Lease

Exhibit 10.46

NY-717 FIFTH AVENUE, L.L.C.,

Landlord

to

MF GLOBAL HOLDINGS USA INC.

Tenant

Lease

Dated as of December 31, 2007

INDEX OF DEFINED TERMS

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TABLE OF CONTENTS

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LEASE, dated as of December 31, 2007, between NY-717 FIFTH AVENUE L.L.C., a Delaware limited liability company (“ Landlord ”) having an address c/o Equity Office, 717 Fifth Avenue, New York, New York 10022, and MF GLOBAL HOLDINGS USA INC., a New York corporation (“ Tenant ”), having an office at 717 Fifth Avenue, New York, New York 10022.

WITNESSETH:

WHEREAS, Landlord is the owner of the office portion of the building (the “ Building ”) located on the land (the “ Land ”) more particularly described on Exhibit A annexed hereto and known as 717 Fifth Avenue, New York, New York and

WHEREAS, Landlord is willing to lease to Tenant and Tenant is willing to lease from Landlord certain space in the Building on the terms hereinafter set forth.

NOW, THEREFORE, Landlord and Tenant agree as follows:

ARTICLE 1

PREMISES; TERM

1.01 Demise . Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to the covenants, conditions and agreements contained in this Lease, the entire rentable area located on the ninth (9 ^th ) floor, the entire rentable area located on the eleventh (11 ^th ) floor, and the entire rentable area located on the twelfth (12 ^th ) floor of the Building, together with Storage Unit B15 and Storage Unit B13 (such Storage Units, collectively or individually, the “Storage Space”), all as substantially shown on the plan(s) annexed as Exhibit B (the “ Premises ”).

Landlord and Tenant confirm that (a) the Premises are deemed and agreed to consist, of an aggregate 64,525 rentable square feet of office space, consisting of 23,369 rentable square feet contained in the 9 ^th Floor Space; 20,509 rentable square feet contained in the 11 ^th Floor Space; and 20,647 rentable square feet contained in the 12 ^th Floor Space (being comprised of 12,486 rentable square feet contained in the “First Portion of the 12 ^th Floor Space” and 8,161 rentable square feet contained in the “Second Portion of the 12 ^th Floor Space”, and Storage Unit B15 shall consist of 400 square feet and Storage Unit B13 shall consist of 500 square feet) and (b) the total rentable area of the Building is 352,951 rentable square feet.

Tenant shall have, as an appurtenance to the Premises, the nonexclusive right to use, and permit its employees and invitees to use, in common with others the common areas of the Building (collectively, the “ Common Areas ”); but such rights shall always be subject to (i) the rights of Landlord pursuant to Section 8.03 and (ii) such reasonable rules and regulations from time to time established by Landlord pursuant to Section 15.02.

1.02 Term . The term of this Lease (the “ Term ”) shall commence

(i) with respect to the 9 ^th Floor Space on October 1, 2010, or upon the earlier expiration or termination of that certain Lease dated May 27, 1998 (the “Merrill Lease”) between Landlord, as successor in interest to Yale University (“ Yale ”) Landlord’s predecessor-in-interest as landlord, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”) as tenant (the “ 9 ^th Floor Space Commencement Date ”);

(ii) with respect to the 11 ^th Floor Space, on August 1, 2008 or upon the earlier expiration or termination of that certain Lease dated February 9, 1998 (the “ Cornerstone Lease ”) between Landlord, as successor in interest to Yale, as landlord, and Cornerstone Equity Investors, LLC (“ Cornerstone ”), as tenant (the “ 11 ^th Floor Space Commencement Date ”);

(iii) with respect to the First Portion of the 12 ^th Floor Space, on the date on which Landlord shall deliver possession of such space to Tenant (the “ First Portion of the 12 ^th Floor Space Commencement Date ”);

(iv) with respect to the Second Portion of the 12 ^th Floor Space, on February 1, 2008 (the “ Second Portion of the 12 ^th Floor Space Commencement Date ”);

(v) with respect to Storage Unit B15 on the date Landlord shall deliver possession of such Storage Unit to Tenant (the “ Storage Unit B15 Commencement Date ”); and

(vi) with respect to Storage Unit B13 on October 1, 2010, or upon the earlier termination of the Merrill Lease (the “ Storage Unit B13 Commencement Date ”)

and the Term of this Lease shall end with respect to the entire Premises, unless sooner terminated as herein provided, on the day immediately preceding the fifteenth (15 ^th ) anniversary of the 12 ^th Floor Space Rent Commencement Date (as defined in Section 3.2 ) (the “ Expiration Date ”). However, if the 12 ^th Floor Space Rent Commencement Rent is a date other than the first day of a calendar month, than the Expiration Date shall be the last day of the calendar month in which the fifteenth (15 ^th ) anniversary of the 12 ^th Floor Space Rent Commencement Date occurs. If Tenant shall exercise the renewal right set forth in Article 26, the Term shall include the Renewal Term.

The 9 ^th Floor Space Commencement Date, the 11 ^th Floor Space Commencement Date, the First Portion of the 12 ^th Floor Space Commencement Date and the Second Portion of the 12 ^th Floor Space Commencement Date shall be referred to herein individually as a “Commencement Date”. The 9 ^th Floor Space, the Storage Unit B13 Space and the 11 ^th Floor Space shall be collectively referred to herein as the “Existing Premises”. Promptly after the occurrence of each such respective Commencement Dates, the parties shall execute and deliver to one another an agreement in form reasonably satisfactory to both Landlord and Tenant (each, a “ Commencement Date Agreement ”), each of which Commencement Date Agreements shall state, among other things, the Commencement Date with respect to each portion of the Premises and the Expiration Date of the Term hereof. The delay or failure of the parties to enter into the Commencement Date Agreement shall not affect the dates therein described as the respective Commencement Dates or the Expiration Date.

1.03 Delivery of Premises . The parties acknowledge that Tenant is currently occupying the Existing Premises pursuant to, in the case of the 9 ^th Floor Space and Storage Unit B13, a sublease from Merrill Lynch, and in the case of the 11 ^th Floor Space, a license from

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Cornerstone, and Tenant agrees to continue its occupancy and possession of the Existing Premises as a direct tenant of Landlord in such portion of the Premises in “as is” condition in all respects on the date hereof and on the 9 ^th Floor Commencement Date and on the 11 ^th Floor Commencement Date, respectively. Landlord hereby acknowledges Tenant’s right to use shaft, riser and conduit space currently serving the 9 ^th Floor Premises for Tenant’s electrical, mechanical and telecommunications equipment. Such rights of Tenant to continue to use such shaft riser and conduit space currently serving the 9 ^th Floor Premises shall be subject to (i) such rights, if any, to such spaces as may be held by Merrill Lynch pursuant to its lease with Landlord, and (ii) the right of Merrill Lynch to gain access (upon reasonable notice to Tenant and to Landlord, except in the event of an emergency) to any shaft riser and conduit space used by Merrill Lynch, but Landlord will designate alternative spaces for any such of Tenant’s requirements that may be disrupted or unaccommodated as a result of Merrill Lynch’s exercise of any such rights, and Tenant shall have the right to utilize such alternative spaces at Tenant’s sole cost and expense and pursuant to the provisions of Article 7. Subject to the performance by Landlord, at Landlord’s sole cost and expense, of certain work (“ Landlord’s Work ”) as described in Exhibit L , and certain work described in Section 2.03(b) , Landlord’s obligations contained in Section 6.01(b)(ii) , Tenant agrees to accept the 12th Floor Space vacant and free of tenants or occupants, with moveable personal property removed therefrom, and broom clean, but otherwise in its “as is” condition in all respects as of the date hereof. The taking of occupancy of the whole or any part of the 12th Floor Space by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts possession of the same and that the 12th Floor Space so occupied and the portions of the Building affecting the 12th Floor Space, including the lobby and the Building equipment servicing the 12th Floor Space, were in good and satisfactory condition at the time such occupancy was so taken and that the 12th Floor Space or such portion thereof, were substantially as shown on Exhibit B . Notwithstanding the foregoing, the taking of occupancy shall not be deemed to be conclusive evidence, as against Tenant that Landlord shall have satisfactorily completed Landlord’s Work, completed the work described in Section 2.03(b) or complied with Landlord’s covenants contained in Section 6.01(b)(ii) . Tenant acknowledges that the performance by Landlord of Landlord’s Work shall occur contemporaneously with the performance by Tenant of the Initial Improvements, and that such performance by Landlord of Landlord’s Work shall not affect the occurrence of the 12 ^th Floor Commencement Date. No promise of Landlord to alter, remodel, repair or improve the Premises or the Building and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, other than as may be otherwise expressly provided in this Lease. If Landlord, for any reason whatsoever, shall be unable to deliver to Tenant possession of any portion of the Premises on the respective Commencement Dates set forth herein, Landlord shall not be subject to any liability, nor shall the validity of this Lease or the obligations of Tenant hereunder be thereby affected, provided, however, that if (i) subject to Landlord’s obligation to perform certain work described in Section 2.03(b) as described in such Section, Landlord shall fail to deliver to Tenant possession of the entire 12 ^th Floor Space on or before the Second Portion of the 12 ^th Floor Space Commencement Date, then 12 ^th Floor Rent Commencement Date shall be deferred for one (1) day for each day from the 12 ^th Floor Commencement Date through the date upon which Landlord shall deliver to Tenant possession of the 12 ^th Floor Space, and (ii) if such failure to deliver extends beyond ninety (90) days after the Second Portion of the 12 ^th Floor Space Commencement Date for any reason other than Force Majeure (it being expressly agreed that for the purposes hereof the holding over by the existing occupant of any portion of the 12 ^th

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Floor shall not be considered to constitute Force Majeure), then as Tenant’s sole and exclusive remedy for such delay Tenant shall be entitled to one (1) additional day of rent abatement, in addition to any other free rent periods provided for herein, for each day that Landlord is delayed in delivering the entire 12 ^th Floor Space to Tenant. Without limiting the foregoing, the parties hereto expressly waive the provisions of Section 223-a of the New York Real Property Law (the “ NYRPL ”) and agree that this Section 2.02 constitutes an express “provision to the contrary” within the meaning of Section 223-a of the NYRPL.

1.04 Storage Space. Landlord shall lease to Tenant Storage Unit B15 for storage purposes only, and Tenant shall accept possession of the same for the Term in its “as is” condition commencing on the Storage Unit B15 Commencement Date, and at the Base Rent set forth on Exhibit K hereof. Additionally, Landlord shall lease to Tenant Storage Unit B13 for storage purposes only (in its “as is” condition) for the Term commencing on the Storage Unit B13 Commencement Date at the Base Rent set forth on Exhibit K hereof.

ARTICLE 2

USE

2.01 Use . The Premises shall be used and occupied by Tenant (and its permitted assignees and subtenants) solely as general, administrative and executive offices including the use of the offices to trade securities and such ancillary uses in connection therewith as shall be reasonably required and as are consistent with a First-Class Office Building) and for no other purpose; provided , however , that in no event shall any of the following be permitted in the Premises: (a) sale of wine, ale, beer or other alcoholic beverages kept in the Premises; (b) sale at wholesale or retail of any other products or materials kept in the Premises, by vending machines (except to Tenant’s employees and business guests) or otherwise, or demonstrations to the public, or as a restaurant or bar, or for the sale of candy, food, cigarettes, cigars, tobacco, newspapers, magazines, beverages or similar items, or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever (except by Tenant’s employees and business guests); (c) manufacturing, printing or electronic data processing, except for the operation of normal business office equipment and machines for Tenant’s own requirements, as distinguished from operation for commercial hire or for the sale of the products or services to others; (d) rendition of medical, dental or other diagnostic or therapeutic services, except that Tenant shall have the right to employ a resident nurse for Tenant’s employees normally working at the Premises; (e) conduct or maintenance of any gambling or gaming activities or any political activities or any club activities, whether private or public; (f) the offices or business of a governmental or quasi-governmental bureau, department or agency, foreign or domestic, including an autonomous governmental corporation or diplomatic or trade mission, or any other person or entity entitled to diplomatic or sovereign immunity; (g) a retail banking, trust company, depository, guarantee or safe deposit business; (h) a retail savings bank, savings and loan association or loan company; (i) sale to the public of travelers checks, money orders, drafts, foreign exchange or letters of credit or the receipt of money for transmission; (j) a retail stockbroker’s or retail dealer’s office or the retail sale of securities; (k) an employment agency, executive search firm or similar enterprise, (l) a labor union, school or vocational training center (except for the training of employees of Tenant intended to be employed at the Premises); (m) a barber shop or beauty salon; or (n) a travel agency.

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2.02 Permits . If any governmental license or any permit, other than a certificate of occupancy for the entire Building and/or Premises, shall be required for the proper and lawful conduct of Tenant’s business in the Premises and if failure to secure such license or permit would in any way adversely affect Landlord or the Building, then Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection. Tenant shall at all times comply with the terms and conditions of each such license or permit. In no event shall Tenant’s failure to procure or maintain such license or permit relieve Tenant from its obligations under this Lease. Landlord, throughout the Term, shall refrain from altering or modifying the permanent or temporary certificate of occupancy for the Building in any manner which would have the effect of (I) depriving Tenant of the legal right to the use of the Premises as “offices” at occupancy levels which are not less than the occupancy levels set forth in the existing certificate of occupancy for the Building, a copy of which is attached hereto as Exhibit O (the “existing certificate of occupancy”), or (II) eliminate Tenant’s right to cause each floor of the Premises to be loaded with a load at least equal to the permitted floor load set forth on the existing certificate of occupancy. Landlord and Tenant acknowledge that the current certificate of occupancy for the Building does not provide for Tenant’s use of the Terrace as described in Article 28, and that Tenant’s use thereof shall be subject to Tenant obtaining an amendment to the certificate of occupancy permitting such use. Tenant shall engage Landlord’s expeditor, Millrose Associates, to seek such amendment, and Landlord shall cooperate with Tenant and such expeditor by executing applications, and providing information and plans such as may be in Landlord’s possession, all without liability to Landlord and at Tenant’s sole but reasonable expense.

2.03 Environmental . (a) Throughout the Term, Tenant shall not undertake or permit any Environmental Activity (as defined below) to be undertaken in the Premises, or Building by Tenant’s employees, agents, contractors, or invitees other than (i) in compliance with all applicable Legal Requirements, (ii) as is customary for general office tenants in first-class office buildings in the Borough of Manhattan and (iii) in such a manner as shall avoid any liability on the part of Landlord and shall keep the Premises, Building and Land (as defined in Exhibit A ) free from any lien imposed pursuant to any Legal Requirement in respect of such Environmental Activity. Tenant shall take all necessary steps to ensure that any Environmental Activity undertaken or permitted at the Premises is undertaken in a manner as to provide prudent safeguards against potential risks to human health or the environment. Tenant shall notify Landlord as soon as practicable after Tenant becomes aware of the release of any Hazardous Materials (as hereinafter defined) from or at the Premises which could form the basis of any claim, demand or action by any party. Landlord, at its sole cost and expense, shall have the right from time to time to conduct an environmental audit of the Premises and Tenant shall cooperate, all reasonable respects, in the conduct of such environmental audit. If Tenant shall breach the covenants provided in this Section, then, in addition to any other rights and remedies which may be available to Landlord under this Lease or otherwise at law or in equity, Landlord may require Tenant to take all actions, or to reimburse Landlord for the costs of any and all actions taken by Landlord, as are necessary or reasonably appropriate to cure such breach. For purposes of this Section, “ Environmental Activity ” means any use, storage, installation, existence, release, threatened release, discharge, generation, abatement, removal, disposal, handling or transportation from, under, into or on the Premises of (A) any “hazardous substance” as defined in § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601(14), as amended; (B) any “hazardous waste” as defined in § 27-1301(1) of the

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New York Environmental Conservation Law; (C) petroleum, crude oil or any fraction thereof, natural gas or synthetic gas used for fuel; and (D) any additional substances or materials which at such time are classified or considered to be hazardous or toxic under the laws of the State of New York or any other Legal Requirements (the materials described in clauses (A) through (D) above are collectively referred to herein as “ Hazardous Materials ”). The obligations of Tenant under this Section 2.03 shall survive the expiration or sooner termination of this Lease.

(b) Landlord and Tenant acknowledge and agree that promptly following the 12 ^th Floor Space Commencement Date, Tenant shall, at Tenant’s sole cost and expense, demolish portions of the 12 ^th Floor Space in stages in connection with the performance of Tenant’s Initial Improvements to the 12 ^th Floor Space, but, pursuant to applicable Legal Requirements, such demolition may be performed by Tenant only pursuant to the delivery to the New York City Department of Buildings (the “Department”) of either an ACP-5 Certificate (indicating that no asbestos containing materials (“ACM”) will be affected by such demolition), or an ACP-7 Certificate (indicating that ACM will be affected by such demolition and will be abated in accordance with Legal Requirements). Because Landlord has agreed to abate any ACM as may exist in the 12 ^th Floor Space at Landlord’s sole cost and expense, and Tenant has agreed to perform all demolition at Tenant’s sole cost and expense, Landlord and Tenant have agreed to cooperate as hereinafter set forth. If Tenant shall seek to demolish any portion of the 12 ^th Floor Space, Tenant shall give Landlord fifteen (15) days notice of Tenant’s intent to so demolish such portion, which notice shall be accompanied by a demolition plan therefore, in form and substance suitable for submission to the Department. Landlord shall within fifteen (15) days thereafter, and at Landlord’s sole cost and expense, (i) engage a licensed ACM investigator to enter upon and examine such premises and take such actions as may be required to issue an ACP-5 or an ACP-7, as the case may be, with respect to such demolition plan, and (ii) apply for and secure a permit from the Department for Tenant to perform such demolition. If Landlord shall fail to deliver to Tenant a permit for the performance by Tenant of such demolition within such fifteen (15 days period for any reason (including Force Majeure) other than as a result of Tenant Delay, then for each day after such fifteen (15) day period until the date Landlord shall deliver such permit to Tenant, the 12th Floor Rent Commencement Date with respect to such portion of the 12th Floor space shall be deferred for one (1) additional day, or, if the 12 ^th Floor Space Rent Commencement Date has already occurred, then the Gross Rent payable for such portion of the 12 ^th Floor Space shall be abated one (1) day for each day after such fifteen (15) day period. If such demolition by Tenant shall be performed in a portion of the 12 ^th Floor Space that requires the abatement of ACM (“Abatement Space”), then Landlord shall enter upon such Abatement Space following notice by Tenant that such Abatement Space is available for abatement (and that any demolition required to be performed in order to permit such abatement has been completed), and Landlord shall abate such ACM in accordance with all Legal Requirements, and shall thereafter deliver to Tenant an ACP-5 Certificate with respect to such Abatement Space indicating that such Abatement Space is free of any ACM as would be required to be abated in connection with the performance of Tenant’s Initial Improvements (as defined in Article 7 ), which abatement of ACM and delivery to Tenant of such ACP-5 Certificate shall be completed by Landlord in not more than five (5) Business Days, provided, however, if the ACM to be so abated from such Abatement Space shall include friable ACM, then such abatement and delivery to Tenant of an ACP-5 Certificate shall be completed in not more than eight (8) Business Days. If Landlord’s abatement of ACM from any Abatement Space

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(including the delivery of such ACP-5 Certificate to Tenant) shall not be completed within such five (5) Business Day or eight (8) Business Day period, as the case may be, for any reason (including Force Majeure) other than as a result of Tenant Delay, then for each day of actual delay beyond such five (5) Business Day or eight (8) Business Day period, as the case may be until the date Landlord shall complete such abatement of ACM in such a Abatement Space, the 12 ^th Floor Space Rent Commencement Date with respect to such Abatement Space shall be deferred for one (1) additional day, or, if the 12 ^th Floor Space Rent Commencement Date has already occurred, then the Gross Rent payable for the Abatement Space shall be abated for one (1) day for each day beyond such five (5) Business Day or eight (8) Business Day period, as the case may be. Notwithstanding the specific time provisions set forth in this Section 2.03(b) , Landlord will use all commercially reasonable efforts to complete all such ACM inspections, abatements and filings as may be required, and will coordinate such activities with Tenant’s Initial Improvements, so as to minimize any delay of or interference with the performance of Tenant’s Initial Improvements.

(c) If during the course of Tenant’s Initial Improvements to any portion of the 12 ^th Floor Space with respect to which Landlord shall have delivered an ACP-5 Certificate pursuant to the provisions of Section 2.03(b) above, Tenant shall encounter ACM required to be abated pursuant to applicable Legal Requirements then Tenant shall cease its performance of such Initial Improvements as may be necessary so that Landlord, with all reasonable promptness, at Landlord’s sole cost and expense, and as Landlord’s sole obligation to Tenant with respect thereto, shall abate such ACM in compliance with Legal Requirements, and if and to the extent that Tenant’s performance of the Initial Improvements to such portion of the 12 ^th Floor Space shall actually be delayed as a result of Landlord’s performance of such ACM abatement, then for each day of actual delay, the 12 ^th Floor Space Rent Commencement Date shall be deferred for one (1) day, but only with respect to such portion of the 12 ^th Floor Space actually so affected. Upon completion of such work by Landlord, Landlord shall obtain such permits and approvals as may be required to permit Tenant to resume the performance of Tenant’s Initial Improvements.

(d) Landlord represents that, to the best of Landlord’s knowledge (except for the presence of asbestos-containing materials described in Section 2.03(b) above), there are no Hazardous Materials present at or in the 12th Floor Space, the nature, concentration or condition of which violates any Legal Requirement, and Landlord agrees that it shall use all commercially reasonable efforts to not undertake or permit any Environmental Activity in the Common Areas other than (i) in compliance with all applicable Legal Requirements, (ii) as is customary for first-class office buildings in the Borough of Manhattan and (iii) in such a manner as to provide reasonably prudent safeguards against reasonably anticipated risks to human health or the environment. If, at any time during the Term, (y) Tenant becomes aware of any circumstance or condition which renders Landlord’s representation above to be inaccurate or breached in any material respect, Tenant shall promptly advise Landlord thereof, and the basis of such contention, or (z) if Landlord becomes aware that the foregoing representation or covenant was inaccurate or breached in any material respect (other than by the acts of Tenant or its agent), then in either of such cases Landlord’s sole obligation to Tenant, and in lieu of any other remedy available to Tenant in connection with such inaccuracy or breach, Landlord shall take all commercially reasonable actions necessary to correct any condition or conditions the existence of which renders such representation inaccurate or results in a breach of such covenant.

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2.04 Floor Density. The parties acknowledge that the existing certificate of occupancy for the Building with respect to the Premises permits a maximum of 240 occupants per each of the 9 ^th , 11 ^th and 12 ^th floors, and Tenant shall in no event exceed such permitted floor density on such floors.

ARTICLE 3

RENT

3.01 Gross Rent . The “ Gross Rent ” or the “ Rent ” shall consist of (a) Base Rent (as herein defined) and (b) additional rent (“ Additional Rent ”) consisting of all other sums of money that shall become due from and payable by Tenant to Landlord hereunder.

3.02 Base Rent . (a) The annual base rent (the “ Base Rent ”) for the Premises payable by Tenant is set forth in Exhibit K .

(b) Base Rent for the Premises shall be payable by Tenant in twelve (12) equal monthly installments in advance on or before the first day of each calendar month during the Term commencing on the applicable Rent Commencement Date (prorated in the case of the first installment if the Rent Commencement Date is not the first day of the month) and on the first day of each calendar month thereafter. Upon the execution of this Lease, Tenant shall deliver to Landlord a Guaranty executed by MF Global Limited, an entity whose shares are publicly traded on the New York Stock Exchange in the form annexed hereto as Exhibit J.

(c) Notwithstanding anything to the contrary provided elsewhere in this Lease, but except as otherwise provided in this Subsection (c), and subject to the penultimate sentence of Section 1.03, no Base Rent or Additional Rent shall be payable with respect to the period beginning on the First Portion of the 12 ^th Floor Space Commencement Date and ending on the day preceding the 12 ^th Floor Space Rent Commencement Date (as herein defined). Notwithstanding the foregoing, Tenant shall pay for electricity furnished to the Premises from and after the First Portion of the 12 ^th Floor Space Commencement Date, the 9 ^th Floor Space Commencement Date and the 11 ^th Floor Space Commencement Date, respectively in accordance with the terms of Article 5 hereof. The 9 ^th Floor Space Rent Commencement Date shall mean the 9 ^th Floor Space Commencement Date; the 11 ^th Floor Space Rent Commencement Date shall mean the 11 ^th Floor Space Commencement Date; and the 12 ^th Floor Space Rent Commencement Date (with respect to both the First Portion of the 12 ^th Floor Space and the Second Portion of the 12 ^th Floor Space) shall mean the date which is five (5) consecutive calendar months following the Second Portion of the 12 ^th Floor Space Commencement Date. The 9 ^th Floor Space Rent Commencement Date, the 11 ^th Floor Space Rent Commencement Date and the 12 ^th Floor Space Rent Commencement Date shall be referred to herein individually as a “ Rent Commencement Date ”. Notwithstanding the foregoing, in the event the Merrill Lease terminates prior to September 30, 2010, Tenant will pay rent and additional rent (on account of operating expenses and real estate taxes) to Landlord for the 9 ^th Floor Space in the amount as would be payable pursuant to that certain

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sublease dated July 18, 2002, between Merrill Lynch, as Sublandlord, and Man Group USA, Inc., as Subtenant, and the 9 ^th Floor Space Rent Commencement Date will not occur until October 1, 2010; in the event the Cornerstone Lease terminates prior to July 31, 2008, Tenant will pay rent and additional rent (on account of operating expenses and real estate taxes) to Landlord for the 11 ^th Floor Space in the amount as would be payable pursuant to that certain license agreement dated June 18, 2004, between Cornerstone, as Licensor, and Man Group USA Inc., as Licensee, and the 11 ^th Floor Space Rent Commencement Date will not occur until August 1, 2008.

3.03 Manner of Payment . (a) Tenant may pay the Base Rent and Additional Rent by unendorsed check, subject to collection, payable to Landlord and drawn on a New York City branch of a bank or trust company located in New York City or, if requested by Landlord, by wire transfer of immediately available federal funds to an account as may be described in such request by Landlord.

(b) Tenant covenants to pay all Gross Rent as the same shall become due and payable under this Lease at the times and in the manner provided herein without notice or demand and without setoff, abatement, deduction or counterclaim, except as expressly provided in this Lease. Landlord shall have the same rights for default in the payment of Additional Rent as for default in the payment of Base Rent hereunder. If Tenant shall fail to pay any installment of Base Rent or Additional Rent when due and such failure shall continue for a period of five (5) Business Days, Tenant shall pay interest thereon from the date when such Base Rent or Additional Rent became due and payable to the date of Landlord’s receipt thereof at a rate per annum (the “ Stipulated Rate ”) equal to the lesser of (i) four percentage points (4%) above the rate from time to time announced by Citibank, N.A., or its successor, as its “base rate” to be in effect at its principal office in New York, New York or (ii) the maximum rate permitted by applicable law.

3.04 Illegality . If any of the Gross Rent payable hereunder shall be or become uncollectible, reduced or required to be refunded because of any Legal Requirement, Tenant shall enter into such agreements and take such other actions (without additional expense to Tenant) as Landlord may reasonably request and as may be legally permissible to permit Landlord, during the continuance of such Legal Requirement, to collect the maximum rents as may be legally collectible (and not in excess of the amounts reserved therefor under this Lease). Upon the termination of such Legal Requirement, (a) the Gross Rent shall become and thereafter be payable in accordance with the amounts reserved herein and (b) Tenant shall pay to Landlord upon demand, to the extent legally permissible, an amount equal to (i) the Gross Rent which would have been paid pursuant to this Lease but for such Legal Requirement less (ii) the rents and payments in lieu of rent paid by Tenant during the period in which such Legal Requirement was in effect.

3.05 Occupancy Tax . Tenant shall pay to Landlord upon demand any occupancy tax or tax in lieu thereof related to Tenant’s occupancy of the Premises if the same shall become payable by Landlord (and not by Tenant) in the first instance, or is at any time required to be paid by Landlord and not by Tenant.

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ARTICLE 4

ESCALATIONS

4.01 Definitions . As used in this Lease:

“ Base Operating Expenses ” means the Operating Expenses (as hereafter defined) paid or incurred by Landlord for the calendar year commencing January 1, 2008 (the “ Base Year ”).

“ Base Real Estate Taxes ” means the Real Estate Taxes (as hereafter defined) payable by Landlord with respect to the Building for the Tax Year commencing on January 1, 2008, i.e. , one-half of the Real Estate Taxes for the fiscal Tax Year beginning July 1, 2007 and ending June 30, 2008, plus one-half of the Real Estate Taxes for the first Tax Year beginning July 1, 2008, and ending June 30, 2009 (the “ Base Year ”).

“ Landlord’s Statement ” means a statement furnished by Landlord to Tenant containing (i) a reasonably itemized statement of Operating Expenses for such calendar year and (ii) with respect to any calendar year after the Base Year, a computation of the Tenant’s Operating Payment for such calendar year.

“ Operating Expenses ” means, without duplication, all costs, expenses and amounts (and taxes thereon, if any) of every kind and nature which are paid, incurred or accrued for by or on behalf of Landlord determined on an accrual basis, and, except as expressly set forth below, in accordance with generally accepted accounting principles, consistently applied (“GAAP”), with respect to the operation, cleaning, repair, safety, management, administration, security, maintenance, replacement, restoration, and operation of the Building and with respect to the provision of services to tenants (all of the foregoing, collectively, being “ Building Services ”), including without limitation (i) salaries, wages and bonuses and any hospitalization, medical, surgical, union and general welfare benefits (including group life insurance), pension, retirement or life insurance plans and other benefits for or similar expenses for all persons engaged in the rendering of Building Services; (ii) social security, unemployment and other payroll taxes, disability and workmen’s compensation coverage imposed by Legal Requirements, union contract or otherwise with respect to said employees (collectively with the items referred to in clause (i) above, “ Wages ”), provided, however, that if any such employees are not engaged exclusively in rendering the Building Services, then the Wages of or for such employees shall be included in the Operating Expenses on a pro-rated basis, based upon the proportion of such employees’ total work time that is spent engaged in rendering the Building Services; (iii) the cost of obtaining or providing utilities for the Building, including without limitation electricity (other than electricity to portions of the Building (herein called “ Leaseable Areas ”) that are leased to tenants or are available for lease, whether or not the same are then being marketed), gas, steam, water, sewer, heat, ventilation, air conditioning, chilled or condenser water, oil and other fuel; (iv) insurance applicable to the Building, including without limitation casualty, rent, liability, fidelity, plate glass and any other insurance; (v) the cost of repairs, maintenance and painting (other than painting of Leaseable Areas); (vi) the cost or rental (on commercially reasonable terms) of all building and cleaning supplies, tools, materials and equipment;

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(vii) the cost of uniforms and work clothes and dry cleaning thereof of employees of Landlord (or personnel whose wages are chargeable to Landlord) engaged in the rendering of Building Services; (viii) the cost of janitorial and cleaning services, window cleaning, trash collection and removal, snow removal, concierge, guard, watchman or other security personnel, or services, if any; (ix) expenditures for capital improvements and capital equipment (a) made primarily to reduce Operating Expenses, or to comply with any Laws or other governmental requirements, or (b) for replacements (as opposed to additions or new improvements) of non-structural items located in the common areas of the Building, as the case may be) and required to keep such areas in good condition; provided, all such permitted capital expenditures (together with reasonable financing charges) shall be amortized for purposes of this Lease on a straight line basis over the useful life of the item in question, as reasonably determined in accordance with GAAP, provided, however, that in no event shall the amount to be included in Operating Expenses for any capital improvement or capital equipment made primarily to reduce Operating Expenses for any calendar year exceed the amount by which such expenses were reasonably estimated by Landlord’s consultants to be reduced in that calendar year by reason of such capital improvement or capital equipment; (x) management fees in an amount which shall not exceed the lesser of (i) the fees actually paid to any managing agent, or (ii) a sum equal to three percent (3%) of Gross Rents from the Building; (xi) charges of independent contractors and consultants performing Building Services; (xii) telephone, stationery, office supplies and other office costs of administration; (xiii) legal, accounting and other professional fees and disbursements incurred in connection with the provision of Building Services; (xiv) association fees and dues with respect to associations of which owners of other non-institutional, nongovernmental first-class office buildings located in the Borough of Manhattan (“ First-Class Office Buildings ”) are customarily members; (xv) decorations of the type customarily installed in First-Class Office Buildings (except that Operating Expenses shall not include (A) the cost of decorating any Leaseable Areas or (B) the cost of acquiring leasing, restoring, removing or replacing sculpture, paintings or other objects of art); (xvi) depreciation of hand tools and other movable equipment used in the rendering of Building Services to the extent the cost thereof is not expensed in the year of purchase; (xvii) interior and exterior landscaping; (xviii) the cost of providing pest extermination services; (xix) the rental value of the Landlord’s building office and any other leaseable premises in the Building utilized by the personnel of either Landlord or Landlord’s agents in connection with the rendering of Building Services provided, that, the same does not exceed 3,000 square feet in the aggregate; (xx) all other fees, costs, charges and expenses properly allocable to the repair, replacement, maintenance, operation and/or security of the Building in accordance with then prevailing customs and practices of the commercial real estate industry in the Borough of Manhattan, City of New York; (xxi) permits, licenses, and certificates necessary to operate, manage and lease the Building; (xxii) cost of any amenities provided for the benefit of all tenants of the Building, such as the conference center; and (xxiii) payments under any easement, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs in any planned development, including but not limited to a certain Tenancy in Common Agreement dated as of September 8, 2004, by and between NY-717 Fifth Avenue, L.L.C., NY-717 Fifth Avenue Office, L.L.C., and 717 GFC, LLC (the “ TICA ”).

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The foregoing costs and expenses however, shall exclude or have deducted from them, as the case may be, (A) expenditures for capital improvements, other than those referred to in clause (ix)  above and in the paragraph following this proviso; (B) any cost for which Landlord is reimbursed through proceeds of insurance, condemnation awards, guarantees or by other tenants or occupants (other than pursuant to the payment of Operating Expenses); (C) costs of repairs, replacements or restorations incurred by reason of fire or other casualty or condemnation to the extent Landlord is compensated therefor or in any case where Landlord is so entitled to compensation, but Landlord fails to be so compensated due to Landlord’s negligent acts or omissions in the collection thereof, the amount of compensation to which Landlord would have been entitled; (D) depreciation or amortization, except as provided in clause (ix)  above and in the paragraph following this proviso; (E) brokerage commissions, advertising, attorneys’ fees and other expenses incurred by Landlord or its agents in connection with the leasing of space in the Building to tenants or the renewal of leases, including, without limitation, tenant allowances, lease takeover or takeback costs, incentives and all costs and expenses of any demolition in, painting, carpeting, or refurbishing of, or alterations or improvements to, any Leaseable Areas to prepare the same for leasing or re-leasing; (F) the cost of any work or service, including the provision of electricity, performed for any tenant (including Tenant) which is paid for by such tenant other than pursuant to this Article 4 or comparable provisions in the leases of such tenants; (G) financing and refinancing costs, mortgage interest and amortization payments, ground rent or any other payments paid under ground leases, together with any related interest or penalties; (H) expenditures for any alteration, renovation, layout and finish of any space in the Building performed in connection with occupancy of such space by a tenant or in connection with a renewal of a lease for such space with the existing tenant thereof; (I) costs and expenses, including legal fees, incurred in connection with the enforcement of leases (other than in connection with a tenant maintaining a nuisance in the Building); (J) Real Estate Taxes; and (K) franchise and income taxes of Landlord, capital stock, transfer, inheritance, estate, succession or gift taxes; (L) any fee or other expenditure paid to any corporation or entity related to or affiliated with Landlord in excess of the amount which would be reasonably paid in the absence of such relationship (but expressly excluding management fees as permitted pursuant to (x) above); (M) the portion of any employee’s Wages allocable to the portion of such employee’s time spent providing services to properties other than the Building; (N) Wages of executives above the position of Building manager; (O) all costs and expenses for any special events, receptions and concerts; (P) all costs and expenses relating to any common areas used exclusively by or independently paid by or on behalf of, or for the benefit of, the retail tenants in the Building; (Q) all costs and expenses relating to any garage, dining facility, athletic, fitness or recreational club facility or any observatory, antenna or other specialty facility not made available to all tenants including Tenant; (R) the costs of acquisitions with respect to all sculptures, paintings and other works of art; (S) the cost of any electricity, or condenser water furnished to the Premises or any other Leaseable Areas of the Building for which Landlord is compensated by the tenant(s) thereof, (T) legal and accounting fees relating (i) to disputes with tenants, prospective tenants or other occupants of the Building or any part thereof, (ii) to disputes with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or any part thereof or (iii) to negotiations of underlying leases or space leases, contracts of sale or mortgages; (U) costs incurred with respect to a sale or transfer of all or any portion of the Building or any interest therein or in any person of whatever tier owning an interest therein; (V) to the extent any costs includable in Operating Expenses are incurred with respect to both the

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Building and other properties, there shall be excluded from Operating Expenses a fair and reasonable percentage thereof which is properly allocable to such other properties; (W) the cost of any judgment, settlement or arbitration award resulting from any liability of Landlord and all expenses incurred in connection therewith, except to the extent that the underlying basis of such liability is for costs which would otherwise be includable in Operating Expenses hereunder; (X) the cost of acquiring, installing or replacing any electric, water, steam, gas or chilled or condenser water meter or submeter which Landlord may provide to any of the tenants in the Building; (Y) costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act or similar law; (Z) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord (or any affiliate of Landlord); (AA) the cost of installing any sign on or in the Building which identifies any occupant of the Building; (BB) costs incurred to remedy violations of Legal Requirements (except that such compliance costs shall not be excluded if and to the extent that such costs, (i) would otherwise be includable in Operating Expenses and (ii) relate to work which, if made to any Leaseable Area of the Building (or to the passenger elevator lobby or any common corridors on any multi-tenant floor of the Building), would not, if such Leaseable Area (or such lobby or corridors on a multi-tenant floor, as the case may be) were demised by this Lease, be the responsibility of Tenant under any of the provisions of this Lease, and in no event shall there be included in Operating Expenses any interest, fines or penalties resulting therefrom, that arise by reason of Landlord’s failure to construct, maintain or operate the Building or any part thereof in compliance with such Legal Requirements or any violation of Legal Requirements by another Tenant in the Building; (CC) costs paid or incurred in connection with the removal, replacement, enclosure, encapsulation or other treatment of any Hazardous Materials in the Building, except non-capital costs of storage or handling of Hazardous Materials (as distinguished from the treatment or disposal of Hazardous Materials) the nature or presence of which does not constitute a breach of the representations or constitute an obligation of Landlord pursuant to Section 2.03(b); (DD) any payments or credits actually received by Landlord for recyclable materials and wastepaper for a particular calendar year within the Term shall be deducted from Operating Expenses for such calendar year; (EE) all costs and expenses incurred by Landlord in connection with the formation, and maintaining in good standing, of any corporate or legal entity that constitutes Landlord; (FF) all charitable and political contributions; (GG) if any space used for office space as of the date of this Lease is converted to another use, any incremental costs incurred as a result of such conversion and new use; and (HH) all costs and expenses directly attributable to the repair, maintenance and operation of the Co-generation facility to generate electricity for the Building.

If during all or part of any calendar year Landlord shall not furnish any particular item of Building Services (the cost of which would otherwise constitute an Operating Expense) due to the fact that (A) any portion of the Building is not occupied or leased, (B) any tenant of the Building is itself obtaining and providing such item of Building Services, (C) such item of Building Services is not required or desired by the tenant or any portion of the Building or (D) for any similar reason, then, for the purposes of computing Operating Expenses, the cost of Building Services for such period, including the Base Year, shall be deemed to be increased by an amount equal to the additional costs and expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such items of Building Services and the Building had been 100% occupied throughout the calendar year.

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“ Real Estate Taxes ” means all federal, state, county and local governmental or municipal taxes, fees, charges, or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, including without limitation, real estate, ad valorem and personal property taxes, assessments (special or otherwise), sewer and water rents, rates and charges, transit taxes, taxes or fees based upon the receipt of rent or other revenue including gross receipts or sales taxes applicable to the receipt of rent or service or value added taxes, other than general income and gross receipts taxes, provided that any such tax 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, county taxes and any other governmental levies, impositions or charges of any nature, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be or become payable by Landlord with respect to, or be assessed, levied or imposed upon, all or any part of the Building, and all expenses, including fees and disbursements of counsel, experts and consultants, reasonably incurred by, or reimbursable by, Landlord in connection with the assessment process or any application for a reduction in the assessed valuation for the Building or for a judicial review thereof. If due to a future change in the method of taxation (x) any franchise, income (other than an income tax which is applicable to other parties in addition to owners of real property), profit or other tax shall be levied against Landlord in substitution in whole or in part for or in lieu of, or in lieu of an increase in, any tax which would otherwise constitute a Real Estate Tax, or (y) a tax or excise shall be imposed upon or measured by rents, in substitution in whole or in part for or in lieu of any tax which would otherwise constitute a Real Estate Tax, then in either of such events, such franchise, income, profit or other tax, or tax or excise imposed upon or measured by rents, shall be deemed to be a Real Estate Tax for the purposes hereof; provided that for purposes of such inclusion, the amounts described in clause (x)  and (y)  above shall be computed as if Landlord owned the entire Building (subject, however, to Article 22 ) and the same was the only real estate owned by Landlord. If any assessment included in Real Estate Taxes may be payable over time, Landlord shall elect to pay the same in installments over the longest period permitted by law without incurring a penalty, and each such installment and the interest thereon, if applicable, shall be deemed to be a Real Estate Tax for the purposes hereof but only to the extent that such installment becomes due during any Tax Year. “ Real Estate Taxes ” shall not include any franchise, capital stock, transfer, inheritance, estate, succession, gift or net income taxes, or any interest or penalties thereon charged or imposed by the applicable taxing authority.

“ Tax Year ” means each period of twelve (12) months commencing on July 1st of each year, or such other period of twelve (12) months as hereafter may be adopted as the fiscal year for real estate tax purposes in the Borough of Manhattan, that includes any part of the Term, with appropriate adjustment in the event of any change in such fiscal year.

“ Tenant’s Operating Share ” means, for any period, a fraction whose numerator is the number of square feet of rentable area in the Premises and whose denominator is the number of square feet of rentable area of the Building. Landlord and Tenant hereby agree that for purposes of this Lease the fraction described in the foregoing sentence is on the date hereof: with respect to the 9 ^th Floor Space, 6.62%; with respect to the 11 ^th Floor Space, 5.81%; and with respect to the 12 ^th Floor Space, 5.84%.

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“ Tenant’s Tax Share ” means, for any period, a fraction whose numerator is the number of square feet of rentable area in the Premises and whose denominator is the number of square feet of rentable area in the Building. Landlord and Tenant hereby agree that for purposes of this Lease the fraction described in the foregoing sentence is on the date hereof: with respect to the 9 ^th Floor Space, 6.62%; with respect to the 11 ^th Floor Space, 5.81%; and with respect to the 12 ^th Floor Space, 5.84%.

4.02 Tenant’s Operating Payment . (a) If the Operating Expenses for any calendar year during the Term shall exceed Base Operating Expenses, Tenant shall pay as Additional Rent a sum (“ Tenant’s Operating Payment ”) equal to Tenant’s Operating Share of such excess. If any Commencement Date or Expiration Date shall occur on a date other than January 1 or December 31, respectively, or if Tenant’s Operating Share shall be increased or deceased during any calendar year during the Term, then Tenant’s Operating Payment shall be appropriately prorated.

(b) Prior to the beginning of each calendar year during the Term commencing with the calendar year 2009, Landlord shall present to Tenant an estimate in reasonable detail of (i) Operating Expenses for such calendar year and (ii) Tenant’s Operating Payment for such calendar year (“ Tenant’s Estimated Operating Payment ”), which estimate shall be based on actual expenses for the prior calendar year and reasonably anticipated changes therein for the current calendar year. Tenant shall pay Tenant’s Estimated Operating Payment for each calendar year in twelve (12) equal monthly installments in advance on the first day of January, 2009 and on the first day of each calendar month thereafter. Tenant’s Estimated Operating Payment for any calendar year, and Tenant’s monthly installments, may be adjusted from time to time, but not more than twice, during such calendar year by notice from Landlord to Tenant. In the event that Tenant’s Estimated Operating Payment with respect to any calendar year during the Term shall not have been established in accordance with this subsection (b) prior to the beginning of the applicable calendar year, then Tenant’s Estimated Operating Payment for such year shall be deemed to be equal to Tenant’s Estimated Operating Payment for the immediately preceding calendar year until Landlord adjusts the amount thereof.

(c) Within one hundred twenty (120) days after the end of each calendar year, any portion of which falls during the Term commencing with 2009, or as soon as reasonably practicable thereafter, Landlord shall deliver to Tenant a Landlord’s Statement showing the Operating Expenses for such calendar year, computed on an accrual basis, certified by an authorized financial officer, not personally, but on behalf of Landlord, and comparing Tenant’s Estimated Operating Payment with Tenant’s Operating Payment; provided , however , that Landlord shall use commercially reasonable efforts to deliver to Tenant a Landlord’s Statement no later than six (6) months after the end of any applicable calendar year. If Tenant’s Estimated Operating Payment exceeds Tenant’s Operating Payment for such calendar year, Landlord shall pay to Tenant (in the form of a credit against the Additional Rent next due and the balance, if any, against the installment of Base Rent next due or, if neither Additional Rent nor Base Rent is to thereafter become due, by payment to

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Tenant within thirty (30) days after the rendering of such statement) an amount equal to such excess. If Tenant’s Operating Payment exceeds Tenant’s Estimated Operating Payment for such calendar year, Tenant shall pay to Landlord, within thirty (30) days of receipt of the statement, an amount equal to such difference.

4.03 Tenant’s Tax Payment . (a) If Real Estate Taxes for any Tax Year shall exceed Base Taxes, Tenant shall pay as Additional Rent for such Tax Year a sum (“ Tenant’s Tax Payment ”) equal to Tenant’s Tax Share of such excess. If any Commencement Date or the Expiration Date shall occur on a date other than July 1 or June 30, respectively, or if Tenant’s Tax Share shall be increased or decreased during any New York City fiscal tax year during the Term, then Tenant’s Tax Payment shall be appropriately prorated.

(b) When Real Estate Taxes for a Tax Year have been determined, Landlord shall deliver to Tenant a Landlord’s Statement, accompanied by copies of the relevant tax bills, setting forth the Real Estate Taxes for such Tax Year and, for each Tax Year that occurs after the Base Tax Year, Tenant’s Tax Payment for such Tax Year and the dates on which Landlord is obligated under law to pay the Real Estate Taxes in respect of such Tax Year (the “ Payment Dates ”), with the percentage of the Real Estate Taxes payable on each Payment Date. Subject to the next succeeding sentence, Tenant shall pay to Landlord fifteen (15) days before each Payment Date the same percentage of Tenant’s Tax Payment for such Tax Year as the percentage of Real Estate Taxes for such Tax Year payable by Landlord on such Payment Date. In no event shall Tenant be obligated to make any payment of Tenant’s Tax Payment sooner than twenty (20) days after receipt by Tenant of the relevant Landlord’s Statement.

(c) If there shall be any increase or decrease in Real Estate Taxes for any Tax Year, whether during or after such Tax Year, Landlord shall furnish to Tenant a revised Landlord’s Statement for such Tax Year, and Tenant’s Tax Payment for such Tax Year shall be adjusted. The amount of any overpayment by Tenant reflected in such Landlord’s Statement shall be credited against succeeding installments of Additional Rent and the balance, if any, against the installment of Base Rent next due or, if neither Additional Rent nor Base Rent is to thereafter become due, by payment to Tenant within thirty (30) days after the rendering of such statement. The amount of any underpayment reflected in such Landlord’s Statement shall be paid by Tenant within thirty (30) days after receipt of such Landlord’s Statement. If Landlord shall receive a refund of Real Estate Taxes for any Tax Year, Landlord, within thirty (30) days after receipt of such refund, shall pay to Tenant Tenant’s Tax Share of the net refund (i.e., the refund minus the costs and expenses of obtaining the same, including, without limitation, appraisal, accounting and legal fees, to the extent that such costs were not included in the Real Estate Taxes for such Tax Year).

(d) For purposes of this Lease, the amount of any decrease in Real Estate Taxes for any Tax Year shall be reduced by the sum of (i) all costs and expenses, including reasonable counsel fees, incurred by Landlord in connection with such decrease (including, without limitation, costs and expenses related to any application or proceeding brought by or on behalf of Landlord) and (ii) all such costs and expenses incurred by Landlord in connection with efforts to reduce Real Estate Taxes for any other Tax Years (whether or not any reduction was actually obtained) not theretofore recovered through tax refunds for such other

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Tax Years or otherwise. Nothing herein contained shall obligate Landlord to bring any application or proceeding seeking a reduction in Real Estate Taxes or assessed valuation, provided, however, that in the event Landlord shall enter into any settlement with the City of New York or any other applicable taxing authority with respect to Real Estate Taxes or the assessed valuation of the Building for any Tax Year, and if such settlement encompasses properties other than the Building, Landlord shall ensure that the Real Estate Taxes allocated to the Building under such a settlement shall be reasonably equitable. Tenant, for itself and its immediate and remote subtenants and successors in interest hereunder, hereby waives, to the fullest extent permitted by applicable law, any right Tenant may now or in the future have to protest or contest any Real Estate Taxes or to bring any application or proceeding seeking a reduction in Real Estate Taxes or assessed valuation or otherwise challenging the determination thereof.

(e) The benefit of any discount for the early payment or prepayment of Real Estate Taxes shall accrue solely to the benefit of Landlord and such discount shall not be subtracted from Real Estate Taxes except to the extent Tenant shall have provided prior to the date of such early payment or prepayment the funds for Tenant’s Tax Share thereof.

4.04 Records . Landlord shall maintain in an orderly manner all of its records pertaining to Tenant’s Operating Payment and Tenant’s Tax Payment for a period of three (3) years after the completion of each calendar year, or Tax Year, as the case may be. Landlord shall maintain such records on a current basis, in a manner consistent with the provisions of this Lease. At Tenant’s sole cost and expense, Tenant or its representative (provided such representative shall not be compensated, in whole or in part, on a contingency fee basis) shall have the right to examine and photocopy at Tenant’s expense such records upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than one hundred eighty (180) days following the furnishing of the Statement. Tenant may take exception to matters included in Taxes, Operating Expenses, or Landlord’s computation of Tenant’s Operating Share or Tenant’s Tax Share, as the case may be, by sending notice specifying such exception and the reasons therefor to Landlord no later than ninety (90) days after Landlord makes such records available for examination. Such Statement shall be considered final, except as to matters to which exception is taken after examination of Landlord’s records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord’s ability to budget and incur expenses depends on the finality of such Statement, and accordingly agrees that time is of the essence of this paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Landlord, subject to the provisions of the next sentence, shall refer the matter to an independent certified public accountant of national reputation (“ CPA ”) , selected by Landlord and reasonably satisfactory to Tenant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. If Landlord has already retained, in response to another tenant’s exceptions, a CPA to certify one or more of the matters to which Tenant has taken exception, then, upon Landlord’s receipt of such CPA’s certification, Landlord shall provide a copy of the relevant portions thereof to Tenant and, based upon such certification, Landlord shall recalculate, to the extent applicable and for the period of time in question, the amount of those particular matters included in Tenant’s Pro rata Share of Taxes or Operating Expenses to which Tenant took exception. In connection with any examination by Tenant of Landlord’s books and records, Tenant agrees to treat, and to instruct its employees, accountants and

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representative to treat, all information as confidential and not disclose it to any other person and to confirm and, if requested, cause its employees, accountants and agents to confirm such agreement in a separate written agreement if requested by Landlord. As a condition precedent to Tenant’s exercise of its right to examine the records under this Article, Tenant must deliver to Landlord a signed agreement from Tenant’s representatives who will perform such examination acknowledging that all of the results of such examination, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and not be revealed in any manner to any person except (i) with the prior written consent of Landlord, (ii) as may be required by applicable law or in connection with any court proceeding, arbitration, mediation or other proceeding where such information is relevant, and (iii) to accountants, Tenant’s counsel, and other persons who prepare or otherwise deal with the financial statements of Tenant provided the such persons agree to keep such information confidential.

4.05 Landlord’s Statements . Landlord’s failure to render a Landlord’s Statement as provided in this Article 4 shall not prejudice Landlord’s right to thereafter render such a statement with respect to such calendar year or Tax Year or any calendar year or Tax Year thereafter. Notwithstanding the provisions of the first sentence of this Section 4.05(a) to the contrary, if Landlord shall not have rendered a Landlord’s Statement for any calendar year or Tax Year prior to the date that is two (2) years after the end of such calendar year or such Tax Year, then (A) Landlord shall no longer have the right to deliver a Landlord’s Statement for such calendar year or such Tax Year for the purpose of collecting a deficiency for such calendar year or such Tax Year (and Tenant shall not be obligated to pay any deficiency for such calendar year or such Tax Year), (B) Landlord shall still be obligated to deliver a Landlord’s Statement for such calendar year or such Tax Year, and (C) within thirty (30) days after delivery of such Landlord’s Statement, Landlord shall refund to Tenant the amount of any overpayment made by Tenant, together with interest on such overpayment at the Stipulated Rate from the date Tenant made the overpayment to the date the same is refunded to Tenant. If all or any portion of such overpaid amount is not paid by Landlord when due, then such unpaid amount shall bear interest at the Stipulated Rate until paid.

4.06 Survival . The obligations of Landlord and Tenant under this Article 4 shall survive the expiration or sooner termination of this Lease.

ARTICLE 5

ELECTRIC

5.01 Electric Facilities . Landlord shall, not later than the substantial completion of Tenant’s Initial Improvements with respect to the First Portion of the 12 ^th Floor Space and the Second Portion of the 12 ^th Floor Space, respectively, install or cause to be installed in the Premises such electrical risers, feeders and wiring as are necessary to permit Tenant to receive 1000 Kilowatts, on a continuous basis (the “Permitted Capacity”) in the Premises for Tenant’s reasonable use of normal office equipment and such lighting, electrical appliances and other machines and equipment as Landlord may reasonably permit to be installed in the Premises, subject, however, to the limitations set forth in Section 5.03. Landlord shall also furnish, at Landlord’s cost and expense, all necessary sub-meters and related connections for the Premises.

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5.02 Tenant Electricity . (a) During the Term, Landlord shall furnish electrical energy to Tenant in the Premises, through the electrical facilities installed in accordance with Section 5.01 . The electrical usage of Tenant in the Premises shall be determined by reference to the meter referred to in Section 5.01 . Tenant shall pay to Landlord, on a monthly basis, as Additional Rent, within ten (10) Business Days after Landlord renders a bill to Tenant therefor, one hundred percent (100%) of the cost of such electricity, which cost shall be determined by applying such usage in KWH (power) and KW (demand) against the Electric Rates (as hereinafter defined). Bills rendered to Tenant shall at reasonable intervals, set forth separately the sales tax payable by Tenant thereunder and Landlord shall remit to the appropriate governmental agency all sales tax paid by Tenant pursuant to each such bill. Provided that Tenant has paid to Landlord all sums due hereunder and has provided prior written notice to Landlord, Tenant shall have the right, at its sole cost and expense, to review Landlord’s meter readings and Landlord’s calculation of Electric Rates. Tenant shall have the right, at its sole cost and expense, subject to Article 7 hereof, to install a totalizing meter to combine the submeters serving the Premises.

(b) The term “ Electric Rates ” shall mean the actual rates at which Landlord from time to time purchases (or, if Landlord generates electricity in whole or in part from Landlord’s own facilities, the rates at which Landlord would have purchased) electrical energy from the public utility supplying electrical service to the Building, including any fuel or other adjustments, charges or taxes payable on or in respect thereof. If any tax is imposed upon Landlord’s receipts from the sale or resale of electrical energy to Tenant, the pro rata share allocable to the electrical energy service received by Tenant shall be passed on to Tenant to the extent permitted by law.

5.03 Termination of Service . (a) Landlord reserves the right to terminate the furnishing of electrical energy at any time, upon thirty (30) days’ prior notice to Tenant; provided , however , that such termination date shall be extended for such period of time as shall reasonably be necessary for Tenant to make arrangements for and obtain electric service directly from the public utility company servicing the Building. If Landlord shall so discontinue furnishing electrical energy (i) Tenant shall arrange to obtain same directly from the public utility company furnishing electrical energy to the Building, (ii) Landlord shall permit the existing feeders, risers, wiring and other electrical facilities serving the Premises to be used by Tenant, to the extent available, suitable and safe, (iii) from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electrical energy to Tenant, (iv) this Lease shall otherwise remain in full force and effect and such discontinuance shall be without liability of Landlord to Tenant therefor and (v) Landlord shall, at Tenant’s expense if such discontinuance shall be a result of Legal Requirement or the actions of Landlord’s utility provider, or at Landlord’s expense if such discontinuance shall be a result of Landlord’s election, install and maintain at locations in the Building selected by Landlord any necessary electrical metering equipment, panel boards, feeders, risers, wiring and other conductors and equipment to enable Tenant to obtain electrical energy directly from the public utility supplying the same.

(b) Notwithstanding the first sentence of Section 5.03(a) , Landlord shall not terminate the furnishing of electrical energy to Tenant unless Landlord terminates the furnishing of electrical energy to all other tenants in the Building.

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(c) Tenant’s use of electrical energy shall never exceed the capacity of the then existing feeders to the Building or the risers or wiring installations therein as properly allocable to the Premises based on rentable square foot area of the Premises and at no time shall Tenant’s electrical demand load in the Premises exceed that for which the Premises have been designed. Without the prior consent of Landlord (which consent shall not be unreasonably withheld), Tenant shall not perform or permit any Alteration (as defined in Section 7.02 ) to wiring installations or other electrical facilities in or serving the Premises or make any additions to the electrical fixtures, business machines or electrical office equipment or appliances in the Premises (other than lamps and similar low energy-consuming office machines and equipment). Landlord’s consent to Tenant making any Alteration to wiring installations or electrical facilities in or serving the Premises, which consent shall not be unreasonably withheld if, in Landlord’s reasonable judgment, the same will not (i) create a hazardous condition, (ii) entail excessive repairs or expense to Landlord, (iii) interfere with or disturb other tenants other than to a de minimis extent, (iv) preclude other tenants from proportionately expanding their electrical capacity or (v) violate any Legal Requirement or the provisions of any insurance policy with respect to the Premises or the Building. At the time Tenant shall deliver to Landlord Tenant’s full and finished electrical engineering plans and specifications with respect to the Initial Improvements, if such plans and specifications shall demonstrate to Landlord’s reasonable satisfaction that Tenant requires a greater amount of electricity than the Permitted Capacity, Landlord shall, or, at Landlord’s election, shall allow Tenant to, at Tenant’s sole cost and expense as hereinafter set forth, provide and install additional risers, transformers and panels required to supply Tenant’s additional electrical requirements and all other equipment necessary in connection therewith and the cost thereof shall be paid by Tenant within fifteen (15) days after being billed therefor. Tenant acknowledges, however, that Landlord has a limited quantity of electric power in the Building for supplying the current and future requirements of all existing and prospective tenants of the Building ( “ Electrical Requirements ” ) . Tenant therefore agrees that if Tenant requires additional electric power during the Term, Landlord, in evaluating the reasonable cost to Tenant to provide such additional service, may include (i) the cost of installing all risers and other equipment, (ii) the cost of relocating power within the Building to the Premises, and (iii) Landlord’s reasonable projections of the Electrical Requirements and the costs associated with bringing additional electrical power to the Building and distributing such power to the Premises.

(d) Landlord shall have no liability to Tenant for any loss, damage or expense sustained or incurred by reason of any change, failure, inadequacy, unsuitability or defect in the supply or character of the electrical energy furnished to the Premises or if the quantity or character of the electrical energy is no longer available or suitable for Tenant’s requirements, except for any actual damage suffered by Tenant by reason of any such failure, inadequacy or defect caused by the gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors and then only after actual notice of such failure, inadequacy or defect and, in such event, Tenant, and those claiming by or through Tenant, waive, to the fullest extent permitted by applicable law, any consequential damages resulting therefrom. Tenant shall be responsible for any repair, maintenance or replacement of any electrical panel board and all wires and wiring located within and serving the Premises, all at Tenant’s sole expense; provided , however , that Landlord shall perform any repairs to such panel board or wiring to the extent same may, in Landlord’s reasonable judgment, materially

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and adversely impact upon the Building electrical systems and Tenant shall pay Landlord’s reasonable out-of-pocket costs for such repairs within thirty (30) days after demand by Landlord.

5.04 Electric Fixtures . Landlord or its designee shall furnish and install at Tenant’s request, all replacement lighting, tubes, lamps, starters, bulbs and ballasts required in the Premises and Tenant shall pay to Landlord or its designee within thirty (30) days after demand therefor the then established reasonable charges therefor.

ARTICLE 6

LANDLORD COVENANTS

6.01 Standard of Operation; Landlord Services . Landlord shall operate and maintain the Building in a manner consistent with the standards of other First-Class Office Buildings, and, subject to curtailment as required by Legal Requirements, shall furnish to Tenant commencing on the (after the respective Commencement Date for such portion of the Premises) date Tenant occupies the Premises for the conduct of its business with the following services ( “ Landlord Services ” ) :

(a) reasonably adequate supplies of (i) cold domestic water to each floor on which the Premises are located for use for pantries or kitchenettes and (ii) hot water to the core lavatories and Building core janitor’s closets on each floor on which the Premises are located, in either case, for ordinary lavatory, cleaning and drinking use;

(b) (i) heat, ventilation and air conditioning on Business Days (as defined in Section  24.16 ) during Business Hours (as defined in Section  24.16 ) as may be required for comfortable occupancy of the Premises in accordance with the specifications set forth in Exhibit F attached hereto; and upon request, using Landlord’s on-line requisition system by Tenant received by Landlord prior to 3:00 P.M. on the Business Day immediately preceding the day for which such service is requested, Landlord shall furnish air conditioning ventilation and heating at times other than the times specified above, in which event Tenant shall pay to Landlord Landlord’s then established charge for furnishing such services at the Building standard rate, for the time period for which Tenant requested such service, pro-rated to reflect concurrent use by other tenants in the same zone during the same (or for overlapping) time period(s), if applicable, within thirty (30) days after demand therefor.

(ii) Landlord acknowledges that Tenant’s Initial Improvements shall include the installation by Tenant of supplemental or auxiliary HVAC equipment to serve the Premises and any such supplementary or auxiliary HVAC system, and any associated requirements in excess of the standards set forth in Exhibit F , shall be installed, maintained and repaired at Tenant’s sole cost and expense. Tenant’s supplemental HVAC must be in compliance with all Legal Requirements, including regulations pertaining to sound generation from the Premises. Landlord shall supply condenser water to Tenant’s supplemental HVAC system 24 hours per day, 7 days a week for use in such system, and Tenant shall pay to Landlord, regardless of actual usage, as Additional Rent, for such condenser water, a rate of $1,000.00 per ton of installed capacity per year, subject to increases as generally imposed by Landlord for other tenants in the Building. Landlord

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shall connect the supplementary HVAC system to the condenser water supply risers in the Building. Landlord shall reserve for and supply to Tenant, for Tenant’s sole and exclusive use in connection with any supplemental HVAC system installed in the Premises, condenser water at the Building standard rate stated above, to be supplied 24 hours per day, 365 days per year (subject, however, to periodic shutdowns for scheduled maintenance, or unforeseen shutdowns for repairs and necessary maintenance and Force Majeure (as herein defined). Tenant shall deliver a notice to Landlord not later than 120 days following the Second Portion of the 12 ^th Floor Commencement Date, setting forth the number of tons of condenser water Landlord shall reserve for Tenant pursuant to the terms hereof, which shall be not fewer than 160 tons, but not more than 250 tons of condenser water. Such condenser water shall be supplied by a new cooling tower system to be installed by Landlord at Landlord’s sole cost and expense, as more particularly described in Exhibit M annexed hereto, and Landlord shall supply emergency power to such new cooling tower from the Generator referred to in Article 25 and in Exhibit M , so that in the event of a failure of standard electricity service, condenser water from such new cooling tower will be interrupted only until the commencement of operation of the Generator. Landlord shall use all commercially reasonable efforts to cause such new cooling tower to be purchased, constructed, installed, erected and commissioned in accordance with the Schedule set forth in Exhibit O attached hereto and made a part hereof, subject to Force Majeure and Tenant Delay. As used in this Lease “Tenant Delay” shall mean any delay which results from any act or omission of Tenant or Tenant’s agents or employees, including, but not limited to, delays due to changes in or additions to, or interference with, any work to be performed by Landlord, or delays by Tenant in submission of information required to be provided by Tenant, or selecting materials or approving drawings or estimates or giving any required authorizations or approvals. If, notwithstanding Landlord’s use of such commercially reasonable efforts, such new cooling tower shall not be installed, commissioned and capable of providing the condenser water required to be provided to Tenant hereunder on or before the date set forth in Exhibit O , then in addition to the condenser water being provided to the Premises on the date hereof, Landlord shall provide to Tenant condenser water from other facilities in the Building on a temporary basis until such time as the condenser water from such new cooling tower actually shall be made available to Tenant in accordance herewith, in the amounts and at the times, as follows:

(I) 20 tons of condenser water upon the later to occur of (A) the date Tenant substantially completes and is prepared to operate the IT Room to be located in the 12 ^th Floor Space, or (B) September 12, 2008;

(II) 45 (additional) tons of condenser water upon the later to occur of (A) the date Tenant substantially completes and is prepared to operate the data center to be located in the 11 ^th Floor Space, or (C) November 1, 2008;

(III) 3 (additional) tons of condenser water to service the 3 ton supplementing air conditioning currently existing in the 12 ^th Floor Space, upon the first portion of the 12 ^th Floor Space Commencement Date; and

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(IV) 3 (additional) tons of condenser water to service an additional 3 ton supplementing air conditioner to be installed by Tenant in the 12 ^th Floor Space, upon the installation of such air conditioner on or about May 15, 2008.

(c) cleaning service for the Premises (including the exterior windows on each floor of the Premises, at least once per year), except any portion thereof used for service or consumption of food or beverages (including pantries), including, without limitation, flues and related equipment, or as computer areas, in accordance with the specifications set forth in Exhibit G attached hereto or such cleaning specifications as Landlord may adopt for general application to tenants of the Building and communicate on reasonable notice to Tenant which cleaning specifications shall be consistent with the character of the Building as a First-Class Office Building;

(d) nonexclusive passenger elevator service to the Premises 24 hours per day, seven days per week, and (ii) freight elevator service to the Premises on a first come-first served basis during the hours of 8:00 a.m. to 4:45 p.m., subject to standard labor union required lunch and other breaks, on Business Days (as defined in Section 24.16 ) (it being agreed that during such hours Landlord shall not cause or permit any of the Building’s freight elevators to be “locked out” or reserved for the exclusive use of any other person or entity) provided, however, that Tenant shall have the right to reserve exclusive use of one or more freight elevators at times prior to 8:00 A.M. or after 6:00 P.M. on Business Days, or on days other than on Business Days, provided that Tenant shall comply with Landlord’s then established standard Building procedures for reserving such use and shall pay to Landlord its then established reasonable charge therefor. Tenant shall pay, within thirty (30) days after its receipt of a bill therefor, for overtime freight elevator service requested by Tenant. Notwithstanding anything to the contrary contained in this Subsection 6.01(d), Landlord shall waive any overtime freight elevator charges for the first twenty-four (24) hours of aggregate usage by Tenant in connection with Tenant’s initial move into the Premises, to be performed over one (1) weekend, which shall be used in blocks of time of not less than four (4) hours, subject to labor restrictions at the Building and applicable union contract requirements;

(e) electricity, pursuant to Article 5 ; and

(f) security, pursuant to Section 6.02 .

6.02 Access . Subject to the terms and conditions of this Lease, Landlord shall provide Tenant with reasonable access to the Premises on a 24-hour, 365/366-day year basis. In connection with such access, Landlord will provide security for the Building (including a stationed attendant in the lobby of the Building) on a 24 hour, 365/366 day year basis, provided, however, that Landlord shall have no liability to Tenant whatsoever in connection with any such security service so provided by Landlord. Acknowledging that Tenant’s ability to continuously have access to and occupy the Premises for the operation of Tenant’s business therein is of critical importance to Tenant, Landlord agrees that the Building shall not be “closed” so as to deny Tenant access to and the opportunity to occupy the Premises for the conduct of Tenant’s business except (i) pursuant to any Legal Requirement, or (ii) under any circumstance under which prudent landlords of comparable first class office buildings would close their buildings as a result of the existence of material risk to life, safety and/or security.

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6.03 Cleaning . (a) Landlord’s cleaning contractor and its employees shall have access to the Premises after 6:00 p.m. and before 6:00 a.m., and shall have the right to use Tenant’s light, power and water therein as reasonably required to perform its duties, except that such access shall not be made in a manner which would unreasonably interfere with the operation of Tenant’s business.

(b) Landlord shall have the right to cause any area in the Premises used for the service or consumption of food or beverages (including pantries) to be exterminated for vermin by a reputable extermination contractor selected by Landlord with such frequency as shall be reasonably satisfactory to Landlord and Tenant shall pay the cost thereof (which cost shall be commercially reasonable) to Landlord within thirty (30) days after demand. Tenant shall contract directly with the cleaning contractor (whose charges shall be commercially reasonable) servicing the Building for (i) cleaning work in the Premises or the Building required because of (A) misuse or neglect on the part of Tenant or Tenant’s agents, contractors, employees, licensees or invitees, (B) use of portions of the Premises for the storage (other than the Storage Space), service or consumption of food or beverages (whether or not occurring in pantries), reproduction, data processing or computer operations, private lavatories or toilets or other special purposes requiring greater or more difficult cleaning work than office areas. (C) interior glass surfaces (except the interiors of exterior Building windows), or (D) increases in frequency or scope in any of the items of cleaning service requested by Tenant; (ii) removal from the Premises and the Building of (A) so much refuse and rubbish of Tenant as shall exceed that normally accumulated in the daily routine of ordinary business office occupancy and (B) all of the refuse and rubbish of any eating facilities requiring special handling; and (iii) cleaning work in the Premises or the Building occasioned by after hours use of the Premises ( i . e ., extra pickups or other additional services) on other than an occasional basis.

6.04 Service Interruption . (a) Landlord shall not be liable for damages to either person or property nor shall Landlord be deemed to have evicted Tenant nor shall there be any abatement of Gross Rent nor shall Tenant be relieved from performance of any covenant on its part to be performed hereunder by reason of (i) failure by Landlord to furnish Landlord Services due to Force Majeure, (ii) breakdown of equipment or machinery utilized in supplying any Landlord Service or (iii) cessation of any Building Service due to causes or circumstances beyond the boundaries of the Land. Subject to Force Majeure, Landlord shall use reasonable diligence to make such repairs as may be required to machinery or equipment within the Building to provide restoration of any Building Service and, where the cessation or interruption of such Building Service has occurred due to circumstances or conditions beyond the Land boundaries, to cause the same to be restored by diligent application or request to the provider. Landlord shall employ commercially reasonable levels of overtime labor to remedy any stoppage, diminution or interruption of any of the Landlord Services or of the Generator (as hereinafter defined), if such stoppage, diminution or interruption (i) results in a denial of access to any portion of the Premises, (ii) threatens the health or safety of any occupant of the Premises, or (iii) materially interferes with the ability of the occupants of the Premises to conduct in the Premises the business typically conducted therein. At any time that Landlord is not required to employ overtime labor to remedy any such stoppage, diminution or interruption, at Tenant’s request, Landlord shall employ overtime labor and Tenant shall pay to Landlord, 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.

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(b) In addition to any remedies which Landlord may have under this Lease, if Tenant shall default in the payment of any Additional Rent payable pursuant to this Article 6 in respect of additional or overtime services provided by Landlord, then, after Landlord has given Tenant notice of such default, for so long as such default remains uncured, Landlord shall not be obligated to furnish Tenant any such additional or overtime services without pre-payment by Tenant for such additional or overtime service. Landlord shall not, as a result of any default by Tenant, stop, diminish (other than to a de minimis extent) or interrupt any Landlord Services or stop, diminish (other than to a de minimis extent) or interrupt the use of any of the Building’s facilities or systems serving the Premises and/or Tenant without using reasonable efforts to the extent possible, to give Tenant such prior notice of the stoppage, diminution or interruption in question as shall be reasonable under the circumstances.

(c) Notwithstanding anything contained in this Lease to the contrary, if Landlord fails to provide any Essential Service (as hereinafter defined) for twenty (20) consecutive days if due to Force Majeure, or for five (5) days if Landlord’s failure is not due to Force Majeure, after Tenant has notified Landlord of such failure to provide any Essential Service, and as a result thereof Tenant is unable to use and occupy the Premises, (or any portion of the Premises consisting of not less than one (1) full floor) and Tenant actually ceases to occupy and conduct its business in the Premises (or in any affected portion of the Premises consisting of not less than one (1) full floor), then notwithstanding anything to the contrary contained in the Lease, provided and upon the condition that no Event of Default then exists, and Tenant is unable to use and occupy the Premises (or such portion thereof consisting of not less than one (1) full floor), and Tenant does not actually use the Premises (or such portion thereof) during such period for the conduct of its business, the Fixed Rent and Additional Rent with respect to Tenant’s payment of its share of Operating Expenses and Taxes only shall be abated with respect to all or such portion of the Premises so affected, as the case may be, commencing on the expiration of such twenty (20) day period, if Landlord’s failure is due to Force Majeure, or such five (5) day period, if Landlord’s failure is not due to Force Majeure, through the date such Essential Service is restored. In the event Landlord is unable to restore any Essential Service where the failure of such service was initially not due to Force Majeure, but Force Majeure intervenes, then such five (5) day period shall be extended one (1) day for each day while such Force Majeure event shall continue to exist before the rent abatement shall be deemed to take effect. In the event Landlord is unable to restore any Essential Service due to acts or omissions of Tenant or any of Tenant’s agents, employees or contractors, then the five (5) day period or the twenty (20) day period, as the case may be, shall be extended one (1) day for each day such act or omission of Tenant (or Tenant’s agents, employees or contractors) event shall continue to prevent restoration of the interrupted service. A copy of any notice from Tenant to Landlord given pursuant to this Section 11.8 shall not be deemed effective unless and until a copy of said notice is sent simultaneously to the Mortgagee or holder of any superior interest encumbering the Building, provided Landlord provides Tenant with notice of the existence of such party, the name of such Mortgagee or holder of a superior interest encumbering the Building and such entities’ respective address and contact person. “Essential Service” shall mean service which Landlord is obligated under this Lease to provide to Tenant which, if not provided, shall render the Premises unusable for the reasonable conduct of Tenant’s business, including access to the Premises, heat and air-conditioning (in respective seasons), electricity and elevator service.

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6.05 Riser Space . In addition to such conduit space as Tenant is currently using in the Building pursuant to its occupancy under the Merrill Lease and the Cornerstone Lease, Landlord shall identify and reasonably designate to Tenant spaces in the Building for the installation by Tenant, at Tenant’s sole cost and expense and in accordance with Article 7 hereof, of conduits to carry telecommunications, voice and data, electric power and other services which Tenant (at the time Tenant submits to Landlord plans and specifications for Tenant’s Alterations) shall demonstrate to Landlord’s reasonable satisfaction are reasonably required for the operation of Tenant’s business at the Premises, provided, however, such additional conduit space to be made available to Tenant pursuant hereto shall not exceed:

Four (4) 4 inch conduits routed from the 11 ^th floor computer room to the basement, two (2) of which shall be conduits routed to the 56 ^th street side POE and two (2) of which shall be routed to the 55 ^th street side POE.

Six (6) 4 inch conduits routed between the 9 ^th and 11 ^th and/or 12 ^th floors.

Notwithstanding the foregoing, if Tenant’s submission so demonstrates that Tenant’s actual conduit requirements exceed the foregoing amounts, Landlord shall use commercially reasonable efforts to identify and make available such additional required conduit space.

ARTICLE 7

LEASEHOLD IMPROVEMENTS

7.01 Initial Improvements . (a) Landlord acknowledges that Tenant desires to perform initial leasehold improvements to prepare all or certain portions of the Premises for Tenant’s occupancy or continued occupancy, as the case may be (the “ Initial Improvements ”), and Tenant shall deliver plans and specifications therefor in accordance with the terms, provisions and time periods set forth in Section 7.02 .

(b) Tenant shall cause the Initial Improvements, if any, to be constructed in accordance with Article 7 and Exhibit C . All Initial Improvements shall be constructed at Tenant’s sole cost and expense, subject, however, to the application of Landlord’s Contribution.

7.02 Alterations . (a) Tenant shall not make or allow to be made any alterations or physical additions, including, without limitation, fixtures (not including furniture and furnishings), to the Premises ( “ Alterations ” ), other than Decorative Alterations (as herein defined) or place safes, vaults, filing systems, libraries or other heavy furniture or equipment within the Premises without first obtaining the consent of Landlord, which consent shall not be unreasonably withheld or delayed in the case of an Alteration (a “ Qualified Alteration ” ) which (i) has no adverse affect on the Building’s structure or systems, including, without limitation, the mechanical, electrical, plumbing, HVAC, fire safety, fire protection or elevator systems of the Building (collectively, “ Building Systems ”); (ii) is not visible from the exterior of the Premises (not including window coverings approved by Landlord); (iii) does not result in a violation of, or

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require a change in, any certificate of occupancy for the Building, except as provided in Article 28 hereof; (iv) does not affect any area of the Building outside of the Premises other than the Terrace (but mere connection to Building Systems shall not be deemed to “affect” the Building or such Building Systems for the purposes hereof), except for Tenant’s Signage as provided for in Article 29 ; (v) does not materially affect the curtain wall of the Building; (vi) does not reduce the gross area of the Premises other than to a de minimis extent; and (vii) does not, in Landlord’s reasonable judgment, adversely affect the character or value of the Building. Landlord shall be entitled to retain independent consultants to review the plans and specifications for and the progress of construction, as reasonably required, of any proposed Alteration and to reimbursement from Tenant, within thirty (30) days after request therefor, for all of the reasonable and actual fees of such consultants and other out-of-pocket costs reasonably and actually incurred by Landlord in connection with such proposed Alteration. Tenant shall, prior to commencing any work in the Premises in connection with any Alteration, the nature of which would under good construction industry practice or Legal Requirements involve the preparation of plans and specifications, furnish Landlord with three (3) sets of complete plans and specifications for such work. Landlord agrees to respond to Tenant’s request for consent to its plans and specifications for Alterations within (A) ten (10) Business Days after submission thereof to Landlord in the case of the original submission and (B) five (5) Business Days in the case of any resubmission of disapproved plans. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications necessary under good construction practice to the review of such items, and to condition its approval upon Tenant making reasonable revisions to the plans and specifications or supplying additional information. Any disapproval given by Landlord shall be accompanied by a written statement of the reason(s) for such disapproval. Any Alterations for which consent has been received shall be performed substantially in accordance with plans and specifications approved by Landlord, and no material amendments or additions thereto shall be made without the prior consent of Landlord, which consent shall be granted or withheld in accordance with the same criteria applied in granting initial consent to the applicable Alterations.

(b) Tenant agrees that all Alterations shall at all times comply with all Legal Requirements and any rules and regulations which Landlord may reasonably adopt from time to time (and enforce in the Building on a non-discriminatory basis) with respect to the making of Alterations. Tenant, at its expense, shall (i) obtain all necessary municipal and other governmental permits, authorizations, approvals and certificates for the commencement and prosecution of such Alterations and for final approval thereof upon completion, (ii) deliver copies thereof to Landlord and (iii) cause all Alterations to be performed in a good and first-class workmanlike manner, using new materials and equipment at least equal in quality to a first-class office installation.

(c) Landlord, at Tenant’s expense and upon request of Tenant, and whether or not Landlord has yet approved Tenant’s plans and specifications, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Legal Requirement require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that (i) if Landlord shall incur any cost or liability in connection therewith, Tenant shall reimburse Landlord for all such costs, expenses

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and liabilities within fifteen (15) days after receipt of Landlord’s invoice therefor, and (ii) such joining in any such application by Landlord shall not be deemed to be Landlord’s approval of the subject plans and specification, which shall nonetheless be subject to the terms hereof.

(d) Tenant agrees that all Alterations shall be promptly commenced and completed and shall be performed so as not to materially interfere with the occupancy of any other tenant or delay Landlord in the construction, maintenance, cleaning, repair, safety, management, security or operation of the Building or the space of any other tenant in the Building, and if any additional expense shall be incurred by Landlord as a result of Tenant’s making of any Alterations, Tenant shall pay such additional expense within thirty (30) days after demand therefor. If any violation of record which is the responsibility of Landlord or any other tenant in the Building shall prevent Tenant from obtaining any permit required for Tenant to perform Alterations approved by Landlord hereunder, Landlord shall use commercially reasonable efforts to promptly cure such violation (if the same shall be the responsibility of Landlord) or to cause such other tenant to promptly cure such violation, provided, however, that Landlord shall have no obligation to take legal action against such other tenant.

(e) Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent, but upon not less than five (5) days prior notice to Landlord, to perform Alterations which are purely decorative or cosmetic, such as painting, replacement of wall coverings and floor coverings (“ Decorative Alterations ”) and which shall not require the issuance of a building permit (as reasonably estimated by Landlord’s architect, licensed professional engineer, general contractor or consultant).

(f) All contractors retained by Tenant shall be subject to the prior approval of Landlord, which approval shall not be unreasonably withheld or delayed. Tenant shall not permit the use of any contractors, labor, material or equipment in the performance of any work if such use, in Landlord’s judgment (reasonably exercised), will disturb harmony with any trade engaged in performing any other work in and about the Building or contribute to any labor dispute. As of the date of this Lease, the contractors listed in Exhibit H are approved. Notwithstanding anything to the contrary contained in this Article 7, with respect to any Alterations (including the Initial Improvements) affecting any Building Systems (i) Tenant shall employ Landlord’s designated contractor, provided the rates of such contractor are competitive with like qualified contractors, and (ii) at Landlord’s option, such Alteration shall, at Tenant’s expense, be designed by Landlord’s engineer, provided the rates of such engineer are competitive with like qualified engineers. Tenant may submit additional contractors for Landlord’s approval, which shall not be unreasonably withheld or delayed, so long as such contractors complete the qualification process used generally for contractors in the Building.

(g) Tenant shall indemnify and hold Landlord and any Superior Mortgagee (as hereinafter defined) harmless from and against all costs, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), damages, claims, losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or materialmen’s liens asserted in connection with such Alteration, unless the same is the result of the gross negligence or willful misconduct of Landlord’s agents, employees, or contractors.

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(h) Should any mechanics’ or other liens be filed against the Building or any portion of the Building by reason of Tenant’s acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) Business Days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said twenty (20) Business Day period, Landlord may cancel or discharge the same and upon Landlord’s demand Tenant shall reimburse Landlord for all reasonable costs incurred in canceling or discharging such liens.

(i) Throughout the making of all Alterations, Tenant, at its expense, shall carry or cause to be carried (i) worker’s compensation insurance in statutory limits covering all persons employed in connection with such Alterations, (ii) builder’s risk property insurance, completed value form, covering all physical loss (including any loss of or damage to supplies, machinery and equipment) in connection with the making of such Alterations and (iii) commercial general liability insurance, with completed operations endorsement, covering any occurrence in or about the Building in connection with such Alterations, which comprehensive liability insurance policy shall satisfy the requirements of Sections 16.03 and 16.05 . Tenant shall be obligated to furnish Landlord with evidence reasonably satisfactory to Landlord that such insurance is in effect before the commencement of such Alterations and, on request, at reasonable intervals thereafter.

(j) Tenant shall install blinds which shall be Building standard window coverings only or any other window coverings upon Landlord’s prior approval, which approval shall not be unreasonably withheld.

7.03 Tenant’s Property . All Alterations shall be and remain part of the Premises and be deemed the property of Landlord except such Alterations as are installed at the expense of Tenant and which may be removed without material damage to the Premises (collectively, “ Tenant’s Property ”). Tenant may remove Tenant’s Property from the Premises during the Term and Tenant shall repair, or shall reimburse Landlord upon fifteen (15) days notice for the reasonable out-of-pocket cost of repairing, any damage to the Premises or the Building occasioned by such removal. Any structural repairs or repairs to Building Systems necessitated by the removal of Tenant’s Property shall be performed by Landlord and Tenant shall reimburse Landlord for the reasonable out-of-pocket cost thereof within thirty (30) days after demand.

7.04 Effect of Landlord’s Approval . Landlord’s approval of plans or specifications or consent to the making of Alterations in the Premises shall not be deemed to be (i) an agreement by Landlord that the contemplated Alterations comply with any Legal Requirements, or the certificate of occupancy for the Building; (ii) an approval of the sufficiency, completeness or effective coordination of the proposed Alteration; or (iii) a waiver by Landlord of compliance by Tenant with any of the other terms of this Lease.

7.05 Survival . Tenant’s obligations under this Article 7 shall survive the expiration or sooner termination of this Lease.

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7.06 Landlord’s Contribution .

(a) Provided this Lease shall be in full force and effect and no Event of Default shall have occurred and be continuing hereunder, Landlord agrees to contribute an amount which shall not exceed One Million Four Hundred Fifty Eight Thousand One Hundred Ninety and 00/100 Dollars ($1,458,190.00) (“ Landlord’s Contribution ”) towards the cost to be incurred by Tenant for constructing and installing Tenant’s Initial Improvements. In no event shall Landlord’s Contribution exceed the aggregate amount of all costs and expenses actually incurred by Tenant for the Initial Improvements. Landlord’s Contribution shall be applicable to the cost of labor and materials for the Initial Improvements, and may include the “soft costs” incurred in connection with the Initial Alterations, including architectural, consulting, engineering and legal fees, provided that such “soft costs” shall not exceed thirty percent (30%) of Landlord’s Contribution.

(b) Any costs and expenses of the Initial Improvements in excess of Landlord’s Contribution shall be paid by Tenant. Tenant shall not be entitled to receive any portion of Landlord’s Contribution if such funds are not actually expended by Tenant in the performance of the Initial Alterations or as otherwise permitted herein, nor shall Tenant have any right to apply any unexpended portion of Landlord’s Contribution as a credit against Gross Rent, or any other obligation of Tenant hereunder. No portion of Landlord’s Contribution may be assigned by Tenant prior to the actual payment thereof by Landlord to Tenant.

(c) Landlord’s obligation to pay all or any portion of Landlord’s Contribution to Tenant shall be expressly conditioned (i) upon Tenant performing the applicable Tenant’s Initial Improvements and submitting to Landlord a proper requisition for reimbursement in accordance with Section 7.06(d) on or before the second anniversary of the First 12 ^th Floor Commencement Date, time being of the essence, but subject to Force Majeure, and (ii) Tenant performing, as part of the Initial Improvements the complete renovations of the 9 ^th Floor Space, and 11 ^th Floor Space lavatories in the Premises, which renovations shall be in compliance with all applicable Legal Requirements, including but not limited to New York City Local Law 58, as amended, and to a standard of quality comparable to new Building standard lavatory rooms or better. If Tenant fails to duly and timely requisition all or any portion of Landlord’s Contribution, then Landlord shall have no further obligation to pay such Landlord’s Contribution to Tenant and Tenant shall have no further right to request Landlord to pay such amount, provided, however, that shall Tenant have the right to take such unfunded balance of Landlord’s Contribution as a credit against the Base Rent due hereunder.

(d) Provided this Lease shall be in full force and effect and no Event of Default shall exist, Landlord shall make progress payments to Tenant of Landlord’s Contribution on a monthly basis for the work performed to date and/or for materials delivered to the job site during the previous month, as described in a requisition to be delivered by Tenant to Landlord (each a “ Requisition ”), less a retainage of not less than five percent (5%) (“ Retainage ”) which progress payments shall be made upon completion of the work (or actual delivery of the materials) described in the contractor’s or materialman’s invoice. Landlord shall make such progress payments within thirty (30) days after receipt of a complete Requisition therefor (but not more frequently than one time per month), which Requisition shall set forth the names of each contractor, subcontractor or materialman to whom payment is

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due and the amount due to each of them, and shall include (i) a written certification from Tenant’s architect (the “ Architect’s Certification ”) evidencing that the portion of the Initial Improvements described in such Requisition has been substantially completed in accordance with the plans and specifications previously approved by Landlord and that all materials have actually been delivered, provided, however, that in the case of “soft costs” as described in Section 7.06(a) , Tenant shall only be required to provide an invoice from such soft cost consultant in order to be reimbursed therefor pursuant hereto, (ii) copies of any invoices evidencing the work performed and/or materials delivered which are the subject of such Requisition, (iii) with the exception of the first Requisition, waivers of lien in recordable form from all contractors, subcontractors and materialmen covering all work and materials which were the subject of all previous Requisitions (but in no event shall lien waivers be required for professional service invoices for “soft costs”, and (iv) with the exception of the first Requisition, copies of paid invoices covering all work and materials which were the subject of all previous Requisitions and payments by Landlord. Landlord hereby agrees to disburse the Retainage to Tenant upon submission of a final Requisition by Tenant to Landlord, with accompanying documentation, including (A) evidence of satisfactory completion of construction of Tenant’s Initial Improvements and the satisfactory completion of all required inspections and issuance of any required approvals and signoffs of public authorities with respect thereto, (B) evidence of payment in full for all work performed and materials delivered in connection with the Initial Improvements, (C) all final lien waivers in recordable form from all contractors, subcontractors and materialmen who performed work and/or delivered materials to the Premises in connection with the Initial Improvements, and (D) such other evidence that the Initial Improvements have been properly completed as Landlord may reasonably require.

ARTICLE 8

REPAIRS

8.01 Repairs by Landlord . Except for damage covered by Article 19 , Landlord shall make all repairs, interior or exterior, structural or non-structural, ordinary or extraordinary, needed to keep the Building structure and common areas (as herein defined) of the Building and the Building Systems (which include, without limitation, the perimeter induction units serving the Premises and the Generator to be installed by Landlord pursuant to Article 25) in good order and repair and in a condition comparable to other First Class Office Buildings, excluding, however, repairs which Tenant is obligated to make pursuant to Section 8.02 or the other terms of this Lease. No liability of Landlord to Tenant shall accrue under this Section 8.01 with respect to any repair within the Premises or to any Building System servicing the Premises unless and until Tenant has given notice to Landlord of the specific repair required to be made (or specific condition requiring repair) or of the failure properly to furnish any Landlord’s Services, and Landlord’s failure, subject to Force Majeure, thereafter promptly to remedy the same. Landlord shall use commercially reasonable efforts in view of the particular circumstances to perform Landlord’s repair obligations diligently and in a manner which minimizes interference with Tenant’s business at the Premises or Tenant’s use of the Premises; provided , however , and subject to Landlord’s obligations pursuant to