LEASE

Exhibit 10.42

LEASE

between

388 REALTY OWNER LLC

and

CITIGROUP GLOBAL MARKETS INC.

PREMISES:

390 Greenwich Street

New York, New York 10013

Dated: as of December 18, 2007

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TABLE OF DEFINED TERMS

TABLE OF SCHEDULES AND EXHIBITS

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TABLE OF DEFINED TERMS

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TABLE OF DEFINED TERMS

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TABLE OF DEFINED TERMS

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LEASE (this “ lease ”), dated as of December 18, 2007 between 388 REALTY OWNER LLC , a Delaware limited liability company, having an office at c/o SL Green Realty Corp., 420 Lexington Avenue, New York, New York 10170 (“ Landlord ”) and CITIGROUP GLOBAL MARKETS INC. , a New York corporation, having an office at 388 Greenwich Street, New York, New York 10013 (“ Tenant ”).

W I T N E S S E T H

WHEREAS , immediately prior to the date of this lease, Tenant owned fee title interest in and to the Land and the improvements thereon consisting of a ten (10) story building (the “ Building ”) known as 390 Greenwich Street, New York, New York. The Land is more particularly described in Exhibit A annexed hereto, which together with the Building comprise a part of the Real Property;

WHEREAS, immediately prior to the execution and delivery of this lease, Tenant conveyed its ownership interest in and to the Real Property to the Landlord named herein;

WHEREAS, Landlord currently owns the Real Property; and

WHEREAS, Tenant desires to lease the entire Real Property from Landlord for a term commencing on the date of this lease,

NOW, THEREFORE, for the mutual covenants herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, for themselves, their successors and permitted assigns, hereby covenant as follows:

ARTICLE 1

Term and Fixed Rent

1.01. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, upon and subject to the terms, covenants, provisions and conditions of this lease, the premises described in Section 1.02 .

1.02. The premises (herein called the “ Premises ”) leased to Tenant shall consist of the entire Real Property, including, without limitation: the entire 2 ^nd through 8 ^th floors of the Building (each such floor is individually referred to herein an “ Office Floor ” and collectively as the “ Office Floors ”), the lobby of the Building (herein called the “ Lobby ”), the basement of the Building (herein called the “ Basement ”), and mechanical areas encompassing the 9 ^th and 10 ^th floors of the Building. Landlord and Tenant hereby agree that the Premises shall be deemed to contain an aggregate of

764,918 rentable square feet (which is the area on which Fixed Rent is determined hereunder) comprised as follows:

Office Floors :

1 ^st Floor/Lobby :

Basement :

Subject to the terms, covenants, provisions and conditions of this lease, Landlord hereby grants to Tenant the exclusive right to use the Premises and to control the operation and management thereof.

1.03. The term of this lease (the “ Term ”) shall commence on the date of this lease (herein called the “ Commencement Date ”) and subject to the rights of Tenant to elect to extend the term of this lease pursuant to the provisions of Article 36 in which case the term of this lease shall end as of the last day of the applicable Extension Term, the term of this lease shall end at 11:59 p.m. on December 31, 2020 (the later of such dates is herein called the “ Expiration Date ”) or on such earlier date upon which the term of this lease shall expire or be canceled or terminated pursuant to any of the conditions or covenants of this lease or pursuant to law.

1.04. The rents shall be and consist of the following amounts with respect to the Premises:

(a) fixed rent (herein called “ Fixed Rent ”) at the rate of: (x) for the period commencing on the Commencement Date and ending on the last day of the

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first Lease Year, the sum of TWENTY-EIGHT MILLION EIGHT HUNDRED TEN THOUSAND ONE HUNDRED FORTY AND 00/100 DOLLARS ($28,810,140.00) per annum ($37.66 per rentable square foot per annum and $2,400,845.00 per month) and (y) the Fixed Rent payable as of the day immediately preceding each anniversary of the Commencement Date shall be increased annually on each anniversary of the Commencement Date by the percentage increase in the CPI in effect for the month of October in the year in which the relevant anniversary of the Commencement Date occurs over the CPI in effect during the month of October for the immediately preceding Lease Year; provided, that, in no event shall the Fixed Rent in any given Lease Year (A) exceed 103.75% of the Fixed Rent in effect for the immediately preceding Lease Year, or (B) be an amount lower than the Fixed Rent for the immediately preceding Lease Year. Thus, for example, if (i) the Fixed Rent in the first Lease Year is $28,810,140.00, (ii) the CPI for October, 2007 is 200.1, and (iii) the CPI for October, 2008 is 204.8, the Fixed Rent for the second Lease Year would be $29,487,178.00 (i.e., $28,810,140.00 x 102.35%). By way of further example, if (i) the Fixed Rent in the second Lease Year is $29,487,178.00, (ii) the CPI for October, 2008 is 204.8, and (iii) the CPI for October, 2009 is 215.6, the Fixed Rent for the third Lease Year shall be capped at $30,592,947.00 (i.e., $29,487,178.00 x 103.75% (in lieu of 105.27% increase)). As used herein the term “ Lease Year ” shall mean each period of 12 consecutive calendar months beginning on the Commencement Date. If the Commencement Date is not the first day of a calendar month, the initial fractional calendar month together with the next 12 calendar months shall constitute the first Lease Year. Fixed Rent shall be payable commencing on the Commencement Date, and thereafter in monthly installments in advance on the first day of each and every calendar month during the Term, to be paid in lawful money of the United States to Landlord at its office, or such other place as Landlord shall designate on at least thirty (30) days advance written notice to Tenant, and

(b) additional rent (herein called “ Additional Charges ”) shall consist of any sums of money (other than Fixed Rent) that may become due from and payable by Tenant directly to Landlord pursuant to any express provision of this lease.

1.05. [Intentionally Omitted]

1.06. Tenant covenants and agrees to pay Fixed Rent and Additional Charges promptly when due without notice or demand therefor, except as such notice or demand may be expressly provided for in this lease, and without any abatement, deduction or setoff for any reason whatsoever, except as may be expressly provided in this lease. Fixed Rent shall be paid by electronic funds transfer to an account designated from time to time by Landlord on at least thirty (30) days advance written notice to Tenant. Additional Charges shall be paid by good and sufficient check (subject to collection) drawn on a New York City bank which is a member of the New York Clearing House Association or a successor thereto.

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1.07. If the Term commences on a day other than the first day of a calendar month, or if the Expiration Date (or such earlier date upon which the Term shall expire or be canceled or terminated pursuant to any of the conditions or covenants of this lease or pursuant to law), subject to the last sentence of this Section 1.07 , occurs on a day other than the last day of a calendar month, the Fixed Rent and Additional Charges for the applicable partial calendar month shall be prorated in the manner provided in Section 1.09 . In the event that this lease shall be terminated under the provisions of Article 22 , or in the event that Landlord shall reenter the Premises under the provisions of Article 23 , or in the event of the termination of this lease, or of reentry, by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, the payment of Fixed Rent and Additional Charges shall be paid in the manner provided in Article 23 or 24 , as applicable.

1.08. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Fixed Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this lease or at law provided.

1.09. Any apportionments or prorations of Fixed Rent or Additional Charges to be made under this lease shall be computed on the basis of a 365-day year (based on the actual number of days in the period in question).

1.10. If any of the Fixed Rent or Additional Charges payable under the terms and provisions of this lease shall be or become uncollectible, reduced or required to be refunded because of any act or law enacted by a governmental authority, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (but not in excess of the amounts reserved therefor under this lease). Upon the termination of such legal rent restriction, (a) the Fixed Rent and/or Additional Charges shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Landlord promptly upon being billed, to the maximum extent legally permissible, an amount equal to (i) the Fixed Rent and/or Additional Charges which would have been paid pursuant to this lease but for such legal rent restriction less (ii) the rents paid by Tenant during the period such legal rent restriction was in effect. The provisions of this Section 1.10 shall have no applicability with respect to Benefits, or any program, law, rule or regulation of any governmental authority, quasi-governmental authority or public or private utility or similar entity designed to induce tenants to enter into, renew, expand or otherwise modify leases, perform tenant improvements or utilize energy-efficient appliances, or any other tenant-inducement program, law, rule or regulation ; provided, however, that the provisions of this sentence shall not be construed

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in any manner to reduce the Fixed Rent payable under this lease unless and to the extent that Landlord is reimbursed or otherwise compensated for such reduction on a dollar-for-dollar basis by any governmental authority, quasi-governmental authority or public or private utility or similar or dissimilar entity.

1.11. Landlord shall be entitled to all rights and remedies provided herein or by law for a default, after the expiration of any applicable notice and cure period, in the payment of Additional Charges as are available to Landlord for a default, after the expiration of any applicable notice and cure period, in the payment of Fixed Rent.

1.12. This lease shall be deemed and construed to be a “net lease” and Tenant shall pay to Landlord, absolutely net throughout the Term, Fixed Rent, Additional Charges and other payments hereunder, free of any charges, assessments, impositions or deductions of any kind and without abatement, demand, notice, deduction or set-off of any kind, and under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the parties, shall Landlord be expected or required to make any payment of any kind whatsoever or be under any other obligation or liability hereunder, except as expressly provided in this lease.

ARTICLE 2

Delivery and Use of Premises

2.01. (a) Tenant acknowledges that Tenant owned the Real Property immediately prior to the Commencement Date, and has inspected the Premises and is fully familiar with the condition thereof. Tenant has accepted the Premises in its “as is, where is, with all faults” condition, and Landlord shall not be required to perform any work, install any fixtures or equipment or render any services to make the Premises ready or suitable for Tenant’s occupancy.

(b) Tenant hereby waives any right to rescind this lease under the provisions of Section 223(a) of the Real Property Law of the State of New York, and agrees that the provisions of this Section 2.01(b) are intended to constitute “an express provision to the contrary” within the meaning of said Section 223(a).

2.02. (a) Subject to any applicable Legal Requirements, the Premises may be used by Tenant and Tenant’s Affiliates and any persons claiming by, through or under Tenant (including, without limitation, any subtenants of Tenant permitted under Article 7 ) for any lawful purposes, including, without limitation, administrative, executive and general offices, trading facilities, data center and retail use (including, without limitation, a retail bank and automated teller machines). Notwithstanding the foregoing, Landlord makes no warranty or representation as to the suitability of all or any portion of the Premises for any use, including, without limitation, as a place of public

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assembly requiring a public assembly permit or a change in the Certificate of Occupancy for the Building or as to whether there will be adequate means of ingress and/or egress or adequate restroom facilities in the event that Tenant requires such a public assembly permit or such a change, and Landlord shall have no liability to Tenant in connection therewith (provided, however, that Landlord shall reasonably cooperate with Tenant’s application for any such public assembly permit or change in the Certificate of Occupancy, subject to Tenant’s obligation to reimburse Landlord for its out-of-pocket expenses, as more particularly set forth below), nor shall Landlord have any obligation to perform any alterations in or to the Premises in order to render it suitable for any use, including, without limitation, the issuance of a public assembly permit or for a change in the Certificate of Occupancy.

(b) Landlord agrees that throughout the Term, Landlord shall not change the Certificate of Occupancy for the Building unless consented to by Tenant (which consent may be granted or withheld by Tenant in its sole discretion).

2.03. If any governmental license or permit (other than a Certificate of Occupancy for the Building) shall be required for the proper and lawful conduct of Tenant’s business in the Premises or any part thereof, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection within thirty (30) days after Landlord’s request therefor. Tenant shall at all times comply in all material respects with the terms and conditions of each such license or permit. Additionally, should Alterations or Tenant’s use of the Premises require any modification or amendment of any Certificate of Occupancy for the Building, Tenant shall, at its expense, take all commercially reasonable actions necessary to procure any such modification or amendment, provided that such action complies with Section 2.02 and shall not subject Landlord or any Landlord Party to any civil or criminal liability therefor (except to the extent that Tenant agrees to indemnify and hold harmless Landlord and all Landlord Parties from any such civil liability). Landlord shall cooperate with Tenant in connection with Tenant’s obtaining of any such governmental license or permit (including any permit required in connection with Tenant’s Alterations) or any application by Tenant for any amendment or modification to the Certificate of Occupancy for the Premises or any portion thereof as permitted hereunder, and Landlord shall reasonably promptly execute and deliver any applications, reports or related documents as may be requested by Tenant in connection therewith, provided that Tenant shall reimburse Landlord (as Additional Charges) for all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation and in effecting any such modification or amendment within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord and all Landlord Parties from and against any claims arising in connection with such cooperation or in effecting such modification or amendment, other than any such claims arising from any incorrect information provided by Landlord in connection therewith. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises

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not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy (without limiting Landlord’s obligations to cooperate with Tenant in connection with any such modifications or amendments as hereinabove set forth).

Notwithstanding anything to the contrary contained herein, Tenant shall not at any time use or occupy the Premises or suffer or permit anyone to use or occupy the Premises, or do anything in or upon the Premises, or suffer or permit anything to be done in, brought into or kept on the Premises, which shall (a) violate the Certificate of Occupancy for the Building; (b) cause injury to the Premises or any portion thereof or any equipment, facilities or systems therein; or (c) constitute a violation of any Legal Requirements.

2.04. Notwithstanding anything to the contrary contained in this lease, Tenant shall not lease or sublease any space in or upon the Real Property or the Building (including the Premises) to, or otherwise permit the use of any portion of the space in or on the Real Property or the Building by any tenants or occupants who would use the space for any of the following uses: (i) offices of any governmental agency or quasi-governmental agency, including with respect to any foreign government or the United Nations, an embassy or consulate office, or any agency or department of the foregoing; (ii) medical, dental or other therapeutic or diagnostic services as opposed to medical or health facilities which are ancillary and incidental to Tenant’s primary use of the Premises, (iii) abortion clinics; (iv) manufacture, distribution or sale of pornography; (v) dry cleaning plants (as opposed to dry cleaning and laundry stores which do not perform, on site, dry cleaning services); (vi) establishments whose primary sales on their premises are alcoholic beverages; (vii) foreign governments and/or any other entity or person that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential or hotel purposes, (xi) school or classroom (but not training and classroom facilities that are ancillary to the use of the Premises for the uses permitted hereunder); (xii) manufacturing, and (xiii) any use that would violate any Legal Requirement or the Certificate of Occupancy for the Building or that is illegal. Each of the uses which are precluded by this Section 2.04 are herein called a “ Prohibited Use ”. Notwithstanding any of the foregoing, in no event shall any use of the Premises existing as of the date hereof by any Citigroup Tenant or permitted under any Current Occupancy Agreement (so long as any such Currency Occupancy Agreement is in effect, including any amendment, modification or renewal thereof) constitute a Prohibited Use with respect to the portion of the Premises so used unless such use is illegal or falls within the use specified in clauses (i) or (ii) above. Any dispute between Landlord and Tenant as to whether or not a proposed use constitutes a Prohibited Use shall be resolved by arbitration in accordance with the provisions of Article 37 .

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ARTICLE 3

Taxes and Operating Expenses

3.01. The terms defined below shall for the purposes of this lease have the meanings herein specified:

(a) “ Landlord Compliance Capital Item ” shall mean any repair or alteration which should be capitalized in accordance with generally accepted accounting principles, consistently applied (herein called “ GAAP ”) which is required to comply with any Legal Requirement in respect of the Premises or the use and occupation thereof, and which is made at any time during the Term following the tenth (10 ^th ) anniversary of the Commencement Date (the “ Capital Date ”), and which is not (i) included within the definition of Tenant Compliance Capital Item or (ii) a repair or alteration that was required to be performed prior to the Capital Date but was not performed at such time due to Tenant’s exercising its right to contest such Legal Requirement in accordance with Section 8.02(a) , which repair or alteration shall be the sole responsibility of Tenant. Notwithstanding anything to the contrary contained in this lease: (i) in all instances in this lease where an item is required to be amortized in accordance with GAAP, it is agreed that such item shall be amortized over its Useful Life, (ii) the Useful Life of any such item shall be deemed to commence when such item has been installed and has been made operational, and (iii) any dispute between Landlord and Tenant over the Useful Life of an item shall be submitted to expedited arbitration in accordance with the provisions of Article 37 .

(b) “ Landlord R&M Capital Item ” shall mean any repair or replacement in respect of the Premises or the use and occupation thereof (other than any Tenant R&M Capital Item) which should be capitalized in accordance with GAAP and which is made at any time during the Term following the Capital Date.

(c) “ Landlord Reimbursement Amounts ” shall mean the amounts of any Landlord Reimbursement Items.

(d) “ Landlord Reimbursement Items ” shall mean, collectively, Reimbursement Operating Expenses, Reimbursement Taxes, Tenant-Funded Residual Cap Ex Amounts (to the extent not received by or on behalf of Tenant for such purpose from casualty insurance or condemnation proceeds) and any other items that are designated as Landlord Reimbursement Items in any other provision of this lease.

(e) “ Net Taxes Additional Charges ” shall mean the aggregate of Tax Payments less Reimbursement Taxes.

(f) “ Operating Expenses ” shall mean all amounts paid by Tenant in connection with the repair, replacement, maintenance, operation, and/or the

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security of the Real Property prior to and during the Term, except to the extent that such costs constitute Taxes.

(g) “ Real Property ” shall mean, collectively, the Building and all fixtures, facilities, machinery, equipment and other personal property used in the operation, maintenance and/or repair thereof, including, but not limited to, all cables, fans, pumps, boilers, heating and cooling equipment, wiring and electrical fixtures and metering, control and distribution equipment, component parts of the HVAC, electrical, plumbing, elevator and any life or property protection systems (including, without limitation, sprinkler systems), window washing equipment and snow removal equipment), the Land, any property beneath the Land, the curbs, sidewalks and plazas on and/or immediately adjoining the Land, and all easements, air rights, development rights and other appurtenances benefiting the Building or the Land or both the Land and the Building but excluding “Floor Area Development Rights” (as defined in the Zoning Resolution of the City of New York, effective as of December 15, 1961, as amended from time to time), if any, attributable to the Building.

(h) “ Reimbursement Operating Expenses ” shall mean that portion, if any, of the Operating Expenses paid by Tenant pursuant to the terms hereof which represents:

(i) [intentionally omitted]

(ii) with respect to any Extended Landlord Capital Item performed after the Capital Date during the initial term or any of the Extension Terms where there remain no further Extension Terms, or Tenant has not exercised an option for the forthcoming Extension Term, then the portion of the cost of such Extended Landlord Capital Item that relates to the portion of its Useful Life occurring after the Expiration Date will constitute Reimbursement Operating Expenses.

To illustrate and without limitation:

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if with two (2) years remaining in the Third Extension Term, Tenant pays $10,000 to replace a component of the Building’s base building air conditioning system which constitutes a Landlord Compliance Capital Item or a Landlord R&M Capital Item and has a Useful Life of ten (10) years, the sum of $8,000 will constitute Reimbursement Operating Expenses.

(i) “ Reimbursement Taxes ” shall mean any taxes that are payable by Landlord and are paid by Tenant on behalf of Landlord pursuant to this lease which are excluded from the definition of Taxes or which are allocable to the period occurring after the Expiration Date.

(j) “ Taxes ” shall mean (i) the real estate taxes, vault taxes, water and sewer rents, use and occupancy taxes, licenses and permit fees and other governmental levies and charges, assessments and special assessments and business improvement district or similar charges levied, assessed or imposed upon or with respect to the Real Property by any federal, state, municipal or other governments or governmental bodies or authorities (after giving effect to any tax credits, exemptions and abatements) and (ii) all taxes assessed or imposed with respect to the rentals payable hereunder other than general income and gross receipts taxes, or in respect of any franchise, easement, right, license or permit appurtenant to the use of the Premises, and in the case of any item under clause (i) or (ii), whether general and special, ordinary and extraordinary, unforeseen and foreseen of any kind and nature whatsoever. If at any time during the Term the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, or as an addition to or as a substitute for, the whole or any part of such taxes under clause (i) or (ii), there shall be levied, assessed or imposed upon or with respect to the Real Property (A) a tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (B) any other such additional or substitute tax, assessment, levy, imposition, fee or charge, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be deemed to be included within the term “Taxes” for the purposes hereof. Any dispute between Landlord and Tenant as to whether any taxes, assessments, levies, impositions, fees or charges should be included in Taxes as amounts

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which are includable on the basis that they are “in addition to” Taxes in accordance with the proviso at the end of the immediately preceding sentence shall be determined by expedited arbitration in accordance with the provisions of Article 37 . Notwithstanding anything to the contrary contained herein, the term “Taxes” shall exclude any taxes imposed in connection with a transfer of the Real Property or any refinancing thereof (for example but without limitation, transfer taxes and mortgage recording taxes); it being understood and agreed for the avoidance of doubt, Taxes shall include any increase in the amount of any tax described in clause (i) and (ii) of this paragraph due to any such transfer or refinancing, and shall further exclude any net income, franchise or “value added” tax, inheritance tax or estate tax imposed or constituting a lien upon Landlord or all or any part of the Building or the Land, except to the extent, but only to the extent, that any of the foregoing are hereafter assessed against owners or lessors of real property in their capacity as such (as opposed to any such taxes which are of general applicability) in lieu of, in addition to or as a substitute for, the whole or any part of such the taxes described in clause (i) and (ii) of this paragraph). Notwithstanding anything to the contrary contained in this lease, if an assessed valuation of the Land or Building shall include an assessed valuation amount allocable to (x) an addition of new space in the Building made by or behalf of Landlord or any other party to which Landlord may have conveyed such right (without suggesting that Landlord or any other party shall have the right to add new space to the Building without Tenant’s written consent, which consent Tenant shall have the right to withhold in its sole discretion), or (y) to an addition of an amenity in the Building made by or behalf of Landlord or any other party to which Landlord may have conveyed such right which is not available for the use or benefit of Tenant (without suggesting that Landlord or any other party shall have the right to add any such amenity to the Building without Tenant’s written consent, which consent Tenant shall have the right to withhold in its sole discretion), then in any such case which occurs after the date of this lease, then the computation of Taxes shall not include any amount which would otherwise constitute Taxes payable by reason of the addition of such new space or amenity, as the case may be.

(k) “ Tax Year ” shall mean each period of twelve (12) months, commencing on the first day of July of each such period, in which occurs any part of the Term, or such other period of twelve (12) months occurring during the Term as hereafter may be duly adopted as the fiscal year for real estate tax purposes of the City of New York.

(l) “ Tenant Compliance Capital Item ” shall mean any repair, replacement or alteration which should be capitalized in accordance with GAAP and which is required to comply with any Legal Requirement in respect of the Premises arising from (a) Tenant’s particular manner of use of the Premises (other than arising out of the mere use of the Premises as executive and general offices or retail purposes or which are of a building wide application), (b) the particular manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein (other than arising out of the mere use of the Premises as executive and general offices or

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retail purposes or which are of a building wide application), (c) any cause or condition created by or at the instance of Tenant (other than the mere use of the Premises as executive and general offices or retail purposes or which are of a building wide application), (d) the breach of any of Tenant’s obligations hereunder, or (e) the negligence of Tenant or any of its agents (provided and to the extent applicable that Landlord has purchased the insurance required to be carried by Landlord pursuant to Article 9 and the insurance carrier fails or refuses to provide coverage with respect to such negligence, and provided further that Landlord shall file a claim with its insurance carrier for the cost of any such repair, replacement or alteration, diligently prosecute such claim and pay over to Tenant any amounts recovered from such insurance carrier in connection therewith, not to exceed the amounts actually paid by Tenant with respect to such repair, replacement or alteration); it being understood and agreed that unless the need for the same arises out of one or more of the causes set forth in clauses (a) through (e) of above, from and after the Capital Date, if any, the term “Tenant Compliance Capital Item” shall not include (w) structural repairs or alterations in or to the Premises (other than Leasehold Improvements), (x) repairs or alterations to the vertical portions of Building Systems or facilities serving the Premises or to any portions of Building Systems (but shall include repairs to horizontal extensions of, or Alterations to, such Building Systems or facilities that do serve the Premises, such as electrical or HVAC distribution within Office Floors), or (y) repairs or alterations to the exterior walls or the windows of the Building or the portions of any window sills outside such windows, in any such case which should be capitalized in accordance with GAAP and which are required to comply with any Legal Requirement.

(m) “ Tenant-Funded Residual Cap Ex Amounts ” shall mean those portions, if any, of the cost of any Landlord Compliance Capital Item or Landlord R&M Capital Item paid for by Tenant as Operating Expenses and not otherwise included in Reimbursement Operating Expenses, which is allocable to the Useful Life of such Landlord Compliance Capital Item or Landlord R&M Capital Item occurring after (i) the early termination of this lease (subject to the provisions of Section 3.05(b) ) or (ii) the non-occurrence of the Extension Term after Tenant shall have exercised an Extension Option with respect thereto, in any of the cases described above for any reason whatsoever.

(n) “ Tenant R&M Capital Item ” shall mean any repair or replacement in and to the Premises which should be capitalized in accordance with GAAP arising from (a) the performance, existence or removal of Leasehold Improvements, (b) the installation, use or operation of Tenant’s Property, (c) the moving of Tenant’s Property in or out of the Building, (d) the act, omission (where an affirmative duty to act exists), misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees (provided and to the extent that Landlord has purchased the insurance required to be carried by Landlord pursuant to Article 9 and the insurance carrier fails or refuses to provide coverage with respect to such act, omission, misuse or neglect, and provided further that Landlord shall file a claim with its insurance

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carrier for the cost of any such repair or replacement, diligently prosecute such claim and pay over to Tenant any amounts recovered from such insurance carrier in connection therewith, not to exceed the amounts actually paid by Tenant with respect to such repair or replacement), (e) Tenant’s particular manner of use of the Premises (other than arising out of the mere use of the Premises as executive and general offices or retail purpose) or (f) design flaws in any of Tenant’s plans and specifications for Leasehold Improvements. Tenant R&M Capital Item shall not include (i) repairs to or replacements of any structural elements of the Building which should be capitalized in accordance with GAAP, (ii) repairs to or replacements of the vertical portions of Building Systems or facilities serving the Premises which should be capitalized in accordance with GAAP ( i.e. , excluding repairs to or replacements of horizontal extensions of or Alterations to such Building Systems or facilities, such as electrical or HVAC distribution within an Office Floor) or (iii) repairs to or replacements of the exterior walls or the windows of the Building, or the portions of any window sills outside such windows, in any case except to the extent, but only to the extent, the need for such repairs or replacements arises prior to the Capital Date, if any, or out of one or more of the causes set forth in clauses (a) through (f) above. Furthermore, Tenant R&M Capital Item shall not include any item of repair or replacement the need for which arises from Landlord’s negligence or willful misconduct (provided that Tenant has purchased the insurance required to be carried by Tenant pursuant to Article 9 and the insurance carrier fails or refuses to provide coverage with respect to such negligence, and provided further that Tenant shall file a claim with its insurance carrier for the cost of any such repair or replacement, diligently prosecute such claim and pay over to Landlord any amounts recovered from such insurance carrier in connection therewith, not to exceed the amounts actually paid by Landlord with respect to such repair, replacement or alteration), and the entire cost of any such item shall constitute a Landlord Reimbursement Item except to the extent that Tenant is paid any insurance proceeds in connection therewith.

(o) “ Useful Life ” shall mean, with respect to any item, the useful life of such item as determined in accordance with GAAP, if and to the extent that GAAP provides a basis for determining such useful life, but in each case not to exceed fifteen (15) years with respect to any item.

3.02. (a) Tenant shall pay directly to the City of New York or other applicable taxing authority, as Additional Charges, an amount (herein called the “ Tax Payment ”) equal to one hundred percent (100%) of the Taxes payable for each Tax Year or part thereof which shall occur during and prior to the Term. Subject to Section 3.02(c) , the Tax Payments shall be made as and when they are due and payable without penalty (but with interest to the extent permissible) to the City of New York or other applicable taxing authority and Tenant shall contemporaneously provide Landlord with evidence of such payment; provided, however, Tenant may pay Taxes in installments (together with interest on any deferred payments) if permitted by the applicable authorities.

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(b) If Landlord or Tenant shall receive any refund or credit with respect to any Tax Payment made by Tenant (whether on, prior to or following the Commencement Date), the entire amount of such refund or credit shall be payable to Tenant, except to the extent, but only to the extent, if any, that such refund or credit is with respect to Reimbursement Taxes which have been paid to Tenant.

(c) (i) Subject to compliance with the requirements of Section 3.02(c)(ii) , Tenant, at Tenant’s sole cost and expense, shall have the exclusive right to seek reductions in the real estate taxes and/or the assessed valuation of the Real Property and prosecute any action or proceeding in connection therewith by appropriate proceedings diligently conducted in good faith, in accordance with the Charter and Administrative Code of New York City. Notwithstanding the foregoing, during the last two (2) years of the Term (taking into account any Extension Option exercised by Tenant) Tenant, at Tenant’s sole cost and expense, shall exercise such right with respect to said last two (2) years (herein called a “ Required Cert Proceeding ”); provided, however, that Tenant shall not be required to do so for any such year if Tenant obtains and provides to Landlord with respect to such year a letter from a recognized certiorari attorney or consultant that, in such person’s opinion, it would not be advisable or productive to bring any such application or proceeding (without taking into account any considerations with respect to any other properties owned by Tenant or any affiliate of Tenant in the City of New York). In connection with any Required Cert Proceeding, Landlord shall have the right to attend all meetings between Tenant and Tenant’s certiorari attorney and/or consultant, and Tenant shall act reasonably in accepting Landlord’s recommendations in connection with any such Required Cert Proceeding. If Tenant elects to exercise such rights (or if Tenant is required to exercise such rights pursuant to the foregoing provisions of this Section), Landlord will offer no objection and, at the request of Tenant, will cooperate in all reasonable respects with Tenant in effecting any such reduction, abatement or refund. Landlord shall not be required to join in any proceedings referred to in this Section unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by and/or in the name of Landlord or any owner of the Real Property, in which event Landlord shall join in such proceedings or permit the same to be brought in its name, subject to the following: (1) Landlord’s sole obligation in that regard shall be to execute documents, and undertake other ministerial acts, which must be executed by Landlord or any owner of the Real Property (and Landlord shall never be obligated to execute any such documents unless the information set forth therein is accurate in all material respects and such documents are otherwise in form reasonably acceptable to it); (2) any document submitted by Tenant to Landlord shall be deemed accompanied by Tenant’s certification that the information set forth in such document is accurate in all respects; and (3) Tenant shall indemnify, defend and save Landlord free and harmless from and against any claims, liabilities, costs and expenses (including, without limitation, reasonable counsel fees) incurred in connection with, or otherwise resulting from such proceedings (including, without limitation, those incurred in connection with, or otherwise resulting

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from, Landlord’s execution of any such documents or Landlord’s taking of any such ministerial acts).

(ii) Tenant shall have the right to contest, at its sole cost and expense, the amount or validity, in whole or in part, of any Taxes by appropriate proceedings diligently conducted in good faith, if, and only as long as:

(A) Neither the Real Property nor any part thereof, could be, by reason of such postponement or deferment, in danger of being forfeited and Landlord is not in danger of being subjected to criminal liability or penalty or civil liability or penalty by reason of nonpayment thereof, and

(B) Tenant shall have timely paid the Taxes in full prior to such challenge; provided, however, if any such payment would void or render moot any such challenge and that to the extent Legal Requirements permit Tenant to challenge any real estate taxes prior to the payment of the same, then Tenant may so challenge such Taxes prior to the payment thereof.

(iii) On or prior to the Expiration Date, Tenant shall assign to Landlord the prosecution of any on-going contest referred to in this Section 3.02(c) which effects a Tax Year subsequent to the Expiration Date. In any such event, Landlord shall pursue such contest in good faith. Landlord shall have not have the right to settle any contest which effects a Tax Year prior to and/or including the Expiration Date without the consent of Tenant, which consent shall not be unreasonably withheld. The provisions of Section 3.02(b) shall apply to any refund of Taxes resulting from the prosecution of any such contest so assigned to Landlord to the extent any such refund relates to the period prior to and including the Expiration Date.

3.03. (a) Subject to the applicable terms and conditions of this lease, Tenant shall (or shall cause its managing agent to), at its sole cost and expense, manage and operate the Real Property in accordance with the First-Class Landlord Standard and make repairs and replacements thereto (including, without limitation, any such repairs or replacements that constitute Landlord Compliance Capital Items or Landlord R&M Capital Items, subject to reimbursement of all or a portion of the cost thereof to the extent required in accordance with the provisions of this Article 3 and except as otherwise provided in Section 3.04(d)) in accordance with Article 13 hereof. Subject to the applicable terms and conditions of this lease, Tenant shall also, at its sole cost and expense (but subject to reimbursement of any Landlord Reimbursement Amounts in accordance with this Article 3 ), provide such services to the Premises as may be required by Tenant and any persons claiming by, through or under Tenant.

(b) On the Commencement Date, Landlord shall make available to Tenant, and provide Tenant with the benefit of, all licenses, permits,

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approvals, authorizations, guaranties and warranties required for the use and operation of the Buildings which were assigned to Landlord, if any, in connection with the acquisition of the Real Property and, in furtherance of the foregoing, Landlord and Tenant shall enter into such agreements, on terms mutually satisfactory to the parties thereto, as may necessary, to provide Tenant with the benefit of such licenses, permits, approvals, authorizations, guaranties and warranties as may be required for the use and operation of the Premises.

(c) To the extent requested by Landlord, Tenant will schedule meetings with Landlord at the Building (but not more frequently than once every three (3) months during which Tenant (and/or Tenant’s managing agent) will advise Landlord as to matters related to the management, operation and maintenance of the Building; provided that if Tenant has elected not to renew this lease for any Extension Term, during the last eighteen (18) months of the then current term, Tenant and Landlord shall meet more frequently in order to facilitate a smooth transition of the Premises upon expiration of this lease. Furthermore, Landlord and persons authorized by Landlord shall have the right, at scheduled times to be mutually agreed to by Tenant and Landlord (but not more frequently than once per month; provided that if Tenant has elected not to renew this lease for any Extension Term, during the last eighteen (18) months of the then current term, more frequently than as aforementioned in order to facilitate a smooth transition of the Premises upon expiration of this lease or in the case of an emergency, to enter and/or pass through the Premises to inspect the Premises provided Landlord shall use reasonable efforts to minimize any interference with Tenant’s business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency. The provisions of this Section 3.03(b) shall not restrict Landlord’s right to access the Premises in accordance with Section 16.01 and Section 16.02 .

(d) Tenant shall keep and maintain at all times full and correct copies of all material licenses, permits, guarantees and warranties, with respect to the operation and maintenance of the Real Property, and all material records in connection with repairs and Alterations to, and service and maintenance of, the Real Property and in connection with the operation of the Real Property in general (in contradiction to the operation of Tenant’s business), and shall preserve the foregoing for a period of six (6) years (collectively, “ Material Documents ”). Within thirty (30) days after request by Landlord (but no more often than once in any period of twelve (12) months; provided that if Tenant has elected not to renew this lease for any Extension Term, during the last eighteen (18) months of the applicable term, more frequently than as aforementioned in order to facilitate a smooth transition of the Premises upon expiration of this lease, Tenant shall make said Material Documents available from time to time for inspection by Landlord and Landlord’s designee during reasonable business hours at a location

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designated by Tenant in New York City, and, at Landlord’s request, at Landlord’s sole cost and expense, Landlord can make copies thereof. Landlord agrees, and shall cause its designee to agree, to keep confidential any and all information contained in such Material Documents, except as may be required (1) by applicable Legal Requirements or (2) by a court of competent jurisdiction or arbitrator or in connection with any action or proceeding before a court of competent jurisdiction or arbitrator; or (3) to Landlord’s attorneys, accountants and other professionals; and Landlord will confirm and cause its designee to confirm such agreement in a separate written agreement, if requested by Tenant.

(e) Tenant shall not change or seek to change in any manner the “zoning lots” or “tax lots” which currently constitute the Real Property or use, transfer or encumber in any manner any “Floor Area Development Rights” attributable to the Real Property, if any, and not currently used in the Premises, in each case without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion. Landlord shall not change or seek to change in any manner the “zoning lots” or “tax lots” which currently constitute the Real Property nor shall Landlord or any other party to whom Landlord may transfer any “Floor Area Development Rights” attributable to the Real Property, if any, add space to, or otherwise increase the size of, the Building pursuant to such Floor Area Development Rights, if any, or otherwise so long as this lease is in effect.

3.04. (a) Except in the case of an emergency, or as otherwise may be required by Legal Requirements, Tenant, before proceeding with any repair, alteration or improvement which Tenant intends to treat as an Extended Landlord Capital Item, shall give a notice to Landlord (herein called an “ Extended Landlord Capital Item Notice ”), setting forth (i) an explanation of the facts which lead Tenant to determine that a prudent non-institutional owner of a Comparable Building would perform such Extended Landlord Capital Item at such time (herein called the “ First-Class Landlord Standard ”), (ii) the estimated cost of such Extended Landlord Capital Item (herein called the (“ Extended Item Cost ”), (iii) Tenant’s determination of the Useful Life of such Extended Landlord Capital Item (herein called the “ Useful Life Estimate ”) an/or (iv) whether a prudent non-institutional owner of a Comparable Building in the ordinary course of business would have performed such Extended Landlord Capital Item prior to the Capital Date (herein called “ Delayed Performance ”). If Tenant proceeds to perform an Extended Landlord Capital Item on an emergency basis or as otherwise set forth above, Tenant shall promptly give an Extended Landlord Capital Item Notice in connection therewith. Landlord shall have the right, which may be exercised within fifteen (15) Business Days following the giving of an Extended Landlord Capital Item Notice, to give a notice to Tenant (herein called an “ Extended Item Response Notice ”), (x) disputing (A) whether the First-Class Landlord Standard has been met, (B) the Extended Item Cost and/or (C) the Useful Life Estimate, or (y) subject to the provisions of Section 3.04(d) below, electing not to reimburse Tenant for the subject Extended Landlord Capital Item (“ Non-Reimbursement Election ”). In the event that Landlord

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fails to give an Extended Item Response Notice within such fifteen (15) Business Day period, Tenant shall have the right to give a second notice to Landlord, which notice shall state that if Landlord fails to give an Extended Item Response Notice within five (5) Business Days after the giving of such second notice to Tenant, time being of the essence with respect to the giving of the Extended Item Response Notice, then Landlord shall be deemed to have waived its right to dispute the three items set forth in the Extended Landlord Capital Item Notice and/or elect not to reimburse Tenant for the subject Extended Landlord Capital Item subject to Section 3.04(d) . In the event that Landlord fails to give an Extended Item Response Notice within such five (5) Business Day period, or in the event that Landlord gives a timely Extended Item Response Notice which fails to dispute one or more of the three items set forth in the Extended Landlord Capital Item Notice, Landlord shall be deemed to have waived its right to dispute either all of such items or the items which Landlord failed to dispute in its Extended Item Response Notice, as the case may be. Tenant shall have the right, subject to the provisions of Article 11 and the provisions of this Section 3.04 setting forth Landlord’s dispute rights, to proceed with the performance of an Extended Landlord Capital Item notwithstanding that Landlord may have given an Extended Item Response Notice and the dispute set forth therein has not been resolved, or prior to the expiration of the time period in which Landlord has the right to give an Extended Item Response Notice.

(b) If Landlord gives a timely Extended Item Response Notice and the parties are unable to resolve the dispute within ten (10) Business Days after the giving of the Extended Item Response Notice, either party, at any time thereafter, may submit the dispute to a binding, expedited arbitration in accordance with the provisions of Article 37 . If an arbitrator appointed in accordance with Article 37 determines that Tenant failed to meet the First-Class Landlord Standard and that the repair, improvement or alteration in question was unnecessary or that the repair or alteration in question was the subject of Delayed Performance, then the repair, improvement or alteration in question shall not be treated as an Extended Landlord Capital Item, and Landlord shall not be required to reimburse Tenant for any portion of the cost of such repair, improvement or alteration. If an arbitrator appointed in accordance with Article 37 determines that Tenant failed to meet the First-Class Landlord Standard, but that a less expensive repair, improvement or alteration would have been made by a first-class non-institutional owner of a Comparable Building at that time, then such arbitrator shall set an Extended Item Cost and Useful Life Estimate to be used by the parties to calculate the appropriate amount of Reimbursement Operating Expenses in connection therewith. If an arbitrator appointed in accordance with Article 37 determines that Tenant succeeded in meeting the First-Class Landlord Standard, but disagrees with the Extended Item Cost and/or the Useful Life Estimate contained in the Extended Landlord Capital Item Notice, then such arbitrator shall set an Extended Item Cost and/or Useful Life Estimate to be used by the parties to calculate the appropriate amount of Reimbursement Operating Expenses in connection therewith.

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(c) With respect to any repair, alteration or improvement performed by Tenant which is treated as an Extended Landlord Capital Item, Tenant shall provide to Landlord, within a reasonable time after completion of such repair, alteration or improvement, (i) reasonable evidence of payment in full for such repair, alteration or improvement together with an amortization schedule for such item prepared in accordance with Section 3.01(i)(1) , (ii) copies of any sign-offs required to be issued by the New York City Department of Buildings in connection therewith, (iii) lien waivers from the contractors who shall have performed such repair, alteration or improvement, and (iv) a certificate signed by Tenant’s architect certifying as to the completion of same. Landlord’s obligation to pay any Landlord Reimbursement Amounts payable by Landlord hereunder with respect to any such repair, alteration or improvement shall be conditioned upon Landlord’s receipt of the foregoing items to the extent applicable to such Extended Landlord Capital Item.

(d) Notwithstanding anything to the contrary contained in Section 3.04(a) , Landlord shall only be entitled to make a Non-Reimbursement Election if (x) at the time of the giving of such Extended Capital Item Notice Tenant has not exercised an Extension Option which extends the Term beyond the then current Term of this lease (i.e., Landlord shall only be entitled to make the election under this clause (x) if there are three (3) or less years remaining in the Term and Tenant has not exercised any Extension Option set forth in Article 36 ), and (y) in lieu of performing such Extended Landlord Capital Item, it is feasible not to diminish Building services below those generally provided by prudent non-institutional owners of Comparable Buildings (other than to a de minimis degree) through a repair and maintenance program (“ Alternative R&M Program ”) with respect to the system or item in question; it being understood and agreed that if such Extended Landlord Capital Item can be avoided through an Alternative R&M Program, Landlord shall be obligated to pay to Tenant an amount equal to the excess, if any, of (A) the cost the Alternative R&M Program, over (B) the portion of the cost of the Extended Landlord Capital Item that Tenant would have otherwise been responsible for under this Section 3.04 had such Extended Landlord Capital Item been made, which amount shall be payable by Landlord within thirty (30) days following Tenant’s submission to Landlord of an invoice therefor together with documentation reasonably evidencing such excess cost. Any dispute between the parties regarding the subject matter of this Section 3.04(d) may be resolved by expedited arbitration pursuant to Article 37 .

3.05. (a) At any time from and after the Expiration Date, Tenant shall have the right to issue invoices to Landlord for Landlord Reimbursement Amounts (each, a “ Landlord Reimbursement Notice ”). Subject to the provisions of Section 3.04 and this Section 3.05 , Landlord shall pay to Tenant the Landlord Reimbursement Amounts shown on any Landlord Reimbursement Notice within thirty (30) days after the giving of such Landlord Reimbursement Notice. Subject to the provisions of Section 3.04 and this Section 3.05 , in the event that Landlord fails to pay any Landlord Reimbursement Amounts within such thirty (30) day period, and, after the expiration of

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such thirty (30) day period, such failure continues for an additional five (5) Business Days after written notice thereof has been given to Landlord, such Landlord Reimbursement Amounts shall bear interest at the Interest Rate from the date on which the Landlord Reimbursement Notice is deemed given in accordance with the provisions of Article 29 until paid.

(b) In the event that this lease shall be terminated under the provisions of Article 22 , or in the event that Landlord shall reenter the Premises under the provisions of Article 23 , or in the event of the termination of this lease, or of reentry, by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, any Landlord Reimbursement Amounts that are then or shall thereafter become due and payable to Tenant hereunder shall be applied as a credit against any sums, including, without limitation, damages, due Landlord hereunder (but only to the extent that Landlord otherwise recovers the full measure of the damages to which it is entitled under this lease) and Landlord shall have no obligation to pay same except to the extent the Landlord Reimbursement Amounts exceeds Landlord’s full measure of damages.

(c) Landlord shall have the right, upon reasonable prior notice to Tenant, which may be given by Landlord within ninety (90) days following the giving of a Landlord Reimbursement Notice (such notice being herein called the “ Audit Notice ”; and such period being herein called the “ Audit Period ”), to have Landlord’s designated Audit Representative (as designated in such Audit Notice) examine Tenant’s books and records (collectively “ Records ”) with respect to the Landlord Reimbursement Item set forth in such Landlord Reimbursement Notice (provided that any such audit shall be completed within the Audit Period) at a location designated by Tenant, and, within ten (10) Business Days after completion of such audit (herein called the “ Dispute Period ”), to give a notice to Tenant (herein called a “ Reimbursement Dispute Notice ”), time being of the essence with respect to the giving of both the Audit Notice and the Reimbursement Dispute Notice, disputing (i) the appropriateness of any Landlord Reimbursement Item set forth in a Landlord Reimbursement Notice or (ii) the calculation of any Landlord Reimbursement Amount set forth in any Landlord Reimbursement Notice; provided , that , in no event shall Landlord be entitled to dispute any matter relating to any Extended Landlord Capital Item that Landlord was entitled to dispute under Section 3.04 and which Landlord did not dispute, was deemed to have waived or was otherwise resolved in Tenant’s favor. For example and without limitation, if Landlord failed to dispute an Extended Item Cost set forth in a Extended Landlord Capital Item Notice, Landlord shall only have the right to dispute that portion of such Extended Item Cost set forth in a Landlord Reimbursement Notice that exceeds the Extended Item Cost set forth in the Extended Landlord Capital Item Notice for the particular item in question. In making such examination, Landlord agrees, and shall cause its Audit Representative to agree, to keep confidential (A) any and all information contained in such Records and (B) the circumstances and details pertaining to such examination and any dispute or settlement between Landlord and Tenant arising out of

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such examination, except as may be required (1) by applicable Legal Requirements or (2) by a court of competent jurisdiction or arbitrator or in connection with any action or proceeding before a court of competent jurisdiction or arbitrator, or (3) to Landlord’s attorneys, accountants and other professionals in connection with any dispute between Landlord and Tenant; and Landlord will confirm and cause its Audit Representative to confirm such agreement in a separate written agreement, if requested by Tenant. In the event that Landlord fails to give a timely Reimbursement Dispute Notice, or gives a timely Reimbursement Dispute Notice which fails to dispute one or more of the items set forth in the Landlord Reimbursement Notice, Landlord shall be deemed to have waived its right to dispute either all of such items or the items which Landlord failed to dispute in its Reimbursement Dispute Notice (the “ Undisputed Items ”), as the case may be, and notwithstanding the delivery by Landlord of a Reimbursement Dispute Notice, Landlord shall pay the Landlord Reimbursement Amounts with respect to any Undisputed Items within the period required by Section 3.05(a) . If Landlord gives a timely Reimbursement Dispute Notice and the parties are unable to resolve the dispute within ten (10) Business Days after the giving of the Reimbursement Dispute Notice, either party, at any time thereafter, may submit the dispute to a binding, expedited arbitration in accordance with the provisions of Article 37 . For purposes hereof, the term “ Audit Representative ” shall mean either (x) a firm of Certified Public Accountants licensed to do business in the State of New York and having not less than ten (10) partners, principals or members, (y) an employee of Landlord or (z) a locally-recognized professional having not less than ten (10) years of expertise in reviewing and/or auditing operating expense statements of first-class office buildings in midtown Manhattan.

(d) If and to the extent that (x) Landlord shall fail to pay any Landlord Reimbursement Amount within the Audit Period and Landlord shall not have given a timely Audit Notice in connection therewith, or (y) Landlord shall fail to pay any Landlord Reimbursement Amount within the Dispute Period and Landlord shall not have given a timely Reimbursement Dispute Notice in connection therewith, or (z) Tenant shall prevail in any arbitration with respect to any Landlord Reimbursement Amount and Landlord fails to pay such sum within thirty (30) days thereafter, and, after the expiration of such thirty (30) day period, such failure continues for an additional five (5) Business Days after written notice thereof has been given to Landlord then to the extent applicable, interest will accrue thereon at the Interest Rate from the date of the Landlord Reimbursement Notice until the date such Landlord Reimbursement Amount together with interest thereon is paid in full.

(e) In addition to any other right herein set forth Tenant shall have the right to pursue all rights and remedies available to it under this lease, at law or in equity arising of Landlord’s failure to make such payments of Landlord Reimbursement Amounts on a timely basis.

3.06. The obligations of Landlord and Tenant under this Article 3 shall survive the expiration or earlier termination of this lease.

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ARTICLE 4

Intentionally Omitted

ARTICLE 5

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee and/or Superior Lessor, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases of the Land and/or the Building hereafter existing and all mortgages which may now or hereafter affect the Premises, whether or not such mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and mortgages and spreaders and consolidations of such mortgages. Any mortgage to which this lease is, at the time referred to, subject and subordinate is herein called “ Superior Mortgage ” and the holder of a Superior Mortgage is herein called “ Superior Mortgagee ”, and any lease to which this lease is, at the time referred to, subject and subordinate is herein called “ Superior Lease ” and the lessor of a Superior Lease is herein called “ Superior Lessor . ”

5.02. Landlord hereby represents and warrants that (i) as of the date hereof there are no Superior Leases and (ii) the only existing Superior Mortgage as of the date hereof is that certain Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Rents, dated as of the date hereof, by Landlord in favor of Westdeutsche Immobilienbank AG (such mortgage being herein called the “ Existing Superior Mortgage ”).

5.03. (a) Tenant hereby acknowledges its receipt of a fully executed subordination, non-disturbance and attornment agreement (herein called an “ SNDA Agreement ”) with respect to the Existing Superior Mortgage in the form annexed hereto as Exhibit D .

(b) With respect to any and all future Superior Mortgages and Superior Leases, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee or Superior Lessee, as the case may be, of a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit D annexed hereto with respect to a Superior Mortgagee (herein called a “ Superior Mortgagee SNDA Agreement ”) with such commercially reasonable modifications as such Superior Mortgagee shall require, provided that such modifications do not increase Tenant’s monetary obligations as set forth in this lease or in Exhibit D , modify the Term, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this

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lease or in Exhibit D to more than a de minimis extent. Any dispute by Tenant that the form of the Superior Mortgagee SNDA Agreement utilized by the Superior Mortgagee does not meet the requirements set forth in this Section 5.03(b) shall be resolved by arbitration pursuant to Article 37 .

ARTICLE 6

Quiet Enjoyment

6.01. So long as this lease has not expired or otherwise been terminated as herein provided, Tenant shall peaceably and quietly have, hold and enjoy the Premises without hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under Landlord, subject, nevertheless, to the provisions of this lease and to Superior Mortgages. This covenant shall be construed as a covenant running with the Land, and is not, nor shall it be construed as, a personal covenant of Landlord, except to the extent of Landlord’s interest in the Real Property and only so long as such interest shall continue, and thereafter Landlord shall be relieved of all liability hereunder thereafter arising and this covenant shall be binding only upon subsequent successors in interest of Landlord’s interest in this lease, to the extent of their respective interests, as and when they shall acquire the same, and so long as they shall retain such interest, but nothing contained herein shall be deemed to relieve Landlord of any liability of Landlord which has accrued or arisen through the date on which Landlord transfers its interest in the Premises to a third party.

ARTICLE 7

Assignment, Subletting and Mortgaging

7.01. Subject to the provisions of this Article 7 , Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that (i) no assignee of this lease shall be a person that is entitled to sovereign immunity, (ii) no assignee shall be a party whose principal business is owning and/or operating real property, (iii) such assignee shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (iv) the Guaranty shall remain in full force and effect and/or (b) mortgage, pledge, encumber or otherwise hypothecate this lease or Tenant’s interest in the Premises or any part thereof in any manner whatsoever (including, without limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the Premises or any part thereof (including, without limitation, any portion of the roof) and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that

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(i) this lease and the Guaranty are in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07 , (iii) no subtenant shall be a person that is entitled to sovereign immunity and (iv) each subtenant shall meet the requirements of clauses (i) and (ii) of Section 35.17 and, if requested by Landlord, shall certify the same to Landlord, and (v) no sublease shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “ Current Occupancy Agreements ”). Landlord acknowledges that Tenant is entitled to all revenue generated from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other agreements entered into by Tenant prior to or during the Term with respect to all or any portion of the Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. All Current Occupancy Agreements are and shall remain subject and subordinate to this lease. Landlord may at any time request that Tenant obtain from any subtenant then occupying the Premises or a portion thereof, a certification of the type described in clause (b)(iv) to the extent no such certification was previously provided with respect to such subtenant or other occupant.

7.02. For purposes of this lease, the following terms shall have the following meanings:

“ Affiliate ” shall mean, with respect to any person or entity, any other person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the person or entity in question.

“ control ” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a person shall be deemed to have “control” of a public corporation if it is the largest shareholder of such corporation and owns or has voting control over not less than twenty-five percent (25%) of all of the then voting stock of such corporation.

“ Corporate Successor ” shall mean either (i) any corporation or other entity which is a successor to a Citigroup Tenant by merger, consolidation or reorganization or (ii) a purchaser of all or substantially all of the assets of a Citigroup Tenant.

“ Named Tenant ” shall mean Citigroup Global Markets Inc.

“ Citigroup Tenant ” shall mean any tenant under this lease from time to time that is either (i) the Named Tenant, (ii) an Affiliate of the Named Tenant, (iii) an immediate or remote Corporate Successor of either the Named Tenant or

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an Affiliate of the Named Tenant or (iv) an Affiliate of any such immediate or remote Corporate Successor.

7.03. If this lease be assigned, Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this lease, Landlord may, after Tenant has defaulted in its obligations hereunder beyond notice and the expiration of any applicable cure periods, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the Fixed Rent and Additional Charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 7.01 or any other provision of this lease, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant’s obligations under this lease.

7.04. Any assignment or transfer of this lease shall be made only if, and shall not be effective until, (i) the assignee (except in the case where Tenant and such assignee are the same legal entity) shall execute, acknowledge and deliver to Landlord an agreement whereby the assignee shall assume, from and after the effective date of such assignment (or, in the case of an entity which has purchased all or substantially all of Tenant’s assets or which is a successor to Tenant by merger, acquisition, consolidation or change of control, from and after the Commencement Date) the obligations of this lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions of this Article 7 shall, notwithstanding such assignment or transfer, continue to be binding upon such assignee in respect of all future assignments and transfers, (ii) the assignee (except in the case where Tenant and such assignee are the same legal entity) shall execute and deliver a replacement Escrowed Release in accordance with Article 31 , and (iii) Guarantor delivers a ratification of the Guaranty in form and substance reasonably satisfactory to Landlord. The Named Tenant and any subsequent assignor of this lease covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of any of the Fixed Rent and/or Additional Charges by Landlord from an assignee, transferee, or any other party, the Named Tenant (and any subsequent assignor of this lease) shall remain fully liable for the payment of the Fixed Rent and Additional Charges and for the other obligations of this lease on the part of Tenant to be performed or observed.

7.05. (a) The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this lease, or by any waiver or failure of Landlord to enforce any of the obligations of this lease; provided however, that in the case of any modification of this lease after an assignment of this lease which increases the obligations of or decreases the rights of Tenant (an “ Adverse Assignee

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Modification ”), the Named Tenant and any subsequent assignor of this lease that is a Citigroup Tenant shall not be liable for any such increase or decrease unless it has given its written consent thereto (which consent may be granted or withheld in such party’s sole discretion), provided and on the condition that the Tenant under this lease at the time of such modification is not Named Tenant or a Citigroup Tenant (an “ Unaffiliated Assignee ”) and Landlord has been notified in writing thereof; provided, further, however, that, subject to the proviso below, none of the following shall be deemed to be an Adverse Assignee Modification: (A) the exercise of one (1) or more Extension Options hereunder and (B) one (1) or more extensions of the Term by an Unaffiliated Assignee where the terms of any such extension do not strictly conform to the terms of the corresponding Extension Option (other than the length of the term of the extension, which must confirm to the length of the term of the corresponding Extension Option); provided that the Named Tenant, Guarantor and any subsequent assignor of this lease that is a Citigroup Tenant shall not be liable for any increase in obligations in excess of, or decrease in rights below, that which would have occurred had such Unaffiliated Assignee exercised the corresponding Extension Option in strict accordance with the terms of this lease.

(b) Except as otherwise provided in this Article, the listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this lease or in the Premises.

(c) Any assignment, sublease, license or other transfer, and any mortgage, pledge, encumbrance or other hypothecation, made in violation of the provisions of this Article 7 shall be null and void.

7.06. No sublease shall be for a term (including any renewal rights contained in the sublease) extending beyond the day prior to the Expiration Date, except that a sublease may provide for one or more options to extend the term thereof beyond the then current term of this lease; provided that (a) such option shall be conditioned on the timely and effective exercise by Tenant of Tenant’s option under this lease to extend the term hereof for the applicable Extension Term and (b) each such extension of the term of such sublease shall end no later than one day prior to the end of the applicable Extension Term.

7.07. With respect to each and every sublease or subletting under the provisions of this lease entered into after the date hereof (other than the Current Occupancy Agreements, including any amendments or modifications thereto, whether entered into prior to, or following, the date hereof), it is further agreed that:

(a) No such sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of the Sublease Document has been delivered to Landlord;

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(b) Each such sublease shall provide that, subject to the provisions of any Landlord’s Nondisturbance Agreement between Landlord and the subtenant thereunder, such sublease shall be subject and subordinate to this lease and to any matters to which this lease is or shall be subordinate, and that in the event of termination, reentry or dispossess by Landlord under this lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (i) liable for any previous act or omission of Tenant under such sublease, (ii) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, (iii) bound by any previous modification of such sublease not consented to by Landlord or by any previous payment of any amount due under this lease more than one (1) month in advance of the due date thereof, (iv) bound by any covenant of Tenant to undertake or complete any construction of the Premises or any portion thereof, (v) required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) responsible for any monies (including without limitation any work allowance) owing by Tenant to the credit of subtenant, (vii) bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease to be performed after the date of such attornment, or (viii) required to remove any person occupying the Premises or any part thereof (the matters described in the foregoing clauses (i) through (viii) being herein collectively called the “ Excluded Obligations ”);

(c) The provisions of Section 18.02 shall apply in connection with any claim made by any subtenant against Landlord or any Landlord Party in connection with the Excluded Obligations; and

(d) Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, in whole or in part, except in compliance with this Article 7 . A sublease meeting all of the requirements set forth in this Section is herein called a “ Sublease Document ”.

7.08. Each subletting shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Tenant shall and will remain fully liable for the payment of the Fixed Rent and Additional Charges due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article.

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7.09. (a) For purposes hereof, the term “ Landlord’s Non-Disturbance Agreement ” shall mean a Non-Disturbance Agreement substantially in the form annexed hereto as Exhibit G .

(b) Landlord shall, within fifteen (15) Business Days after Tenant’s request accompanied by an executed counterpart of a Qualifying Sublease, deliver a Landlord’s Non-Disturbance Agreement to Tenant and the subtenant under such Qualifying Sublease.

(c) For purposes hereof, the term “ Qualifying Sublease ” shall mean a direct sublease:

(i) which is with a subtenant which is not entitled to sovereign immunity, and which meets the requirements of clauses (i) and (ii) of Section 35.17 and , if requested by Landlord, shall certify same to Landlord, and whose intended use of the Premises, or the relevant part thereof, will not violate the terms of this lease and is in keeping with the standards of the Building which are consistent with Class A office buildings located in Manhattan that are comparable to the Building (herein called “ Comparable Buildings ”);

(ii) which is with a subtenant which has either (x) a credit rating of not less than “investment grade” as determined by either Moody’s or Standard & Poor’s (or any successor rating agency ) or (y) under the applicable sublease, an annual Minimum Sublease Rent not greater than four percent (4%) of such subtenant’s average net income over the prior three (3) year period;

(iii) which meets all of the applicable requirements of this Article 7 (including, without limitation, the provisions of Section 7.07 );

(iv) which demises not less than three (3) full contiguous Office Floors;

(v) which demises the highest or lowest full Office Floor of the Premises, or if one or more Qualifying Subleases is in effect, demising the next contiguous full Office Floor above or below the highest or lowest full Office Floor subject to an Qualifying Sublease then in effect;

(vi) which is for a sublease term of not less than two (2) years;

(vii) which provides for rentals which are equal to or in excess of the Fixed Rent and other amounts payable by Tenant hereunder (on a per rentable square foot basis) for such period (herein called the “ Minimum Sublease Rent ”), or, in the alternative, provides for a rental rate that is less than the Minimum Sublease Rent, but will automatically be increased to an amount

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that is equal to all of the same economic terms and conditions, including, without limitation, Fixed Rent and other amounts payable by Tenant hereunder (on a per rentable square foot basis) that would have been applicable as between Landlord and Tenant hereunder with respect to the space demised by such Qualifying Sublease for the period commencing on such date of attornment and ending on the expiration date of such Qualifying Sublease; and

(viii) grants to the subtenant no greater rights and imposes on the subtenant no lesser obligations than those that are generally commensurate with the rights and obligations of subtenants in comparable subleases (both in terms of the size of the demised sublease premises and the identity of the subtenant) in Comparable Buildings (collectively, “ Commensurate Rights ”). Within fifteen (15) Business Days following Tenant’s submission to Landlord of a proposed sublease for the sole purpose of determining whether or not such sublease contains rights greater than Commensurate Rights, Landlord will advise Tenant in specific detail as to any specific rights granted to the subtenant pursuant to such proposed sublease that Landlord believes are greater than Commensurate Rights. If Landlord fails to notify Tenant of any of the foregoing terms within fifteen (15) Business Days after such proposed sublease has been submitted to Landlord for review and such failure shall continue for five (5) Business Days after Landlord’s receipt of written notice from Tenant making specific reference to the right of Landlord to identify whether or not any rights conveyed under the subject sublease are greater than Commensurate Rights, Landlord shall be deemed to have agreed that the proposed sublease does not convey any rights that are greater than Commensurate Rights, and provided further that in no event shall the sublease provide subtenant with any rights comparable to those in Articles 31, 33 and 36 ( provided that subtenant may elect to extend the term of its sublease to coincide with any Extension Term exercised by Tenant). Any disagreement between Landlord and Tenant as to whether or not a proposed sublease conveys rights to a subtenant that are greater than Commensurate Rights may be resolved by expedited arbitration pursuant to Article 37 .

7.10. (a) With respect to each Qualifying Sublease for which Landlord provides a Landlord’s Non-disturbance Agreement in accordance with Section 7.09, Tenant shall pay to Landlord fifty percent (50%) of any Sublease Profit derived from such Qualifying Sublease as hereinafter provided.

(b) For purposes of this Article 7, the term “ Sublease Profit ” shall mean, for the term of the applicable sublease (the “ Sublease Term ”), Sublease Income less Tenant Costs.

(c) For purposes hereof the term “ Sublease Income ” shall mean:

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(i) any rents, additional charges or other consideration paid under the sublease to Tenant by the subtenant which is in excess of the Fixed Rent and other amounts payable by Tenant hereunder accruing during the Sublease Term under this lease in respect of the subleased or occupied space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof, and

(ii) all sums that are paid to Tenant for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less:

(A) in the case of a sale of any of the foregoing, the then net unamortized or undepreciated portion (determined on the basis of Tenant’s balance sheet) of the original cost thereof; or

(B) in the case of a rental of any of the foregoing, the fair rental value thereof.

(d) For purposes hereof, the term “ Tenant’s Costs ” shall mean:

(i) the amount of any commercially reasonable broker’s fee or commissions paid to a broker as a result of any subletting by Tenant hereunder and any transfer, sales or gains taxes incurred and paid by Tenant in connection with such subletting;

(ii) the cost to Tenant of any improvements made to prepare the space in question for the occupancy of the subtenant thereof and any rent abatement and/or concession (including reasonable moving expenses but excluding any lease takeover costs except as set forth below) and/or work allowance (or equivalent) granted by Tenant to any such subtenant in lieu of or in addition to Tenant’s performance of any such improvements made to prepare the space in question for the occupancy of the subtenant or assignee;

(iii) advertising and marketing expenses directly related to the subletting of the space under the Qualifying Sublease;

(iv) reasonable legal fees directly related to the subletting of the space;

(v) the cost to Tenant of any lease takeover costs; provided however, that (A) such lease takeover costs shall be reduced by any amounts received by Tenant in connection therewith, such as sublease rentals paid to Tenant (or its subtenant) under the leases taken over by Tenant, (B) to the extent that any amounts received by Tenant in connection with lease takeover

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costs exceed such lease takeover costs, the excess shall constitute Sublease Income, and (C) Tenant’s Costs, and their effect on Sublease Profits, as the case may be, shall be recalculated, from time to time at reasonable intervals, to provide for any appropriate adjustments resulting from the receipt by Tenant of such amounts in connection with lease takeover costs;

(vi) the unamortized construction costs of leasehold improvements installed by or on behalf of Tenant in connection with its occupancy of the applicable portion of the Premises, but only to the extent that such improvements are used by the subtenant in connection with its initial occupancy of such portion of the Premises; and

(vii) the unamortized costs of fixtures, furnishings and equipment (herein called “ FF&E ”) installed by or on behalf of Tenant in connection with its occupancy of the applicable portion of the Premises, but only to the extent that such FF&E are used by the subtenant in connection with its initial occupancy of such portion of the Premises.

For the purposes of computing “Sublease Profit”, Tenant’s Costs with respect thereto shall be deducted as and when they are paid by Tenant (or, as necessary, deducted from future Sublease Profit to the extent that current Tenant’s Costs exceed current Sublease Profit. Any dispute as to the applicable Sublease Profit, if any, may be resolved by expedited arbitration in accordance with Article 37 .

(e) Notwithstanding anything to the contrary contained herein, the provisions of Section 7.09 and this Section 7.10 shall not apply with respect to any of the following:

(i) if Tenant is a corporation, the transfer (by one or more transfers) of a majority of the stock of Tenant, or any other mechanism, such as the issuance of additional stock, a stock voting agreement or change in class(es) of stock, irrespective of whether such transfer of stock or other mechanism results in a change of control of Tenant; provided, however, that in any such case such transfer or other mechanism was done for a good business purpose and not principally for the purpose of transferring the leasehold estate in this lease.

(ii) if Tenant is a partnership or joint venture or LLC or other entity, a transfer or one or more transfers, of an interest in the distributions of profits and losses of such partnership, joint venture or LLC or other entity which results in a change of control of Tenant or any other mechanism, such as the creation of additional general partnership or limited partnership interests, which results in a change of control of Tenant, as if such transfer of an interest in the distributions of profits and losses which results in a change of control of Tenant or other mechanism which results in a change of control of Tenant were an

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assignment of this lease, provided that such transfer was done for a good business purpose and not principally for the purpose of transferring the leasehold estate in this lease.

(iii) an assignment of Tenant’s interest in this lease to a Corporate Successor, provided such an assignment was done for a good business purpose and not principally for the purpose of transferring the leasehold estate in this lease.

(iv) an assignment of Tenant’s interest in this lease, or a sublease of all or a portion of the Premises, to any Affiliate of Tenant.

(v) the simultaneous occupancy of the Premises by means of any occupancy arrangement selected by Tenant (which arrangement does not have to be in writing), or a subletting pursuant to a sublease which conforms with the requirements of Section 7.07 , of all or a portion of the Premises to, one or more Tenant’s Affiliates; provided, however, that Landlord shall be given written notice thereof promptly after the effective date of any such sublease or occupancy arrangement accompanied by reasonable evidence of such affiliate relationship and a duplicate original of such sublease (if any). In the event that a Tenant’s Affiliate which is occupying all or any part of the Premises pursuant to an assignment or sublease no longer qualifies as a Tenant’s Affiliate, then the continuation thereafter of such occupancy shall not be subject to Landlord’s consent and such assignee or subtenant shall not be required to vacate the Premises. In the event that a Tenant’s Affiliate is in occupancy of all or any part of the Premises but such occupancy is not pursuant to an assignment or a sublease, the continued occupancy by such entity after such entity no longer qualifies as a Tenant’s Affiliate shall be deemed a transaction to which all of the other terms of this Section 7.10 shall apply.

(vi) an assignment of this lease arising out of the reorganization of Tenant from one form of legal entity into another form of legal entity with substantially the same beneficial ownership.

(vii) the simultaneous occupancy of the Premises by means of any occupancy arrangement selected by Tenant (which arrangement does not have to be in writing), or subletting of a portion of the Premises to, one or more Service and Business Relationship Entities; provided, however, that Landlord shall be given written notice thereof promptly after the effective date of such sublease or occupancy arrangement accompanied by reasonable evidence of the relationship with Tenant, and a duplicate original of such sublease (if applicable) and that such Service and Business Relationship Entities shall not occupy portions of the Premises consisting, in the aggregate, of more than fifteen percent (15%) of the rentable area of the Premises. In the event that a Service and Business Relationship Entity which is occupying a part of the Premises pursuant

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to a sublease or other written occupancy agreement no longer qualifies as a Service and Business Relationship Entity, then the continuation thereafter of such occupancy shall not be subject to Landlord’s consent and such subtenant or occupant shall not be required to vacate the Premises. In the event that a Service and Business Relationship Entity is in occupancy of all or any part of the Premises but such occupancy is not pursuant to a sublease or other written occupancy agreement, the continued occupancy by such entity after such entity no longer qualifies as a Service and Business Relationship Entity shall be deemed a transaction to which all of the other terms of this Section 7.10 shall apply. The term “ Service and Business Relationship Entities ” as used herein shall mean (i) persons engaged in providing services to Tenant or to any Affiliate of Tenant, (ii) Tenant’s (or any Affiliate’s of Tenant) attorneys, consultants and other persons with which Tenant (or any Affiliate of Tenant) has a business relationship, (iii) any entity in which Tenant or Tenant’s Affiliate have a financial interest or (iv) persons which have a business function or purpose which is related, complimentary and/or supplementary to the business of Tenant or any Affiliate of Tenant, including, without limitation, any “spin-off” of a business unit of Tenant or any Affiliate of Tenant or persons with which Tenant or any Affiliate of Tenant performs cross-marketing and any persons which are subject by legal requirement to regulatory governance, supervision or administration by Tenant or any Affiliate of Tenant, in each case provided that the purpose of classifying such persons as Service and Business Relationship Entities is for a good business purpose and not to circumvent the provisions of this Section 7.10 . Permission to Tenant’s Service and Business Relationship Entities and Tenant’s Affiliates to use the Premises which is not pursuant to a written sublease or other written occupancy agreement shall not create a tenancy or any other interest in the Premises except a license revocable at will which shall cease and expire in any event automatically without notice upon the expiration or termination of this lease and all acts, omissions and operations of such Tenant’s Service and Business Relationship Entities and Tenant’s Affiliates shall be deemed acts, omissions and operations of Tenant.

(viii) if Tenant’s outside accounting firm or any governmental regulatory agencies shall require the use of temporary desk space within the Premises to conduct audits or other regulatory or advisory functions related to Tenant’s business.

ARTICLE 8

Compliance with Laws

8.01. Each of Tenant and Landlord shall give prompt notice to the other of any notice it receives of the violation of any Legal Requirements with respect to the

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Premises or the use or occupancy thereof. Tenant shall be responsible for compliance with all Legal Requirements in respect of the Real Property, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, and, subject to this Article 8, shall procure the cancellation or discharge of all notices of violation issued in respect of the Premises, whether issued before the date hereof or during the Term whether related to conditions existing before the date hereof or during the Term (except to the extent such compliance requirement was attributable to any act of Landlord or any of Landlord’s agents). Tenant shall pay all the reasonable out-of-pocket costs and all the reasonable out-of-pocket expenses, and all the fines, penalties and damages which may be imposed upon Landlord by reason of or arising out of Tenant’s failure to fully and promptly comply with and observe the provisions of this Section 8.01 . However, Tenant need not comply with any such Legal Requirement so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Premises, in accordance with Section 8.02 . Landlord shall pay all the reasonable out-of-pocket costs and all the reasonable out-of-pocket expenses, and all the fines, penalties and damages which may be imposed upon Tenant by reason of or arising out of Landlord’s failure to fully and promptly comply with and observe the provisions of this Section 8.01 . However, Landlord need not comply with any such Legal Requirement so long as Landlord shall be contesting the validity thereof, or the applicability thereof to the Premises, in accordance with Section 8.02 .

8.02. (a) Tenant, at its expense, after notice to Landlord and any Superior Mortgagee of which Tenant had prior notice, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Premises, of any Legal Requirement, provided that (a) Landlord shall not be subject to a bona fide threat of criminal penalty or to prosecution for a crime, or any other fine or charge (unless Tenant agrees in writing to indemnify, defend and hold Landlord harmless from and against such non-criminal fine or charge), nor shall the Premises or any part thereof, be subject to a bona fide threat of being condemned or vacated, nor shall the Building or Land, or any part thereof, be subjected to a bona fide threat of any lien (unless Tenant shall remove such lien by bonding or otherwise) or encumbrance nor shall the insurance coverage required to be carried by Tenant hereunder be limited or impaired in any material respect, by reason of non-compliance or otherwise by reason of such contest; (b) except as otherwise provided in this Section 8.02 , before the commencement of such contest, Tenant shall furnish to Landlord a cash deposit or other security in amount, form and substance reasonably satisfactory to Landlord and shall indemnify Landlord against the reasonable cost thereof and against all liability for damages, interest, penalties and expenses (including reasonable attorneys’ fees and expenses), resulting from or incurred in connection with such contest or non-compliance (provided, however, that Tenant shall not be required to furnish any such cash deposit or other security for so long as the Guaranty is in full force and effect); and (c) Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord shall be deemed subject to a bona fide threat of prosecution for a crime if Landlord or any officer, director, partner, shareholder or employee of any of Landlord,

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as an individual, is threatened to be charged (it being agreed that if applicable Legal Requirements provide that a crime cannot be charged while the same is being contested, then a person shall not be deemed threatened to be charged with such crime during such contest) or is charged with a crime of any kind or degree whatever, unless such charge is withdrawn or disposed of before Landlord or such officer, director, partner, shareholder or employee (as the case may be) is required to plead or answer thereto. In the event Tenant shall have contested any Legal Requirement in accordance with this Section 8.02(a) and if Tenant fails to comply with the applicable determination (whether such determination was made prior to, or following the expiration of the Term), Tenant shall remain responsible for the cost of complying with such Legal Requirement, including the cost of performing the work associated with such compliance (subject to Landlord’s obligation for what would have otherwise been Landlord Reimbursement Amounts) but not for the actual compliance therewith (i.e., performance of the actual work) notwithstanding the expiration or earlier termination of this lease, and shall indemnify Landlord against the reasonable cost thereof and against all liability for damages, interest, penalties and expenses (including reasonable attorneys’ fees and expenses), resulting from or incurred in connection with such contest or non-compliance. The provisions of this Section 8.02(a) shall survive the expiration or earlier termination of this lease.

(b) Landlord, at its expense, after notice to Tenant, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Premises, of any Legal Requirement, in respect of the Real Property that Landlord may be responsible for after the expiration or earlier termination of this lease and which Tenant is not contesting under Section 8.02(a) , provided that (i) Tenant shall not be subject to a bona fide threat of criminal penalty or to prosecution for a crime, or any other fine or charge (unless Landlord agrees in writing to indemnify, defend and hold Tenant harmless from and against such non-criminal fine or charge), nor shall the Premises or any part thereof, be subject to a bona fide threat of being condemned or vacated, nor shall the Building or Land, or any part thereof, be subjected to a bona fide threat of any lien (unless Landlord shall remove such lien by bonding or otherwise) or encumbrance, by reason of non-compliance or otherwise by reason of such contest; and (ii) Landlord shall keep Tenant advised as to the status of such proceedings, and to the extent compliance with such Legal Requirement is the obligation of Tenant hereunder, (x) Tenant shall have the right to participate in such contest, including attending all related meeting participation, (y) Landlord shall act reasonably in accepting Tenant’s recommendations in connection with any such contest, and (z) Landlord may not settle any such contest without Tenant approval, which approval shall not be unreasonably withheld. Without limiting the application of the above, Tenant shall be deemed subject to a bona fide threat of prosecution for a crime if Citigroup Tenant or any officer, director, partner, shareholder or employee of any of Citigroup Tenant, as an individual, is threatened to be charged (it being agreed that if applicable Legal Requirements provide that a crime cannot be charged while the same is being contested, then a person shall not be deemed threatened to be charged with such crime during such contest) or is charged with a crime of any kind or degree whatever, unless such charge is

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withdrawn or disposed of before Citigroup Tenant or such officer, director, partner, shareholder or employee (as the case may be) is required to plead or answer thereto.

8.03. Notwithstanding anything to the contrary contained herein, Tenant shall not be deemed to be in default of Tenant’s obligations under this lease if Tenant shall fail to comply with any such Legal Requirement if, and only if:

8.04. Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for compliance with all Environmental Laws in respect to (i) any Hazardous Materials that are brought onto the Real Property during the Term by Tenant or any of Tenant’s agents or permitted occupants, and (ii) pre-existing latent Hazardous Materials (a substance that is deemed a Hazardous Material as of the date of this lease under applicable Environmental Laws) on the Real Property which were brought onto the Real Property by Tenant, State Street Bank and Trust Company of Connecticut, National Association (the “ Prior Owner ”) or an Affiliate of either thereof during Tenant’s or Prior Owner’s ownership of the Real Property; provided however Tenant shall not be responsible for (x) any pre-existing Hazardous Materials, if any, noted in that certain Phase I Environmental Site Assessment 388 Greenwich Street NY, NY 10013, August 17, 2007. Prepared for: Citigroup, Inc. 388 Greenwich Street, 5th Floor NY, NY 10013. Hillman Project Number E3-2152.1. By Hillman Group LLC, Nationwide Engineering & Environmental Consulting, provided by Tenant to Landlord or any other environmental report obtained by Landlord with respect to the Real Property prior to the date of this

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lease or (y) any pre-existing Hazardous Materials discovered by Landlord or any of its employees, agents or contractors during the Term in connection with any activity by any of said parties that is outside the scope of Landlord’s rights under this lease.

ARTICLE 9

Insurance

9.01. Tenant shall not knowingly violate, or knowingly permit the violation of, any condition imposed by any insurance policy then issued in respect of the Real Property and shall not do, or permit anything to be done, or keep or permit anything to be kept in the Premises which would subject Landlord or any Superior Mortgagee to any liability or responsibility for personal injury or death or property damage, or which would result in insurance companies of good standing refusing to insure the Real Property, or which would result in the cancellation of or the assertion of any defense by the insurer in whole or in part to claims under any policy of insurance in respect of the Real Property; provided, however, that in no event shall the mere use of the Premises for customary and ordinary office purposes or for any of the current retail uses at the Premises or any other current use or uses of the Real Property, as opposed to the manner of such use, constitute a breach by Tenant of the provisions of this Section 9.01 .

9.02. (a) If, by reason of any failure of Tenant to comply with the provisions of this lease, the premiums on Landlord’s insurance that it is required to maintain hereunder shall be higher than they otherwise would be, and Landlord shall notify Tenant of such fact and, if Tenant shall not, as soon as reasonably practicable, but in no event more than twenty (20) days thereafter, rectify such failure so as to prevent the imposition of such increase in premiums, then Tenant shall pay to Landlord within thirty (30) days after demand accompanied by reasonable supporting documentation, for that part of such premiums which shall have been charged to Landlord due to such failure on the part of Tenant.

(b) If, by reason of any failure of Landlord to comply with any provision of this lease, the premiums on Tenant’s insurance that it is required to maintain hereunder shall be higher than they otherwise would be, and Tenant shall notify Landlord of such fact and, if Landlord shall not, as soon as reasonably practicable, but in no event more than twenty (20) days thereafter, rectify such failure so as to prevent the imposition of such increase in premiums, then Landlord shall reimburse Tenant for that part of such insurance premiums which shall have been charged to Tenant due to such failure on the part of Landlord within thirty (30) days after demand accompanied by reasonable supporting documentation.

(c) A schedule or “make up” of rates for the Real Property or the Premises, as the case may be, issued by the New York Fire Insurance Rating Organization or other similar body making rates for insurance for the Real Property or the

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Premises, as the case may be, shall be prima facie evidence (absent manifest error) of the facts therein stated and of the several items and charges in the insurance rate then applicable to the Real Property or the Premises, as the case may be.

9.03. Tenant, at its expense, shall maintain at all times during the Term (a) except if Tenant exercised the Insurance Election pursuant to Section 9.09 , “all risk” or “special form” property insurance covering the Base Elements to a limit of not less than the full replacement value thereof (as from time to time reasonably designated by Tenant and promptly following Landlord’s request, Tenant will advise Landlord of Tenant’s designation of full replacement value) subject to reasonable sublimits for wind/named storm based on coverage for same that is available from time to time at commercially reasonable rates, such insurance to include a replacement cost endorsement, (b) boiler and machinery insurance to the extent Tenant maintains and operates such machinery with minimum limits of $100,000,000 per accident, (c) “all risk” property insurance with coverage as broad as the ISO Special Causes of Loss form excluding Wind/Named Storm covering all present and future Tenant’s Property and Leasehold Improvements to a limit of not less than the full replacement value thereof, (d) workers’ compensation in statutory limits and employers’ liability in minimum limits of $1,000,000 per occurrence, (e) commercial general liability insurance, including contractual liability, in respect of the Premises and the conduct of operation of business therein, with limits of not less than $100,000,000 combined single limit for bodily injury and property damage liability in any one occurrence, (f) if the Premises is located in a federally designated flood zone A or V and flood insurance has been made available under the National Flood Insurance Act of 1968, flood insurance in an amount equal to the maximum coverage available, or such lesser amount as any Superior Mortgagee may require, otherwise limit shall be $10,000,000, (g) insurance on the Building against such other hazards and in such amount as Landlord or any Superior Mortgagee may reasonably require, provided that such insurance is then customarily maintained by prudent non-institutional owners of Comparable Buildings, (h) earthquake coverage in the amount of $10,000,000, and (i) when Alterations are in progress, the insurance specified in Section 11.03 . The limits of such insurance shall not limit the liability of Tenant hereunder or any covenant of Tenant hereunder to act with diligence with respect thereto. Tenant shall name Landlord, Superior Mortgagee (but only to the extent Landlord has provided Tenant prior notice thereof), and any party as Landlord may reasonably request in writing, as an additional insured with respect to all of such insurance (other than required under item (d) above), and shall deliver to Landlord and any additional insureds, prior to the Commencement Date, certificates of insurance issued by the insurance company or its authorized agent together with, in the case of commercial general liability insurance, additional insured endorsements. Such insurance may be carried under umbrella or excess policies, or in a blanket policy covering the Premises and other locations of Tenant, if any. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant, upon Landlord’s request, shall deliver to Landlord and any additional insureds a certificate of such renewal policy. All such policies shall be issued by companies of recognized responsibility

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licensed to do business in New York State and rated by Best’s Insurance Reports or any successor publication of comparable standing and carrying a rating of A- IX or better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be canceled or materially modified unless Landlord and any additional insureds are given at least thirty (30) days prior written notice of such cancellation or material modification. All proceeds from any insurance coverages maintained by Tenant under this Article 9 (other than from commercial general liability insurance, if any) shall be payable solely to Tenant. The parties shall cooperate with each other in connection with prosecution of claims to recover the insurance proceeds for covered losses and with the collection of any insurance monies that may be due in the event of loss and shall execute and deliver to each other such proofs of loss and other instruments which may be reasonably required to recover any such insurance monies. If Tenant does not elect to self-insure in accordance with Section 9.08 , Tenant shall name Landlord as additional loss payee and a Superior Mortgagee to which Tenant has received prior notice, as mortgagee/loss payee, as their interests may appear, under the policies of insurance required to be maintained by Tenant pursuant to clauses (a) and (b) of this Section 9.03 , and Tenant shall enter into a depository agreement with a financial institution reasonably satisfactory to Tenant, Landlord and Superior Mortgagee and in form and substance mutually satisfactory to the parties thereto with respect to the receipt and distribution of any such insurance proceeds paid to Landlord and/or the Superior Mortgagee. To the extent any such insurance proceeds are received during the Term (or during any other period with respect to a casualty which occurred during the Term) by Landlord or a Superior Mortgagee, same shall be held in trust and paid to Tenant to be applied, as necessary, to the repair or restoration of the Premises as described in Article 19 , with any excess proceeds to be retained by Tenant.

9.04. Landlord agrees to have included in each of the insurance policies insuring against loss, damage or destruction by fire or other casualty required to be carried pursuant to the provisions of Section 9.09 , a waiver of the insurer’s right of subrogation against Tenant during the Term or, if such waiver should be unobtainable or unenforceable, (i) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (ii) any other form of permission for the release of Tenant. Tenant agrees to have included in each of its insurance policies insuring the Tenant’s Property and Leasehold Improvements (and to the extent Tenant does not make the election under Section 9.09 , the Base Elements) against loss, damage or destruction by fire or other casualty, a waiver of the insurer’s right of subrogation against Landlord during the Term or, if such waiver should be unobtainable or unenforceable, (A) an express agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (B) any other form of permission for the release of Landlord. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable from any party’s then current insurance company, the insured party shall so notify the other party promptly after learning thereof, and shall use commercially reasonable efforts to obtain the same

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from another insurance company described in Section 9.03 hereof. Landlord hereby releases Tenant, and Tenant hereby releases Landlord, with respect to any claim (including a claim for negligence) which it might otherwise have against such party, for loss, damage or destruction with respect to its property occurring during the Term to the extent to which it is, or is required to be, insured under a policy or policies containing a waiver of subrogation or permission to release liability, as provided in the preceding subdivisions of this Section. Nothing contained in this Section shall be deemed to relieve Landlord or Tenant of any duty imposed elsewhere in this lease to repair, restore or rebuild or to nullify, to the extent applicable, any abatement of rents provided for elsewhere in this lease.

9.05. Landlord or any Superior Mortgagee may from time to time require that the amount of the insurance to be maintained by Tenant under Section 9.03 be reasonably increased, so that the amount thereof adequately protects Landlord’s or such Superior Mortgagee’s interests; provided, however, that the amount to which such insurance requirements may be increased shall not exceed an amount then being required by non-institutional landlords of Comparable Buildings. In the event that Tenant disputes the reasonableness of any such required increase in the amount of the insurance to be maintained by Tenant under Section 9.03 , Tenant shall have the right to submit such dispute to expedited arbitration under Article 37 .

9.06. If Tenant exercises the Insurance Election pursuant to the provisions of Section 9.09 hereof, Landlord shall thereafter maintain in respect of the Base Elements at all times during the Term, (a) “all risk” property insurance covering the Base Elements to a limit of not less than the full replacement value thereof (as from time to time reasonably designated by Landlord), such insurance to include a replacement cost endorsement and with no coinsurance or an agreed amount clause, including reasonable sublimits for wind and named storms, (b) if the Premises is located in a federally designated flood zone A or V and flood insurance has been made available under the National Flood Insurance Act of 1968, flood insurance in an amount equal to the maximum coverage available, or such lesser amount as any Superior Mortgagee may require, otherwise limit shall be $10,000,000, (c) earthquake coverage in the amount of $10,000,000, (d) boiler and machinery insurance to the extent Landlord maintains and operates such machinery with minimum limits of $100,000,000 per accident, (e) business interruption or loss of rents insurance in the amount equal to twelve (12) months rent and an extended indemnity of six (6) months, and (f) any other insurance required to be carried by Tenant pursuant to Section 9.07 and, as its relates to Landlord’s Restoration Obligation, Section 11.03 . Landlord shall name Tenant (and any party as Tenant may reasonably request in writing) as an additional insured with respect to all such insurance and shall deliver to Tenant and any additional insureds, within thirty (30) days of Tenant’s exercise of the Insurance Election, certificates of insurance issued by the insurance company or its authorized agent with respect thereto. Such insurance may be carried under umbrella or excess policies, or in a blanket policy covering the Premises and other locations of Landlord, if any, provided that each such policy shall in all

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respects comply with this Article 9 and shall specify that the portion of the total coverage of such policy that is allocated to the Premises is in the amounts required pursuant to this Section 9.06 . Landlord shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Landlord, upon Tenant’s request, shall deliver to Tenant and any additional insureds a certificate of such renewal policy. All such policies shall be issued by companies of recognized responsibility licensed to do business in New York State and rated by Best’s Insurance Reports or any successor publication of comparable standing and carrying a rating of A- IX or better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be canceled or modified unless any additional insureds are given at least thirty (30) days’ prior written notice of such cancellation or modification.

9.07. Notwithstanding anything to the contrary contained herein, the party hereunder that is obligated to insure the Base Elements shall obtain terrorism insurance in such amounts and types of coverage that are commercially available to 100% of the replacement cost; provided that such amounts and types of coverage are consistent with those that are then generally required of, or carried by, owners of Comparable Buildings and taking into account the tenancy of such buildings (including the Building); provided, that, if Tenant is self insuring with respect to the Base Elements, Tenant shall only be required to obtain terrorism insurance to the extent available at commercially reasonable costs.

9.08. Notwithstanding anything to the contrary contained in this lease, Tenant or, provided the Guaranty is in effect, its Corporate Successor shall have the option, either alone or in conjunction with Citigroup Inc., Tenant’s ultimate parent corporation, or any subsidiaries or affiliates of Citigroup Inc., to maintain self insurance and/or provide or maintain any insurance required by this lease under blanket insurance policies maintained by Tenant or Citigroup Inc., or provide or maintain insurance through such alternative risk management programs as Citigroup Inc. may provide or participate in from time to time (such types of insurance programs being herein collectively and severally referred to as “self insurance”), provided (i) the same does not thereby decrease the insurance coverage or limits sets forth in Section 9.03 and (ii) Citigroup Inc. or its Corporate Successor has a long term credit rating of at least A (or its equivalent) by Standard & Poors, or any successor in interest, and Moody’s, or any successor in interest (herein called the “ Rating Threshold ”). Any self insurance shall be deemed to contain all of the terms and conditions applicable to such insurance required to be maintained by Tenant under this lease, including, without limitation, a full waiver of subrogation, as required in Section 9.04 . If Tenant elects to self-insure, then, with respect to any claims which may result from incidents occurring during the Term, the obligations of Tenant to Landlord under this lease with respect thereto shall survive the expiration or earlier termination of this lease to the same extent as the insurance required would survive. For any period that the Rating Threshold is not satisfied (but only during such period), Tenant shall not be entitled to self insure as provided in this Section 9.08, and Tenant shall, within thirty (30) days following the date on which Citigroup Inc. or its Corporate

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Successor fails to meet the Rating Threshold, obtain the insurance required to be maintained by Tenant under Section 9.03 . Citigroup Inc., and/or the Tenant has put into place Property Insurance in the amount of $1,500,000,000 with various insurance layers led by Citicorp Insurance USA (a Captive insurance company) along with its reinsurers, for the period June 1, 2006 to March 1, 2008 as reflected in the certificate of insurance attached hereto as Schedule 1 . So long as Tenant elects to self-insure in accordance with this Section 9.08 , Tenant will continue to maintain in effect a similar program and provide Landlord with an updated certificate of insurance upon request, which updated certificate shall note Superior Mortgagee as a mortgagee/loss payee as their interests may appear.

9.09. (a) At any time during the last two years of the Term prior to the occurrence of a casualty described in Article 19 (or after the occurrence of a casualty to which the damage resulting therefrom has been restored pursuant to the terms of this lease) and subject to the provisions of this Section 9.09 , Tenant may elect (herein called the “ Insurance Election ”) to require Landlord to maintain the insurance coverages set forth in Section 9.06 and Section 9.07 (in accordance with the standards set forth therein) by delivering written notice to that effect to Landlord (herein called an “ Insurance Notice ”). Not later than thirty (30) days after Landlord’s receipt of an Insurance Notice, Landlord will provide to Tenant a quote from Landlord’s insurance carrier specifying the cost (including, without limitation, applicable deductibles) of obtaining the insurance coverages required under Section 9.06 and Section 9.07 (the “ Insurance Quote ”). Not later than thirty (30) days after Tenant’s receipt of the Insurance Quote, Tenant shall notify Landlord of Tenant’s election (1) to accept the Insurance Quote, in which case, Tenant’s obligation to reimburse Landlord for insurance costs under this Section 9.09 shall be capped at the Insurance Quote, as such Insurance Cap may increased by the actual increase in such insurance costs to Landlord (the “ Insurance Cap ”); or (2) to rescind its exercise of its Insurance Election, in which case the Insurance Election shall be deemed rescinded ab initio . If Tenant fails to notify Landlord within said thirty (30) day period (or such shorter period reasonably designated by Landlord as is then commercially reasonable taking into account the then market conditions) of Tenant’s election, Tenant shall be deemed to have rescinded its previously made Insurance Election ab initio . If Tenant elects to accept the Insurance Quote or Landlord and Tenant otherwise mutually agree to the amount of such insurance costs that Tenant shall be responsible for, then in any such case, Landlord shall, within ten (10) days of any such election or agreement by Landlord and Tenant, as the case may be, obtain the requisite insurance coverages set forth in Sections 9.06 and 9.07 and Tenant shall maintain such coverage until the expiration of said ten (10) day period. Within thirty (30) days of presentation of an invoice therefor (together with reasonable supporting documentation evidencing same), Tenant shall reimburse Landlord for the insurance expenses incurred by Landlord in keeping in full force and effect the insurance that Landlord is required to carry in accordance with Sections 9.06 and 9.07 ; provided that, Tenant shall have no obligation to reimburse Landlord any amounts in excess of the Insurance Cap or for any prepaid portion of such insurance that extends beyond the Term. Tenant shall have the

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same right to audit and dispute such insurance costs as is available to Landlord under Section 3.05 hereof.

(b) Within seven (7) Business Day following Tenant’s exercise of the Insurance Election, Landlord shall notify Tenant as to the party Landlord desires to designate as Landlord’s Expert (as defined in Exhibit J ) in the event of a casualty (herein call the “ Expert Designation Notice ”), and within seven (7) Business Days following Tenant’s receipt of the Expert Designation Notice, Tenant shall notify Landlord as to whether or not Tenant approves or disapproves of Landlord’s Expert designated in the Expert Designation Notice (herein called an “ Expert Response Notice ”). If Tenant shall fail to timely deliver such Expert Response Notice and such failure shall continue for five (5) Business Days after Tenant’s receipt of written notice from Landlord making specific reference to the right of Tenant to approve Landlord’s Expert, Tenant shall be deemed to have approved Landlord’s Expert designated in the Expert Designation Notice.

ARTICLE 10

Intentionally Omitted

ARTICLE 11

Alterations

11.01. Subject to the following provisions of this Article 11 and the provisions of Article 12 and Section 3.03(c), Tenant shall have the right, without Landlord’s prior written approval, to make such improvements, changes or alterations in or to the Premises (herein called “ Alterations ”) of any nature as Tenant shall desire from time to time, whether structural or non-structural, or ordinary or extraordinary; provided, that Tenant shall not have the right, without Landlord’s prior written approval (which approval, subject to Tenant’s right to dispute whether same constitutes a Material Adverse Alteration as set forth in the last sentence of this Section 11.01 , may be granted or withheld in Landlord’s discretion), to make any improvements, changes or alterations which (w) would have a material adverse effect upon the value of the Premises, (x) would have a material adverse effect upon the structural integrity of the Building, (y) would materially change the exterior appearance (other than exterior signage) or reduce the rentable area of the Building or (z) would change the character of the Building as a Class A office building (each of the foregoing, a “ Material Adverse Alteration ”). Any dispute as to whether an Alteration constitutes a Material Adverse Alteration may be resolved by arbitration in accordance with Article 37 .

11.02. Before proceeding with any Alteration, Tenant shall (i) at Tenant’s expense, file all required architectural, mechanical, electrical and engineering drawings (which drawings shall be prepared by architects and engineers validly and currently

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licensed by New York State, who may be employees of Tenant) and obtain all permits required by law, if any, and (ii) submit to Landlord, for informational purposes only (which purposes will include confirming, in Landlord’s sole discretion (subject to Tenant’s right to dispute same in accordance with the last sentence of Section 11.01), whether the proposed Alteration is a Material Adverse Alteration), copies of such drawings, plans and specifications for the work to be done. If Landlord fails to notify Tenant as to whether or not Landlord believes an Alteration is a Material Adverse Alteration within ten (10) Business Days after Tenant’s submission of plans relating thereto, Tenant shall have the right to give a second notice to Landlord, and if Landlord fails to respond within five (5) Business Days after the giving of such second notice by Tenant, then Landlord shall be deemed to have accepted Tenant’s determination that the Alteration is not a Material Adverse Alteration (and if Landlord does object to Tenant’s determination that a proposed Alteration is not a Material Adverse Alteration, such objection shall be provided within ten (10) Business Days after Tenant’s submission of plans relating thereto (or within five (5) Business Days after the second notice, as the case may be), and shall include Landlord’s reasons for its objection in reasonable detail). Notwithstanding anything to the contrary contained herein, Tenant shall not be required to submit plans and/or specifications with respect to Alterations that do not require a building permit as a matter of Legal Requirements or that are of a merely decorative nature or of such a minor nature (such as putting up a partition to divide one office into two work spaces) that it would not be customary industry practice in Comparable Buildings to prepare plans and/or specifications for such work, except to the extent that Tenant shall have prepared any such plans or specifications. Landlord, at no third-party out-of-pocket cost to Landlord, will cooperate with Tenant’s efforts to obtain the permits necessary to perform such Alterations, and Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation. Notwithstanding anything to the contrary contained herein, Landlord’s review of any and all drawings, plans and specifications submitted to Landlord as set forth in Section 11.02 shall be at Landlord’s sole cost and expense.

11.03. Tenant, at its expense, shall obtain (and, reasonably promptly after obtaining same, furnish true and complete copies to Landlord of) all necessary governmental permits and certificates for the commencement and prosecution of Alterations, and shall cause Alterations to be performed in compliance therewith, with all applicable Legal Requirements and with all applicable requirements of insurance. Landlord shall, to the extent reasonably necessary, cooperate with Tenant in connection with such filings, approvals and permits, and shall execute reasonably promptly (and shall endeavor to do so within two (2) Business Days after request) any applications as may be required in connection therewith, provided that Tenant shall reimburse Landlord (as Additional Charges) for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation, other than any

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such claims arising from any incorrect information provided by Landlord in connection therewith or Landlord’s negligence, willful misconduct or breach of this lease. Throughout the performance of Alterations, Tenant, at its expense, (or in the case Tenant has exercised the Insurance Election, Landlord in respect to Landlord’s Restoration Obligation), shall carry, or cause to be carried for any occurrence in or about the Premises, (a) all risks builders risk insurance written on a non-reporting completed valued basis (with no restrictions on occupancy during construction) for the full replacement cost value of such Alterations, (b) Commercial General Liability including contractual liability and completed operations coverage with minimum limits of $1,000,000 per occurrence, (c) workers’ compensation for all persons employed in connection with such Alterations in statutory limits and Employers’ Liability with minimum limits of $1,000,000, (d) Automobile Liability with minimum limits of $1,000,000 covering any auto owned or operated in connection with such Alterations, (e) Umbrella or Excess liability with minimum limits of $25,000,000 and (f) to the extent such Alterations involve any engineering and design, professional liability (E&O) insurance with a minimum of $1,000,000.

11.04. Landlord agrees that it will not knowingly do or permit anything to be done in or about the Premises that would violate Tenant’s (or Tenant’s contractors) union contracts, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference with the business of Tenant or any Alterations being performed by Tenant in accordance with the terms and conditions of this lease. Landlord shall immediately stop such activity if Tenant notifies Landlord in writing that continuing such activity would violate Tenant’s (or Tenant’s contractors) union contracts, or has caused any work stoppage, picketing, labor disruption or dispute or disharmony or any interference (beyond a de minimis extent) with the business of Tenant or any Alterations being performed by Tenant in accordance with the terms and conditions of this lease.

11.05. Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with the performance by or on behalf of Tenant of Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant (other than by Landlord or its employees, agents or contractors), which shall be issued by the Department of Buildings of the City of New York or any other public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord from and against any and all mechanic’s and other liens and encumbrances filed in connection with Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant (other than by Landlord or its employees, agents or contractors), including, without limitation, security interests in any materials, fixtures or articles so installed in and constituting part of the Premises and against all reasonable costs, expenses and liabilities incurred in connection with any such lien or encumbrance or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances within thirty (30) days after notice of the filing

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thereof (or bond or otherwise remove such lien or encumbrance of record if Tenant is contesting same in accordance with the terms hereof). Provided that Tenant provides such bonding during the pendency of any contest, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any notice of violation, provided that Tenant shall comply with the provisions of Section 8.02 ; provided further, however, that the foregoing provisions of this sentence shall not obviate the need for such satisfaction or discharge of record following the resolution of such contest.

11.06. Tenant will promptly upon the completion of an Alteration for which Tenant is required to submit plans and specifications to Landlord in accordance with the provisions of Section 11.02 , deliver to Landlord “as-built” drawings or approved shop drawings of any Alterations Tenant has performed or caused to be performed in the Premises, and (a) if any Alterations by Tenant are then proposed or in progress, Tenant’s drawings and specifications, if any, for such Alterations and (b) if any Alterations by Landlord for Tenant were performed or are then proposed or in progress, the “as-built” drawings or approved shop drawings, if any, or the drawings and specifications, if any, as the case may be, for such Alterations, in Tenant’s possession. Notwithstanding anything to the contrary contained herein, wherever this lease requires the submission of “as-built” drawings or approved shop drawings by Tenant, Tenant may satisfy such obligation by submitting final marked drawings except with respect to Alterations involving the sprinkler/life safety systems of the Building.

11.07. Subject to the provisions of Article 43 , all fixtures and equipment (other than any furniture, fixtures and equipment constituting Tenant’s Property) installed or used by Tenant in the Premises shall not be subject to UCC filings or other recorded liens. Notwithstanding anything to the contrary contained in this Article 11 or elsewhere in this lease to the contrary, Tenant shall have the right to obtain financing secured by security interests in Tenant’s furniture, fixtures and equipment constituting Tenant’s Property (herein called, “ Tenant’s Collateral ”) and the provider of such financing shall have the right to file UCC financing statements in connection therewith, provided and on condition that (a) Landlord shall be under no obligation to preserve or protect Tenant’s Collateral, (b) following an event of default by Tenant hereunder the secured party shall be required to reimburse Landlord for Landlord’s actual out of pocket costs and expense of storing Tenant’s Collateral and repairing any damage to the Premises which occurs during the removal of Tenant’s Collateral, and (c) except in connection with a Leasehold Mortgage, the description of the secured property in the UCC financing statements shall specifically exclude Tenant’s leasehold estate and any so-called betterments and improvements to the Premises (in contradistinction to Tenant’s Collateral). Landlord agrees to execute and deliver a so called “ recognition agreement ” with the holder of the security interest in Tenant’s Collateral acknowledging the foregoing, provided same is in form and substance reasonably acceptable to Landlord and, if required, the holder of any Superior Mortgage. In addition, Landlord agrees to execute and deliver a document reasonably acceptable to Landlord to protect the position of the holder of the security interest in Tenant’s Collateral, sometimes referred to as a so called “ landlord’s waiver ,”

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which includes provisions (i) waiving any rights Landlord may have to Tenant’s Collateral by reason of (A) the manner in which Tenant’s Collateral is attached to the Building, or (B) any statute or rule of law which would, but for this provision, permit Landlord to distrain or assert a lien or claim any other interest against any such property by reason of any other provisions of this lease against Tenant’s Collateral for the nonpayment of any rent coming due under this lease, and (ii) giving the right to the holder of the security interest in Tenant’s Collateral, prior to the expiration of this lease or in the event of the earlier termination of this lease, prior to the later of the earlier termination of this lease and fifteen (15) Business Days after Landlord’s notice to the holder of the security interest in Tenant’s Collateral of Landlord’s intent to terminate this lease as a result of Tenant’s default hereunder, to remove Tenant’s Collateral in the event of a default by Tenant under any agreement between Tenant and the holder of the security interest in Tenant’s Collateral, provided Tenant shall remain liable to perform, in accordance with the terms and conditions of this lease, or paying the costs incurred by Landlord in performing, restoration and repairs to any damage to the Premises resulting therefrom. Tenant shall reimburse Landlord as Additional Charges for any and all actual out-of-pocket costs and expenses incurred by Landlord in connection with Landlord’s review of any of the foregoing documents.

11.08. Tenant shall keep records for six (6) years of Tenant’s Alterations costing in excess of Five Hundred Thousand ($500,000.00) Dollars and of the cost thereof. Tenant shall, within thirty (30) days after demand by Landlord, furnish to Landlord copies of such records and cost if Landlord shall require same in connection with any proceeding to reduce the assessed valuation of the Real Property, or in connection with any proceeding instituted pursuant to Article 8 . To the extent then in Tenant’s possession and not previously provided to Landlord, Tenant shall at or prior to the end of the Term deliver to Landlord a set of “as built” plans and specifications for the Real Property.

11.09. Tenant shall have the right, during the Term, to use all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings, technical descriptions, warranties, and other intangible personal property that relate to the Premises.

11.10. Landlord may not make any Alterations to the Real Property, or any portion thereof, without the prior written consent of Tenant, which Tenant may grant or withhold in its sole and absolute discretion.

11.11. Any dispute between Landlord and Tenant relating to any provision of this Article 11 shall be subject to resolution by arbitration in accordance with the provisions of Article 37 .

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ARTICLE 12

Landlord’s and Tenant’s Property

12.01. (a) Tenant shall have the exclusive right, during the Term, to use all equipment, machinery, inventory, appliances and other tangible personal property located in the Premises as of the Commencement Date and used in connection with the operation of the Premises. All fixtures, equipment, improvements, ventilation and air-conditioning equipment and appurtenances attached to or built into the Premises at the commencement of or during the Term, whether or not by or at the expense of Tenant (excluding the Building Systems (which are and shall remain the property of Landlord but which are subject to modification, change and/or replacement by Tenant in accordance with the terms of this lease) and Tenant’s Property (which is and shall remain the property of Tenant)), shall be and remain a part of the Premises, shall, upon the expiration or sooner termination of this lease, be deemed the property of Landlord (without representation or warranty by Tenant) and shall not be removed by Tenant, except as provided in Section 12.02 .

(b) Notwithstanding anything to the contrary contained in this lease, Landlord and Tenant agree and acknowledge that, until the expiration or sooner termination of this lease, Tenant, for federal, state and local income taxes purposes and for all other purposes shall be deemed the owner of all fixtures, equipment, improvements, ventilation and air conditioning equipment and appurtenances attached to or built into the Premises by Tenant or any Affiliate of Tenant as the owner of the Real Property prior to the Commencement Date (other than the Building Systems) and Tenant may obtain the benefit of such ownership, if any, allowed or allowable with respect thereto hereunder, under applicable law and/or the Internal Revenue Code.

12.02. All movable partitions, furniture systems, special cabinet work, business and trade fixtures, machinery and equipment, communications equipment (including, without limitation, telephone systems and security systems) and office equipment, whether or not attached to or built into the Premises, which are installed in the Premises by or for the account of Tenant and can be removed without structural damage to the Building, and all furniture, furnishings and other articles of movable personal property owned by Tenant and located in the Premises (herein collectively called “ Tenant’s Property ”) shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the Term; provided that if any of Tenant’s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Premises resulting from the installation and/or removal thereof; and provided further that, notwithstanding the foregoing, Tenant shall not remove any items which are required to maintain the Premises as a fully operational office Building.

12.03. Subject to the provisions of this Section 12.03, at or before the Expiration Date of this lease (or within sixty (60) days after any earlier termination of

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this lease), Tenant, at its expense, shall remove from the Premises all Specialty Alterations, and Tenant shall repair any damage to the Premises resulting from any installation and/or removal of same. As used herein, “ Specialty Alterations ” shall mean (i) slab cuts exceeding six (6) inches in diameter, including interconnecting staircases, (ii) vertical transportation systems, such as dumbwaiters and pneumatic conveyers, (iii) vaults, (iv) louvers and any other exterior penetrations, including, without limitation, rooftop penetrations, (v) any other Alteration affecting the exterior appearance of the Premises or the Building, including the plaza, (vi) rooftop installations, but, subject to Tenant’s obligation under the second proviso below, not any wiring, risers or conduits in connection therewith, (vii) any Alteration which is required to be removed or restored in order for the Certificate of Occupancy to be modified to permit the Building to be used in the manner permitted by the Certificate of Occupancy in effect as of the date hereof, (viii) cafeterias or any expansion of the footprint of any cafeteria existing as of the date hereof, excluding any seating area in connection therewith, (ix) auditoria or any expansion of the footprint of any auditoria existing as of the date hereof, and (x) any Alteration to any portion of the lobby of the Building that would generally be considered common area if the Building were multi-tenanted; provided, however, that, the term “Specialty Alterations” shall not include any of the foregoing which are already in place as of the Commencement Date or any upgrade, modification or replacement thereof so long as such upgrade, modification or replacement does not exceed the footprint thereof (other than cafeteria seating area) as of the Commencement Date (other than to a de minimis degree); it being understood and agreed that notwithstanding anything to the contrary contained in this lease, Tenant shall have no obligation to remove any fixtures, equipment, improvements, cabling or wiring, raised floors or any air-conditioning equipment or other appurtenances attached to or built into the Premises, whether before or following the Commencement Date; provided, that, with respect to any replacement of cable and wiring, at the time of such installation by Tenant, Tenant shall purge the obsolete cabling and wiring. Within fifteen (15) days of Tenant’s request, Landlord agrees to inform Tenant if any portion of a an Alteration proposed by Tenant would be deemed to be a Specialty Alteration for which Landlord will require Tenant to remove pursuant to the provisions of this Section 12.03 . If Landlord fails to respond within such fifteen (15) day period, Tenant shall have the right to give a second notice to Landlord, which notice shall provide that if Landlord fails to respond within five (5) Business Days after the giving of such second notice by Tenant, then Landlord shall be deemed to have waived its right to require Tenant to remove, and Tenant shall have no obligation to remove, such Specialty Alterations on or prior to the end of the Term.

12.04. Any other items of Tenant’s Property which shall remain in the Premises after the Expiration Date of this lease, or within sixty (60) days following an earlier termination date, at the option of Landlord, may be deemed to have been abandoned, and in such case such items may be retained by Landlord as its property or disposed of by Landlord, without accountability, in such manner as Landlord shall reasonably determine, and Tenant shall reimburse Landlord for Landlord’s reasonable,

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actual, out-of-pocket expenses in connection therewith, net of any amounts recovered by Landlord in respect of the disposition of such property.

12.05. The provisions of this Article 12 shall survive the expiration or other termination of this lease.

ARTICLE 13

Repairs and Maintenance

13.01. Tenant shall, at its expense (subject to Landlord’s obligation to reimburse Tenant for any Landlord Reimbursement Amounts in accordance with the provisions of Article 3 ), throughout the Term, take good care of and maintain in good order and condition the Real Property and the fixtures and improvements therein, including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 and Tenant’s Property, in accordance with the First-Class Landlord Standard, which maintenance obligation shall include the adjoining sidewalks, curbs and vaults. Additionally, Tenant shall, at its expense (subject to Landlord’s obligation to reimburse Tenant for any Landlord Reimbursement Amounts in accordance with the provisions of Article 3 ), be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Real Property and the facilities and systems thereof, which repairs shall be made in accordance with the First-Class Landlord Standard. Landlord shall not be required to make any repairs or alterations in, or to, the Premises throughout the Term. Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises except as otherwise expressly provided in this lease.

ARTICLE 14

Electricity

14.01. Tenant shall contract directly with a utility company for the provision of electricity for Tenant’s use in the Premises and in connection with installations made by Tenant in the Premises. In connection therewith, Tenant shall have the right to use all electrical installations, risers, switches, panels, transformers, meters and other related equipment located in the Premises. Landlord shall cooperate with Tenant to arrange for the direct billing of such electricity to Tenant by the utility company, and Tenant shall within thirty (30) days following demand reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection therewith. Tenant may also obtain all or any portion of Tenant’s electricity from any cogeneration plant which hereinafter may be located at the Adjacent Parcel (“ Cogeneration Procurement ”). Landlord shall cooperate with Tenant in connection with any

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Cogeneration Procurement, and Tenant shall within thirty (30) days following demand reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection therewith.

14.02. To the extent that any floor of the Premises is serviced by an amount of electricity which exceeds the amount required by the New York City Building Code or for any other reason that Tenant elects, Tenant shall have the right to redistribute capacity to other floors of the Premises, subject to Tenant’s receipt of any approval required from the New York City Department of Buildings, provided that if any such redistribution of capacity leaves any portion of the Premises with less than six (6) watts demand per rentable square foot per floor for lighting and office equipment exclusive of base building HVAC and all emergency/standby power (“ Basic Capacity ”), upon the expiration or earlier termination of this lease, Tenant shall restore the amount of electricity to each such floor to the Basic Capacity subject to then applicable Legal Requirements.

14.03. Any rebates paid to or discounts or other benefits received by Landlord or Landlord’s affiliates from Consolidated Edison (or any other utility or governmental entity providing such rebates or discounts) as the result of energy-saving fixtures and equipment installed in the Premises by Tenant or otherwise relating to the Premises during the Term shall be paid to Tenant by Landlord promptly after receipt by Landlord thereof. Landlord shall cooperate with Tenant in connection with applying to Consolidated Edison (or any other utility or governmental entity providing such rebates or discounts) for such rebates or discounts, but Landlord shall incur no cost or expense in connection with such cooperation unless Tenant agrees to reimburse Landlord for such monies.

ARTICLE 15

Services

15.01. Landlord shall not be required to provide any services or facilities to Tenant or the Real Property during the Term. Tenant, at its sole cost and expense, shall provide such services as may be required by Tenant and any persons claiming by, through or under Tenant in connection with its use and occupancy of the Premises including, without limitation: (i) heat, ventilation and air conditioning; (ii) elevator service; (iii) domestic hot and cold water; (iv) cleaning; and (v) electricity. In connection therewith, Tenant shall have the exclusive right to use all applicable elevators, loading docks, shafts, risers, HVAC units, ducts, installations and other equipment located in the Premises.

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ARTICLE 16

Access; Signage; Name of Building

16.01. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, to enter and/or pass through the Premises at reasonable times to show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Premises, provided Landlord shall use reasonable efforts to minimize any interference with Tenant’s business operations and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency.

16.02. During the period of thirty-six (36) months prior to the Expiration Date, Landlord and persons authorized by Landlord may exhibit the Premises to prospective tenants at reasonable times. Landlord shall give Tenant reasonable prior notice of any entry pursuant to this Section 16.02 and shall use reasonable efforts to minimize any interference with Tenant’s business operations and use of the Premises and shall be accompanied by a designated representative of Tenant if Tenant shall have made such representative available to Landlord. Notwithstanding the foregoing, Landlord acknowledges that Tenant may, from time to time, have certain security or confidentiality requirements such that portions of the Premises shall be locked and/or inaccessible to persons unauthorized by Tenant and such areas will not be made available to Landlord except in the case of an emergency.

16.03. Tenant may operate the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis.

16.04. Throughout the Term, Tenant shall control, and shall have all rights to, any and all signs, banners, flags, monuments, kiosks or other means whatsoever of identifying any party, including, without limitation, any occupant or owner of any portion of the Building placed in, on or about the Building and/or the Real Property. Landlord shall promptly execute and deliver any documents as may be required for Tenant to exercise the rights set forth in this Section 16.04 , and Tenant shall within thirty (30) days following demand reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection therewith. Notwithstanding any of the foregoing to the contrary, Landlord, at its sole cost and expense, shall have the right to place a single plaque on the exterior of the Building (not to exceed two (2) feet by two (2) feet) that identifies Landlord (or its Affiliate, including, without limitation, SL Green Realty Corp.) as the owner of the Real Property, the design and location of such plaque shall be subject to the approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed.

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16.05. Landlord and Tenant hereby acknowledge that the Building’s current designated address is 390 Greenwich Street, New York, New York 10013. Landlord hereby agrees that, during the Term, it shall not name the Building or change the designated address of the Building without the prior written approval of Tenant (which approval may be granted or withheld in Tenant’s sole discretion). Tenant may, without Landlord’s consent, name the Building to reflect the name of any Citigroup Tenant and/or its Affiliates (provided such name is not disreputable and would not detract from the reputation of the Building as a Comparable Building) but Tenant may not change the designated address of the Building without the prior written approval of Landlord (which approval may be granted or withheld in Landlord’s sole discretion). Any dispute as to whether or not a name for the Building selected by Tenant is disreputable may be resolved by expedited arbitration pursuant to Article 37 .

ARTICLE 17

Notice of Occurrences

17.01. Tenant shall give prompt notice to Landlord of (a) any occurrence in or about the Premises for which Landlord might be liable, (b) any material fire or other casualty in the Premises, and (c) any material damage to or defect in any part or appurtenance of the Building’s sanitary, electrical, heating, ventilating, air-conditioning, elevator or other systems located in or passing through the Premises or any part thereof, if and to the extent that Tenant shall have knowledge of any of the foregoing matters.

ARTICLE 18

Non-Liability and Indemnification

18.01. (a) Neither Landlord (except to the extent expressly set forth in this lease), any affiliate of Landlord or any Superior Mortgagee or Superior Lessor, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Landlord or of any affiliate of Landlord or any Superior Mortgagee (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “ Landlord Party ”), shall be liable to Tenant for any loss, injury or damage to Tenant or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Tenant or of others entrusted to employees of Landlord, nor for loss of or damage to any such property by theft or otherwise; provided, however, that subject to the provisions of Section 9.04 and Section 35.03 , nothing contained in this Section 18.01(a) shall be construed to exculpate Landlord for loss, injury or damage to the extent caused by or resulting from the negligence of Landlord, its agents, servants, employees and contractors in accessing the Premises. Further, no Landlord Party shall be liable, even if negligent, for indirect,

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consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein by Tenant or any person claiming through or under Tenant.

(b) Subject to the last sentence of Section 35.03 and except as otherwise expressly provided for in the Guaranty, neither Tenant (except to the extent expressly set forth in this lease), any Affiliate of Tenant, nor any direct or indirect partner, member, trustee, managing agent, beneficiary, director, officer, shareholder, principal, agent, servant or employee of Tenant (in any case whether disclosed or undisclosed) (each of the foregoing being sometimes referred to herein as a “ Tenant Party ”), shall be liable to Landlord for any loss, injury or damage to Landlord or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any damage to property of Landlord or of others entrusted to employees of Tenant, nor for loss of or damage to any such property by theft or otherwise; provided, however, t