has been, is being and may hereafter be further amended, being hereinafter called the “ Overlease ”), Brookfield Properties OLP Co. LLC, formerly known as BFP One Liberty Plaza Co. LLC (“ Overlandlord ”) leased to Sublandlord certain space consisting of the entire rentable area of each of the sixteenth (16th), seventeenth (17th) and fifty-third (53rd) floors and certain storage space located on the concourse level (collectively, the “ Leased Space ”) in the building known as One Liberty Plaza, New York, New York (the “ Building ”) in accordance with the terms of the Overlease.  A complete copy of the Overlease has been delivered to each of Sublandlord and Subtenant, the receipt of which is hereby acknowledged by each of Sublandlord and Subtenant.

B.                                      Sublandlord and Subtenant desire to consummate a subleasing of a portion of the Leased Space on the terms and conditions contained in this agreement (this “ Sublease ”).

C.                                      Overlandlord and Sublandlord (as Tenant under the Overlease) are concurrently herewith entering into that certain Consent to Sublease, Non-Disturbance Agreement and Seventh Lease Modification Agreement (the “ Consent and Seventh Modification ”), providing for, inter alia, Overlandlord’s consent to this Sublease, Overlandlord’s recognition of Subtenant and certain modifications of the Overlease in connection herewith.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is hereby agreed as follows:

1.                                        Term; Rent .

1.1                                  Sublandlord hereby leases to Subtenant and Subtenant hereby hires from Sublandlord the entire rentable area of each of the sixteenth (16th) and seventeenth (17th) floors of the Building (comprising a portion of the Leased Space and which Sublandlord and Subtenant hereby agree for purposes of this Sublease shall be deemed to contain 44,514 rentable square feet each or 89,028 rentable square feet in the aggregate), approximately as shown on the applicable

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floor plans annexed to the Second Modification, the Third Modification, the Fifth Modification and the Sixth Modification (collectively, the “ Premises ”), for a term (the “ Sublease Term ”) commencing at 12:01 A.M. EST on the Sublease Commencement Date (as such term is hereinafter defined) and ending at 11:00 P.M. EST on January 31, 2014 or on such earlier date upon which the Sublease Term shall terminate pursuant to any conditions or covenants of this Sublease or pursuant to law (the “ Sublease Expiration Date ”), at an annual fixed rent (“ fixed rent ”) at the rate of Four Million Ninety-Five Thousand Two Hundred Eighty-Eight and 00/100 ($4,095,288.00) Dollars per annum, to be paid in equal monthly installments of Three Hundred Forty-One Thousand Two Hundred Seventy-Four and 00/100 ($341,274.00) Dollars each in advance, on the first day of each month during the Sublease Term, without any set-off, offset, abatement or reduction whatsoever, except as otherwise provided herein or in any provision of the Overlease, as incorporated herein.  As used herein, the term “ Sublease Commencement Date ” shall mean March 17, 2009 (the “ Anticipated Sublease Commencement Date ,” which date shall be subject to extension in accordance with the provisions of Section 4.2(d) hereof) or such earlier date (the “ Accelerated Sublease Commencement Date ”) as Sublandlord may elect by written notice (the “ Sublease Commencement Date Acceleration Notice ”) given to Subtenant not less than thirty (30) days prior to such Accelerated Sublease Commencement Date, provided, however, that the Accelerated Sublease Commencement Date shall not occur earlier than January 1, 2009.  Notwithstanding anything to the contrary contained herein, if for any reason whatsoever, Sublandlord shall be unable to deliver possession of the Premises to Subtenant on or before the Anticipated Sublease Commencement Date or any Accelerated Sublease Commencement Date (as the case may be), subject to Subtenant’s remedies with respect to such late delivery as expressly set forth in this Sublease, the term of the Sublease shall commence on,

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and the Sublease Commencement Date shall be, the date on which Sublandlord actually delivers possession of the Premises to Subtenant in accordance with the terms of this Sublease.  The date upon which Sublandlord actually delivers possession of the entire Premises to Subtenant in accordance with the terms of this Sublease is hereinafter called the “ Actual Sublease Commencement Date ”.  Sublandlord and Subtenant shall, at the request of either party, execute, acknowledge and deliver to each other an instrument substantially in the form of Exhibit B annexed hereto (a “ Sublease Commencement Date Agreement ”) confirming the Actual Sublease Commencement Date; provided, however, that the failure of either party to request or to execute, acknowledge and deliver such instrument shall have no effect whatsoever on the occurrence of the Actual Sublease Commencement Date.

1.2                                  Notwithstanding the provisions of Section 1.1 above, the fixed rent payable by Subtenant hereunder shall be abated during six (6) month period commencing on the Sublease Commencement Date.

2.                                        Assignment and Subletting .

2.1                                  Notwithstanding anything to the contrary set forth in the Overlease, Subtenant shall have the unqualified and unrestricted right, without Sublandlord’s consent or approval and without the application of Sections 7.07 through 7.15 of the Overlease, to (a) assign or transfer this Sublease or any interest therein, (b) permit this Sublease to be assigned by operation of law or otherwise, (c) further lease all or any part of the Premises, (d) permit the Premises or any desk space therein to be occupied by persons other than Subtenant, or (e) pledge or encumber this Sublease, the term and estate hereby granted or the rentals hereunder.  Any assignment or further leasing and the use of the Premises by Subtenant or by any assignee or further tenant of Subtenant, or by anyone else claiming by, through or under Subtenant, may be for any purpose or purposes that Subtenant, in Subtenant’s sole discretion, shall deem suitable or

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appropriate and shall be on such terms and at such rental rates as Subtenant, in Subtenant’s sole discretion, shall deem appropriate (it being acknowledged and agreed by Sublandlord that Subtenant shall have the right to further lease the Premises to a third party for a term that extends beyond the Sublease Expiration Date and, in such event, any continued occupancy of the Premises by such third party beyond 11:00 P.M. EST on the Sublease Expiration Date shall not be deemed a holdover or other default under this Sublease, and Sublandlord hereby consents to such continued occupancy without any charge to such third party).  In no event shall Sublandlord be entitled to any consideration or payment from Subtenant (or from any assignee or further tenant of Subtenant) in connection with any assignment of this Sublease or further leasing of the Premises, including, without the limitation, payment of any portion of any profits realized by Subtenant or by any assignee or further tenant of the Premises in connection therewith.

2.2                                  In the event that Subtenant shall enter into a further lease with a tenant covering the Premises or a portion thereof, upon Subtenant’s request, Sublandlord shall enter into a non-disturbance agreement (a “ Non-Disturbance Agreement ”) with such tenant in the form annexed hereto as Exhibit C, agreeing to recognize such tenant under the provisions set forth in such Non-Disturbance Agreement (provided however that, except in connection with the Non-Disturbance Agreement to be entered into with Cleary (as hereinafter defined), (x) such Non-Disturbance Agreement shall be modified as appropriate to replace the references to Cleary with references to such tenant and (y) the provisions of paragraphs 5, 6 and 7 and Exhibit A of such form of Non-Disturbance Agreement shall be deleted or modified if not applicable).  Sublandlord shall execute any such Non-Disturbance Agreement and deliver same to Subtenant and such tenant concurrently with the execution of such lease by Subtenant and such tenant.  Sublandlord shall make such modifications to any such Non-Disturbance Agreement as such tenant may

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reasonably request, provided that such modifications do not materially decrease any rights or benefits or materially increase any obligations of Sublandlord hereunder.  Without limiting the generality of the foregoing, Sublandlord hereby acknowledges that Subtenant is concurrently herewith entering into an agreement with Cleary, Gottlieb, Steen & Hamilton LLP (“ Cleary ”) pursuant to which Subtenant shall lease the Premises to Cleary for a term commencing on or immediately following the Sublease Commencement Date (such agreement being hereinafter called the “ Cleary Agreement ”)