SUTOM, N.V., a Netherlands Antilles corporation (“Original Landlord”), and Tenant, entered into that certain Lease (the “Initial Lease”), dated as of May 6, 1994, as amended by that certain letter agreement, dated as of December 22, 1995, and by that certain letter agreement, dated as of September 12, 1996, for certain Premises located on the 11th and 12th floors (the “Initial Premises”) of the building located at 100 East 42nd Street, [[Address A:Address]] (the “Building”). Watch Holdings, LLC, a Delaware limited liability company, successor to Original Landlord (“Successor Landlord”), and Tenant entered into that certain Third Amendment to Lease, dated February 20, 1998 (the “Third Amendment”), wherein additional premises located on the 3rd floor of the Building were added to the Initial Premises (the “Third Floor Premises”), and that certain Consent to Tenant’s Changes, dated as of August 30, 2001 (the “Consent”). Successor Landlord and Tenant entered into that certain License Agreement (the “License”), dated as of May 1, 2004, wherein Successor Landlord, as “Licensor”, licensed to Tenant, as “Licensee”, certain premises located on the 15th floor of the Building (the “Licensed Premises”), all as more particularly described in the License. The Initial Lease, as modified by the letter agreements, the Third Amendment and the Consent is hereinafter referred to as the “Lease”. The Initial Premises, as increased by the addition of the Third Floor Premises, is hereinafter collectively referred to as the “Existing Premises”. Capitalized terms not otherwise defined herein shall have the meanings given them in the Lease.

CITIBANK, N.A., LONDON BRANCH as ECA Co-ordinator and ECA Agent (the "ECA Agent")

- iii - LEASE, dated as of May 6, 1994, between SUTOM, N. V., a Netherlands-Antilles Corporation having an office c/o The Pyne Companies Ltd., 555 Madison Avenue, [[Address A:Address]] 10022 (hereinafter called “Landlord”) and [[Organization A:Organization]] having an office at 477 Madison Avenue [[Address A:Address]] 10022-5802 (hereinafter called “Tenant”).

between Sutom N.V., as landlord, and Newmark &

[Section 365(n)]. All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in Section 101 of such Code. The Parties agree that a Party granted a license pursuant to this Agreement (a “Licensee”) may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets. The Parties further agree that, in the event a Licensee elects to retain its rights as a licensee under such Code, such Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to such Licensee not later than:

BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as co-syndication agents (in such capacities, together with their respective successors and assigns in such capacities, the “Co-Syndication Agents”);

WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as joint book runners (in such capacities, together with their respective successors and assigns in such capacity, the “Joint Book Runners”);

The following Exhibits to the Credit Facility Agreement are hereby deleted and replaced with the applicable Exhibits attached hereto: Exhibit B-11], Exhibit B-22]-A, Exhibit B-22]-B, Exhibit B-33]-A, Exhibit B-33]-B, [Exhibit C], [Exhibit D], Exhibit N-11], Exhibit N-22], and Exhibit N-33].

N Solvency Certificate

(n) “Eligible Employee”