obtain and maintain such insurance. All Contractor(s) shall be members of a union affiliated with the
building trades in the City of New York that has jurisdiction over the Building and Tenant's Initial Improvements. Tenant shall pay Landlord, within thirty (30) days after being billed
therefor, the actual out of pocket fees and disbursements paid by Landlord to architects, engineers and other technical advisors, other than the
regular staff of Landlord for reviewing Tenant's Plans, provided such fees are commercially reasonable. Landlord has pre-approved those contractors, subcontractors and materialmen listed
on Exhibit K attached hereto, which such approval shall be effective for all purposes of both this Section 5.01 and Section 5.02 hereof. Landlord shall have the right, from time
to time, to withdraw a contractor, subcontractor or materialman from the pre-approved list for cause upon written notice to Tenant.

(e)  Landlord
shall pay to Tenant pursuant to Section 5(f) hereof Construction Costs (as hereinafter defined) for the Premises in an amount (the "Construction
Allowance") which shall not exceed $913,960.00. Tenant shall pay from its own funds, and Landlord shall have no obligation with respect to, (y) any and all costs which are not Construction
Costs and/or (z) any and all Construction Costs in excess of the Construction Allowance. As used in this Lease, the term "Construction Costs" means amounts actually incurred and paid by Tenant
and Tenant's contractors, subcontractors and vendors in connection with Tenant's Initial Improvements solely for the documented,bona fidecost of
(i) construction supplies and materials which are physically installed in and made a part of the Premises, including, without limitation, the documented,bona
fidecosts of carpeting, wall coverings, partitions, any electric meter or submeter, architectural and engineering fees and permit fees, and (ii) labor actually
performed within the Premises.

(f)    Provided
that no Event of Default shall have occurred and be continuing under this Lease, Landlord shall pay to Tenant the Construction Allowance upon written request
from Tenant and submission to Landlord of reasonably satisfactory evidence that Tenant has expended not less than the Construction Allowance in Construction Costs of Tenant's Initial Improvements, and
has provided to Landlord in form and substance reasonably satisfactory to Landlord a requisition therefor accompanied by a notarized certificate signed by Tenant's New York-licensed
architect certifying that all of Tenant's Initial Improvements which have been installed to date have been constructed and installed, in each instance substantially in accordance with the plans and
specifications therefor approved by Landlord. Within twenty (20) days after the making of the payment by Landlord, Tenant shall submit to Landlord, in form and substance reasonably satisfactory
to Landlord, written documentation (an "Advice") which shall:



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Section 5.02.    Alterations Generally.(a) Tenant shall make no Material Alterations without Landlord's
and, to the extent required pursuant to the terms of the Overlease, Overlandlord's prior written approval. Landlord shall have the right, from time to time, to promulgate reasonable Construction Rules
and Regulations governing the construction of improvements at the Building. Tenant shall comply with such Construction Rules and Regulations, provided, however, that in the event of any conflict
between the terms of such Construction Rules and Regulations and the terms of this Lease, the terms of this Lease shall govern. "Material Alteration"
means an Alteration that (i) is not limited to the interior of the Premises or which affects the exterior (including the appearance) of the Building, (ii) is structural and which in
Landlord's sole judgment adversely affects the structural integrity or the strength of the Building either during construction or upon completion, (iii) affects the usage or the proper
functioning of any of the base building systems provided by Landlord, (iv) requires the consent of any Superior Mortgagee or Superior Lessor, or (v) requires any governmental permits. In
no event shall Tenant have any right to install interior stairwells or a kitchen or other food preparation facility (other than pantries). Alterations shall not include (and Landlord's approval shall
not be required for) decorations, painting, wall papering, carpeting or the installation or removal of Tenant's Property or any other movable equipment, furniture, furnishings and other personal
property that is not affixed to the Premises. Tenant's Initial Improvements shall constitute Alterations for all purposes hereof, provided, however, that in the event of any conflict between this
Section 5.02 and Section 5.01 with respect to the Initial Improvements, the terms of Section 5.01 shall govern. Tenant shall be permitted to make improvements, changes or
alterations ("Minor Alterations") in or to the Premises which are not Material Alterations provided that prior to commencing performance of such Minor
Alterations Tenant shall submit to Landlord Alteration Plans therefor for Landlord's review. If Landlord notifies Tenant that Landlord objects to such Alteration Plans within five (5) Business
Days of receipt of such plans, Tenant shall discontinue the performance of such Minor Alterations until such plans are revised to satisfy Landlord's reasonable objections. Upon completion of any Minor
Alterations, Tenant shall submit to Landlord a set of completed as-built drawings reflecting such Minor Alterations. Tenant, in connection with any Alteration, shall comply with the Rules
and Regulations applicable thereto. Tenant shall not proceed with any Alteration unless and until Landlord approves Tenant's plans and specifications ("Alteration
Plans") therefor in writing. Landlord shall not unreasonably withhold its consent to any of Tenant's Alterations, provided, however, that Landlord may withhold its consent to
any Alteration described in clause (ii) of the definition of Material Alteration.

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(b)  Landlord shall have twenty (20) Business Days from the submission of Tenant's Alteration Plans with respect to Alterations other than the Initial Improvements to
approve or disapprove of such plans. If Landlord fails to approve or disapprove Tenant's Alteration Plans during such period, the same shall be deemed approved. If Landlord disapproves of Tenant's
Alteration Plans, such disapproval shall be accompanied by a statement in reasonable detail of the reasons for such disapproval, itemizing those portions of the plans so disapproved. Landlord shall
advise Tenant within thirty (30) days following the receipt of Tenant's revised plans of Landlord's approval or disapproval of the revised Alteration Plans or portions thereof and shall set
forth its reasons for any such further disapproval in writing. If Landlord fails to approve or disapprove such revised Alteration Plans within thirty (30) days following the receipt thereof,
Landlord shall be deemed to have approved such revised Alteration Plans;provided, that ten (10) days prior to the expiration of such thirty
(30) day period, Tenant shall send a second notice to Landlord with the phrase"FAILURE TO APPROVE OR DISAPPROVE ALTERATION PLANS, AS REVISED, WITHIN TEN
(10) DAYS AFTER THE DATE HEREOF SHALL RESULT IN THE DEEMED APPROVAL OF ALTERATION PLANS, AS REVISED"in bold lettering at the top of such notice. Any dispute regarding
the reasonableness of Landlord's withholding of its approval to Tenant's Alteration Plans may be submitted to expedited arbitration by either party pursuant to Section 9.19of this Lease. Any
review or approval by Landlord of Tenant's Alteration Plans is solely for Landlord's benefit, and without any
representation or warranty to Tenant with respect to the adequacy, correctness or efficiency thereof, its compliance with Laws or otherwise. Any dispute regarding the reasonableness of Landlord's
withholding of its consent to Tenant's Plans shall be submitted to expedited arbitration pursuant toSection 9.19hereof. Upon approval by
Landlord of Tenant's Plans, Tenant shall submit the same to the New York City Department of Buildings for approval and for issuance of a building permit to perform the Improvements. Landlord agrees,
at Tenant's cost and expense, to cooperate with Tenant and Tenant's architect and engineer in providing information needed for the preparation of Tenant's Plans, the application for a building permit
and all other permits required for the Improvements, and to promptly execute all documents required to be signed by Landlord.

(c)  Tenant
shall pay to Landlord within thirty (30) days of receipt of Landlord's invoice therefor Landlord's reasonable, actual out-of-pocket
costs and expenses paid to architects, engineers and other technical advisors by Landlord or any Superior Lessor or Superior Mortgagee for reviewing Tenant's Alteration Plans and inspecting
Alterations.

(d)  Within
a reasonable time after the completion of any Alteration in accordance with the terms ofSection 5.01or Section 5.02Tenant shall submit to
Landlord (x) proof evidencing the payment in full for said Alteration, (y) written
unconditional lien waivers of mechanics' liens and other liens on the Project from all contractors performing said Alteration and (z) all submissions required pursuant to Laws.

(e)  Tenant
shall obtain (and furnish copies to Landlord of) all necessary governmental permits and certificates for the commencement and prosecution of Alterations and for
final approval thereof upon completion, and shall cause Alterations to be performed in compliance therewith, and in compliance with all Laws and with the Alteration Plans approved (or deemed approved)
by Landlord. Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the then standards for the Building
reasonably established by Landlord. Alterations shall be performed by contractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed); provided, that any
Alterations which involve performing connections to any Building system shall be performed only by the contractor(s) designated by
Landlord, which contractors shall perform such work at market prices. The performance of any Alteration shall not be done in a manner which would violate Landlord's union contracts affecting the
Project, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall

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immediately stop the performance of any Alteration if Landlord notifies Tenant that continuing such Alteration would violate Landlord's union contracts affecting the Project, or create any work
stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building.

(f)    Throughout
the performance of Alterations other than Alterations constituting Tenant's Initial Improvements, as to which the terms of Section 5.01 shall govern,
Tenant shall carry, or shall cause its contractors to carry, worker's compensation insurance in statutory limits, "all risk" Builders Risk coverage and general liability insurance, with completed
operation endorsement, for any occurrence in or about the Project, under which Landlord and its agent and any Superior Lessor and Superior Mortgagee whose name and address have been furnished to
Tenant shall be named as parties insured, in such limits as Landlord may reasonably require, with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with evidence that such
insurance is in effect at or before the commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations.

(g)  Should
any mechanics' or other liens be filed against any portion of the Project by reason of the acts or omissions of, or because of a claim against, Tenant or anyone
claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) days after notice from Landlord. If Tenant shall
fail to cancel or discharge said lien or liens within said twenty (20) day period, Landlord may cancel or discharge the same and, upon Landlord's demand, Tenant shall reimburse Landlord for all
costs incurred in canceling or discharging such liens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by Tenant, such reimbursement to be
made within twenty (20) days after receipt by Tenant of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all
costs (including, without limitation, reasonable attorneys' fees and disbursements and costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including,
without limitation, any mechanics' or other liens asserted in connection with such Alteration.

(h)  Tenant
shall deliver to Landlord, within 60 days after the completion of an Alteration, five (5) sets of "as-built" drawings thereof and two
(2) CAD discs which shall contain such "as-built" drawings in CAD
format. During the Term, Tenant shall keep records of Material Alterations including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily
maintained in the real estate business relating to Alterations and the cost thereof and shall, within 30 days after demand by Landlord, furnish to Landlord copies of such records.

(i)    All
Alterations to and Fixtures installed by Tenant in the Premises shall be fully paid for by Tenant in cash and shall not be subject to conditional bills of sale,
chattel mortgages, or other title retention agreements.

(j)    Tenant,
at its sole cost and expense, shall have the right to have an uninterruptible power system ("UPS") installed
within the Premises provided that (i) Tenant shall use experienced and qualified contractors (each subject to Landlord's reasonable approval) to install, maintain, replace or remove the UPS,
(ii) any such installation, replacement, removal or use shall be reasonably approved by Landlord, (iii) Tenant shall be responsible for all costs incurred in connection therewith,
(iv) Tenant's installation of UPS shall not have an adverse effect on the Building or be in violation of applicable Laws, and (v) Tenant shall be responsible for reinforcing the floor,
if required, and for restoring the Premises to their original condition upon expiration or termination of the Lease.

(k)  Tenant
shall have the right to install louvered windows on the 24th Street side of the Building in a location reasonably designated by Landlord after
consultation with Tenant for the purpose of fresh air intake, provided Tenant has otherwise complied with all terms of this Lease applicable to such

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Alteration and provided that such louvered windows shall not constitute, in the aggregate, more than thirty (30) square feet of window space.

Section 5.03.    Landlord's and Tenant's Property.(a) All fixtures, equipment, improvements and
appurtenances attached to or built into the Premises, whether or not at the expense of Tenant (collectively, "Fixtures"), shall be and remain a part of
the Premises and shall not be removed by Tenant, unless such Fixtures are replaced. All Fixtures constituting Improvements and Betterments shall be the property of Tenant during the Term and, upon
expiration or earlier termination of this Lease, shall become the property of Landlord. All Fixtures other than Improvements and Betterments shall, upon installation, be the property of Landlord.
"Improvements and Betterments" means (i) all Fixtures, if any, installed at the expense of Tenant, whether installed by Tenant or by Landlord
(i.e., excluding any Fixtures paid for by Landlord directly or by way of an allowance) and (ii) all carpeting in the Premises.

(b)  All
movable partitions, business and trade fixtures, machinery and equipment, and all furniture, furnishings and other articles of movable personal property owned by
Tenant and located in the Premises (collectively, "Tenant's Property") shall be and shall remain the property of Tenant and may be removed by Tenant at
any time during the Term;provided, that if any Tenant's Property is removed, Tenant shall repair any damage to the Premises or to the Building
resulting from the installation and/or removal thereof.

(c)  At
or before the Expiration Date or any earlier termination of this Lease, Tenant, at Tenant's expense, shall remove Tenant's Property from the Premises (except such
items thereof as Landlord shall have expressly permitted to remain, which shall become the property of Landlord), and Tenant shall repair any damage to the Premises or the Building resulting from any
installation and/or removal of Tenant's Property. Any items of Tenant's Property which remain in the Premises after the Expiration Date or any earlier termination of this Lease, may, at the option of
Landlord, be deemed to have been abandoned, and may be retained by Landlord as its property or disposed of by Landlord, without accountability, in such manner as Landlord shall determine, at Tenant's
expense.

(d)  Landlord
shall advise Tenant at the time it approves Tenant's plans therefore whether Landlord will require Tenant, notwithstanding Section 5.03(a), to remove all or any Fixtures, Improvements and
Betterments, including without being limited to, kitchens, vaults, safes and
interior stairwells, but expressly excluding raised flooring;provided, however, that Tenant shall not be required to remove any improvements that are
solely decorative work or constitute a standard office installation. If Landlord shall have so advised Tenant, then Tenant, at Tenant's expense, prior to the Expiration Date or, in the case of an
earlier termination of this Lease, within 15 days after the giving of such notice by Landlord shall remove the same from the Premises, shall repair and restore the Premises to the condition
existing prior to installation thereof and shall repair any damage to the Premises or to the Building due to such removal.

Section 5.04.    Access and Changes to Building.(a) Subject to the terms of subsection (d) below,
Landlord
reserves the right, at any time, to make changes in or to the Project as Landlord may deem necessary or desirable, and Landlord shall have no liability to Tenant therefor, provided that after such
change access to the Premises is reasonably equivalent to that which existed prior to such change, it being agreed that the "reasonably equivalent" standard shall not apply if such changes are made in
order to comply with Laws, does not affect the nature of the Project and does not eliminate any of the specific benefits granted to Tenant under this Lease. Landlord may install and maintain pipes,
fans, ducts, wires and conduits within or through the walls, floors or ceilings of the Premises;provided, that if there are no dropped ceilings in any
of the floors of the Premises, such pipes, fans, ducts, wires and conduits shall be installed in a manner consistent with any other exposed elements. Any restoration or repair to the Premises
necessitated by such work by Landlord shall be promptly performed by Landlord at Landlord's cost and in a good and workmanlike manner. In exercising its rights under this

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Section 5.04, Landlord shall use reasonable efforts to (1) minimize any interference with Tenant's use of the Premises for the ordinary conduct of Tenant's
business and (2) to not reduce the size of the Premises except to a de minimis extent. In the event that the floor space in any floor in the Premises is reduced by more than 300 square feet and
the change which caused such reduction did not benefit Tenant, the Fixed Rent and Additional Charges for such floor shall be proportionately reduced. Tenant shall not have any easement or other right
in or to the use of any door or any passage or any concourse or any plaza connecting the Building with any subway or any other building or to any public conveniences, and the use of such doors,
passages, concourses, plazas and conveniences may, without notice to Tenant, be regulated or discontinued at any time by Landlord, but Landlord shall not discriminate against Tenant in regulating or
discontinuing such use.

(b)  Except
for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, all of the Building, including, without
limitation, exterior Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for
shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Premises, are reserved to
Landlord and are not part of the Premises. Landlord reserves the right to name the Building to change the name or address of the Building at anytime and from time to time.

(c)  Landlord
shall have no liability to Tenant if at any time any windows of the Premises are either temporarily darkened or obstructed by reason of any repairs,
improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed if required by Law) or covered by any translucent material for the purpose of energy
conservation, or if any part of the Building, other than the Premises, is temporarily or permanently closed or inoperable;provided, that if the same
adversely affects Tenant's use and occupancy of the Premises, Landlord shall only have the right to do so if required by Law. If at any time the windows of the Premises are temporarily closed,
darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements with reasonable diligence as are reasonably required to restore the same and, unless
such condition has been imposed pursuant to Law, Landlord shall use reasonable efforts to minimize the period of time during which such windows are temporarily closed, darkened or bricked up.

(d)  Landlord
and persons authorized by Landlord shall have the right, at reasonable times and upon reasonable advance notice to Tenant (except in an emergency), to enter the
Premises (together with any necessary materials and/or equipment), to inspect or perform such work as Landlord may reasonably deem necessary or to allow Overlandlord to exhibit the Premises to
prospective purchasers or others and, during the last 24 months of the Term, to exhibit to prospective tenants, or for any other purpose as Landlord may deem necessary or desirable. Landlord
shall use reasonable efforts not to interfere with Tenant's use and occupancy of the Premises in connection with the exercise of Landlord's rights under this Section 5.04(d). To the extent that
Tenant has designated portions of the Premises as "secured areas," except in cases of emergency, Landlord
shall not enter into such areas unless accompanied by an employee of Tenant. Subject to the foregoing, Landlord shall have no liability to Tenant by reason of any such entry. Landlord shall not be
required to make any improvements or repairs of any kind or character to the Premises during the Term, except as otherwise set forth in this Lease. Any work performed or installations made pursuant to
this Section shall be made with reasonable diligence, and Landlord shall use due diligence to repair any damage to the Premises or Tenant's Property as a result of such work or installations.

Section 5.05.    Repairs.(a) Tenant shall keep the Premises (including, without limitation, all
Fixtures)
in good condition and, upon expiration or earlier termination of the Term, shall, subject to the terms and conditions ofSection 5.03(d)herein,
surrender the same to Landlord in the same condition as when first occupied, reasonable wear and tear and damage by fire or other casualty excepted. Tenant's obligation shall include, without
limitation, the obligation to repair all damage

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caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Premises or anywhere in the Building, subject to Section 8.03. Any maintenance,
repair or replacement to the windows (including, without limitation, any solar film attached thereto), the
Building systems, the Building's structural components or any areas outside the Premises and which is Tenant's obligation to perform shall be performed by Landlord at Tenant's expense (which expense
shall be equal to Landlord's actual out-of-pocket costs, which shall be commercially reasonable). Tenant shall not commit or allow to be committed any waste or damage to any
portion of the Premises or the Building,

(b)  Landlord
shall at all times operate and maintain the Building, including all Major Building Equipment servicing the Premises, in accordance with the standards that are
customarily followed in the operation and maintenance of First-Class Office Buildings (as defined in the Overlease) (the "Standard").

(c)  Landlord
shall use reasonable efforts to minimize interference with Tenant's use and occupancy of the Premises in making any repairs, alterations, additions or
improvements to the Building or in the cleaning and maintenance thereof;provided,however, that
Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever, except that
Landlord, at its expense shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make any repair required to be made by it hereunder to remedy
any condition that either (i) results in a denial of access to the Premises and/or (ii) except in the case of a fire or other casualty, precludes Tenant from conducting its business from
more than thirty percent (30%) of the Premises. In all other cases, at Tenant's request, Landlord shall employ contractors or labor at so-called overtime or other premium pay rates and
incur any other overtime costs or expenses in making any repairs, alterations, additions or improvements to the extent it is practicable to do so, and Tenant shall pay to Landlord, as additional rent,
within twenty (20) days after demand, an amount equal to the difference between the overtime or other premium pay and straight time pay.

Section 5.06.    Compliance with Laws/Compliance Language.(a) Tenant shall comply with all laws,
ordinances, rules, orders and regulations (present, future, ordinary, extraordinary, foreseen or unforeseen) of any governmental, public or quasi-public authority and of the New York Board of
Underwriters, the New York Fire Insurance Rating Organization and any other entity performing similar functions, at any time duly in force (collectively
"Laws"), attributable to any work, installation, occupancy, particular use or particular manner of use (as opposed to mere "office" use) by Tenant of
the Premises or any part thereof. Nothing contained in thisSection 5.06shall require Tenant to make any structural changes unless the same are
necessitated by reason of Tenant's particular manner of use of the Premises or the particular use by Tenant of the Premises for purposes other than normal and customary ordinary office purposes. A
copy of the Certificate of Occupancy for the Building is attached hereto as Exhibit L. Landlord represents that such Certificate of Occupancy is in full force and effect. Except for the
Certificate of Occupancy, Tenant shall procure and maintain all licenses and permits required for its business. Nothing contained herein shall be deemed or be construed as a submission by Tenant to
the application to itself of any such Laws.

(b)  Except
to the extent the same is Tenant's responsibility pursuant toSection 5.06(a)above or elsewhere in this
Lease, Landlord shall comply with all Laws in effect as of the Possession Date applicable to the common areas of the Building generally made available to tenants of the Building, but only if Tenant's
use of the Premises shall be materially and adversely affected by non-compliance therewith, subject to Landlord's right to contest the applicability or legality of such Laws.

(c)  Tenant,
at its sole cost and expense and after reasonable, written notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith,
the legality or applicability of any Laws affecting the Premises and with which it is obligated to comply pursuant toSubsection (a)

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above, provided that (a) Landlord shall not be subject to imprisonment or to prosecution for a crime, nor shall the Project or any part there of be subject to being condemned or vacated, nor
shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended by reason of non-compliance or by reason of such contest; (b) such
non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any Superior Mortgage or Superior
Lease; (c) Tenant shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance, and
(d) Tenant shall keep Landlord regularly advised as to the status of such proceedings. Landlord agrees that it shall reasonably cooperate with Tenant's efforts to contest the validity or
applicability to the Premises of any Laws;providedthat (i) the provisions of clauses (a) through (d) of this Section shall be
complied with and (ii) Landlord shall not incur any expense or liability in connection therewith.

(d)  Tenant
shall not use or dispose of any Hazardous Materials in the Premises. "Hazardous Materials" as used herein, shall
mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, as defined by any Federal, state or local environmental law, ordinance,
rule or regulation, including, without limitation, the Comprehensive Environmental Response Liability Act, as amended, the Resource Conservation and Recovery Act, as amended, and in the regulations
adopted and publications promulgated pursuant to each of the foregoing, except that the term "Hazardous Materials" shall not include any such materials in amounts typically found in office buildings
of a similar age and character as the Buildings, including asbestos and asbestos containing materials. Landlord shall also deliver to Tenant an ACP-5 certificate covering the Premises.
Landlord represents and warrants to Tenant that, to its knowledge, on the date hereof the Premises are not in violation of the Comprehensive Environmental Response Compensation and Liability Act of
1980 with respect to Hazardous Materials. Landlord shall enforce the obligations of Overlandlord with respect to asbestos removal in the Premises pursuant to Section 28.10 of the Overlease and
Tenant shall be entitled to the benefits thereof to the extent they affect the Premises.

(e)  Landlord
represents and warrants the Premises, including restrooms, currently comply with Title III of the Americans With Disabilities Act (42 U.S.C. § 12101
et seq.hereinafter the "ADA"). If any Alterations made to the Premises after the Commencement Date of the Lease by Tenant or Tenant's
representatives or Tenant's use of the Premises necessitate Alterations to the Premises to make the Premises ADA compliant, all costs and expenses associated with such ADA compliance shall be borne by
Tenant.

Section 5.07.    Tenant Advertising.Tenant shall not use, and shall cause each of its Affiliates not to
use, the name or likeness of the Building or the Project in any advertising (by whatever medium) without Landlord's consent, but shall be permitted to use the address of the Building for such
purposes.

Section 5.08.    Right to Perform Tenant Covenants.If Tenant fails to perform any of its obligations
under
this Lease, Landlord, any Superior Lessor or any Superior Mortgagee (each, a "Curing Party") may perform the same at the expense of Tenant
(a) immediately and without notice in the case of emergency or in case such failure unreasonably interferes with the use of space by any other tenant in the Building or adversely affects the
efficient operation of the Building or may result in a violation of any Law or in a cancellation of any insurance policy maintained by Landlord and (b) in any other case if such failure
continues beyond any applicable grace period. If a Curing Party performs any of Tenant's obligations under this Lease, Tenant shall pay to Landlord (as Additional Charges) the costs thereof, together
with interest at the Interest Rate from the date incurred by the Curing Party until paid by Tenant, within twenty (20) days after receipt by Tenant of a statement as to the amounts of such
costs. If the Curing Party effects such cure by bonding any lien which Tenant is required to bond or otherwise discharge, Tenant shall obtain and substitute a bond for the Curing Party's bond and
shall reimburse

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the Curing Party for the cost of the Curing Party's bond. "Interest Rate" means the lesser of (i) the Base Rate plus 2% per annum or
(ii) the maximum rate permitted by law.

ARTICLE 6        Assignment and Subletting

Section 6.01.    Assignment; Etc.(a) Subject to Section 6.02, and except as otherwise provided in this Article, neither this Lease nor the term and estate hereby granted, nor any part hereof or
thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Premises, nor any part thereof, shall
be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other
sums receivable by Tenant under any sublease of all or any part of the Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. The dissolution or direct or indirect
transfer of control of Tenant (however accomplished including, by way of example, the admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in
distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this Lease
regardless of whether the transfer is made by one or more transactions occurring over a twenty-four (24) month period (provided that if any such transactions made subsequent to such
twenty-four (24) month period are made pursuant to a plan designed to effect such transfer over an extended period of time, the same shall be deemed to have been made during the
twenty-four (24) month period), or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person
or entity becomes responsible for all or a portion of Tenant's obligations under this Lease shall be deemed an assignment of this Lease or a sublease, as the case may be. Except as provided in Section, 6.02(d)herein, no assignment or other transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion
of the Premises shall relieve Tenant of its liability under this Lease or of the obligation to obtain Landlord's prior consent to any further
assignment, other transfer or subletting. Any attempt to assign this Lease or sublet all or any portion of the Premises in violation of this Article 6shall be null and void. If Tenant shall become
a publicly held entity, the sale or transfer of shares or issuance of new shares of
Tenant shall not require the consent of Landlord, shall be permitted under this Lease and shall not be deemed a transfer or an assignment hereunder if such transfer or sale is effected through the
"over-the-counter market" or through any recognized stock exchange.

(A)  NotwithstandingSection 6.01(a), without the consent of Landlord and without being subject to Sections 6.02,6.03or6.05of this Lease but subject to
the requirements of the Overlease, this Lease may be assigned to (i) an entity with which Tenant is merged or with which Tenant is consolidated, (ii) an entity which succeeds to Tenant,
or (iii) a purchaser, or other transferee, directly or indirectly, of (x) all or substantially all of Tenant's assets or (y) stock or interests in Tenant constituting Control of
Tenant whether accomplished in a single transaction or a series of transactions (such entity, purchaser or other transferee being referred to herein as a "Successor
Entity");providedthat (A) Landlord shall have received a notice of such assignment from Tenant, (B) the assignee
assumes by written instrument reasonably satisfactory to Landlord all of Tenant's obligations under this Lease, except with respect to a deemed assignment described in clause (B)(ii)(y) above,
(C) such assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee shall have, or the guarantor of the Lease pursuant to a
guaranty in form and substance reasonably acceptable to Landlord shall have, an aggregate net worth reasonably acceptable to Landlord (it being agreed that a net worth equal to 90% of the net worth of
Tenant on the date hereof shall be deemed to be reasonably satisfactory, other than with respect to a Successor Entity, whose net worth shall be deemed to be reasonably satisfactory if such Successor
Entity has a net worth equal to or greater than

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$500,000,000.00), except with respect to a deemed assignment described in clause (B)(ii)(y) above, in which such event the net worth tests described above shall have to be met by Tenant, which
shall continue to remain the legal holder of the tenant's interest in this Lease.

(b)  Notwithstanding Section 6.01(a), without the consent of Landlord and without Tenant being subject to the
requirements ofSection 6.02,6.03or6.05of
this Lease, Tenant may, subject to the requirements of the Overlease, assign this Lease or sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (x) Landlord shall have
received a notice of such assignment or sublease from Tenant; and (y) in the case of any such
assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) the assignee assumes by written instrument reasonably
satisfactory to Landlord all of Tenant's obligations under this Lease. "Affiliate" means, as to any designated person or entity, any other person or
entity which controls or is controlled by, such designated person or entity. "Control" (and with correlative meaning, "controlled by" and "under common
control with") means ownership and control by Tenant, directly or indirectly, of 51% or more of the stock, partnership interests or other beneficial ownership interests of the entity in question and
the power to direct the management and affairs of such entity. If at any time this Lease is assigned or sublet to an Affiliate of Tenant and such Affiliate ceases thereafter to be controlled by
Tenant, the same shall constitute an assignment of this Lease and be subject to the terms hereof.

Section 6.02.    Landlord's Option Right.(a) If Tenant desires to assign this Lease or sublet all or a
portion of the Premises (other than in accordance withSections 6.0 (b) or 6.01(c)), Tenant shall give to Landlord notice
("Tenant's Offer Notice") thereof, specifying (i) in the case of a proposed subletting, the location
of the space to be sublet and the proposed terms of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant's good faith offer of the consideration Tenant
desires to receive or pay for such assignment or (B) in the case of a proposed subletting, Tenant's good faith offer of the fixed annual rent which Tenant desires to receive for such proposed
subletting (assuming that a subtenant will pay for Taxes, expense escalations and electricity as described inArticle 3herein in the same
manner, and utilizing the same base year or base amount, as Tenant pays for such amounts under this Lease) and (iii) the proposed assignment or sublease commencement date.

(b)  Tenant's
Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at Landlord's option, (i) sublease such
space from Tenant or (ii) have this Lease assigned to it or terminate this Lease, provided that if the proposed transaction is (x) an assignment or (y) a sublease of all or
substantially all of the Premises for all or substantially all of the remainder of the Term or (z) a sublease of a portion of the Premises which, when aggregated with other subleases then in
effect, covers all or substantially all of the Premises for all or substantially all of the remainder of the Term, Landlord's option shall be limited to having this Lease assigned to it or to
terminating this Lease (any such space being referred to as the "Recapture Space"). Said option may be exercised by Landlord by notice to Tenant within
60 days after a Tenant's Offer Notice, together with all information required pursuant toSection 6.02(a), has been given by Tenant to
Landlord.

(c)  If
Landlord exercises its option underSection 6.02(b)(ii)to terminate this Lease, then this Lease shall
terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant's Offer Notice, all Rent shall be paid and apportioned to such date and the date of such
termination shall be deemed the Expiration Date for all purposes of this Lease.

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(d)  If Landlord exercises its option underSection 6.02(b)(ii)to have this Lease assigned to it (or its designee),
then Tenant shall assign this Lease to Landlord (or Landlord's designee) by an assignment in form and substance reasonably satisfactory to Landlord, effective on the proposed assignment or sublease
commencement date specified in the applicable Tenant's Offer Notice. If Landlord exercises its option to take an assignment of this Lease as it relates to the Recapture Space, Tenant shall be released
from Tenant's obligations under this Lease arising from and after the date of such assignment. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord's designee) in
connection with any such assignment. If the Tenant's Offer Notice provides that Tenant will pay any consideration or grant any concessions in connection with the proposed assignment, then Tenant shall
pay such consideration and/or grant any such concessions to Landlord (or Landlord's designee) on the date Tenant assigns this Lease to Landlord (or Landlord's designee).

(e)  [INTENTIONALLY
OMITTED]

(f)    If
Landlord exercises its option underSection 6.02(b)(i)to sublet the Premises, such sublease to Landlord
or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord at the lower of (i) the rental rate per rentable square foot of Fixed Rent and Additional
Charges then payable pursuant to this Lease or (ii) the rental set forth in the applicable Tenant's Offer Notice with respect to such sublet space, and shall be for the term set forth in the
applicable Tenant's Offer Notice, and:



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(g)  In
the case of any proposed sublease requiring Landlord's consent under this Article 6, Tenant shall not sublet any space to a third party at a rental which is
less (on a per rentable square foot basis) than 92.5% of the rental (on a per rentable square foot basis) specified in Tenant's Offer Notice with respect to such space, without complying once again
with all of the provisions of thisSection 6.02and re-offering such space to Landlord at such lower rental. In the case of a
proposed assignment, Tenant shall not assign this Lease to a third party where Tenant pays consideration greater than 7.5% more or grants a greater concession to such third party for such assignment
than the consideration offered to be paid or concession offered to be granted to Landlord in Tenant's Offer Notice without complying once again with all of the provisions of this Section 6.02and
re-offering to assign this Lease to Landlord and paying such consideration or grant such concession to Landlord.

(h)  If
Landlord fails to respond to Tenant's Offer Notice within 60 days after the receipt of such Tenant's Offer Notice, together with all information required
pursuant toSection 6.02(a)has been given by Tenant to Landlord, Landlord shall be deemed to have declined Tenant's offer; provided, that
15 days prior to the expiration of such 60-day period, Tenant shall send a second notice to Landlord with the phrase
"FAILURE TO RESPOND ON OR BEFORE THE 15TH DAY AFTER THE GIVING OF THIS NOTICE SHALL BE DEEMED TO BE A WAIVER OF LANDLORD'S OPTION RIGHT UNDER SECTION 5.02 OF THE
LEASE" in bold lettering at the top of such notice.

Section 6.03.    Assignment and Subletting Procedures.(a) If Tenant delivers to Landlord a Tenant's
Offer
Notice with respect to any proposed assignment of this Lease or subletting of all of the Premises and Landlord does not timely exercise any of its options under Section 6.02, and Tenant thereafter
desires to assign this Lease or sublet the Premises as specified in Tenant's Offer Notice, Tenant shall
notify Landlord (a "Transfer Notice") of such desire, which notice shall be accompanied by (i) a statement of the material terms and conditions
of the proposed subletting or assignment, as the case may be, the effective date of which shall be at least 30 days after the giving of the Transfer Notice, (ii) a statement setting
forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect
to the proposed assignee or subtenant, including, without limitation, its most recent financial statement or other evidence of proposed entity's creditworthiness and (iv) such other information
as Landlord may reasonably request (provided such request is made within fifteen (15) days of Landlord's receipt of the Transfer Notice), and Landlord's consent to the proposed assignment or
sublease shall not be unreasonably withheld, provided that:



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(b)  If
Landlord's consent to a proposed assignment or sublease is required under thisArticle 6and Landlord so
consents (or is deemed to have consented) and Tenant thereafter fails to execute and deliver the assignment or sublease to which Landlord consented within 75 days (or if such request is made
pursuant to subsection (d) below, within 90 days) after the giving of such consent, then Tenant shall again comply with this Article 6before assigning this Lease or subletting all or
part of the Premises.

(c)  If
Landlord fails to respond to a Transfer Notice within 15 Business Days (or if such request is made pursuant to subsection (d) below, within 60 days)
after such Transfer Notice, together with all information required pursuant toSection 6.03(a)has been given by Tenant to Landlord, Landlord
shall be deemed to have consented to such proposed assignment or subletting;provided, that 5 Business Days prior to the expiration of such 15 Business
Day period (or if such request is made pursuant to subsection (d) below, within 60 days), Tenant shall send a second notice to Landlord with the phrase "FAILURE
TO RESPOND WITHIN TEN (10) DAYS AFTER THE DATE HEREOF SHALL BE DEEMED CONSENT TO THE ASSIGNMENT OR SUBLETTING PROPOSED IN TENANT'S TRANSFER NOTICE" in bold lettering at
the top of such notice.

(d)  If
Tenant delivers to Landlord a Transfer Notice, together with all information required underSection 6.03(a)above, at the same time that Tenant delivers Tenant's Offer Notice, together with all information required underSection 6.02(a)above, then
Landlord shall either (i) exercise its options underSection 6.02or (ii) approve or deny Tenant's request to assign this Lease or
sublet the Premises under the provisions ofSection 6.03within 60 days after Tenant's Offer Notice, together with all information
required pursuant toSection 6.02(a)and the Transfer Notice, together with all information required pursuant to Section 6.03(a), have been given
by Tenant to Landlord. If Landlord fails to respond within 60 days after receiving Tenant's Offer Notice,
together with all information required pursuant toSection 6.02(a)and the Transfer Notice, together with all information required pursuant to Section 6.03(b),Landlord shall be deemed to have consented to such proposed assignment or subletting;provided, that 15 days prior to the expiration of such 60-day period, Tenant shall send a second notice to Landlord with the phrase
"FAILURE TO RESPOND SHALL BE DEEMED TO BE A WAIVER OF LANDLORD'S OPTION RIGHT UNDER SECTION 6.02 OF THE LEASE AND CONSENT TO THE ASSIGNMENT OR SUBLETTING PROPOSED IN TENANT'S
TRANSFER

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NOTICE (SUCH TENANT'S OFFER NOTICE AND TRANSFER NOTICE HAVING BEEN DELIVERED SIMULTANEOUSLY)" in bold lettering at the top of such notice.

Section 6.04.    General Provisions.(a) If this Lease is assigned, whether or not in violation of this
Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may,
after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected against Rent,
but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions ofSection 6.01(a), or the
acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant's obligations under this Lease.

(b)  No
assignment or transfer shall be effective until the assignee delivers to Landlord (i) evidence that the assignee, as Tenant hereunder, has complied with the
requirements ofSections 8.02and8.03and (ii) an agreement in form and substance reasonably
satisfactory to Landlord whereby the assignee assumes Tenant's obligations under this Lease.

(c)  Notwithstanding
any assignment or transfer, whether or not in violation of this Lease, and notwithstanding the acceptance of any Rent by Landlord from an assignee,
transferee, or any other party, other than with respect to any assignment or sublease to Landlord or its designee pursuant toSection 6.02the
original named Tenant and each successor Tenant shall remain fully liable for the payment of the Rent and the performance of all of Tenant's other obligations under this Lease. The joint and several
liability of Tenant and any immediate or remote successor in interest of Tenant shall not be discharged, released or impaired in any respect by any agreement made by Landlord extending the time to
perform, or otherwise modifying, any of the obligations of Tenant under this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of Tenant under this Lease.

(d)  Each
subletting by Tenant shall be subject to the following:



(e)  Each
sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, in whole or in part, without
Landlord's consent, which shall not be unreasonably withheld and shall be granted or denied in accordance with the standards applicable to an assignment or subletting by Tenant which requires
Landlord's consent provided that any sublease requiring Landlord's consent hereunder may only be further sublet one time without complying with all of the terms and conditions of this Article 6including, without limitation,Section 6.02and Section 6.05which for purposes of thisSection 6.04(e)shall be deemed to be

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appropriately modified to take into account that the transaction in question is an assignment of the sublease or a further subletting of the space demised under the sublease, as the case may be.

(f)    Tenant
shall not publicly advertise the availability of the Premises or any portion thereof as sublet space or by way of an assignment of this Lease, without first
obtaining Landlord's consent, which consent shall not be unreasonably withheld or delayed provided that Tenant shall in no event advertise the rental rate or any description thereof.

Section 6.05.    Assignment and Sublease Profits.(a) If the aggregate of the amounts payable as Fixed
Rent
and as Additional Charges on account of Taxes and electricity by a subtenant under a sublease of the Premises and the amount of any Other Sublease Consideration payable to Tenant by such subtenant,
whether received in a lump-sum payment or otherwise, shall be in excess of Tenant's Basic Cost therefor at that time then, promptly after the collection thereof, Tenant shall pay to
Landlord in monthly installments as and when collected, as Additional Charges, 50% of such excess. Tenant shall deliver to Landlord within 60 days after the end of each calendar year and within
60 days after the expiration or earlier termination of this Lease a statement specifying each sublease in effect during such calendar year or partial calendar year, the rentable area demised
thereby, the term thereof and a computation in reasonable detail showing the calculation of the amounts paid and payable by the subtenant to Tenant, and by Tenant to Landlord, with respect to such
sublease for the period covered by such statement. "Tenant's Basic Cost" for sublet space at any time means the sum of (i) the portion of the
Fixed Rent and Additional Charges which is attributable to the sublet space, plus (ii) the amount payable by Tenant on account of electricity in respect of the sublet space, plus
(iii) the amount of any tenant allowance payable to the subtenant and any costs reasonably incurred by Tenant in making changes in the layout and finish of the sublet space for the subtenant
and the then net unamortized or undepreciated cost of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal property included in the subleased premises, plus
(iv) the amount of any reasonable brokerage commissions and reasonable legal fees (including those of Tenant's in-house counsel) and other reasonable and customary
out-of-pocket expenses paid by Tenant in connection with the sublease. "Other Sublease Consideration" means all sums paid for
the furnishing of services by Tenant and the sale or rental of Tenant's fixtures,
leasehold improvements, equipment, furniture or other personal property less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of
Tenant's federal income tax returns.

(b)  Upon
any assignment of this Lease, Tenant shall pay to Landlord 50% of the Assignment Consideration received by Tenant for such assignment, after deducting therefrom
customary and reasonable closing expenses which shall include commissions and legal fees (including those of Tenant's in-house counsel). "Assignment
Consideration" means an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, without limitation,
sums paid for the furnishing of services by Tenant and the sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property conveyed or
otherwise made available to such assignee, less the then net unamortized or undepreciated cost thereof determined on the basis of Tenant's federal income tax returns).

Section 6.06.    Assignor Cure Rights.

If
this Lease shall have been assigned by Tenant (other than to an Affiliate of Tenant), Landlord shall give the initially named Tenant (the "Tenant
Assignor"), a copy of each notice of default given by Landlord to the then current tenant (the "Tenant Assignee") under this
Lease. Landlord shall not have any right to terminate this Lease, or otherwise to exercise any of Landlord's rights and remedies hereunder, after a default by such Tenant Assignee, unless and until
(A) Landlord shall have made a demand on the Tenant Assignee to cure the default in question, (B) the Tenant Assignor receives a copy of the default notice in question, and
(C) the Tenant Assignor has an opportunity to remedy such default within the time periods set forth in this Lease (such time periods, with respect to the Tenant

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Assignor, being deemed to run from the date that Landlord gives such Tenant Assignor a copy of the default notice in question); provided, that this sentence shall not be applicable if the Tenant
Assignee under this Lease is an Affiliate of the Tenant Assignor. Landlord shall accept timely performance by the Tenant Assignor of any term, covenant, provision or agreement contained in this Lease
on the Tenant Assignee's part to be observed and performed with the same force and effect as if performed by the Tenant Assignee (but only if such Tenant Assignee is not an Affiliate of the Tenant
Assignor). If the Tenant Assignor shall cure the default by such Tenant Assignee, or if the default shall be incurable (such as bankruptcy), and Landlord or the Tenant Assignee seeks to terminate this
Lease, then the Tenant Assignor shall have the right to enter into a new lease with Landlord upon all of the then executory terms of this Lease and to resume actual possession of the Premises for the
unexpired balance of the Term; provided, that this sentence shall not be applicable if the Tenant Assignee under this Lease is an Affiliate of the Tenant Assignor.

Section 6.07.    Landlord Non-Disturbance.If Tenant shall so request at the same time it
requests Landlord's approval of a sublease, Landlord agrees that it shall enter into a non-disturbance and attornment agreement with permitted sublessees of no less than fifty percent
(50%) of the Premises provided that (x) such sublease shall be for the balance of the term of this Lease and (y) if the rent such subtenant is paying at the time of attornment is less
than that required pursuant to the terms of this Lease, such subtenant shall agree to pay Fixed Rent and Additional Charges in accordance with the terms of this
Lease and provided, further, that in determining whether or not Landlord shall consent to such a sublease, it shall be reasonable for Landlord to take into account that under certain circumstances
Landlord may have to have such subtenant as its direct tenant.

ARTICLE 7        Subordination; Default; Indemnity

Section 7.01.    Subordination.(a) Subject to the provisions of this Article 7, this Lease is subject and subordinate to each mortgage (a "Superior Mortgage") and
each underlying lease including, without limitation, the Overlease (a "Superior Lease") which may now or hereafter affect all or any portion of the
Project or any interest therein; provided that the Superior Mortgagee under such Superior Mortgage or Superior Lessor under such Superior Lease shall have executed and delivered a
non-disturbance and attornment agreement substantially to the effect that so long as Tenant is not in default hereunder beyond any applicable notice and grace periods, (i) this
Lease will not be terminated or cut off nor shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such Superior Mortgagee or Superior Lessor pursuant to such Superior
Mortgage or Superior Lease, and (ii) such Superior Mortgagee or Superior Lessor shall recognize Tenant as the tenant under this Lease. The lessor under a Superior Lease is called a
"Superior Lessor" and the mortgagee under a Superior Mortgage is called a "Superior Mortgagee". Tenant
shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be
necessary to make such subordination effective if a non-disturbance and attornment agreement shall have been delivered. Notwithstanding anything contained in this Section 7.01to the contrary, if
any Superior Mortgagee or Superior Lessee executes and delivers a non-disturbance and attornment
agreement either (i) in the form attached hereto asExhibit For (ii) in a form which is not in any material respect less favorable
to Tenant as the non-disturbance and attornment agreement executed and delivered contemporaneously herewith by Tenant and the existing Superior Mortgagee or Superior Lessor, as applicable,
and Tenant either fails or refuses to execute and deliver such agreement within 30 days after delivery of such agreement to Tenant, then this Lease shall automatically and without further act
be deemed to be subject and subordinate to such Superior Mortgage or Superior Lease and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to
such Superior Mortgage or Superior Lease. Tenant acknowledges and agrees that simultaneously herewith Tenant and the existing Superior

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Lessor have executed and exchanged a non-disturbance and attornment agreement which satisfy the requirements of thisSection 7.01.
Landlord represents and warrants that Overlandlord is the only Superior Lessor with respect to the Project as of the date hereof and that no Superior Mortgages exist with respect to the Project as of
the date hereof. Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor;providedsuch amendment shall
not (i) result in a material increase in Tenant's obligations under this Lease or a material reduction in the benefits available to Tenant or (ii) diminish the rights, privileges,
interest or estate or Tenant or alter the Term, the Premises or the services to be provided to Tenant by Landlord hereunder (except, in either case, to ade
minimisextent). In the event of the enforcement by a Superior Mortgagee of the remedies
provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person
succeeding to the interest of such mortgagee or lessor (each, a "Successor Landlord"), shall, subject to the terms of this Article 7and the delivery
of a subordination, non-disturbance and attornment agreement in accordance with this Section automatically
become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to
those in this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord);
(ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to
such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any
Rent which Tenant might have paid for more than thirty (30) days in advance of the date upon which such payment was due to any prior landlord (including, without limitation, Landlord) unless
actually received by such Successor Landlord or expressly approved in writing by it or received by it; (v) bound by any covenant to perform or complete any construction in connection with the
Project or the Premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgement, cancellation or
surrender of, this Lease made without the consent of such Successor Landlord, except to exercise any cancellation right specifically set forth in the Lease. Nothing contained herein shall be deemed to
relieve any Successor Landlord of any liability arising by reason of its acts or omissions from or after the date that such Successor Landlord shall become the landlord under this Lease, and such
Successor Landlord shall be obligated to perform Landlord's obligations under this Lease arising from and after becoming landlord, in accordance with the provisions of this Lease. Upon request by such
Successor Landlord, Tenant shall, subject to the terms of thisArticle 7and the delivery of a subordination, non-disturbance and
attornment agreement in accordance with this Section execute and deliver an instrument or instruments, reasonably requested by such Successor Landlord, confirming the attornment provided for herein,
but no such instrument shall be necessary to make such attornment effective. It is hereby acknowledged and agreed that the foregoing provisions are not intended to relieve any Successor Landlord from
its obligations under this Lease from and after the date it becomes Landlord under this Lease.

(b)  Tenant
shall give each Superior Mortgagee and each Superior Lessor a copy of any notice of default served upon Landlord, provided that Tenant has been notified of the
address of such mortgagee or lessor. If Landlord fails to cure any default as to which Tenant is obligated to give notice pursuant to the preceding sentence within the time provided for in this Lease,
then each such mortgagee or lessor shall have an additional 30 days after receipt of such notice within which to cure such default or if such default cannot be cured within that time, then such
additional time as may be necessary if, within such 30 days, any such mortgagee or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including,
without limitation, commencement of foreclosure proceedings or eviction proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated and Tenant shall not exercise
any other rights or remedies under this Lease or otherwise seek a

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termination of this Lease while such remedies are being so diligently pursued. Nothing herein shall be deemed to imply that Tenant has any right to terminate this Lease or any other right or remedy,
except as may be otherwise expressly provided for in this Lease.

Section 7.02.    Estoppel Certificate.Each party shall, at any time and from time to time, but in any
event
no more than two (2) times in any twelve month period, within 10 days after request by the other party, execute and deliver to the requesting party (or to such person or entity as the
requesting party may designate) a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as
modified and stating the modifications), certifying the Premises Possession Date, Expiration Date and the dates to which the Fixed Rent and Additional Charges have been paid and stating whether or
not, to the best knowledge of such party, the other party is in default in performance of any of its obligations under this Lease, and, if so, specifying each such default of which such party has
knowledge and other matters reasonably requested, it being intended that any such statement shall be deemed a representation and warranty to be relied upon by the party to whom such statement is
addressed. Tenant also shall include or confirm in any such statement such other information concerning this Lease as Landlord may reasonably request. Any statement delivered pursuant to this Section 7.02shall reflect the state of facts existing only as of the date it is given by such party.

Section 7.03.    Default.(a) This Lease and the term and estate hereby granted are subject to the
limitation that:



Section 7.04.    Re-entry by Landlord.If this Lease shall terminate as in Section 7.03provided, Landlord or Landlord's agents and servants may immediately or at any time thereafter re-enter into or upon the
Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefor, and may
repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises. The words "re-enter" and "re-entering" as used in this
Lease are not

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restricted to their technical legal meanings. Upon such termination or re-entry, Tenant shall pay, to Landlord any Rent then due and owing (in addition to any damages payable under Section 7.05).

Section 7.05.    Damages.(a) If this Lease is terminated under Section 7.03Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(b)  a
sum which, at the time of such termination, represents the value (discounted to present value using Base Rate) of the excess, if any, of (1) the aggregate of
the Rent which, had this Lease not terminated, would have been payable hereunder by Tenant for the period commencing on the day following the date of such termination to and including the Expiration
Date over (2) the aggregate fair rental value of the Premises for the same period (for the purposes of thisclause (a)the amount of
Additional Charges which would have been payable by Tenant underSections 3.04and3.05shall, for each
calendar year ending after such termination, be deemed to be an amount equal to the amount of such Additional Charges payable by Tenant for the calendar year immediately preceding the calendar year in
which such termination shall occur), or

(c)  sums
equal to the Rent that would have been payable by Tenant through and including the Expiration Date had this Lease not terminated, payable upon the due dates
therefor specified in this Lease;provided, that if Landlord shall relet all or any part of the Premises for all or any part of the period commencing on
the day following the date of such termination or re-entry to and including the Expiration Date, Landlord shall credit Tenant with the net rents received by Landlord from such rcletting,
such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease and of
re-entering the Premises and of securing possession thereof, as well as the expenses of reletting, including, without limitation, altering and preparing the Premises for new tenants,
brokers' commissions, legal fees and all other expenses properly chargeable against the Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting
may be for a period equal to or shorter or longer than said period;provided, further, that (i) in no event shall Tenant be entitled to receive
any excess of such net rents over the sums payable by Tenant to Landlord under this Lease, (ii) in no event shall Tenant be entitled, in any suit for the collection of damages pursuant to this Section 7.05(b),to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by
Landlord prior to the commencement of such suit, (iii) if the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot rentable
area basis shall be made of the rent received from such reletting and of the expenses of reletting and (iv) Landlord shall have no obligation to so relet the Premises and Tenant hereby waives
any right Tenant may have, at law or in equity, to require Landlord to so relet the Premises.

Suit
or suits for the recovery of any damages payable hereunder by Tenant, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing
contained herein shall require Landlord to postpone suit until the date when the Term would have expired but for such termination or re-entry.

Section 7.06.    Other Remedies.Nothing contained in this Lease shall be construed as limiting or
precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default
hereunder on the part of Tenant. Anything in this Lease to the contrary notwithstanding, during the continuation of any default by Tenant, Tenant shall not be entitled to exercise any rights or
options, or to receive any funds or proceeds being held, under or pursuant to this Lease.

Section 7.07.    Right to Injunction.In the event of a breach or threatened breach by either party of
any
of its obligations under this Lease, including, but not limited to, holding over after the Expiration Date or the date of any earlier termination of this Lease, the other party subject to applicable
law shall also have the right of injunction and, in the case of a threatened holdover, Landlord shall have the right to bring a summary proceeding for possession of the Premises on the Expiration Date
or the date of any earlier termination of this Lease. The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means
of redress to which Landlord may lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for.

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Section 7.08.    Certain Waivers; Waiver of Trial by Jury.(a) Tenant waives and surrenders all right
and
privilege that Tenant might have under or by reason of any present or future law to redeem the Premises or to have a continuance of this Lease after Tenant is dispossessed or ejected therefrom by
Landlord, by process of law or under the terms of this Lease or after any termination of this Lease. Tenant also waives the provisions of any law relating to notice and/or delay in levy of execution
in case of any eviction or dispossession for nonpayment of rent, and the provisions of any successor or other law of like import.

(b)  Landlord
and Tenant each waive trial by jury in any action in connection with this Lease.

Section 7.09.    No Waiver.Failure by either party to declare any default immediately upon its
occurrence
or delay in taking any action in connection with such default shall not waive such default but such party shall have the right to declare any such default at any time thereafter. Any amounts paid by
Tenant to Landlord may be applied by Landlord, in Landlord's discretion, to any items then owing by Tenant to Landlord under this Lease, Receipt by either party of a partial payment shall not be
deemed to be an accord and satisfaction (notwithstanding any endorsement or statement on any check or any letter accompanying any check or payment) nor shall such receipt constitute a waiver by such
party of the other party's obligation to make full payment. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such
surrender shall be valid unless in writing and signed by Landlord and by each Superior Lessor and Superior Mortgagee whose lease or mortgage provides that any such surrender may not be accepted
without its consent.

Section 7.10.    Holding Over.If Tenant holds over without the consent of Landlord after expiration or
termination of this Lease, Tenant shall (a) pay as holdover rental for each month of the holdover tenancy an amount equal to (w) 125% for the first month of the holdover tenancy,
(x) 150% for the second month of the holdover tenancy, (y) 175% for the third month of the holdover tenancy and (z) 200% for the fourth month and any additional month(s) of the
holdover tenancy of the greater of (i) the fair market rental value of the Premises for such month (as reasonably determined by Landlord) or (ii) the Rent which Tenant was obligated to
pay for the month immediately preceding the end of the Term; and (b) be liable to Landlord for and indemnify Landlord against (i) any payment or rent concession which Landlord may be
required to make to any tenant obtained by Landlord for all or any part of the Premises (a "New Tenant") by reason of the late delivery of space to the
New Tenant as a result. of Tenant's holding over or in order to induce such New Tenant not to terminate its lease by reason of the holding over by Tenant, (ii) the loss of the benefit of the
bargain if any New Tenant shall terminate its lease by reason of the holding over by Tenant, and (iii) any claim for damages by any New Tenant, No holding over by Tenant after the Term shall
operate to extend the Term. Notwithstanding the foregoing, the acceptance of any rent paid by Tenant pursuant to thisSection 7.10shall not
preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding. In the event
that Tenant elects to renew the Term of this Lease and holds over beyond the expiration of the Renewal Term, Tenant shall indemnify, defend and hold harmless Landlord from any and all damages Landlord
incurs under the Overlease as a result thereof.

Section 7.11.    Attorneys' Fees.If Landlord places the enforcement of this Lease or any part thereof
upon
the default of Tenant, or the collection of any Rent due or to become due hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or files suit upon the same, or in the
event any bankruptcy, insolvency or other similar proceeding is commenced involving Tenant (an "Action"), Tenant shall, within twenty (20) days
of demand, reimburse Landlord for Landlord's reasonable attorneys' fees and disbursements and court costs, provided, however, that if a court of competent jurisdiction renders a final unappealable
verdict there was no basis for the Action, Landlord shall not be entitled to recover such fees and costs.

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Section 7.12.    Nonliability and Indemnification.(a) Neither Landlord, any Superior Lessor or any
Superior
Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall
be liable to Tenant for (i) any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the
aforesaid parties be liable for any loss of or damage to property of Tenant or of others entrusted to employees of Landlord;provided, that, except to
the extent of the release of liability and waiver of subrogation provided inSection 8.03hereof, the foregoing shall not be deemed to relieve
Landlord of any liability to the extent resulting from the willful misconduct or negligence of Landlord, its agents, servants or employees in the operation or maintenance of the Premises or the
Building, (ii) any loss, injury or damage described inclause (i)above caused by other tenants or persons in, upon or about the Building,
or caused by operations in construction of any private, public or quasi-public work, or (iii) even if negligent, consequential damages arising out of any loss of use of the Premises or any
equipment, facilities or other Tenant's Property therein.

(b)  Tenant
shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective members, partners, directors, officers,
shareholders, principals, agents and employees (each, an "Indemnified Party"), from and against any and all claims arising from or in connection with
(i) the conduct or management of the Premises or of any business therein, or any work or thing done, or any condition created, in or about the Premises, (ii) any negligence or wrong
doing of Tenant or any person claiming through or under Tenant or any of their respective members, partners, directors, officers, agents, employees or contractors, (iii) any accident, injury or
damage occurring in, at or upon the Premises, (iv) any default by Tenant in the performance of Tenant's obligations under this Lease and (v) any brokerage commission or similar
compensation claimed to be due by reason of any proposed subletting or assignment by Tenant; together with all costs, expenses and liabilities incurred in connection with each such claim or action or
proceeding brought thereon, including, without limitation, all reasonable attorneys' fees and disbursements;provided, that the foregoing indemnity
shall not apply to the extent such claim results from the negligence (other than negligence to which the release of liability and waiver of subrogation provided in Section 8.03below applies) or
willful misconduct of the Indemnified Party. If any action or proceeding is brought against any Indemnified Party
by reason of any such claim, Tenant, upon notice from such Indemnified Party
shall resist and defend such action or proceeding (by counsel, including Tenant's in-house counsel, reasonably satisfactory to such Indemnified Party).

(c)  In
the event of any claim, action or proceeding which may give rise to liability under the indemnity contained in this Section 7.12or other provisions of this Lease, (a) the indemnified party
shall give the indemnifying party prompt notice of such claim or
action, (b) the indemnifying party may defend against such claim or action with counsel selected by it, subject to the reasonable approval of indemnified party, which approval shall not be
unreasonably withheld or delayed, (c) the indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense of such claim or action and, (d) the
indemnified party shall not settle such claim or action without jndemnifying party's prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 7.13.    Protest of Landlord Charges.Except as otherwise set forth, Tenant shall have ninety
(90) days from receipt (i) of a bill or other request from Landlord for payment of any charge, other than the Fixed Rent, payable by Tenant under this Lease or (ii) a refund or
credit under the terms of this Lease within which to protest the correctness of such charge or credit, provided, however, if, in connection with a disputed payment, Tenant shall pay such disputed
amount to Landlord under protest prior to the expiration of such 90 day period, such 90 day period shall be extended to 120 days. If Tenant fails to make such protest, which shall
be made in the manner herein set forth for the giving of notices, within the ninety (90) day or one hundred twenty (120) day period, as applicable, the charge

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set forth in such bill or other request or the applicable refund or credit shall be deemed to have been accepted by Tenant and shall no longer be contestable by Tenant, time being of the essence.

ARTICLE 8        Insurance; Casualty; Condemnation

Section 8.01.    Compliance with Insurance Standards.(a) Tenant shall not violate, or permit the
violation
of, any condition imposed by any insurance policy then issued in respect of the Project and shall not do, or permit anything to be done, or keep or permit anything to be kept in the Premises, which
would subject Landlord, any Superior Lessor or any Superior Mortgagee to any liability or responsibility for personal injury or death or property damage, or which would increase any insurance rate in
respect of the Project over the rate which would otherwise then be in effect or which would result in insurance companies of good standing refusing to insure the Project in amounts reasonably
satisfactory to Landlord, or which would result in the cancellation of, or the assertion of any defense by the insurer in whole or in part to claims under, any policy of insurance in respect of the
Project. Landlord hereby agrees that the uses permitted underSection 2.05do not violate its insurance policies.

(b)  If,
by reason of any failure of Tenant to comply with this Lease, the premiums on Landlord's insurance on the Project shall be higher than they otherwise would be,
Tenant shall reimburse Landlord, within twenty (20) days of demand, for that part of such premiums attributable to such failure on the part of Tenant. A schedule or "make up" of rates for the
Project or the Premises, as the case may be, issued by the New York Fire Insurance Rating Organization or other similar body making rates for insurance for the Project or the Premises, as the case may
be, shall be conclusive evidence of the facts therein stated and of the several items and charges in the insurance rate then applicable to the Project or the Premises, as the case may be.

Section 8.02.    Tenant's Insurance.(a) Tenant shall maintain at all times during the Term
(i) "all
risk" property insurance covering all present and future Tenant's Property, Fixtures and Tenant's Improvements and Betterments to a limit of not less than the full replacement cost thereof, and
(ii) commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, in respect of the Premises and the conduct or operation of
business therein, with Landlord and each Superior Lessor and Superior Mortgagee whose name and address shall have been furnished to Tenant, as additional insureds, with limits of not less than
$10,000,000 combined single limit for bodily injury and property damage liability in any one occurrence and (iii) boiler and machinery insurance, if there is a boiler, supplementary air
conditioner or pressure object or similar equipment in the Premises, with Landlord and each Superior Lessor and Superior Mortgagee whose name and address shall have been furnished to Tenant, as
additional insureds, with limits of not less than $10,000,000 and (iv) when Alterations are in process, the insurance specified in Section 5.02(f)hereof. The limits of such insurance shall
not limit the liability of Tenant. Tenant shall deliver to Landlord and any other
additional insureds, at least 10 days prior to the Commencement Date, such fully paid-for policies or certificates of insurance, in form reasonably satisfactory to Landlord issued
by the insurance company or its authorized agent. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant shall deliver to Landlord and
any other additional insureds such renewal policy or a certificate thereof at least 30 days before the expiration of any existing policy. All such policies shall be issued by companies of
recognized responsibility approved to do business in New York State and rated by Best's Insurance Reports or any successor publication of comparable standing as A-/VIII or better or the
then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be canceled, allowed to lapse or modified unless Landlord and any additional insureds are given
at least 30 days' prior written notice of such cancellation, lapse or modification. The proceeds of policies providing "all risk" property insurance of Fixtures and Improvements and Betterments
shall be payable to Tenant and Tenant shall have the right to receive the proceeds paid with respect to Tenant's Property of any policy maintained

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by Tenant to provide insurance of Tenant's Property, Tenant shall cooperate with Landlord in connection with the collection of any insurance monies that may be due in the event of loss and Tenant
shall execute and deliver to Landlord such proofs of loss and other instruments which may be required to recover any such insurance monies. Landlord may from time to time require that the amount of
the insurance to be maintained by Tenant under thisSection 8.02be increased, so that the amount thereof adequately protects Landlord's interest
but such increase shall not be in excess of to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by prudent landlords of non-institutional
first class office buildings in New York City. Any insurance policy with respect to the insurance required to be maintained by Tenant hereunder may be carried under a blanket policy covering the
Premises and other locations of Tenant, if any, provided that (x) the coverages and limits applicable to the Premises are separately stated in amounts not less than the amounts required
hereunder and (y) the coverage afforded under such blanket policy allocable to the
Premises shall not be less than the coverage which would have been afforded had such insurance not been covered under a blanket policy.

(b)  To
the extent not maintained by Overlandlord, Landlord agrees that Landlord shall maintain at all times during the Term such (i) "all risk" property insurance,
(ii) commercial general liability insurance and (iii) any other form of insurance, and in such amounts, as is carried by prudent owners of similar properties. Landlord shall be deemed to
have satisfied the foregoing obligation of this Section 8.02(b) if Landlord maintains the insurance required by the Overlease.

Section 8.03.    Subrogation Waiver.(a) The parties hereto shall procure an appropriate clause in, or
endorsement on, any fire or extended coverage insurance covering the Premises and the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance
companies waive subrogation or consent to a waiver of right of recovery and, having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not
make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended
coverage insurance; provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and be coextensive with the terms and provisions of the
waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such
waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the
same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to
obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the
policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such
additional premium and the other party at its own election may, but shall not be obligated to, pay the same, If such other party shall not elect to pay such additional premium or if it shall not be
possible to have the other party named as an additional insured (but not a loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first
party and the first party shall not have the obligation to name the other party as an additional insured.

(b)  Landlord
hereby waives any and all right of recovery, claims, actions or causes of action which it might otherwise have against Tenant, its servants, agents, employees,
permitted occupants and invitees for loss or damage occurring to the Building and the fixtures, appurtenances and equipment therein, to the extent the same is covered by Landlord's insurance (or would
have been covered but for the failure of Landlord to maintain the insurance required to be maintained by Landlord pursuant to the terms of the Overlease), notwithstanding that such loss or damage may
result from the negligence

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or fault of Tenant, its servants, agents, employees, permitted occupants or invitees consistent with the release, discharge and exoneration contained herein. Tenant hereby waives any and all right of
recovery, claims, actions or causes of action which it might otherwise have against Landlord, its servants, agents, employees, permitted occupants and invitees for loss or damage occurring to the
Building and the fixtures, appurtenances and equipment therein, to the extent the same is covered by Tenant's insurance
(or would have been covered but for the failure of Tenant to maintain the insurance required to be maintained by Tenant pursuant to the terms of this Lease), notwithstanding that such loss or damage
may result from the negligence or fault of Landlord, its servants, agents, employees, permitted occupants or invitees consistent with the release, discharge and exoneration contained herein.

Section 8.04.    Condemnation.(a) If there shall be a total taking of the Land and/or the Building in
condemnation proceedings or by any right of eminent domain, this Lease and the term and estate hereby granted with respect to the Premises shall terminate as of the date of taking of possession by the
condemning authority and all Rent shall be prorated and paid as of such termination date. If there shall be a taking of any material (in Landlord's reasonable judgment) portion of the Land and/or
Building (whether or not the Premises or any portion thereof are affected by such taking), then Landlord may terminate this Lease and the term and estate granted hereby by giving notice to Tenant
within 60 days after the date of taking of possession by the condemning authority, If there shall be a taking of the Premises of such scope (but in no event less than 25% thereof) that the
untaken part of the Premises would in Tenant's reasonable judgment be no longer suited for the purposes set forth in Article 2 of this Lease, or Tenant no longer has reasonable means of access
to such Premises then Tenant may terminate this Lease and the term and estate granted hereby by giving notice to Landlord within 60 days after the date of taking of possession by the condemning
authority. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease and the term and estate granted hereby shall terminate as of the date of such notice and all Rent
shall be prorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease (i) the term and estate hereby granted
with respect to the taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Rent shall be appropriately abated for the period from such
date to the Expiration Date and (ii) Landlord shall with reasonable diligence restore the remaining portion of the Premises (exclusive of Tenant's Property) as nearly as practicable to its
condition prior to such taking.

(b)  In
the event of any taking of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including, without
limitation, any award made for the value of the estate vested by this Lease in Tenant or any value attributable to the unexpired portion of the Term, and Tenant hereby assigns to Landlord any and all
right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award; provided, that nothing shall
preclude Tenant from intervening in any such condemnation proceeding to claim or receive from the condemning authority any
compensation to which Tenant may otherwise lawfully be entitled in such case in respect of Tenant's Property, Tenant's Alterations, Betterments or Improvements (except to the extent such Alterations
constitute property which is, or at the expiration of the Term, becomes Landlord's property) or moving expenses, provided the same does not include any value of the estate vested by this Lease in
Tenant or of the unexpired portion of the Term and does not reduce the award available to Landlord or materially delay the payment thereof.

(c)  If
all or any part of the Premises shall be taken for a limited period, Tenant shall be entitled, except as hereinafter set forth, to that portion of the award for such
taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant's Property, Tenant's Alterations (except to the extent such Alterations constitute property
which is, or at the expiration of the Term, becomes Landlord's property) or for moving expenses, and Landlord shall be entitled to that portion which represents reimbursement for the cost of
restoration of the Premises. This Lease shall

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remain unaffected by such taking and Tenant shall continue responsible for all of its obligations under this Lease to the extent such obligations are not affected by such taking and shall continue to
pay in full all Rent when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use and occupancy of
the Premises shall be apportioned between Landlord and Tenant as of the Expiration Date. Any award for temporary use and occupancy for a period beyond the date to which the Rent has been paid shall be
paid to, held and applied by Landlord as a trust fund for payment of the Rent thereafter becoming due.

(d)  In
the event of any taking which does not result in termination of this Lease, (i) Landlord, whether or not any award shall be sufficient therefor, shall proceed
with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which constitute Tenant's Property) to substantially their former
condition to the extent that the same may be feasible (subject to reasonable changes which Landlord deems desirable) and so as to constitute a complete and rentable Building and Premises and
(ii) Tenant, whether or not any award shall be sufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Premises which constitute Tenant's Property, to
substantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations.

Section 8.05.    Casualty.(a) If the Building or the Premises shall be partially or totally damaged or
destroyed by fire or other casualty (each, a "Casualty") and if this Lease is not terminated as provided below, then (i) Landlord shall repair
and restore the Building, including the exterior and public portions thereof (including, without limitation, the Building lobbies, exterior walls, elevator shafts), Building systems servicing the
Premises, and the Premises (excluding Tenant's Improvements and Betterments, Fixtures and Tenant's Property) with reasonable dispatch to substantially the condition as existed prior to the damage to
the extent permitted by applicable Law (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Casualty and the collection of the
insurance proceeds attributable to such Casualty provided, however, in the event that Landlord fails to maintain the insurance customarily carried by prudent Landlords of similar type buildings, the
collection of insurance proceeds shall not be a condition to Landlord performing such restoration and (ii) Tenant shall repair and restore in accordance with Section 5.02all Tenant's Property,
 Fixtures and Improvements and Betterments with reasonable dispatch after the Casualty, including any tenant
build-out existing in the Premises on the date of delivery thereof by Landlord (collectively, "Tenant Casualty Repair Obligations").
Landlord agrees that, if and to the extent, Landlord, any Superior Mortgagee or any Superior Lessor receives insurance proceeds in respect of Tenant Casualty Repair Obligations Landlord shall notify
Tenant thereof and upon request of Tenant, make such proceeds available to Tenant so that Tenant may perform its Tenant Casualty Repair Obligations. In the event Landlord has received proceeds in
respect of Tenant Casualty Repair Obligations and Landlord does not make such proceeds available to Tenant, Landlord shall be obligated, at Landlord's cost and expense, to perform the Tenant Casualty
Repair Obligations with reasonable dispatch after the Casualty. In the event any Superior Mortgagee or any Superior Lessor has received proceeds in respect of Tenant Casualty Repair Obligations and
such Superior Mortgagee or Superior Lessor shall refuse to release such proceeds to Tenant, Landlord shall be obligated, at Landlord's cost and expense, to perform or cause to be performed the Tenant
Casualty Repair Obligations.

(b)  If
all or part of the Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Charges under Sections 3.04and3.05shall be abated in the proportion that the untenantable area of the
Premises bears to the total area of the Premises, for the period from the date of the Casualty to the earlier of (i) the date the Premises is made tenantable
(provided, that if the Premises would have been tenantable at an earlier date but for Tenant having failed to cooperate with Landlord in effecting
repairs or restoration or collecting insurance proceeds or (ii) the date Tenant

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or any subtenant reoccupies a portion of the Premises (in which case the Fixed Rent and the Additional Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such
occupancy). Landlord's determination of substantial completion of the restoration of the Premises (excluding Tenant's Improvement, Betterments, Fixtures and Tenant's Property the repair of which shall
be Tenant's obligation), shall be controlling unless Tenant disputes same by notice to Landlord within 30 days after such determination by Landlord, and pending resolution of such dispute,
Tenant shall pay Rent in accordance with Landlord's determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners,
directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without
limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement of Rent. Nothing
contained in thisSection 9.05shall relieve Tenant from any liability that may exist as a result of any Casualty. Prior to the substantial
completion of Landlord's repair obligations set forth in this Section, Landlord shall provide Tenant and Tenant's contractors, subcontractors and materialmen access to the Premises to perform such
repairs that Tenant is required or desire to make hereunder as a result of the Casualty (but not to occupy the same for the conduct of business); providedthat any such access shall be subject to all of
the applicable provisions of the Lease, and, shall not interfere with the conduct of Landlord's
workandin the Premises or in any other damaged portion of the Building.

(c)  If
by reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the
Premises are damaged or destroyed) that repair or restoration shall require more than 365 days or the expenditure of more than 25% percent of the full insurable value of the Building (which,
for purposes of thisSection 8.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street
and first floors of the Building) immediately prior to the Casualty or (iii) more than 50% of the Premises shall be damaged or destroyed (as estimated in any such case by a reputable
contractor, architect or engineer designated by Landlord), then in any such case Landlord may terminate this Lease by notice given to Tenant within 180 days after the Casualty.

(d)  Within
one hundred and thirty (130) days after notice to Landlord of any Casualty, Landlord shall deliver to Tenant a statement prepared by a reputable contractor
selected by Landlord setting forth such contractor's estimate as to the time required for Landlord to substantially complete the repairs required to be performed by it hereunder (the
"Repair Estimate Notice"). If the estimated time period exceeds eighteen (18) months from the date of such statement, Tenant may elect to
terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the 30th
day after notice of such election is given by Tenant.

(e)  If
Landlord shall have delivered a notice to Tenant pursuant toSection 8.05(d)and no right to terminate this
Lease shall have accrued to Tenant by reason thereof, but Landlord shall have failed to substantially complete the repairs by the date which is six (6) months after the date set forth in the
Repair Estimate Notice (the "Required Substantial Completion Date"), as the same may be extended by reason of Unavoidable Delays (but not in excess of
one hundred twenty (120) days), Tenant may elect to terminate this Lease by notice to Landlord given not later than thirty (30) days after the Required Substantial Completion Date and if
Tenant makes such election, the Term shall expire on the thirtieth (30th) day after notice of such election is given by Tenant.

(f)    Notwithstanding
anything to the contrary contained in thisSection 8.05, if more than twenty-five
percent (25%) of the Premises shall be damaged during the last eighteen (18) months of the Term (as the same may be renewed or extended), Landlord or Tenant may elect by notice, given within
sixty (60) days after the occurrence of such damage, to terminate this Lease and, if either party makes such election, the Term shall expire upon the sixtieth (60th) day after
notice of such election is given by such party.

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(g)  Landlord shall not carry any insurance on Tenant's Property, Fixtures or on Tenant's Improvements and Betterments and shall not be obligated to repair or replace
Tenant's Property, Fixtures or Improvements and Betterments. Tenant shall look solely to its insurance for recovery of any damage to or loss of Tenant's Property, Fixtures or Tenant's Improvements and
Betterments. Tenant shall notify Landlord promptly of any Casualty in the Premises.

(h)  ThisSection 8.05shall be deemed an express agreement governing any damage or destruction of the Premises by fire
or other casualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of like import now or hereafter
in force, shall have no application.

ARTICLE 9        Miscellaneous Provisions

Section 9.01.    Notice.All notices, demands, consents, approvals, advices, waivers or other
communications
which may or are required to be given by either party to the other under this Lease shall be in writing and shall be deemed to have been given one Business Day after deposit in the United States mail,
certified or registered, postage prepaid, (return receipt requested) or, rendered if delivered by hand (against a signed receipt) or nationally recognized, overnight courier service (against a signed
receipt), and addressed to the party to be notified at the address for such party specified in the first paragraph of this Lease or to such other place as the party to be notified may from time to
time designate by at least 5 days' notice to the notifying party. In the case of each notice to Landlord, such notice shall be sent to the attention of: Managing Director, Corporate Services,
with a copy to Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, Attention: Chris M, Smith, Esq. and, in the case of each notice to Tenant at the address set forth on the
Preamble to this Lease, attention: Ralph Schulz and from and after the date Tenant opens for business at the Premises, the Premises, attention: Ralph Schulz, with a copy in each case to Andrew J.
Wiener, Esq., Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104. Any such bill, statement, consent, notice, demand, request or other communication shall be deemed
to have been rendered or given on the date when it shall have been delivered (or upon refusal to accept delivery). Notices from Tenant may be given by Tenant's attorney. Notices from Landlord may be
given by Landlord's managing agent, if any, or by Landlord's attorney.

Section 9.02.    Building Rules.Tenant shall comply with, and Tenant shall cause its licensees,
employees,
contractors, agents and invitees to comply with, the rules of the Building set forth in the Rules and Regulations, as the same may be reasonably modified or supplemented by Landlord from time to time
for the safety, care and cleanliness of the Premises and the Building and for preservation of good order therein. Landlord shall not be obligated to enforce the rules of the Building against Tenant or
any other tenant of the Building or any other party, and Landlord shall have no liability to Tenant by reason of the violation by any tenant or other party of the rules of the Building; provided, that
Landlord shall not enforce the rules of the Building in a manner which discriminates against Tenant. If any rule of the Building shall
conflict with any provision of this Lease, such provision of this Lease shall govern.

Section 9.03.    Severability.If any term or provision 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 provision to persons or circumstances other than those as to which it
is invalid or unenforceable, shall not be affected, and each provision of this Lease shall be valid and shall be enforceable to the extent permitted by law.

Section 9.04.    Certain Definitions."Landlord shall have no liability to Tenant" or words of similar
import mean that Tenant is not entitled to terminate this Lease, or to claim actual or constructive eviction, partial, or total, or to receive any abatement or diminution of Rent, or to be relieved in
any

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manner or any of its other obligations under this Lease, or to be compensated for loss or injury suffered or to enforce any other right or kind of liability whatsoever against Landlord under or with
respect to this Lease or with respect to Tenant's use or occupancy of the Premises. The words "include" or "including" and similar terms shall be construed to mean "including without limitation."

Section 9.05.    Quiet Enjoyment.Tenant shall and may peaceably and quietly have, hold and enjoy the
Premises, subject to the other terms of this Lease and to Superior Leases and Superior Mortgages, provided that Tenant is not in default of its obligations hereunder beyond any applicable notice and
cure periods.

Section 9.06.    Limitation of Liability.(a) Tenant shall look solely to Landlord's interest in the
Project, the proceeds of any sale thereof (provided a claim shall have been made within three (3) months of such sale), casualty proceeds and any condemnation award for the recovery of any
judgment against Landlord, and no other property or assets of Landlord or Landlord's members, partners, officers, directors, shareholders or principals, direct or indirect, disclosed or undisclosed,
shall be subject to levy, execution attachment or other enforcement procedure for the satisfaction of any judgment or Tenant's remedies under or with respect to this Lease, the relationship of
Landlord and Tenant hereunder, or Tenant's use and occupancy of the Premises, or any other liability of Landlord to Tenant.

(b)  In
the event of a transfer of title to the land and Building of which the Premises is a part, or in the event of a lease of the Building of which the Premises is a part,
or of the land and Building, upon notification to Tenant of such transfer or lease, the said transferor landlord named herein shall be and hereby is entirely freed and relieved of all future
covenants, obligations and liabilities of Landlord hereunder except for the obligation to pay the Construction Allowance, and it shall be deemed and construed without further agreement between the
parties or their successors in interest, or between the parties and the transferee of title to or lessee of said land and Building, that the transferee or lessee has assumed and agreed to carry out
all of the covenants and obligations of Landlord thereunder.

Section 9.07.    Counterclaims.If Landlord commences any summary proceeding or action for nonpayment of
Rent or to recover possession of the Premises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless Tenant's failure to interpose such
counterclaim in such proceeding or action would result in the waiver of Tenant's right to bring such claim in a separate proceeding under applicable law.

Section 9.08.    Survival.All obligations and liabilities of Landlord or Tenant to the other which
accrued
before the expiration or other termination of this Lease and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may
be, performed after such expiration or other termination, shall survive the expiration or other termination of this Lease, Without limiting the generality of the foregoing, the rights and obligations
of the parties with respect to any indemnity under this Lease, and with respect to Tax Payments and any other amounts payable under this Lease, shall survive the expiration or other termination of
this Lease.

Section 9.09.    Certain Remedies.If Tenant requests Landlord's consent and Landlord fails or refuses
to
give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant's sole remedy shall be an action for specific performance
or injunction or for arbitration as provided for inSection 9.19herein, and that such remedy shall be available only in those cases where this
Lease provides that Landlord shall not unreasonably withhold its consent. No dispute relating to this Lease or the relationship of Landlord and Tenant under this Lease shall be resolved by arbitration
unless this Lease expressly provides for such dispute to be resolved by arbitration.

Section 9.10.    No Offer.The submission by Landlord of this Lease in draft form shall be solely for
Tenant's consideration and not for acceptance and execution. Such submission shall have no binding

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force or effect and shall confer no rights nor impose any obligations, including brokerage obligations, on either party unless and until both Landlord and Tenant shall have executed a lease and
duplicate originals thereof shall have been delivered to the respective parties.

Section 9.11.    Captions: Construction.The table of contents, captions, headings and titles in this
Lease
are solely for convenience of reference and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party
causing this
Lease to be drafted. Each covenant, agreement, obligation or other provision of this Lease on Tenant's part to be performed, shall be deemed and construed as a separate and independent covenant of
Tenant, not dependent on any other provision of this Lease.

Section 9.12.    Amendments.This Lease may not be altered, changed or amended, nor any of its
provisions
waived, except by an instrument in writing signed by the party to be charged.

Section 9.13.    Broker.Each party represents to the other that such party has dealt with no broker
other
than Insignia/ESG, Inc. (the "Broker") in connection with this Lease or the Building, and each party shall indemnify and hold the other harmless
from and against all loss, cost, liability and expense (including, without limitation, reasonable attorneys' fees and disbursements) arising out of any claim for a commission or other compensation by
any broker other than Broker who alleges that it has dealt with the indemnifying party in connection with this Lease or the Building. Landlord shall pay Broker a commission in accordance with the
terms and conditions of a separate agreement between Landlord and Broker.

Section 9.14.    Merger.Tenant acknowledges that Landlord has not made and is not making, and Tenant,
in
executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. This Lease
embodies the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, understanding and statements, oral or written, with respect thereto are
merged in this Lease.

Section 9.15.    Successors.This Lease shall be binding upon and inure to the benefit of Landlord, its
successors and assigns, and shall be binding upon and inure to the benefit of Tenant, its successors, and Tenant's permitted assigns.

Section 9.16.    Applicable Law; Consent to Jurisdiction.This Lease shall be governed by, and construed
in
accordance with, the laws of the State of New York, without giving effect to any principles of conflicts of laws. Tenant hereby (a) irrevocably consents and submits to the jurisdiction of any
Federal, state, county or municipal court sitting in the State of New York in respect to any action or proceeding brought therein by Landlord against Tenant concerning any matters arising out of or in
any way relating to this Lease; (b) irrevocably waives personal service of any summons and complaint and consents to the service upon it of process in any such action or proceeding by mailing
of such process to Tenant at the address set forth herein and agrees that such service shall be deemed sufficient; (c) irrevocably waives all objections as to venue and any and all rights it
may have to seek a change of venue with respect to any such action or proceedings; (d) agrees that the laws of the State of New York shall govern in any such action or proceeding and waives any
defense to any action or proceeding granted by the laws of any other country or jurisdiction unless such defense is also allowed by the laws of the State of New York; and (e) agrees that any
final judgment rendered against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
Tenant further agrees that any action or proceeding by Tenant against Landlord in respect to any matters arising out of or in any way relating to this Lease shall be brought only in the State of New
York, County of New York.

Section 9.17.    No Development Rights.Tenant acknowledges that it has no rights to any development
rights,
air rights or comparable rights appurtenant to the Project, and Tenant consents,

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without further consideration, to any utilization of such rights by Landlord. Tenant shall promptly execute and deliver any instruments which may be requested by Landlord, including instruments
merging zoning lots, evidencing such acknowledgment and consent, The provisions of thisSection 9.17shall be construed as an express waiver by
Tenant of any interest Tenant may have as a "party in interest" (as such term is defined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New York) in the
Project.

Section 9.18.    Surrender.Upon the expiration or earlier termination of this Lease, Tenant shall quit
and
surrender to Landlord the Premises, vacant, broom clean, in good order and condition, ordinary wear and tear, casualty, condemnation and damage for which Tenant is not responsible under the terms of
this Lease excepted, provided, however, that the foregoing shall not obligate Tenant to restore the Premises to any greater condition than was delivered to Tenant by Landlord. Tenant expressly waives,
for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and
Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Section 9.18. Tenant acknowledges that possession of the Premises must be surrendered to Landlord on the Expiration Date.

Section 9.19.    Arbitration.If expressly permitted under this Lease, Landlord or Tenant (the
"Electing Party") may elect to resolve a dispute by arbitration pursuant to the provisions of this Section. Such Electing Party shall deliver to the
other party a written notice specifying the nature of the dispute, the reasons therefor and such Electing Party's determination of the item in dispute. If the other party shall not agree with the
Electing Party's determination of the item in dispute, then cither party shall have the right to submit such dispute to arbitration pursuant to this Section 9.19by notice to the other party. The
parties hereby agree that all such disputes submitted to arbitration shall be resolved by an
arbitrator mutually agreed to by the parties, and if the parties cannot agree on an arbitrator, either party may apply to the American Arbitration Association for the appointment of an arbitrator (the
"Arbitrator"). The Arbitrator shall, as promptly as possible, determine the matter which is the subject of the arbitration and the decision of the
Arbitrator shall be conclusive and binding on all parties and judgment upon the award may be entered in any court having jurisdiction. The arbitration shall be conducted in the City and County of New
York and, to the extent applicable and consistent with thisSection 9.19, shall be in accordance with the Commercial Arbitration Rules then
obtaining of the American Arbitration Association or any successor body of similar function. The expenses of arbitration shall be shared equally by the parties but each party shall be responsible for
the fees and disbursements of its own attorneys and the expenses of its own proof. The Arbitrator shall be a licensed professional appropriate to the dispute, having at least ten (10) years'
continuous experience in the real estate industry including the management of multi-tenant, commercial office buildings in Manhattan similar in type to the Project. At the option of either party, any
arbitration under this Lease shall be governed by the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (the "AAA
Rules") (presently Sections 53 through 57 of the AAA Rules and, to the extent applicable, Section 19 thereof).

Section 9.20.    Tenant Roster Identification; Elevator Lobby Signage.Tenant shall be permitted to
install,
at its sole cost and expense, signs identifying Tenant in the elevator lobby of the Premises, subject to Landlord's reasonable approval as to design and materials. Landlord has advised Tenant that
Landlord is in the process of establishing a roster or listing of Building occupants so as to provide an adequate means, consistent with the standards of a First-Class Office Building, of indicating
to parties entering the Building which companies are located at the Building. In connection therewith, Landlord, at Landlord's option, shall either (i) install in the Building lobby tenant
roster identification of appropriate size and suitable design identifying Tenant as an occupant of the Building, (ii) maintain a Building directory in which Tenant shall be allocated an
appropriate number of listings, or (iii) provide

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some other reasonable and appropriate means of indicating in the lobby of the Building that Tenant is an occupant of the Building and Tenant's location therein. Landlord shall not discriminate
against Tenant with respect to installing or maintaining the tenant roster identification, including with respect to the size of such roster identification or quality of materials, and should any
tenant, as part of such roster identification, be entitled to display a company logo or colors, Tenant shall be granted commensurate rights with such other tenant or tenants.

Section 9.21.    Attorneys' Fees.Each party shall reimburse the other party, within twenty
(20) days
following written demand, for all reasonable costs and expenses (including reasonable attorneys' fees, disbursements and court costs) incurred by such other party in connection with enforcing such
other party's obligations hereunder or in protecting such other party's rights hereunder, whether incurred in connection with an action or proceeding commenced by Landlord, by Tenant, by a third party
or otherwise, if such other party is successful in such proceeding.

Section 9.22.    Counterparts.This Lease may be executed in any number of counterparts, each of which
where
so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Lease to produce or account for more
than one such counterpart.

Section 9.23.    Invoices.Wherever in the Lease it is provided that either party shall render a bill or
invoice to the other, the party giving such bill or invoice shall include evidence of the amounts set forth in the bill or invoice.

ARTICLE 10        Sublease Provisions

Section 10.01.    Sublease Provisions.(a) Notwithstanding the title of this document as a "Lease", the
parties acknowledge that this Lease is a sublease. This Lease is subject to, and Tenant accepts this Lease subject to, all of the terms, covenants, provisions, conditions and agreements contained in
the Overlease and the matters to which the Overlease is subject and subordinate. This Lease shall also be subject to, and Tenant accepts this Lease also subject to, any future amendments or
supplements to the Overlease hereafter made between Overlandlord and Landlord, provided that Tenant receives prior notice of the same and any such future amendment or supplement to the Overlease,
except as herein expressly recognized, contemplated or agreed, does not in any material respect increase Tenant's obligations or decrease Tenant's rights from, out of or under this Lease or prohibit
Landlord from meeting its obligations under hereunder. Except to the extent provided in the Subordination and Non-Disturbance Agreement between Tenant and Overlandlord, in the event of
termination, re-entry or dispossess by Overlandlord under the Overlease, Overlandlord may, at its option, take over all of the right, title and interest of Landlord, as sublessor, under
this Lease, and Tenant shall, at Overlandlord's option, attom to Overlandlord pursuant to the then executory provisions of this Lease, except that Overlandlord shall not (i) be liable for any
previous act or omission of Landlord under this Lease, (ii) be subject to any offset, not expressly provided in this Lease, which theretofore accrued to Tenant against Landlord, or (iii)be
bound by any previous modification of this Lease made without Overlandlord's consent or by any previous prepayment of more than one month's rent. In the event of any conflict between the terms of any
Subordination and Non-Disturbance Agreement entered into between Tenant and Overlandlord and the provisions of this Lease, including the foregoing sentence, the terms and provisions of the
Subordination and Non-Disturbance Agreement shall govern.

(b)  The
term "Landlord", as used in this Lease, shall mean only the owner from time to time of the interest of the tenant under the Overlease. In the event of any transfer
or assignment of such interest, the transferor or assignor shall be relieved and freed of all covenants, obligations and liability of Landlord under this Lease accruing after such transfer or
assignment, and it shall be deemed, without further agreement, that the transferee or assignee has assumed and agreed to perform and

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observe all obligations of Landlord under this Lease subsequent to the effective date of the transfer or assignment.

(c)  Whenever
Landlord has agreed that a required consent or approval shall not be withheld or delayed or unreasonably withheld or delayed. Landlord may withhold its consent
or approval and/or it shall be deemed reasonable for Landlord to withhold or delay its consent or approval if Overlandlord, to the extent its consent is required pursuant to the terms of the
Overlease, shall have delayed or refused to give any consent or approval which may be requested of it. Landlord shall promptly forward to Overlandlord such requests as Tenant may submit for approval
or consent from Overlandlord, In the event a matter hereunder requires the consent of Overlandlord pursuant to the terms hereof or the Overlease and the time period for obtaining Overlandlord's
consent to a particular matter under the Overlease exceeds the time period set forth in the Lease with respect to such matter, such time period in the Lease shall be extended to the date set forth in
the Overlease, plus an additional three (3) Business Days. If Landlord is willing to grant its consent to Tenant to a particular matter and Overlandlord is not willing to grant such consent,
Landlord shall use good faith efforts to intermediate with Overlandlord to obtain such consent (without the obligation to spend sums of money, grant any concessions to Overlandlord under the Overlease
or undertake any other significant monetary or non-monetary measures) and Tenant shall have the right to take whatever action may available at law or under the Overlease to obtain such
consent in its own name, and for that purpose and only to such
extent, all of the rights of Landlord under the Overlease hereby are conferred upon and assigned to Tenant and Tenant is subrogated hereby to such rights to the extent that the same shall apply to the
matter for which consent is sought. If any such action against Overlandlord in Tenant's name shall be barred by reason of lack of privity, nonassignability or otherwise, Tenant may take such action in
Landlord's name provided Tenant has obtained the prior written consent of Landlord, which consent shall not be unreasonably withheld, provided, and Tenant hereby agrees, that Tenant shall indemnify
and hold Landlord harmless from and against all liability, loss, damage or expense, including, without being limited to, reasonable attorneys' fees and expenses, which Landlord shall suffer or incur
by reason of such action. Landlord agrees to cooperate with Tenant in any reasonable manner requested by Tenant in connection with an action or proceeding by Tenant against Overlandlord to enforce
Landlord's rights under the Overlease in respect of such consent;provided,however, that Tenant shall
have agreed in writing to reimburse Landlord for any out-of-pocket expenses incurred by Landlord in connection with such cooperation

(d)  Tenant
covenants and agrees to perform (including to refrain from any action not permitted on the part of Landlord under the Overlease) and to observe all of the
covenants, agreements, terms, provisions and conditions of the Overlease on the part of the Landlord to be performed and observed, to the extent that they apply to the Premises or the use and
occupancy by Tenant of the Premises and the services and facilities of the Building. Tenant also covenants and agrees not to do or cause to be done or suffer or permit any act or thing to be done or
suffered which would or might (i) constitute or cause a default under the Overlease, (ii) cause the Overlease or the rights of Landlord as tenant thereunder to be cancelled, terminated
or forfeited, (iii) cause Landlord to become liable for any damages, costs, claims or penalties, or (iv) adversely affect or reduce any of Landlord's rights or benefits under the
Overlease. Without limiting the generality of foregoing, Tenant acknowledges that Landlord is obligated pursuant to the terms of the Overlease, including, without limitation, Section 27.26
thereof, to reasonably cooperate with Overlandlord in connection with the conversion of the Building ownership to a synthetic condominium in connection with a transaction with the New York City
Industrial Development Agency. Tenant agrees that it shall reasonably cooperate with Landlord to the extent necessary for Landlord to fulfill its obligations under the Overlease in connection with the
foregoing condominium conversion, provided that Tenant's rights and obligations under the Lease shall not be adversely affected thereby, except to ade
minimisextent. Tenant agrees to indemnify, defend and hold Landlord harmless of, from and against any and all liabilities, losses, damages, suits, penalties, claims and
demands of every kind or nature, including, without being limited to, reasonable attorneys'

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fees and expenses of defense and of enforcing this indemnity, by reason of Tenant's failure to comply with the foregoing provisions of this clause (d) or arising from the use, occupancy or
manner of use and/or occupancy of the Premises or of any business conducted therein, or from any work or thing whatsoever done or any condition created by or any other act or omission of Tenant, its
assignees or subtenants, or their respective employees, agents, servants, contractors, invitees, visitors or licensees, in or about the Premises or any other part of the Building.

(e)  Landlord
covenants and agrees to perform and observe all of the terms, covenants, provisions, conditions and agreements of the Overlease (including any and all rules and
regulations which shall be in effect from time to time during the term of this Lease) in such manner so as to prevent the Overlease from being terminated and so as to not adversely affect or reduce
the rights and benefits of Tenant under the Lease, it being understood that the foregoing relates solely to Landlord's compliance with the Overlease in accordance with its terms and shall not be
deemed or construed to obligate Landlord to seek to amend or contest, or otherwise act in any manner in contradiction to the express
terms of the Overlease, or to commence any action against Overlandlord. Landlord represents that the Overlease is in full force and effect and that, to the best of Landlord's knowledge, Landlord is
not in default with respect to any material obligation of Landlord under the Overlease. Provided that Tenant is not then in default under the terms of this Lease beyond applicable notice and grace
periods, Landlord agrees that it will not agree to a termination of the Overlease unless in connection therewith Overlandlord accepts this Lease as a direct lease between Overlandlord and Tenant.
Unless the parties have otherwise entered into a Subordination and Non-Disturbance Agreement, the terms of which will govern, if Landlord desires to terminate the Overlease, Tenant agrees
to attorn to Overlandlord in connection with any such termination and to execute an attainment agreement in such form as may reasonably be requested by Landlord or Overlandlord. Landlord further
covenants and agrees that if and so long as Tenant pays the Fixed Rent and Additional Charges and performs and observes all of the agreements, terms, conditions, covenants and provisions hereof,
(i) Tenant shall quietly hold and enjoy the Premises, subject, however, to the terms of this Lease and the Overlease and to the matters to which the Overlease is subject and subordinate, and
(ii) Landlord shall not do or suffer or permit anything to be done or suffered which would cause the Overlease to be cancelled, terminated or forfeited, except as provided in the casualty and
condemnation sections contained therein.

(f)    Tenant
acknowledges and agrees that certain services, repairs, restorations, and access to and from the Premises may be provided by Overlandlord and Landlord shall have
no obligation during the term of this Lease to provide any such services, repairs, restorations, equipment and access to the extent the same is an obligation of Overlandlord under the Overlease.
Tenant agrees to look solely to Overlandlord for the furnishing of such services, repairs, restorations, equipment and access. Landlord shall in no event be liable to Tenant nor shall the obligations
of Tenant hereunder be impaired or the performance thereof excused because of any failure or delay on Overlandlord's part in furnishing such services, repairs, restorations, equipment and access; provided,however, that if Landlord's rent is actually abated pursuant to the Overlease in respect of
the Premises with respect to a service or condition that Overlandlord is required to provide or maintain, then Fixed Rent payable hereunder by Tenant shall also be abated during the same period that
Landlord's rent is so abated. If Overlandlord shall default in any of its obligations to Landlord with respect to the Premises, Tenant shall be entitled to participate with Landlord in the enforcement
of Landlord's rights against Overlandlord, but Landlord shall have no obligation to bring any action or proceeding or to take any steps to enforce Landlord's rights against Overlandlord. If, after
written request from Tenant, Landlord shall fail or refuse to take appropriate action for the enforcement of Landlord's rights against Overlandlord in respect of the Premises within a reasonable
period of time considering the nature of Overlandlord's default, Tenant shall have the right to take such action in its own name, and for that purpose and only to such extent, all of the rights of
Landlord under the Overlease hereby are conferred upon and assigned to Tenant and Tenant is subrogated hereby to such rights to the extent that the same shall apply to the Premises. If any such action
against Overlandlord in Tenant's name shall be barred by

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reason of lack of privity, nonassignability or otherwise, Tenant may take such action in Landlord's name provided Tenant has obtained the prior written consent of Landlord, which consent shall not be
unreasonably withheld, provided, and Tenant hereby agrees, that Tenant shall indemnify and hold Landlord harmless from and against all liability, loss, damage or expense, including, without being
limited to, reasonable attorneys' fees and expenses, which Landlord shall suffer or incur by reason of such action. Landlord agrees to cooperate with Tenant in any reasonable manner requested by
Tenant in connection with an action or proceeding by Tenant against Overlandlord to enforce Landlord's rights under the Overlease in respect of the Premises; provided,however, that Tenant shall have agreed in writing to reimburse Landlord for any
out-of-pocket expenses incurred by Landlord in connection with such cooperation.

ARTICLE 11        Representations and Warranties

Section 11.01.    Landlord's Representations and Warranties.(a) Landlord hereby represents and warrants
to
Tenant that, as of the date hereof:



Section 11.02.    Tenant's Representations and Warranties.(a) Tenant hereby represents and warrants to
Landlord that, as of the date hereof:



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ARTICLE 12        Roof Space and Basement Space

Section 12.01.    Roof Space; Nature and Location of Equipment.Throughout the Term, Tenant shall have
as
appurtenant to the Premises the right to use certain of the Building's set-back and roof areas (the "Roof Space") as hereinafter specified
for the purpose of erection and maintenance of (i) microwave, radio or other antennae, transmitters and other telecommunications equipment (the "Communications
Equipment"), (ii) a 500 k.w. diesel powered emergency generator (the "Generator"), and (iii) a
"quiet-line" dry cooler supplemental environmental conditioning system with a capacity not to exceed 100 tons (the "Dry Cooler")
(collectively, the "Supplemental Equipment") for use in connection with Tenant's business at the Premises. Landlord has designated the location on the
South Building roof for installation of the Communications Equipment as set forth on Exhibit N and identified thereon as "20 SQ.FT. ALLOCATED FOR ANTENNA". The Communications Equipment shall
not exceed 4 feet in diameter. Landlord has designated the area (which area is equal to 3S feet by 12 feet) on the South Building Roof shown on Exhibit N and identified thereon as "TENANT #1
GENERATOR" for the installation of the Generator. Tenant shall enclose the Generator with a weather-proof, vibration isolating, sound attenuating enclosure reasonably approved by Landlord. The Dry
Cooler will be located on the third floor set-back as shown on Exhibit N, The Roof Area provided for the Dry Cooler shall be equal to 1200 square feet. The Dry Cooler, together with
supports, shall not exceed 5 feet in height. Tenant shall paint the Dry Cooler and the enclosure for the Generator such colors as Landlord may specify for aesthetic conformance to the Building.
Landlord will use reasonable efforts to segregate the area or areas to be utilized by Tenant from all other users of the Building roof, but Landlord will not be required to erect or maintain any
fencing, barriers or other enclosures for Tenant's area or areas on the roof, although Tenant may elect to do so at its own expense; provided, that Landlord has access to the Roof Space at all times.
The installation of any Supplemental Equipment shall be subject to the consent of Overlandlord, to the extent required pursuant to the terms of the Overlease, Notwithstanding anything to the contrary
set forth in this Article 12, Tenant acknowledges and agrees that the locations specified in this Article 12 for the Supplemental Equipment are those locations proposed by Landlord and
such locations remain subject to Overlandlord's consent. Landlord has requested that Overlandlord consent to such locations. In the

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event that Overlandlord does not consent to such locations, Landlord and Tenant shall reasonably cooperate with each other to find suitable alternate locations for the Supplemental Equipment
reasonably satisfactory to both parties.

Section 12.02.    Roof Space General Provisions.(a) Tenant may install, and once installed modify, the
Supplemental Equipment on the Roof Space for use in connection with Tenant's business in the Premises. The installation and modification of the Supplemental Equipment shall constitute Alterations and
shall be subject to the provisions of Article 5 hereof. In granting or withholding any consent required by Article 5, Landlord shall be entitled to rely on the advice of its engineers
and technical advisors. In conjunction with the installation of the Supplemental Equipment, Tenant shall be granted access to space in locations designated by Landlord adequate to accommodate
(i) six (6) 4 inch conduit risers for power and one (1) 1.5 inch conduit riser for controls running from the Premises to the roof of the South Building for the operation of the
Generator, and (ii) one (1) 1 inch conduit riser for power and one (1) 1.5 inch conduit riser for controls for the operation of the Generator running from the Basement Space to
the roof of the South Building. Landlord shall make available adequate shaft space to accommodate six (6) 4 inch conduit risers for copper and fiber and one (1) 1.5 inch conduit riser
for controls running from the M1 Level of the Building to the Premises. If necessary, Landlord shall designate and make available to Tenant a vertical path to run two (2) 8 inch glycol pipe
risers and one (1) 2 inch power and one 1.5 inch controls conduit riser from the Dry Cooler to the Premises. To the extent that the Roof Space is damaged by the installation, maintenance,
operation, repair or removal of the Supplemental Equipment, Tenant shall promptly repair such damage. Tenant shall have access to
the Roof Space and Tenant's equipment relating to the Supplemental Equipment, at all times throughout the Term. Tenant shall comply with all applicable roof warranties in respect to Tenant's
activities on any Roof Space. If any installations referred to in this Article should revoke, negate or in any manner impair or limit any roof warranty or guaranty obtained by Landlord, then Tenant
shall reimburse Landlord for any actual loss or actual and reasonable damage sustained or costs or expenses incurred by Landlord as a result thereof within thirty (30) days of request therefor
by Landlord accompanied by data to support such charge.

(b)  Tenant's
Supplemental Equipment shall not constitute a nuisance or unreasonably interfere with the normal use of any portion of the Building, the use of the balance of
the roof or the use of the areas surrounding the Building.

(c)  Notwithstanding
anything to the contrary contained herein, all Supplemental Equipment installed on the Roof Space pursuant to this Section shall, upon written notice
given by Landlord no later than thirty (30) days prior to the expiration of the Term, be removed and all Roof Space and other portions of the Building adversely affected by such removal of the
Supplemental Equipment shall be repaired and restored by Tenant to the condition existing prior to Tenant's use prior to the termination of this Lease.

(d)  No
Supplemental Equipment shall be installed on the roof which, in Landlord's reasonable judgment, exceeds the weight capacity of the roof, unless Tenant, at Tenant's
sole cost and expense, reinforces the roof in compliance with the provisions of Article 5 hereof. All heavy and bulky equipment and materials shall be brought to and moved from the roof only by
persons holding a Master Rigger's License.

(e)  Landlord
acknowledges that Tenant may test the Generator approximately one (1) hour per calendar month and that Tenant shall schedule any such testing so as to
minimize any interference and disruption of Landlord's operation of the Building and the use and occupancy of the Building by the other tenants and occupants of the Building.

(f)    The
installation and position of the Supplemental Equipment shall comply with all Laws.

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(g)  The
installation of any electrical or communications lines ("Wiring") and related equipment in connection with the
installation and operation of the Supplemental Equipment, as well as the manner and location (i.e., routing) of all Wiring and related equipment in connection therewith shall be subject to Landlord's
prior reasonable approval and shall comply with all Laws. The installation of any Wiring, fuel lines and related equipment in connection with the installation and operation of the Generator, as
well as the manner and location thereof, shall be subject to Landlord's prior reasonable approval and shall comply with all Laws.

(h)  The
Supplemental Equipment, including, without limitation, all Wiring and fuel lines, shall be maintained and kept in good repair by Tenant.

(i)    Landlord
may permit the use of any other portion of the roof other than the Roof Space by any other person, firm or corporation for any use, including, without
limitation, the installation of other antenna, satellite dish and support equipment, provided the same shall not interfere with Tenant's Supplemental Equipment.

(j)    For
the purpose of installing, servicing or repairing the Supplemental Equipment, Wiring and related equipment, Tenant shall have access to Roof Space upon prior
reasonable notice to Landlord. All access by Tenant to the Roof Space and other areas of the Building shall be subject to Landlord's reasonable safeguards for the security and protection of the
Building, the building equipment and installations and equipment of other tenants of the Building as may be located on the roof of the Building. Landlord shall have the right to assign a Building
representative to be present during the duration of Tenant's access to the Roof Space at Landlord's actual, out-of-pocket cost.

(k)  Tenant,
at Tenant's expense, shall comply with all Laws relating to Tenant's repair, maintenance and operation of the Supplemental Equipment and Wiring erected or
installed by Tenant pursuant to the provisions of this Section. Tenant, at Tenant's expense, shall secure and thereafter maintain all permits and licenses required for the installation and operation
of the Supplemental Equipment and all Wiring erected or installed by Tenant pursuant to the provisions of this Section, including, without limitation, any approval, license or permit required from the
Federal Communications Commission and the New York City Fire Department and Department of Buildings. Landlord shall cooperate with Tenant to obtain any such permits and licenses at Landlord's actual,
out-of-pocket cost.

(l)    All
electric service shall feed off the supply of electrical energy furnished to the Premises, as provided in Article 3 hereof.

(m)  Notwithstanding
anything to the contrary contained herein, Tenant agrees that Landlord shall not be required to provide any services whatsoever to the Roof Space.

(n)  Tenant
shall obtain any additional insurance coverage for the benefit of Landlord in such amount and of such type as Landlord may reasonably require as is customarily
obtained for owners of First-Class Office Buildings.

Section 12.03.    Relocation of Supplemental Equipment.If Landlord shall reasonably require all or any
portion of the Roof Space to operate the Building efficiently as reasonably determined by Landlord, Landlord shall have the right, at any time and from time to time, during the term of this Lease,
upon reasonable prior written notice to Tenant, to relocate Tenant's Supplemental Equipment and any Wiring to other areas of the roof, provided, however, that (i) such relocations shall be done
at Landlord's expense, (ii) such relocation shall not interfere with Tenant's use of the Supplemental Equipment and Wiring or materially limit the functionality thereof, (iii) Landlord
shall indemnify, defend and hold harmless Tenant from any and against any and all claims, reasonable counsel fees, demands, damages expenses or losses by reason of the exercise of its relocation right
or any accidents, damage, injury or loss to any and all persons and property, or either, whomever or whatsoever resulting from or arising in connection with exercise by Landlord of its relocation
right, (iv) Landlord shall not

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relocate the Dry Cooler unless Landlord provides during such relocation an adequate means of cooling Tenant's data center, such as through the provision of "spot coolers" and (v) Landlord
shall comply with all Laws and obtain any necessary permits and licenses with respect to the exercise of its relocation right and the Supplemental Equipment and any Wiring, as relocated. Such
relocation shall, to the extent practicable, be performed during hours other than Tenant's regular business hours so as to minimize any disruption of Tenant's normal business activities, and except
for reasonable downtime during such location, such relocation shall not prevent Tenant from using its Supplemental Equipment for its original intended purpose. Tenant shall reasonably cooperate with
Landlord to effectuate the relocation of Tenant's Supplemental Equipment and any Wiring, as shall be required by Landlord.

Section 12.04.    Basement Space.(a) Tenant shall have the right to use the space identified on
Exhibit M attached hereto as "200 SQ. FT. FOR TENANT #1 OIL TANK" (the "Basement Space") located on the B-2 level of the Building for
the purpose of installing and operating a fuel tank servicing the Generator not to exceed 900 gallons in capacity. Landlord shall make available to Tenant adequate shaft space to accommodate a fuel
oil riser running from the Basement Space to the Generator. The installation of the fuel tank shall constitute an Alteration and shall be done in compliance with Article 5 hereof. Landlord
shall designate a suitable location for the terminus of the fill and vent lines to connect the fuel tank to the outside of the Building, which fill and vent lines shall be installed at Tenant's sole
cost and expense. Notwithstanding anything to the contrary contained herein, Landlord shall not be required to provide any services whatsoever to the Basement Space. Tenant shall be entitled to tap in
to the existing lighting circuit for convenience lighting purposes. Tenant shall install and maintain a fire wall between the fuel tank and adjacent equipment in the B-2 level of the
Building, a fire-rated ceiling in the Basement Space, and ventilation in accordance with Laws, in each case subject to Landlord's reasonable approval. All electric service shall feed off
the supply of electrical energy furnished to the Premises, as provided in Article 3 hereof. Tenant shall maintain the fuel tank in good working order. The installation of the fuel tank shall be
subject to the consent of Overlandlord, to the extent required pursuant to the terms of the Overlease.



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IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first written above.

Landlord:

CREDIT SUISSE FIRST BOSTON (USA), INC.By:

/s/ANDREW B. FEDERBUSCHName: Andrew B. FederbuschTitle: Managing DirectorTenant:

STANDARD CHARTERED BANKBy:

/s/JAMES MCCABEJames McCabe
Chief Executive Officer the AmericasTenant's Federal Tax I.D. No.:

941595409


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