10-K

CITIGROUP’S 2007 ANNUAL REPORT ON FORM 10-K

THE COMPANY	2
Citigroup Segments and Products	2
Citigroup Regions	2
CITIGROUP INC. AND SUBSIDIARIES FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA	3
MANAGEMENT’S DISCUSSION AND ANALYSIS	4
2007 in Summary	4
Outlook for 2008	5
Events in 2007	7
Events in 2006	12
Events in 2005	14
SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES	16
SEGMENT, PRODUCT AND REGIONAL— NET INCOME AND REVENUE	19
Citigroup Net Income—Segment and Product View	19
Citigroup Net Income—Regional View	20
Citigroup Revenues—Segment and Product View	21
Citigroup Revenues—Regional View	22
GLOBAL CONSUMER	23
U.S. Consumer	24
U.S. Consumer Outlook	25
International Consumer	26
International Consumer Outlook	28
MARKETS & BANKING	29
Markets & Banking Outlook	31
GLOBAL WEALTH MANAGEMENT	32
Global Wealth Management Outlook	33
ALTERNATIVE INVESTMENTS	34
CORPORATE/OTHER	37
RISK FACTORS	38
MANAGING GLOBAL RISK	39
Risk Aggregation and Risk Convergence	39
Risk Capital	39
Credit Risk Management Process	40
Loans Outstanding	41
Other Real Estate Owned and Other Repossessed Assets	41
Details of Credit Loss Experience	42
Cash-Basis, Renegotiated, and Past Due Loans	43
Foregone Interest Revenue on Loans	43
Consumer Credit Risk	44
Consumer Portfolio Review	44
Exposure to Real Estate	48
Corporate Credit Risk	54
Citigroup Derivatives	57
Global Corporate Portfolio Review	60
Loan Maturities and Fixed/Variable Pricing	60
Market Risk Management Process	61
Operational Risk Management Process	64
Country and Cross-Border Risk Management Process	65
BALANCE SHEET REVIEW	66
Segment Balance Sheet at December 31, 2007	69
Average Balances and Interest Rates—Assets	71
Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Revenue	72
Analysis of Changes in Interest Revenue	73

Analysis of Changes in Interest Expense and Net Interest Revenue	74
CAPITAL RESOURCES AND LIQUIDITY	75
Capital Resources	75
Funding	80
Liquidity	82
Off-Balance-Sheet Arrangements	85
Pension and Postretirement Plans	97
CORPORATE GOVERNANCE AND CONTROLS AND PROCEDURES	98
FORWARD-LOOKING STATEMENTS	98
GLOSSARY OF TERMS	99
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING	101
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—INTERNAL CONTROL OVER FINANCIAL REPORTING	102
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM— CONSOLIDATED FINANCIAL STATEMENTS	103
FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS	104
CONSOLIDATED FINANCIAL STATEMENTS	105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	111
FINANCIAL DATA SUPPLEMENT (Unaudited)	192
Ratios	192
Average Deposit Liabilities in Offices Outside the U.S.	192
Maturity Profile of Time Deposits ($100,000 or more) in U.S. Offices	192
Short-Term and Other Borrowings	192
LEGAL AND REGULATORY REQUIREMENTS	193
Securities Regulation	194
Capital Requirements	194
General Business Factors	195
Properties	195
Legal Proceedings	195
Unregistered Sales of Equity Securities and Use of Proceeds	199
Equity Compensation Plan Information	200
10-K CROSS-REFERENCE INDEX	202
CORPORATE INFORMATION	203
Exhibits and Financial Statement Schedules	203
CITIGROUP BOARD OF DIRECTORS	205

1

THE COMPANY

Citigroup Inc. (Citigroup and, together with its subsidiaries, the Company) is a global diversified financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. Citigroup has more than 200 million customer accounts and does business in more than 100 countries. Citigroup was incorporated in 1988 under the laws of the State of Delaware.

The Company is a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956 registered with, and subject to examination by, the Board of Governors of the Federal Reserve System (FRB). Some of the Company’s subsidiaries are subject to supervision and examination by their respective federal and state authorities. At December 31, 2007, the Company had approximately 147,000 full-time and 13,000 part-time employees in the United States and approximately 227,000 full-time employees outside the United States. The Company has completed

certain strategic business acquisitions and divestitures during the past three years, details of which can be found in Notes 2 and 3 to the Consolidated Financial Statements on pages 122 and 125, respectively.

The principal executive offices of the Company are located at 399 Park Avenue, New York, New York 10043, telephone number 212 559 1000. Additional information about Citigroup is available on the Company’s Web site at www.citigroup.com. Citigroup’s annual report on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K, and all amendments to these reports are available free of charge through the Company’s Web site by clicking on the “Investor Relations” page and selecting “All SEC Filings.” The Securities and Exchange Commission (SEC) Web site contains reports, proxy and information statements, and other information regarding the Company at www.sec.gov.

Citigroup is managed along the following segment and product lines:

The following are the six regions in which Citigroup operates. The regional results are fully reflected in the product results.

2

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA Citigroup Inc. and Subsidiaries

In millions of dollars, except per share amounts	2007			2006			2005			2004			2003
Revenues, net of interest expense	$	81,698		$	89,615		$	83,642		$	79,635		$	71,594
Operating expenses		61,488			52,021			45,163			49,782			37,500
Provisions for credit losses and for benefits and claims		18,509			7,955			9,046			7,117			8,924
Income from continuing operations before taxes, minority interest, and cumulative effect of accounting change	$	1,701		$	29,639		$	29,433		$	22,736		$	25,170
Provision (benefits) for income taxes		(2,201	)		8,101			9,078			6,464			7,838
Minority interest, net of taxes		285			289			549			218			274
Income from continuing operations before cumulative effect of accounting change	$	3,617		$	21,249		$	19,806		$	16,054		$	17,058
Income from discontinued operations, net of taxes (1)		—			289			4,832			992			795
Cumulative effect of accounting change, net of taxes (2)		—			—			(49	)		—			—
Net income	$	3,617		$	21,538		$	24,589		$	17,046		$	17,853
Earnings per share
Basic:
Income from continuing operations	$	0.73		$	4.33		$	3.90		$	3.13		$	3.34
Net income		0.73			4.39			4.84			3.32			3.49
Diluted:
Income from continuing operations		0.72			4.25			3.82			3.07			3.27
Net income		0.72			4.31			4.75			3.26			3.42
Dividends declared per common share		2.16			1.96			1.76			1.60			1.10
At December 31
Total assets	$	2,187,631		$	1,884,318		$	1,494,037		$	1,484,101		$	1,264,032
Total deposits		826,230			712,041			591,828			561,513			473,614
Long-term debt		427,112			288,494			217,499			207,910			162,702
Mandatorily redeemable securities of subsidiary trusts (3)		23,594			9,579			6,264			6,209			6,057
Common stockholders’ equity		113,598			118,783			111,412			108,166			96,889
Total stockholders’ equity		113,598			119,783			112,537			109,291			98,014
Ratios:
Return on common stockholders’ equity (4)		2.9	%		18.8	%		22.3	%		17.0	%		19.8	%
Return on total stockholders’ equity (4)		3.0			18.6			22.2			16.8			19.6
Tier 1 Capital		7.12	%		8.59			8.79			8.74			8.91
Total Capital		10.70			11.65			12.02			11.85			12.04
Leverage (5)		4.03			5.16			5.35			5.20			5.56
Common stockholders’ equity to assets		5.19	%		6.30	%		7.46	%		7.29	%		7.67	%
Total stockholders’ equity to assets		5.19			6.36			7.53			7.36			7.75
Dividend payout ratio (6)		300.0			45.5			37.1			49.1			32.2
Book value per common share	$	22.74		$	24.18		$	22.37		$	20.82		$	18.79
Ratio of earnings to fixed charges and preferred stock dividends		1.02	x		1.51	x		1.79	x		2.00	x		2.41	x

(1) Discontinued operations for 2003 to 2006 include the operations and associated gain on sale of substantially all of its Asset Management business. The majority of the sale closed on December 1, 2005. Discontinued operations from 2003 to 2006 also include the operations and associated gain on sale of Citigroup’s Travelers Life & Annuity, substantially all of Citigroup’s international insurance business and Citigroup’s Argentine pension business to MetLife Inc. The sale closed on July 1, 2005. See Note 3 to the Consolidated Financial Statements on page 125.

(2) Accounting change of $(49) million in 2005 represents the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS No. 143, (FIN 47).”

(3) During 2004, the Company deconsolidated the subsidiary issuer trusts in accordance with FIN 46-R. For regulatory capital purposes, these trust securities remain a component of Tier 1 Capital. See “Capital Resources and Liquidity” on page 75.

(4) The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on total stockholders’ equity is calculated using net income divided by average stockholders’ equity.

(5) Tier 1 Capital divided by adjusted average assets.

(6) Dividends declared per common share as a percentage of net income per diluted share.

Certain statements in this Annual Report on Form 10-K, including, but not limited to, statements made in “Management’s Discussion and Analysis,” particularly in the “Outlook” sections, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current

expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors including, but not limited to, those described under “Risk Factors” on page 38.

3

MANAGEMENT’S DISCUSSION AND ANALYSIS

2007 IN SUMMARY

There were a number of highlights in 2007, including record performance of our International Consumer, Global Wealth Management and Transaction Services business segments.

These positives, however, were offset by disappointing results in our Markets & Banking business, which was significantly affected by write-downs related to direct subprime exposures, including CDOs, leveraged lending, and by significantly higher credit costs in our U.S. Consumer business. In 2007, Citigroup earned $3.6 billion from continuing operations on revenues of $81.7 billion. Income and EPS were both down 83% from 2006 levels.

Customer volume growth was strong, with average loans up 17%, average deposits up 20% and average interest-earning assets up 29% from year-ago levels. International Cards purchase sales were up 37%, while U.S. Cards sales were up 8%. In Global Wealth Management, client assets under fee-based management were up 27%. Branch activity included the opening or acquisition of 712 new branches during 2007 (510 internationally and 202 in the U.S.). We also completed several strategic acquisitions or investments (including Nikko Cordial, Egg, Quilter, GFU, Grupo Cuscatlan, ATD, and Akbank), which were designed to strengthen our franchises.

Revenues of $81.7 billion decreased 9% from 2006, primarily driven by significantly lower revenues in CMB due to write-downs related to subprime CDOs and leveraged lending. Revenues outside of CMB grew 14%. Our international operations recorded revenue growth of 15% in 2007, including a 28% increase in International Consumer and a $1.8 billion increase in International GWM, partially offset by a 9% decrease in International CMB.

Net interest revenue grew 19% from 2006, reflecting volume increases across all products. Net interest margin in 2007 was 2.45%, down 21 basis points from 2006, as higher funding costs exceeded the Company’s actions to better manage interest earning assets and reduce low-yielding asset balances, and increased ownership in Nikko Cordial (see the discussion of net interest margin on page 70). Non-interest revenue decreased 31% from 2006, primarily reflecting subprime write-downs. Securities and Banking finished the year ranked #1 in equity underwriting and #2 in completed mergers and acquisitions activity.

Operating expenses increased 18% from the previous year primarily driven by the impact of acquisitions, increased business volumes, charges related to the structural expense initiative and the impact of foreign exchange.

Our equity capital base and trust preferred securities grew to $137.2 billion at December 31, 2007. Stockholders’ equity decreased by $6.2 billion during 2007 to $113.6 billion, which included the distribution of $10.7 billion in dividends to common shareholders. Citigroup maintained its “well-capitalized” position with a Tier 1 Capital Ratio of 7.12% at December 31, 2007. Return on common equity was 2.9% for 2007.

During December 2007 and January 2008 we raised over $30 billion to strengthen our capital base. See page 75 for a discussion of our pro forma year-end capital ratios.

On January 14, 2008, the Board decreased the quarterly dividend on the Company’s common stock to $0.32 per share. This new dividend level will allow the Company to reinvest in growth opportunities and properly position the Company for both favorable and unfavorable economic conditions.

Credit costs increased $10.6 billion from year-ago levels, driven by an increase in NCLs of $3.1 billion and a net charge of $7.5 billion to build loan loss reserves.

U.S. Consumer credit costs increased $7.1 billion from year-ago levels, driven by a change in estimate of loan losses, increased NCLs and net builds to loan loss reserves. The increases were due to a weakening in credit indicators and sharply higher delinquencies on first and second mortgages related to the deterioration in the U.S. housing market. The NCL ratio increased 27 basis points to 1.46%.

International Consumer credit costs increased $2.3 billion, reflecting a change in estimate of loan losses, along with volume growth and credit weakness in certain countries, the impact of recent acquisitions, and the increase of NCLs in Japan Consumer Finance due to grey zone issues.

Markets & Banking credit costs increased $1.0 billion, driven by higher NCLs associated with subprime-related direct exposures. Corporate cash-basis loans increased $1.2 billion from year-ago levels to $1.8 billion.

The Company recorded an income tax benefit for 2007, resulting from the significant amount of consolidated pretax losses in the Company’s S&B and U.S. Consumer Lending businesses and the tax benefits of permanent differences.

On November 4, 2007, Charles Prince, Chairman and Chief Executive Officer, elected to retire from Citigroup. Robert Rubin served as Chairman between November 4 and December 11. On December 11, 2007, the Board appointed Vikram Pandit as CEO and Sir Win Bischoff as Chairman.

4

OUTLOOK FOR 2008

We enter the challenging environment of 2008 after a disappointing 2007. We are focused on establishing stability for our Company and developing opportunities for enduring growth. We have a stronger capital structure in place and are working to establish a mix of assets and businesses that maximize returns to shareholders.

Business Reviews

We are currently conducting business reviews through all of our franchises. The possible outcomes from these reviews include the focus on establishing stability for our Company; repositioning of low-return, non-strategic assets that do not support our growth strategy; redirection of capital to higher-return opportunities to drive shareholder value in the future; and streamlining certain businesses.

Our Goals in 2008

• Our main goal is capital allocation excellence and we are aggressively building a new risk management culture. Our goal is to have the best risk management in the industry, transforming it into a key competitive advantage that will drive bottom-line results.

• Strong expense management and the ability to execute productively against our plans are core to our priorities. Our re-engineering and expense management program is designed to make Citigroup more efficient.

• Another priority is to make financial matters better and easier for our clients in every way that we can. Financial markets are becoming more and more complex, encouraging a deepening interdependency between Citigroup and our clients.

• We intend to leverage the benefits of emerging technology to respond more quickly, communicate more effectively, simplify transactions, and innovate faster, thus serving our global clients better.

• We are focused on managing our talent more effectively by rewarding demonstrated performance and by putting the right people in the right positions.

Economic Environment

As a worldwide business, Citigroup’s financial results are closely tied to the global economic environment. There is a risk of a U.S. and/or global downturn in 2008. A U.S-led economic downturn could negatively impact other markets and economies around the world and could restrict the Company’s growth opportunities internationally. Should economic conditions further deteriorate, the Company could see revenue reductions across its businesses and increased costs of credit. In addition, continuing deterioration of the U.S. or global real estate markets could adversely impact the Company’s revenues, including additional write-downs of subprime and other exposures, additional write-downs of leveraged loan commitments and cost of credit, including increased credit losses in mortgage-related and other activities. Further adverse rating actions by credit rating agencies in respect of structured credit products or other credit-related exposures, or of monoline insurers could result in revenue reductions in those or similar securities. See “Risk Factors” on page 38 for a further discussion of risks.

Credit Costs and Income Taxes

Credit costs in U.S. Consumer are expected to increase across most portfolios due to deterioration in the U.S. housing market, as well as higher levels of unemployment and bankruptcy filings.

Credit costs are expected to increase across all international businesses as their growing portfolios season or mature, and may be affected by economic and credit conditions in the U.S. and around the world.

The impact of changes to consumer lending laws enacted in 2006, as well as deteriorating consumer credit conditions will increase credit costs in the Japan Consumer Finance business.

While corporate loan default rates are near historic lows, they are projected to increase in 2008. Classified loan exposures are on a rising trend and credit markets are difficult. These credit markets negatively affect a wide range of products, including auction rate securities, credit default swaps and the leveraged loan syndication market.

The 2008 effective tax rate is expected to return to a normalized rate depending on pretax income levels and geographic mix of earnings.

A detailed review and outlook for each of our business segments are included in the discussions that follow, and the risks are more fully discussed on pages 38 to 65.

5

Comparison of Five-Year Cumulative Total Return

The following graph compares the cumulative total return on Citigroup’s common stock with the S&P 500 Index and the S&P Financial Index over the five-year period extending through December 31, 2007. The graph

assumes that $100 was invested on December 31, 2002 in Citigroup’s common stock, the S&P 500 Index and the S&P Financial Index and that all dividends were reinvested.

DECEMBER 31	CITIGROUP		S&P 500 INDEX		S&P FINANCIAL INDEX
2003	$	141.58	$	128.68	$	131.03
2004		145.44		142.69		145.32
2005		152.17		149.68		154.66
2006		181.92		173.32		184.33
2007		100.58		182.84		149.99

6

EVENTS IN 2007

ITEMS IMPACTING THE SECURITIES AND BANKING BUSINESS

Losses on Subprime-Related Direct Exposures

During the second half of 2007, the Company’s Securities and Banking (S&B) business recorded unrealized losses of $19.6 billion pretax, net of hedges, on subprime-related direct exposures.

The Company’s remaining $37.3 billion in U.S. subprime net direct exposure in S&B at December 31, 2007 consisted of (a) approximately $8.0 billion of subprime-related exposures in its lending and structuring business and (b) approximately $29.3 billion of net exposures to the super senior tranches of collateralized debt obligations, which are collateralized by asset-backed securities, derivatives on asset-backed securities or both. See “Exposure to Real Estate” on page 48 for a further discussion.

Write-Downs on Highly Leveraged Loans and Commitments

During the second half of 2007, Citigroup recorded write-downs of approximately $1.5 billion pretax, net of underwriting fees, on funded and unfunded highly leveraged finance commitments in the S&B business. Of this amount, approximately $1.1 billion related to debt underwriting activities and $381 million related to lending activities. Write-downs were recorded on all highly leveraged finance commitments where there was value impairment, regardless of the expected funding date. See “Highly Leveraged Funding Commitments” on page 96 for a further discussion.

CREDIT, RESTRUCTURING AND INCOME TAXES

Credit Reserves

During 2007, the Company recorded a net build of $7.1 billion to its credit reserves, which included an increase in the allowance for unfunded lending commitments of $150 million. The build consisted of $6.3 billion in Global Consumer ($5.0 billion in U.S. Consumer and $1.3 billion in International Consumer), $100 million in Global Wealth Management and $715 million in Markets & Banking.

The $5.0 billion build in U.S. Consumer reflected a weakening of leading credit indicators including delinquencies on first and second mortgages and deterioration in the housing market (approximately $3.0 billion), a downturn in other economic trends including unemployment and GDP, as well as the impact of housing market deterioration, affecting all other portfolios ($1.3 billion), and a change in the estimate of loan losses inherent in the portfolio, but not yet visible in delinquency statistics (approximately $700 million).

The $1.3 billion build in International Consumer included a change in estimate of loan losses inherent in the portfolio but not yet visible in delinquency statistics (approximately $600 million), along with volume growth and credit deterioration in certain countries. With the exception of Mexico, Japan and India, the International Consumer credit environment remained generally stable.

The build of $715 million in Markets & Banking primarily reflected a slight weakening in overall portfolio credit quality, as well as loan loss reserves for specific counterparties. The loan loss reserves for specific counterparties include $327 million for subprime-related direct exposures.

During 2007, the Company changed its estimate of loan losses inherent in the Global Consumer portfolio that were not yet visible in delinquency statistics. The changes in estimate were accounted for prospectively in accordance with FASB Statement No. 154, “Accounting Changes and Error Corrections” (SFAS 154). For the quarter ended March 31, 2007, the change in estimate decreased the Company’s pretax net income by approximately $170 million, or $0.02 per diluted share. For the quarter ended June 30, 2007, the change in estimate decreased the Company’s pretax net income by $240 million, or $0.03 per diluted share. For the quarter ended September 30, 2007, the change in estimate decreased the Company’s pretax net income by approximately $900 million, or $0.11 per diluted share.

Structural Expense Review

In 2007, the Company completed a review of its structural expense base in a Company-wide effort to create a more streamlined organization, reduce expense growth, and provide investment funds for future growth initiatives.

As a result of the review, a pretax restructuring charge of $1.4 billion ($871 million after-tax) was recorded in Corporate/Other during the first quarter of 2007. Additional charges of $200 million were recognized later in 2007. Separate from the restructuring charge, additional implementation costs of approximately $100 million pretax were recorded throughout 2007.

7

Because these charges are a Company-wide initiative, they are reflected in Corporate/Other.

See Note 10 on page 138 for additional information.

In addition, during 2007 several businesses took on their own re-engineering initiatives to further reduce expenses beyond this Company-wide review. These additional initiatives resulted in total repositioning charges of $539 million pretax. These charges, which were incurred by Markets & Banking for $438 million, Global Consumer for $35 million and Global Wealth Management for $67 million, are included in each of these business groups’ 2007 results.

Income Taxes

The Company recorded an income tax benefit for 2007. The effective tax rate (benefit) of (129)% primarily resulted from the pretax losses in the Company’s S&B and U.S. Consumer Lending businesses (the U.S. is a higher tax jurisdiction). In addition, the tax benefits of permanent differences, including the tax benefit for not providing U.S. income taxes on the earnings of certain foreign subsidiaries that are indefinitely invested, favorably affected the Company’s effective tax rate.

The Company’s effective tax rate on continuing operations of 27.3% in 2006 included a $598 million benefit from the resolution of the Federal Tax Audit and a $237 million benefit from the resolution of the New York Tax Audits.

CAI’S STRUCTURED INVESTMENT VEHICLES (SIVs)

On December 13, 2007, Citigroup announced its decision to commit, not legally required, to provide a support facility that would resolve uncertainties regarding senior debt repayment facing the Citi-advised Structured Investment Vehicles (SIVs). As a result of the Company’s commitment, Citigroup included the SIVs’ assets and liabilities in its Consolidated Balance Sheet as of December 31, 2007. This resulted in an increase of assets of $59 billion. On February 12, 2008, Citigroup finalized the terms of the support facility, which takes the form of a commitment to provide mezzanine capital to the SIV vehicles in the event the market value of their capital notes approaches zero.

RECENTLY ANNOUNCED FINANCIAL ACTIONS TO ENHANCE CITIGROUP’S CAPITAL BASE

During the fourth quarter of 2007 and the first quarter of 2008, the Company raised approximately $30 billion of qualifying Tier 1 Capital. These transactions include the issuance of convertible preferred and straight (non-convertible) preferred securities, equity units and enhanced trust-preferred securities. In addition, Citigroup purchased the Nikko Cordial shares that it did not already own, by issuing 175 million Citigroup common shares (approximately $4.4 billion based on the exchange terms) in exchange for those Nikko Cordial shares.

The Company reported a Tier 1 Capital ratio of 7.12% and a Tangible Common Equity (TCE) as a percent of Risk Weighted Managed Assets (RWMA) ratio of 5.6% at December 31, 2007. On a pro forma basis, after giving effect to the issuance of the new securities referred to above (and including the common shares issued in connection with the Nikko Cordial transaction), the Company’s December 31, 2007 Tier 1 Capital ratio would be approximately 8.8% and its TCE/RWMA would be approximately 6.9%. See “Capital Resources and Liquidity” on page 75 for further details.

Lowering the Company’s Quarterly Dividend to $0.32 Per Share

On January 14, 2008 the Board declared a quarterly dividend on the Company’s common stock of $0.32 per share, which was paid on February 22, 2008, to stockholders of record on February 4, 2008. This action would result in a reduction in the dividend level of approximately $4.4 billion from the previous year. This new dividend level will allow the Company to reinvest in growth opportunities and properly position the Company for both favorable and unfavorable economic conditions. The Board is responsible for setting dividend levels and declaring dividends.

STRATEGIC ACQUISITIONS

U.S.

Acquisition of ABN AMRO Mortgage Group

In 2007, Citigroup acquired ABN AMRO Mortgage Group (AAMG), a subsidiary of LaSalle Bank Corporation and ABN AMRO Bank N.V. AAMG is a national originator and servicer of prime residential mortgage loans. As part of this acquisition, Citigroup purchased approximately $12 billion in assets, including $3 billion of mortgage servicing rights, which resulted in the addition of approximately 1.5 million servicing customers. Results for AAMG are included within Citigroup’s U.S. Consumer Lending business from March 1, 2007 forward.

Acquisition of Old Lane Partners, L.P.

In 2007, the Company completed the acquisition of Old Lane Partners, L.P. and Old Lane Partners, GP, LLC (Old Lane). Old Lane is the manager of a global, multi-strategy hedge fund and a private equity fund with total assets under management and private equity commitments of approximately $4.5 billion. Results for Old Lane are included within Citi Alternative Investments (CAI), Citigroup’s integrated alternative investments platform, from July 2, 2007 forward.

8

Acquisition of Bisys

In 2007, the Company completed its acquisition of Bisys Group, Inc. (Bisys) for $1.47 billion in cash. In addition, Bisys’ shareholders received $18.2 million in the form of a special dividend paid by Bisys simultaneously. Citigroup completed the sale of the Retirement and Insurance Services Divisions of Bisys to affiliates of J.C. Flowers & Co. LLC, making the net cost of the transaction to Citigroup approximately $800 million. Citigroup retained the Fund Services and Alternative Investment services businesses of Bisys, which provides administrative services for hedge funds, mutual funds and private equity funds. Results for Bisys are included within Citigroup’s Transaction Services business from August 1, 2007 forward.

Acquisition of Automated Trading Desk

In 2007, Citigroup completed its acquisition of Automated Trading Desk (ATD), a leader in electronic market making and proprietary trading, for approximately $680 million ($102.6 million in cash and approximately 11.17 million shares of Citigroup common stock). ATD operates as a unit of Citigroup’s Global Equities business, adding a network of broker-dealer customers to Citigroup’s diverse base of institutional, broker-dealer and retail customers. Results for ATD are included within Citigroup’s Securities and Banking business from October 3, 2007 forward.

Japan

Nikko Cordial

Citigroup began consolidating Nikko Cordial’s financial results and the related minority interest under the equity method of accounting on May 9, 2007, when Nikko Cordial became a 61%-owned subsidiary. Citigroup later increased its ownership stake in Nikko Cordial to approximately 68%. Nikko Cordial results are included within Citigroup’s Securities and Banking, Smith Barney and International Consumer businesses.

On January 29, 2008, Citigroup completed the acquisition of the remaining Nikko Cordial shares that it did not already own, by issuing 175 million Citigroup common shares (approximately $4.4 billion based on the exchange terms) in exchange for those Nikko Cordial shares. The share exchange was completed following the listing of Citigroup’s common shares on the Tokyo Stock Exchange on November 5, 2007.

Latin America

Acquisition of Grupo Financiero Uno

In 2007, Citigroup completed its acquisition of Grupo Financiero Uno (GFU), the largest credit card issuer in Central America, and its affiliates.

The acquisition of GFU, with $2.2 billion in assets, expands the presence of Citigroup’s Latin America consumer franchise, enhances its credit card business in the region and establishes a platform for regional growth in Consumer Finance and Retail Banking. GFU has more than one million retail clients and operates a distribution network of 75 branches and more than 100 mini-branches and points of sale. The results for GFU are included within Citigroup’s International Cards and International Retail Banking businesses from March 5, 2007 forward.

Acquisition of Grupo Cuscatlan

In 2007, Citigroup completed the acquisition of the subsidiaries of Grupo Cuscatlan for $1.51 billion ($755 million in cash and 14.2 million shares of Citigroup common stock) from Corporacion UBC Internacional S.A. Grupo Cuscatlan is one of the leading financial groups in Central America, with assets of $5.4 billion, loans of $3.5 billion, and deposits of $3.4 billion. Grupo Cuscatlan has operations in El Salvador, Guatemala, Costa Rica, Honduras and Panama. The results of Grupo Cuscatlan are included from May 11, 2007 forward and are recorded in International Retail Banking.

Agreement to Establish Partnership with Quiñenco– Banco de Chile

In 2007, Citigroup and Quiñenco entered into a definitive agreement to establish a strategic partnership that combines Citigroup operations in Chile with Banco de Chile’s local banking franchise to create a banking and financial services institution with approximately 20% market share of the Chilean banking industry. The transaction closed on January 1, 2008.

Under the agreement, Citigroup contributed Citigroup’s Chilean operations and other assets, and acquired an approximate 32.96% stake in LQIF, a wholly owned subsidiary of Quiñenco that controls Banco de Chile, and is accounted for under the equity method of accounting. As part of the overall transaction, Citigroup also acquired the U.S. branches of Banco de Chile for approximately $130 million. Citigroup has entered into an agreement to acquire an additional 17.04% stake in LQIF for approximately $1 billion within three years. The new partnership calls for active participation by Citigroup in the management of Banco de Chile including board representation at both LQIF and Banco de Chile.

Asia

Acquisition of Bank of Overseas Chinese

In 2007, Citigroup completed its acquisition of Bank of Overseas Chinese (BOOC) in Taiwan for approximately $427 million. BOOC offers a broad suite of corporate banking, consumer and wealth management products and services to more than one million clients through 55 branches in Taiwan. This transaction will strengthen Citigroup’s presence in Asia, making it the largest international bank and 13th largest by total assets among all domestic Taiwan banks. Results for BOOC are included in Citigroup’s International Retail Banking, International Cards and Securities and Banking businesses from December 1, 2007 forward.

9

EMEA

Acquisition of Quilter

In 2007, the Company completed the acquisition of Quilter, a U.K. wealth advisory firm with over $10.9 billion of assets under management, from Morgan Stanley. Quilter has more than 18,000 clients and 300 staff located in 10 offices throughout the U.K., Ireland and the Channel Islands. Quilter’s results are included in Citigroup’s Smith Barney business from March 1, 2007 forward.

Acquisition of Egg

In 2007, Citigroup completed its acquisition of Egg Banking plc (Egg), one of the U.K.’s leading online financial services providers, from Prudential PLC for approximately $1.39 billion. Egg offers various financial products and services including online payment and account aggregation services, credit cards, personal loans, savings accounts, mortgages, insurance and investments. Results for Egg are included in Citigroup’s International Cards and International Retail Banking businesses from May 1, 2007 forward.

Purchase of 20% Equity Interest in Akbank

In 2007, Citigroup completed its purchase of a 20% equity interest in Akbank for approximately $3.1 billion and is accounted for under the equity method of accounting. Akbank, the second-largest privately owned bank by assets in Turkey, is a premier, full-service retail, commercial, corporate and private bank.

Sabanci Holding, a 34% owner of Akbank shares, and its subsidiaries have granted Citigroup a right of first refusal or first offer over the sale of any of their Akbank shares in the future. Subject to certain exceptions, including purchases from Sabanci Holding and its subsidiaries, Citigroup has otherwise agreed not to increase its percentage ownership in Akbank.

OTHER ITEMS

Sale of MasterCard Shares

In 2007, the Company recorded a $367 million after-tax gain ($581 million pretax) on the sale of approximately 4.9 million MasterCard Class B shares that had been received by Citigroup as a part of the MasterCard Initial Public Offering (IPO) completed in June 2006. The gain was recorded in the following businesses:

In millions of dollars	2007 Pretax total		2007 After-tax total		2006 Pretax total		2006 After-tax total
U.S. Cards	$	394	$	250	$	59	$	37
U.S. Retail Distribution		55		33		7		5
International Cards		72		46		35		22
International Retail     Banking		41		26		20		13
Markets & Banking		19		12		2		1
Total	$	581	$	367	$	123	$	78

Redecard IPO

In 2007, Citigroup (a 31.9% shareholder in Redecard S.A., the only merchant acquiring company for MasterCard in Brazil) sold approximately 48.8 million Redecard shares in connection with Redecard’s IPO in Brazil. Following the sale of these shares, Citigroup retained approximately 23.9% ownership in Redecard. An after-tax gain of approximately $469 million ($729 million pretax) was recorded in Citigroup’s 2007 financial results in the International Cards business.

Visa Restructuring and Litigation Matters

In 2007, Visa USA, Visa International and Visa Canada were merged into Visa Inc. (Visa). As a result of that reorganization, Citigroup recorded a $534 million (pretax) gain on its holdings of Visa International shares primarily recognized in the International Consumer business, which are carried on Citigroup’s balance sheet at the new cost basis. In addition, Citigroup recorded a $306 million (pretax) charge related to certain of Visa USA’s litigation matters primarily recognized in the U.S. Consumer business.

Both the Visa-related gain and charge are subject to change, depending on the timing and success of Visa’s planned IPO and other factors. For example, in connection with its upcoming planned IPO, Visa has announced plans to withhold, on a pro rata basis, shares to be distributed to its USA member banks (including Citigroup), which would be used to fund an escrow account to satisfy certain of Visa USA’s litigation matters. Such a withholding could enable Citigroup to release portions of its $306 million reserve.

Sale of Simplex Investment Advisors Inc. Shares

In 2007, Nikko Cordial sold all of its shares of Simplex Investment Advisors Inc. (SIA) for an after-tax gain of $106 million ($313 million pretax), which was recorded in International Retail Banking. Nikko Cordial held 42.5% of SIA.

10

ACCOUNTING CHANGES

Adoption of SFAS 157–Fair Value Measurements

The Company elected to early-adopt SFAS No. 157, “Fair Value Measurements” (SFAS 157), as of January 1, 2007. SFAS 157 defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

• Level 1–Quoted prices for identical instruments in active markets.

• Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

For some products or in certain market conditions, observable inputs may not be available. For example, during the market dislocations that occurred in the second half of 2007, certain markets became illiquid, and some key inputs used in valuing certain exposures were unobservable. When and if these markets are liquid, the valuation of these exposures will use the related observable inputs available at that time from these markets.

Under SFAS 157, Citigroup is required to take into account its own credit risk when measuring the fair value of derivative positions as well as other liabilities for which fair value accounting has been elected under SFAS 155, “Accounting for Certain Hybrid Financial Instruments” (SFAS 155) and SFAS 159, after taking into consideration the effects of credit-risk mitigants. The adoption of SFAS 157 has also resulted in some other changes to the valuation techniques used by Citigroup when determining the fair value of derivatives, most notably changes to the way that the probability of default of a counterparty is factored in, and the elimination of a derivative valuation adjustment which is no longer necessary under SFAS 157. The cumulative effect at January 1, 2007 of making these changes was a gain of $250 million after-tax ($402 million pretax), or $0.05 per diluted share, which was recorded in the 2007 first quarter earnings within the Securities and Banking business.

SFAS 157 also precludes the use of block discounts for instruments traded in an active market, which were previously applied to large holdings of publicly traded equity securities, and requires the recognition of trade-date gains related to certain derivative trades that use unobservable inputs in determining their fair value. Previous accounting guidance allowed the use

of block discounts in certain circumstances and prohibited the recognition of day-one gains on certain derivative trades when determining the fair value of instruments not traded in an active market. The cumulative effect of these changes resulted in an increase to January 1, 2007 retained earnings of $75 million.

Adoption of SFAS 159–Fair Value Option

In conjunction with the adoption of SFAS 157, the Company early-adopted SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159), as of January 1, 2007. SFAS 159 provides an option on an instrument-by-instrument basis for most financial assets and liabilities to be reported at fair value with changes in fair value reported in earnings. After the initial adoption, the election is made at the time of the acquisition of a financial asset, financial liability, or a firm commitment, and it may not be revoked. SFAS 159 provides an opportunity to mitigate volatility in reported earnings that resulted prior to its adoption from being required to apply fair value accounting to certain economic hedges (e.g., derivatives) while having to measure the assets and liabilities being economically hedged using an accounting method other than fair value.

Under the SFAS 159 transition provisions, the Company elected to apply fair value accounting to certain financial instruments held at January 1, 2007 with future changes in value reported in earnings. The adoption of SFAS 159 resulted in an after-tax decrease to January 1, 2007 retained earnings of $99 million ($157 million pretax).

See Note 26 to the Consolidated Financial Statements on page 167 for additional information.

SUBSEQUENT EVENT

On February 20, 2008, the Company entered into a $500 million credit facility with the Falcon multi-strategy fixed income funds (the “Funds”) managed by Citigroup Alternative Investments. As a result of providing this facility, the Company became the primary beneficiary of the Funds and will include the Funds’ assets and liabilities in its Consolidated Balance Sheet commencing on February 20, 2008. The consolidation of the Funds will increase Citigroup’s assets and liabilities by approximately $10 billion.

11

EVENTS IN 2006

Strategic Investment and Cooperation Agreement with Guangdong Development Bank

In 2006, a Citigroup-led consortium acquired an 85.6% stake in Guangdong Development Bank (“GDB”). Citigroup’s share is 20% of GDB and its investment of approximately $725 million is accounted for under the equity method of accounting.

Sale of Avantel

In 2006, Citigroup sold its investment in Avantel, a leading long-distance telecom service provider in Mexico, to AXTEL. The transaction resulted in an after-tax gain of $145 million ($234 million pretax) in the 2006 fourth quarter. The investment in Avantel was initially acquired by Citigroup as part of its acquisition of Banamex in 2001 and was subsequently increased with the purchase of an additional stake in 2005.

Repositioning of the Japan Consumer Finance Business

In 2007, Citigroup announced that it would reposition its consumer finance business in Japan. This decision resulted from changes in the operating environment in the consumer finance business in Japan, and the passage on December 13, 2006, of changes to Japan’s consumer lending laws. The change in law will lower the interest rates permissible on new consumer finance loans by 2010.

In 2006, the Company recorded a $375 million after-tax ($581 million pretax) charge to increase reserves for estimated losses resulting from customer refund settlements in the business. This charge was recorded as a reduction to interest revenue on loans. The Company also recorded a $40 million after-tax ($60 million pretax) repositioning charge for costs associated with closing approximately 270 branches and 100 automated loan machines.

Finalizing the 2005 Sale of Asset Management Business

In 2005, the Company sold substantially all of its Asset Management Business to Legg Mason Inc. (Legg Mason) in exchange for Legg Mason’s broker-dealer and capital markets businesses, $2.298 billion of Legg Mason’s common and preferred shares (valued as of the closing date), and $500 million in cash. This cash was obtained via a lending facility provided by Citigroup’s lending business. The transaction did not include Citigroup’s asset management business in Mexico, its retirement services business in Latin America (both of which are included in International Retail Banking) or its interest in the CitiStreet joint venture (which is included in Smith Barney). The total value of the transaction at the time of closing was approximately $4.369 billion, resulting in an after-tax gain for Citigroup of approximately $2.082 billion ($3.404 billion pretax), which was reported in discontinued operations.

Concurrent with this sale, the Company sold Legg Mason’s capital markets business to Stifel Financial Corp. (The transactions described in the above two paragraphs are referred to as the “Sale of the Asset Management Business.”)

With the receipt of Legg Mason’s broker-dealer business, the Company added 1,226 financial advisors in 124 branch offices to its Global Wealth Management business.

During March 2006, the Company sold 10.3 million shares of Legg Mason stock through an underwritten public offering. The net sale proceeds of $1.258 billion resulted in a pretax gain of $24 million for the Company.

In September 2006, the Company received from Legg Mason the final closing adjustment payment related to this sale. This payment resulted in an additional after-tax gain of $51 million ($83 million pretax), recorded in discontinued operations.

Additional information can be found in Note 3 to the Consolidated Financial Statements on page 125.

RESOLUTION OF TAX AUDITS

New York State and New York City

In 2006, Citigroup reached a settlement agreement with the New York State and New York City taxing authorities regarding various tax liabilities for the years 1998 – 2005 (referred to above and hereinafter as the “resolution of the New York Tax Audits”).

For the third quarter of 2006, the Company released $254 million from its tax contingency reserves, which resulted in increases of $237 million in after-tax Income from continuing operations and $17 million in after-tax Income from discontinued operations.

Federal

In 2006, the Company received a notice from the Internal Revenue Service (IRS) that they had concluded the tax audit for the years 1999 through 2002 (referred to above and hereinafter as the “resolution of the Federal Tax Audit”). For the 2006 first quarter, the Company released a total of $657 million from its tax contingency reserves related to the resolution of the Federal Tax Audit.

The following table summarizes the 2006 tax benefits, by business, from the resolution of the New York Tax Audits and Federal Tax Audit:

In millions of dollars	New York City and New York State Audits		Federal Audit		Total
Global Consumer	$	79	$	290	$	369
Markets & Banking		116		176		292
Global Wealth Management		34		13		47
Alternative Investments		—		58		58
Corporate/Other		8		61		69
Continuing Operations	$	237	$	598	$	835
Discontinued Operations	$	17	$	59	$	76
Total	$	254	$	657	$	911

12

Finalizing the 2005 Sale of Travelers Life & Annuity

In 2005, the Company sold Citigroup’s Travelers Life & Annuity and substantially all of Citigroup’s international insurance businesses to MetLife. The businesses sold were the primary vehicles through which Citigroup engaged in the Life Insurance and Annuities business. This transaction encompassed Travelers Life & Annuity’s U.S. businesses and its international operations, other than Citigroup’s life insurance business in Mexico (which is now included within International Retail Banking). (This transaction is referred to hereinafter as the “Sale of the Life Insurance and Annuities Business”.)

At closing, Citigroup received $1.0 billion in MetLife equity securities and $10.830 billion in cash, which resulted in an after-tax gain of approximately $2.120 billion ($3.386 billion pretax), which was included in discontinued operations.

During 2006, Citigroup recognized an $85 million after-tax gain from the sale of MetLife shares. This gain was reported within Income from continuing operations in the Alternative Investments business.

In July 2006, the Company received the final closing adjustment payment related to this sale, resulting in an after-tax gain of $75 million ($115 million pretax), which was recorded in discontinued operations.

Additional information can be found in Note 3 to the Consolidated Financial Statements on page 125.

Sale of Upstate New York Branches

In 2006, Citigroup sold the Upstate New York Financial Center Network, consisting of 21 branches in Rochester, N.Y. and Buffalo, N.Y. to M&T Bank (referred to hereinafter as the “Sale of New York Branches”). Citigroup received a premium on deposit balances of approximately $1 billion. An after-tax gain of $92 million ($163 million pretax) was recognized in 2006.

Acquisition of Federated Credit Card Portfolio and Credit Card Agreement With Federated Department Stores (Macy’s)

In 2005, Citigroup announced a long-term agreement with Federated Department Stores, Inc. (Macy’s) under which the companies partner to acquire and manage approximately $6.2 billion of Macy’s credit card receivables, including existing and new accounts, executed in three phases.

For the first phase, which closed in October 2005, Citigroup acquired Macy’s receivables under management, totaling approximately $3.3 billion. For the second phase, which closed in May 2006, additional Macy’s receivables totaling approximately $1.9 billion were transferred to Citigroup from the previous provider. For the final phase, in July 2006, Citigroup acquired the approximately $1.0 billion credit card receivable portfolio of The May Department Stores Company (May), which merged with Macy’s.

Citigroup paid a premium of approximately 11.5% to acquire these portfolios. The multi-year agreement also provides Macy’s the ability to participate in the portfolio performance, based on credit sales and certain other performance metrics.

The Macy’s and May credit card portfolios comprised a total of approximately 17 million active accounts.

Consolidation of Brazil’s CrediCard

In 2006, Citigroup and Banco Itau dissolved their joint venture in CrediCard, a Brazilian consumer credit card business. In accordance with the dissolution agreement, Banco Itau received half of CrediCard’s assets and customer accounts in exchange for its 50% ownership, leaving Citigroup as the sole owner of CrediCard.

Adoption of the Accounting for Share-Based Payments

In 2006, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based Payment” (SFAS 123(R)), which replaced the existing SFAS 123 and superseded Accounting Principles Board (APB) 25. SFAS 123(R) requires companies to measure and record compensation expense for stock options and other share-based payments based on the instruments’ fair value, reduced by expected forfeitures.

In adopting this standard, the Company conformed to recent accounting guidance that requires restricted or deferred stock awards issued to retirement-eligible employees who meet certain age and service requirements to be either expensed on the grant date or accrued over a service period prior to the grant date. This charge consisted of $398 million after-tax ($648 million pretax) for the immediate expensing of awards granted to retirement-eligible employees in January 2006.

The following table summarizes the SFAS 123(R) impact, by segment, on the 2006 first quarter pretax compensation expense for stock awards granted to retirement-eligible employees in January 2006:

In millions of dollars	2006 first quarter
Global Consumer	$121
Markets & Banking	354
Global Wealth Management	145
Alternative Investments	7
Corporate/Other	21
Total	$648

Additional information can be found in Notes 1 and 8 to the Consolidated Financial Statements on pages 111 and 129, respectively.

Credit Reserves

In 2006, the Company recorded a net release/utilization of its credit reserves of $356 million, consisting of a net release/utilization of $626 million in Global Consumer and a net build of $270 million in CMB. The net release/utilization in Global Consumer was primarily due to lower bankruptcy filings, a stable credit environment in the U.S. Consumer portfolio and International portfolio and a release of approximately $200 million related to Hurricane Katrina. Partially offsetting the net releases were builds in Mexico, primarily driven by target market expansion in Cards, Taiwan, due to the impact of industry-wide credit conditions in Cards, and Japan, related to the changes in the consumer lending environment. Developments in 2007 have led to a significant build in reserves in Global Consumer in 2007, as described above.

The net build of $270 million in CMB was primarily composed of $261 million in Securities and Banking, which included a $232 million reserve increase for unfunded lending commitments during the year. The net build reflected growth in loans and unfunded commitments and a change in credit rating of certain counterparties in certain industries.

13

EVENTS IN 2005

Change in EMEA Consumer Write-off Policy

Prior to the third quarter of 2005, certain Western European consumer portfolios were granted an exception to Citigroup’s global write-off policy. The exception extended the write-off period from the standard 120-day policy for personal installment loans, and was granted because of the higher recovery rates experienced in these portfolios. During 2005, Citigroup observed lower actual recovery rates, stemming primarily from a change in bankruptcy and wage garnishment laws in Germany and, as a result, rescinded the exception to the global standard. The net charge was $332 million ($490 million pretax) resulting from the recording of $1.153 billion of write-offs and a corresponding utilization of $663 million of reserves in the third quarter of 2005.

Hurricane Katrina

In 2005, the Company recorded a $222 million after-tax charge ($357 million pretax) for the estimated probable losses incurred from Hurricane Katrina. This charge consisted primarily of additional credit costs in U.S. Cards, U.S. Commercial Business, U.S. Consumer Lending and U.S. Retail Distribution businesses, based on total credit exposures of approximately $3.6 billion in the Federal Emergency Management Agency (FEMA) Individual Assistance designated areas. This charge did not include an after-tax estimate of $75 million ($109 million pretax) for fees and interest due from related customers that were waived during 2005. These reserves were utilized or released in subsequent years.

United States Bankruptcy Legislation

In 2005, the Bankruptcy Reform Act (the Act) became effective. The Act imposed a means test to determine if people who file for Chapter 7 bankruptcy earn more than the median income in their state and could repay at least $6,000 of unsecured debt over five years. Bankruptcy filers who meet this test are required to enter into a repayment plan under Chapter 13, instead of canceling their debt entirely under Chapter 7. As a result of these more stringent guidelines, bankruptcy claims accelerated prior to the effective date. The incremental bankruptcy losses over the Company’s estimated baseline in 2005 that was attributable to the Act in U.S. Cards business was approximately $970 million on a managed basis ($550 million in the Company’s on-balance-sheet portfolio and $420 million in the securitized portfolio). In addition, the U.S. Retail Distribution business incurred incremental bankruptcy losses of approximately $90 million during 2005.

Bank and Credit Card Customer Rewards Costs

In 2005, the Company conformed its global policy approach for the accounting of rewards costs for bank and credit card customers. Conforming the global policy resulted in the write-off of $354 million after-tax ($565 million pretax) of unamortized deferred rewards costs. Previously, accounting practices for these costs varied across the Company.

The revised policy requires all businesses to recognize rewards costs as incurred.

Sale of Nikko Cordial Stake

During 2005, Citigroup reduced its stake in Nikko Cordial from approximately 11.2% to 4.9%, which resulted in an after-tax gain of $248 million ($386 million pretax).

Sale of the Merchant Acquiring Businesses

In 2005, Citigroup sold its European merchant acquiring business to EuroConex for $127 million. This transaction resulted in a $62 million after-tax gain ($98 million pretax).

In 2005, Citigroup sold its U.S. merchant acquiring business, Citigroup Payment Service Inc., to First Data Corporation for $70 million, resulting in a $41 million after-tax gain ($61 million pretax).

Homeland Investment Act Benefit

The Company’s 2005 full-year results from continuing operations include a $198 million tax benefit from the Homeland Investment Act provision of the American Jobs Creation Act of 2004, net of the impact of remitting income earned in 2005 and prior years that would otherwise have been indefinitely invested overseas. The amount of dividends that were repatriated relating to this benefit was approximately $3.2 billion.

Copelco Litigation Settlement

In 2000, Citigroup purchased Copelco Capital, Inc., a leasing business, from Itochu International Inc. and III Holding Inc. (formerly known as Copelco Financial Services Group, Inc., collectively referred to herein as “Itochu”) for $666 million. During 2001, Citigroup filed a lawsuit asserting breach of representations and warranties, among other causes of action, under the Stock Purchase Agreement entered into between Citigroup and Itochu in March 2000. During the third quarter of 2005, Citigroup and Itochu signed a settlement agreement that mutually released all claims, and under which Itochu paid Citigroup $185 million, which was recorded in pretax income.

Mexico Value Added Tax (VAT) Refund

In 2005, Citigroup Mexico received a $182 million refund of VAT taxes from the Mexican government related to the 2003 and 2004 tax years as a result of a Mexico Supreme Court ruling. The refund was recorded as a reduction of $140 million (pretax) in Other operating expense and $42 million (pretax) in Other revenue.

Settlement of Enron Class Action Litigation

As described in the “Legal Proceedings” discussion on page 195, in 2005, Citigroup settled class action litigation brought on behalf of purchasers of Enron securities.

Settlement of the Securities and Exchange Commission’s Transfer Agent Investigation

In 2005, the Company settled an investigation by the Securities and Exchange Commission (SEC) into matters relating to arrangements between certain Smith Barney mutual funds (the Funds), an affiliated transfer agent, and an unaffiliated sub-transfer agent.

Under the terms of the settlement, Citigroup paid a total of $208 million, consisting of $128 million in disgorgement and $80 million in penalties. These funds, less $24 million already credited to the Funds, have been paid to the U.S. Treasury and will be distributed pursuant to a distribution plan prepared by Citigroup and to be approved by the SEC. The terms of the settlement had been fully reserved by Citigroup in prior periods.

14

Merger of Bank Holding Companies

In 2005, Citigroup merged its two intermediate bank holding companies, Citigroup Holdings Company and Citicorp, into Citigroup Inc. Coinciding with this merger, Citigroup assumed all existing indebtedness and outstanding guarantees of Citicorp. See Note 28 on page 176.

Repositioning Charges

The Company recorded a $272 million after-tax ($435 million pretax) charge in 2005 for repositioning costs. The repositioning charges were predominantly severance-related costs recorded in CMB ($151 million after-tax) and in Global Consumer ($95 million after-tax). These repositioning actions were consistent with the Company’s objectives of controlling expenses while continuing to invest in growth opportunities.

Resolution of Glendale Litigation

During 2005, the Company recorded a $72 million after-tax gain ($114 million pretax) following the resolution of Glendale Federal Bank v. United States, an action brought by Glendale Federal Bank.

Acquisition of First American Bank

In 2005, Citigroup completed the acquisition of First American Bank in Texas (FAB). The transaction established Citigroup’s retail branch presence in Texas, giving Citigroup 106 branches, $4.2 billion in assets and approximately 120,000 new customers in the state at the time of the transaction’s closing. The results of FAB are included in the Consolidated Financial Statements from March 2005 forward.

Divestiture of the Manufactured Housing Loan Portfolio

In 2005, Citigroup completed the sale of its manufactured housing loan portfolio, consisting of $1.4 billion in loans, to 21st Mortgage Corp. The Company recognized a $109 million after-tax loss ($157 million pretax) in the divestiture.

Divestiture of CitiCapital’s Transportation Finance Business

In 2005, the Company completed the sale of CitiCapital’s Transportation Finance Business based in Dallas and Toronto to GE Commercial Finance for total cash consideration of approximately $4.6 billion. The sale resulted in an after-tax gain of $111 million ($161 million pretax).

Shutdown of the Private Bank in Japan and Related Charge and Other Activities in Japan

On September 29, 2005, the Company officially closed its Private Bank business in Japan.

In September 2004, the Financial Services Agency of Japan (FSA) issued an administrative order against Citibank Japan. This order included a requirement that Citigroup exit all private banking operations in Japan by September 30, 2005. In connection with this required exit, the Company established a $400 million ($244 million after-tax) reserve (the Exit Plan Charge) during 2004.

On October 25, 2004, Citigroup announced its decision to wind down Cititrust and Banking Corporation (Cititrust), a licensed trust bank in Japan, after concluding that there were internal control, compliance and governance issues in that subsidiary. On April 22, 2005, the FSA issued an administrative order requiring Cititrust to suspend from engaging in all new trust business in 2005. Cititrust closed all customer accounts in 2005.

15

SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The Notes to the Consolidated Financial Statements on page 111 contain a summary of the Company’s significant accounting policies, including a discussion of recently issued accounting pronouncements. These policies, as well as estimates made by management, are integral to the presentation of the Company’s financial condition. It is important to note that they require management to make difficult, complex or subjective judgments and estimates, at times, regarding matters that are inherently uncertain. Management has discussed each of these significant accounting policies, the related estimates and its judgments with the Audit and Risk Management Committee of the Board of Directors. Additional information about these policies can be found in Note 1 to the Consolidated Financial Statements on page 111.

Valuations of Financial Instruments

The Company holds fixed income and equity securities, derivatives, retained interests in securitizations, investments in private equity and other financial instruments. In addition, the Company purchases securities under agreements to resell and sells securities under agreements to repurchase. The Company holds its investments, trading assets and liabilities, and resale and repurchase agreements on the balance sheet to meet customer needs, to manage liquidity needs and interest rate risks, and for proprietary trading and private equity investing.

Substantially all of these assets and liabilities are reflected at fair value on the Company’s balance sheet. In addition, certain loans, short-term borrowings, long-term debt and deposits as well as certain securities borrowed and loaned positions that are collateralized with cash are carried at fair value. In total, approximately 38.9% and 35.2% of assets, and 23.1% and 8.9% of liabilities, are accounted for at fair value as of December 31, 2007 and 2006, respectively. The increase is driven by the election of the fair value option as permitted under SFAS 159 for certain assets and liabilities, including securities purchased under agreements to resell and securities sold under agreements to repurchase, as well as certain structured and non-structured liabilities.

When available, the Company generally uses quoted market prices to determine fair value, and classifies such items within Level 1 of the fair value hierarchy. If quoted market prices are not available, fair value is based upon internally developed valuation models that use, where possible, current market-based or independently sourced market parameters, such as interest rates, currency rates, option volatilities, etc. More than 800 models are used across Citigroup. Where a model is internally developed and used to price a significant product, it is subject to validation and testing by independent personnel. Such models are often based on a discounted cash flow analysis.

Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

As seen during the second half of 2007, the credit crisis has caused some markets to become illiquid, thus reducing the availability of certain observable data used by the Company’s valuation techniques. When or if the

liquidity returns to these markets, the valuations will revert to using the related observable inputs in verifying internally calculated values.

With the Company’s early adoption of SFAS 157 and SFAS 159 as of January 1, 2007, the following specific changes were made in the valuation of the Company’s financial assets and liabilities:

(i) Amendments to the way that the probability of default of a counterparty is factored into the valuation of derivative positions and inclusion for the first time of the impact of Citigroup’s own-credit risk on the valuation of derivatives and other liabilities measured at fair value;

(ii) Elimination of the derivatives portfolio servicing adjustment which is no longer necessary under SFAS 157;

(iii) Block discounts for large holdings of publicly traded equity securities were discontinued; and

(iv) Trade-date gains related to certain derivatives using unobservable inputs were recognized immediately, superseding the previous guidance, which prohibited the recognition of these day-one gains.

The cumulative effect of these changes totaled $325 million after-tax. $250 million, which related to the first two items above and was recorded as an increase in the current year’s earnings. The remaining $75 million, related to items (iii) and (iv) above and was recorded as an increase to January 1, 2007 opening Retained earnings.

Changes in the valuation of the trading assets and liabilities, as well as all other assets (excluding available-for-sale securities) and liabilities, carried at fair value, are recorded in the Consolidated Statement of Income. Changes in the valuation of available-for-sale securities generally are recorded in Accumulated other comprehensive income, which is a component of stockholders’ equity on the Consolidated Balance Sheet. A full description of the Company’s related policies and procedures can be found in Notes 1, 26 and 27 to the Consolidated Financial Statements on pages 111, 167 and 176, respectively.

Key Controls over Fair-Value Measurement

The Company’s processes include a number of key controls that are designed to ensure that fair value is measured appropriately. Such controls include a model validation policy requiring that valuation models be validated by qualified personnel independent from those who created the models and escalation procedures to ensure that valuations using unverifiable inputs are identified and monitored on a regular basis by senior management.

Allowance for Credit Losses

Management provides reserves for an estimate of probable losses inherent in the funded loan portfolio on the balance sheet in the form of an allowance for loan losses. In addition, management has established and maintains reserves for the potential credit losses related to the Company’s off-balance- sheet exposures of unfunded lending commitments, including standby letters of credit and guarantees. These reserves are established in accordance with Citigroup’s Loan Loss Reserve Policies, as approved by the Audit and Risk Management Committee of the Company’s Board of Directors. The

16

Company’s Chief Risk Officer and Chief Financial Officer review the adequacy of the credit loss reserves each quarter with representatives from the Risk and Finance staffs for each applicable business area.

During these reviews, the above-mentioned representatives covering the business area having classifiably managed portfolios (that is, portfolios where internal credit-risk ratings are assigned, which are primarily Markets & Banking, Global Consumer’s commercial lending businesses, and Global Wealth Management) present recommended reserve balances for their funded and unfunded lending portfolios along with supporting quantitative and qualitative data. The quantitative data include:

• Estimated probable losses for non-performing, non-homogeneous exposures within a business line’s classifiably managed portfolio. Consideration is given to all available evidence when determining this estimate including, as appropriate: (i) the present value of expected future cash flows discounted at the loan’s contractual effective rate; (ii) the borrower’s overall financial condition, resources and payment record; and (iii) the prospects for support from financially responsible guarantors or the realizable value of any collateral.

• Statistically calculated losses inherent in the classifiably managed portfolio for performing and de minimis non-performing exposures. The calculation is based upon: (i) Citigroup’s internal system of credit-risk ratings, which are analogous to the risk ratings of the major rating agencies; (ii) the Corporate portfolio database; and (iii) historical default and loss data, including rating agency information regarding default rates from 1983 to 2006, and internal data, dating to the early 1970s, on severity of losses in the event of default.

• Additional adjustments include: (i) statistically calculated estimates to cover the historical fluctuation of the default rates over the credit cycle, the historical variability of loss severity among defaulted loans, and the degree to which there are large obligor concentrations in the global portfolio; and (ii) adjustments made for specifically known items, such as current environmental factors and credit trends.

In addition, representatives from both the Risk Management and Finance staffs that cover business areas which have delinquency-managed portfolios containing smaller homogeneous loans (primarily Global Consumer’s non-commercial lending areas) present their recommended reserve balances based upon leading credit indicators including delinquencies on first and second mortgages and deterioration in the housing market, a downturn in other economic trends including unemployment and GDP, changes in the portfolio size, and a change in the estimated loan losses inherent in the portfolio but not yet visible in the delinquencies (change in estimate of loan losses). This methodology is applied separately for each individual product within each different geographic region in which these portfolios exist.

This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates, the size and diversity of individual large credits, and the ability of borrowers with foreign currency obligations to obtain the foreign currency necessary for orderly debt servicing, among other things, are all taken into account during this review. Changes in these estimates could have a direct impact on the credit costs in any quarter and could result in a change in the allowance. Changes to the reserve flow through the income statement on the lines “provision for loan losses” and “provision for unfunded lending commitments.” For a further description of the loan loss reserve and related accounts, see Notes 1 and 18 to the Consolidated Financial Statements on pages 111 and 147, respectively.

Securitizations

The Company securitizes a number of different asset classes as a means of strengthening its balance sheet and to access competitive financing rates in the market. Under these securitization programs, assets are sold into a trust and used as collateral by the trust as a means of obtaining financing. The cash flows from assets in the trust service the corresponding trust securities. If the structure of the trust meets certain accounting guidelines, trust assets are treated as sold and no longer reflected as assets of the Company. If these guidelines are not met, the assets continue to be recorded as the Company’s assets, with the financing activity recorded as liabilities on Citigroup’s balance sheet.

The Financial Accounting Standards Board (FASB) is currently working on amendments to the accounting standards governing asset transfers and securitization accounting. Upon completion of these standards, the Company will need to re-evaluate its accounting and disclosures. The SEC has requested that FASB complete its deliberations by the end of 2008. Due to the FASB’s ongoing deliberations, the Company is unable to accurately determine the effect of future amendments at this time.

The Company assists its clients in securitizing their financial assets and also packages and securitizes financial assets purchased in the financial markets. The Company may also provide administrative, asset management, underwriting, liquidity facilities and/or other services to the resulting securitization entities, and may continue to service some of these financial assets.

A complete description of the Company’s accounting for securitized assets can be found in “Off-Balance-Sheet Arrangements” on page 85 and in Notes 1 and 23 to the Consolidated Financial Statements on pages 111 and 156, respectively.

Income Taxes

The Company is subject to the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which the Company operates. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws. The Company must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions, both domestic and foreign.

Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.

The Company implemented FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), on January 1, 2007, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. See Note 11 to the Consolidated Financial Statements on page 139.

17

The Company treats interest and penalties on income taxes as a component of income tax expense.

Deferred taxes are recorded for the future consequences of events that have been recognized for financial statements or tax returns, based upon enacted tax laws and rates. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not.

See Note 11 to the Consolidated Financial Statements on page 139 for a further description of the Company’s provision and related income tax assets and liabilities.

Legal Reserves

The Company is subject to legal, regulatory and other proceedings and claims arising from conduct in the ordinary course of business. These proceedings include actions brought against the Company in its various roles, including acting as a lender, underwriter, broker-dealer or investment advisor. Reserves are established for legal and regulatory claims in accordance with applicable accounting requirements based upon the probability and estimability of losses. The Company reviews outstanding claims with internal counsel, as well as external counsel when appropriate, to assess probability and estimates of loss. The risk of loss is reassessed as new information becomes available, and reserves are adjusted as appropriate. The actual cost of resolving a claim may be substantially higher, or lower, than the amount of the recorded reserve. See Note 29 to the Consolidated Financial Statements on page 181 and the discussion of “Legal Proceedings” beginning on page 195.

Accounting Changes and Future Application of Accounting Standards

See Note 1 to the Consolidated Financial Statements on page 111 for a discussion of Accounting Changes and the Future Application of Accounting Standards.

18

SEGMENT, PRODUCT AND REGIONAL—NET INCOME AND REVENUE

The following tables show the net income (loss) and revenue for Citigroup’s businesses on a segment and product view and on a regional view:

CITIGROUP NET INCOME—SEGMENT AND PRODUCT VIEW

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Global Consumer
U.S. Cards	$	2,873		$	3,890		$	2,754		(26	)%	41	%
U.S. Retail Distribution		1,343			2,027			1,752		(34	)	16
U.S. Consumer Lending		(626	)		1,912			1,938		NM		(1	)
U.S. Commercial Business		518			561			729		(8	)	(23	)
Total U.S. Consumer (1)	$	4,108		$	8,390		$	7,173		(51	)%	17	%
International Cards	$	2,013		$	1,137		$	1,373		77	%	(17	)%
International Consumer Finance		(508	)		40			642		NM		(94	)
International Retail Banking		2,688			2,840			2,083		(5	)	36
Total International Consumer	$	4,193		$	4,017		$	4,098		4	%	(2	)%
Other	$	(433	)	$	(351	)	$	(374	)	(23	)%	6	%
Total Global Consumer	$	7,868		$	12,056		$	10,897		(35	)%	11	%
Markets & Banking
Securities and Banking	$	(7,604	)	$	5,763		$	5,327		NM		8	%
Transaction Services		2,215			1,426			1,135		55	%	26
Other		136			(62	)		433		NM		NM
Total Markets & Banking	$	(5,253	)	$	7,127		$	6,895		NM		3	%
Global Wealth Management
Smith Barney	$	1,351		$	1,005		$	871		34	%	15	%
Private Bank		623			439			373		42		18
Total Global Wealth Management	$	1,974		$	1,444		$	1,244		37	%	16	%
Alternative Investments	$	672		$	1,276		$	1,437		(47	)%	(11	)%
Corporate/Other		(1,644	)		(654	)		(667	)	NM		2
Income from Continuing Operations	$	3,617		$	21,249		$	19,806		(83	)%	7	%
Income from Discontinued Operations (2)		—			289			4,832		—		(94	)
Cumulative Effect of Accounting Change		—			—			(49	)	—		—
Total Net Income	$	3,617		$	21,538		$	24,589		(83	)%	(12	)%

(1) U.S. disclosure includes Canada and Puerto Rico.

(2) See Note 3 on page 125.

NM Not meaningful.

19

CITIGROUP NET INCOME—REGIONAL VIEW

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
U.S. (1)
Global Consumer	$	3,675		$	8,039		$	6,799		(54	)%	18	%
Markets & Banking		(7,537	)		2,209			2,950		NM		(25	)
Global Wealth Management		1,416			1,210			1,141		17		6
Total U.S.	$	(2,446	)	$	11,458		$	10,890		NM		5	%
Mexico
Global Consumer	$	1,387		$	1,605		$	1,432		(14	)%	12	%
Markets & Banking		396			346			450		14		(23	)
Global Wealth Management		46			36			44		28		(18	)
Total Mexico	$	1,829		$	1,987		$	1,926		(8	)%	3	%
EMEA
Global Consumer	$	504		$	725		$	374		(30	)%	94	%
Markets & Banking		(1,902	)		2,011			1,130		NM		78
Global Wealth Management		77			23			8		NM		NM
Total EMEA	$	(1,321	)	$	2,759		$	1,512		NM		82	%
Japan
Global Consumer	$	(126	)	$	119		$	706		NM		(83	)%
Markets & Banking		128			272			498		(53	)%	(45	)
Global Wealth Management		95			—			(82	)	—		100
Total Japan	$	97		$	391		$	1,122		(75	)%	(65	)%
Asia
Global Consumer	$	1,749		$	1,366		$	1,350		28	%	1	%
Markets & Banking		2,578			1,651			1,248		56		32
Global Wealth Management		314			163			116		93		41
Total Asia	$	4,641		$	3,180		$	2,714		46	%	17	%
Latin America
Global Consumer	$	679		$	202		$	236		NM		(14	)%
Markets & Banking		1,084			638			619		70	%	3	%
Global Wealth Management		26			12			17		NM		(29	)
Total Latin America	$	1,789		$	852		$	872		NM		(2	)%
Alternative Investments	$	672		$	1,276		$	1,437		(47	)%	(11	)%
Corporate/Other		(1,644	)		(654	)		(667	)	NM		2
Income from Continuing Operations	$	3,617		$	21,249		$	19,806		(83	)%	7	%
Income from Discontinued Operations (2)		—			289			4,832		—		(94	)
Cumulative Effect of Accounting Change		—			—			(49	)	—		—
Total Net Income	$	3,617		$	21,538		$	24,589		(83	)%	(12	)%
Total International	$	7,035		$	9,169		$	8,146		(23	)%	13	%

(1) Excludes Alternative Investments and Corporate/Other, which are predominantly related to the U.S. The U.S. regional disclosure includes Canada and Puerto Rico. Global Consumer for the U.S. includes Other Consumer.

(2) See Note 3 on page 125.

NM Not meaningful.

20

CITIGROUP REVENUES—SEGMENT AND PRODUCT VIEW

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Global Consumer
U.S. Cards	$	13,418		$	13,508		$	12,824		(1	)%	5	%
U.S. Retail Distribution		10,209			9,584			9,515		7		1
U.S. Consumer Lending		6,459			5,519			5,469		17		1
U.S. Commercial Business		1,649			1,983			2,299		(17	)	(14	)
Total U.S. Consumer (1)	$	31,735		$	30,594		$	30,107		4	%	2	%
International Cards	$	9,228		$	5,959		$	4,850		55	%	23	%
International Consumer Finance		3,182			3,318			3,819		(4	)	(13	)
International Retail Banking		12,878			10,518			9,727		22		8
Total International Consumer	$	25,288		$	19,795		$	18,396		28	%	8	%
Other	$	(39	)	$	(90	)	$	(258	)	57	%	65	%
Total Global Consumer	$	56,984		$	50,299		$	48,245		13	%	4	%
Markets & Banking
Securities and Banking	$	2,684		$	21,218		$	18,970		(87	)%	12	%
Transaction Services		7,840			5,971			4,891		31		22
Other		(2	)		(2	)		2		—		NM
Total Markets & Banking	$	10,522		$	27,187		$	23,863		(61	)%	14	%
Global Wealth Management
Smith Barney	$	10,529		$	8,160		$	6,825		29	%	20	%
Private Bank		2,457			2,017			1,859		22		8
Total Global Wealth Management	$	12,986		$	10,177		$	8,684		28	%	17	%
Alternative Investments	$	2,103		$	2,901		$	3,430		(28	)%	(15	)%
Corporate/Other		(897	)		(949	)		(580	)	5		(64	)
Total Net Revenues	$	81,698		$	89,615		$	83,642		(9	)%	7	%

(1) U.S. disclosure includes Canada and Puerto Rico.

NM Not meaningful.

21

CITIGROUP REVENUES—REGIONAL VIEW

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
U.S. (1)
Global Consumer	$	31,696		$	30,504		$	29,849		4	%	2	%
Markets & Banking		(4,971	)		10,155			9,901		NM		3
Global Wealth Management		9,787			8,793			7,628		11		15
Total U.S.	$	36,512		$	49,452		$	47,378		(26	)%	4	%
Mexico
Global Consumer	$	5,777		$	5,191		$	4,373		11	%	19	%
Markets & Banking		814			781			777		4		1
Global Wealth Management		153			129			124		19		4
Total Mexico	$	6,744		$	6,101		$	5,274		11	%	16	%
EMEA
Global Consumer	$	6,649		$	5,387		$	5,201		23	%	4	%
Markets & Banking		4,235			8,757			6,849		(52	)	28
Global Wealth Management		543			331			295		64		12
Total EMEA	$	11,427		$	14,475			12,345		(21	)%	17	%
Japan
Global Consumer	$	2,797		$	2,455		$	3,251		14	%	(24	)%
Markets & Banking		1,191			1,052			1,224		13		(14	)
Global Wealth Management		1,244			—			(6	)	—		100
Total Japan	$	5,232		$	3,507		$	4,469		49	%	(22	)%
Asia
Global Consumer	$	6,253		$	4,933		$	4,461		27	%	11	%
Markets & Banking		6,496			4,714			3,697		38		28
Global Wealth Management		1,038			738			440		41		68
Total Asia	$	13,787		$	10,385		$	8,598		33	%	21	%
Latin America
Global Consumer	$	3,812		$	1,829		$	1,110		NM		65	%
Markets & Banking		2,757			1,728			1,415		60		22
Global Wealth Management		221			186			203		19		(8	)
Total Latin America	$	6,790		$	3,743		$	2,728		81	%	37	%
Alternative Investments	$	2,103		$	2,901		$	3,430		(28	)%	(15	)%
Corporate/Other		(897	)		(949	)		(580	)	5		(64	)
Total Net Revenues	$	81,698		$	89,615		$	83,642		(9	)%	7	%
Total International	$	43,980		$	38,211		$	33,414		15	%	14	%

(1) Excludes Alternative Investments and Corporate/Other, which are predominantly related to the U.S. The U.S. regional disclosure includes Canada and Puerto Rico. Global Consumer for the U.S. includes Other Consumer.

NM Not meaningful.

22

GLOBAL CONSUMER

Citigroup’s Global Consumer Group provides a wide array of banking, lending, insurance and investment services through a network of 8,527 branches, approximately 20,000 ATMs and 530 Automated Lending Machines (ALMs), the Internet, telephone and mail, and the Primerica Financial Services salesforce. Global Consumer serves more than 200 million customer accounts, providing products and services to meet the financial needs of both individuals and small businesses.

In millions of dollars	2007			2006 (1)			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Net interest revenue	$	32,932		$	29,380		$	29,526		12	%	—
Non-interest revenue		24,052			20,919			18,719		15		12	%
Revenues, net of interest expense	$	56,984		$	50,299		$	48,245		13	%	4	%
Operating expenses		29,298			25,933			23,318		13		11
Provisions for loan losses and for benefits and claims		17,020			7,579			9,063		NM		(16	)
Income before taxes and minority interest	$	10,666		$	16,787		$	15,864		(36	)%	6	%
Income taxes		2,627			4,666			4,904		(44	)	(5	)
Minority interest, net of taxes		171			65			63		NM		3
Net income	$	7,868		$	12,056		$	10,897		(35	)%	11	%
Average assets (in billions of dollars)	$	735		$	610		$	533		20	%	14	%
Return on assets		1.07	%		1.98	%		2.04	%
Key indicators (in billions of dollars)
Average loans	$	496.1		$	434.9		$	392.6		14	%	11	%
Average deposits	$	291.8		$	252.1		$	231.7		16	%	9	%
Total branches		8,527			8,110			7,237		5	%	12	%

(1) Reclassified to conform to the current period’s presentation.

NM Not meaningful.

23

U.S. Consumer

U.S. Consumer is composed of four businesses: Cards, Retail Distribution, Consumer Lending and Commercial Business.

In millions of dollars	2007			2006 (1)			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Net interest revenue	$	17,480		$	16,712		$	17,510		5	%	(5	)%
Non-interest revenue		14,255			13,882			12,597		3		10
Revenues, net of interest expense	$	31,735		$	30,594		$	30,107		4	%	2	%
Operating expenses		15,045			14,149			13,449		6		5
Provisions for loan losses and for benefits and claims		10,917			3,800			5,600		NM		(32	)
Income before taxes and minority interest	$	5,773		$	12,645		$	11,058		(54	)%	14	%
Income taxes		1,629			4,197			3,823		(61	)	10
Minority interest, net of taxes		36			58			62		(38	)	(6	)
Net income	$	4,108		$	8,390		$	7,173		(51	)%	17	%
Average assets (in billions of dollars)	$	498		$	417		$	357		19	%	17	%
Return on assets		0.83	%		2.01	%		2.01	%
Key indicators (in billions of dollars)
Average loans	$	352.5		$	320.1		$	286.1		10	%	12	%
Average deposits		121.8			104.6			95.4		16	%	10	%
Total branches (actual number)		3,545			3,441			3,173		3	%	8	%

(1) Reclassified to conform to the current period’s presentation.

NM Not meaningful.

2007 vs. 2006

Net Interest Revenue was 5% higher than the prior year, as growth in average deposits and loans of 16% and 10%, respectively, was partially offset by a decrease in net interest margin. Net interest margin declined mainly due to an increase in the cost of funding driven by a shift to higher cost Direct Bank and time deposits and a shift away from high yielding credit card assets toward lower yielding mortgage assets which more than offset a general increase in consumer loan yields.

Non-Interest Revenue increased 3%, primarily due to 6% growth in Cards purchase sales, a pretax gain on the sale of MasterCard shares of $449 million compared to a gain on the MasterCard IPO of $66 million in 2006,

the impact of the acquisition of ABN AMRO Mortgage Group in the first quarter of 2007, higher gains on sales of mortgage loans, and growth in net servicing revenues. This increase is partially offset by lower securitization revenues in Cards primarily reflecting the net impact of higher funding costs and higher credit losses in the securitization trusts. The results of 2006 also included $163 million pretax gain from the sale of upstate New York branches in the second quarter.

Operating expense growth was primarily driven by the VISA litigation-related pretax charge of $292 million, the ABN AMRO integration, higher collection costs, higher volume-related expenses, and increased investment spending due to 202 new branch openings in 2007 (110 in CitiFinancial and

24

92 in Citibank). Expense growth in 2007 was favorably affected by the absence of the charge related to the initial adoption of SFAS 123(R) in the first quarter of 2006.

Provisions for loan losses and for benefits and claims increased $7.1 billion primarily reflecting a weakening of leading credit indicators including delinquencies on first and second mortgages and deterioration in the housing market, a downturn in other economic trends including unemployment and GDP affecting all other portfolios and a change in estimate of loan losses inherent in the portfolio but not yet visible in delinquency statistics. The increase in provision for loan losses also reflects the absence of loan loss reserve releases recorded in the prior year, as well as an increase in bankruptcy filings in 2007 versus unusually low filing levels experienced in 2006. The net credit loss ratio increased 27 basis points to 1.46%.

Net income in 2007 also reflected the absence of a $229 million tax benefit resulting from the resolution of the 2006 Tax Audits.

2006 vs. 2005

Net interest revenue declined by 5%, as growth in average deposits and loans of 10% and 12%, respectively, were more than offset by net interest margin compression. Net interest margin declined primarily due to a shift in customer liabilities from savings and other demand deposits to certificates of deposit and e-Savings accounts as well as lower on-balance-sheet receivables and a change in the mix of receivables toward introductory rate products, and a higher cost of funds, which was partially offset by higher risk-based fees.

Non-Interest Revenue increased by 10% due to the positive impact of a 9% growth in purchase sales, higher replenishment gains from securitization activities, and higher net excess spread revenues from previously securitized receivables, higher gains on sales of real estate loans, student loans, and mortgage-backed securities, a $163 million gain on the Sale of New York Branches in the second quarter of 2006, partially offset by lower servicing revenues. Also driving the increase was the acquisition of the Macy’s (formerly known as Federated) portfolio in the 2005 fourth quarter, and the absence of a $545 million charge to conform accounting practices for customer rewards taken in the fourth quarter of 2005. Offsetting the increase was the absence of the $162 million legal settlement benefit in the 2005 third quarter related to the purchase of Copelco, the $161 million gain on sale of the CitiCapital Transportation Finance business in the first quarter of 2005 and the absence of a $110 million gain in the 2005 first quarter related to the resolution of the Glendale litigation.

Operating expenses increased 5%, primarily reflecting the full-year impact of the acquisition of the Macy’s portfolio, higher volume-related expenses, increased investment spending on 303 new branch openings during the year (101 in Citibank and 202 in CitiFinancial), the impact of SFAS 123(R), costs associated with the launch of e-Savings, and the absence of a $23 million expense benefit due to the Copelco settlement recorded in 2005. This increase is partially offset by effective expense management and a decline in advertising and marketing expenses in Cards and lower expenses from the absence of the transportation finance business and severance costs in Commercial Business in 2005.

Provision for loan losses and for benefits and claims declined by 32% attributable primarily to a favorable credit environment which led to a continued decline in loan loss reserves in Cards, lower overall bankruptcy filings in 2006 in Retail Distribution and a loan loss reserve release of $63 million in Commercial Business. Also driving the decrease was the absence of a $165 million loan loss reserve build in the 2005 third quarter related to the reorganization of the former Consumer Finance business, and a reserve build in 2005 related to Hurricane Katrina of $110 million in CitiFinancial branches and the continued liquidation of non-core portfolios in Commercial Business. The net credit loss ratio for U.S. Consumer decreased 51 basis points to 1.19%.

Net income in 2006 also reflected a $229 million tax benefit resulting from the resolution of the 2006 Tax Audits.

U.S. CONSUMER OUTLOOK

In 2008, the U.S. Consumer businesses will continue to focus on expanding its customer base, offering an integrated and innovative set of products and services, and leveraging previous acquisitions and prior strategic investments. Revenues will be affected by customer demand, the level of interest rates, credit performance, as well as the stability of the U.S. capital markets, all of which are important to cards securitizations and asset valuations. The businesses will also focus on tight expense control, productivity improvements and effective credit management.

The U.S. Consumer business could be negatively affected as discussed under “Economic Environment” on page 5.

In addition, the U.S. Consumer business is expected to operate in a challenging credit and economic environment, due to expected deterioration in credit costs across all products, particularly in the first mortgage and second mortgage portfolios. In addition, higher levels of unemployment and bankruptcy filings and lower residential real estate prices are expected. Net credit losses, delinquencies and defaults are expected to continue to trend upwards.

25

International Consumer

International Consumer is composed of three businesses: Cards, Consumer Finance and Retail Banking. International Consumer operates in five geographies: Mexico, Latin America, EMEA, Japan, and Asia.

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Net interest revenue	$	15,619		$	12,866		$	12,180		21	%	6	%
Non-interest revenue		9,669			6,929			6,216		40		11
Revenues, net of interest expense	$	25,288		$	19,795		$	18,396		28	%	8	%
Operating expenses		13,550			11,201			9,520		21		18
Provisions for loan losses and for benefits     and claims		6,103			3,779			3,463		61		9
Income before taxes and minority interest	$	5,635		$	4,815		$	5,413		17	%	(11	)%
Income taxes		1,307			791			1,314		65		(40	)
Minority interest, net of taxes		135			7			1		NM		NM
Net income	$	4,193		$	4,017		$	4,098		4	%	(2	)%
Revenues, net of interest expense, by region:
Mexico	$	5,777		$	5,191		$	4,373		11	%	19	%
EMEA		6,649			5,387			5,201		23		4
Japan		2,797			2,455			3,251		14		(24	)
Asia		6,253			4,933			4,461		27		11
Latin America		3,812			1,829			1,110		NM		65
Total revenues	$	25,288		$	19,795		$	18,396		28		8	%
Net income by region:
Mexico	$	1,387		$	1,605		$	1,432		(14	)%	12	%
EMEA		504			725			374		(30	)	94
Japan		(126	)		119			706		NM		(83	)
Asia		1,749			1,366			1,350		28		1
Latin America		679			202			236		NM		(14	)
Total net income	$	4,193		$	4,017		$	4,098		4	%	(2	)%
Average assets (in billions of dollars)	$	226		$	183		$	167		23	%	10	%
Return on assets		1.86	%		2.20	%		2.45	%
Key indicators (in billions of dollars)
Average loans	$	143.6		$	114.8		$	106.5		25	%	8	%
Average deposits	$	170.0		$	147.5		$	136.3		15	%	8	%
Total branches (actual number)		4,982			4,669			4,064		7	%	15	%

NM Not meaningful.

26

2007 vs. 2006

Net interest revenue increased 21% overall, 29% after excluding the impact of Japan Consumer Finance. The increase was driven by a 25% growth in average receivables and a 15% growth in average deposits, including the impact of the acquisitions of GFU, Egg, and Grupo Cuscatlan, and the integration of the CrediCard portfolio. The positive impact of foreign currency translation also contributed to the revenue increase. Results in 2007 include a $261 million pretax charge in Japan Consumer Finance to increase reserves for estimated losses due to customer settlements.

Non-interest revenue increased 40%, primarily due to a 33% increase in Cards purchase sales, a 20% increase in investment product sales, increased ownership in Nikko Cordial, and gains on sales of non-core assets including a $729 million pretax gain on Redecard shares, a $507 million pretax gain on Visa International Inc. shares, a $313 million pretax gain on the sale of an ownership interest in Nikko Cordial’s Simplex Investment Advisors, and a pretax MasterCard gain of $113 million compared to a gain on the MasterCard IPO of $55 million in 2006. The positive impact of foreign currency translation also contributed to the revenue increase. The increase in non-interest revenue was partially offset by the absence of a prior-year gain on the sale of Avantel of $234 million.

Operating expenses increased 21%, reflecting acquisitions, increased ownership in Nikko Cordial, the integration of the CrediCard portfolio, volume growth across the products and regions, the impact of foreign currency translation and continued investment spending. During 2007, 510 Retail Banking and Consumer Finance branches were opened or acquired. The increase in 2007 expenses was partially offset by savings from structural expense initiatives announced in April 2007, and the absence of the charge related to the initial adoption of SFAS 123(R) in the first quarter of 2006.

Provisions for loan losses and for benefits and claims increased substantially, including a change in estimate of loan losses inherent in the loan portfolio but not yet visible in delinquency statistics, along with volume growth and credit deterioration in certain countries, the impact of recent acquisitions, and the increase in net credit losses in Japan Consumer Finance due to the continuing adverse operating environment and the impact of Japan consumer lending laws passed in the fourth quarter of 2006. Higher past-due accounts in Mexico cards and the integration of the CrediCard portfolio also contributed to the increase.

Net income was also affected by the absence of a prior-year APB 23 tax benefit of $288 million in Mexico, as well as the absence of a prior-year $99 million tax benefit resulting from the resolution of the 2006 Tax Audits.

2006 vs. 2005

Net interest revenue increased 6%, reflecting growth in average receivables and deposits of 8% each, and the integration of the CrediCard portfolio in Latin America. The results were negatively impacted by Japan Consumer Finance due to the changes in the operating environment and the passage of changes to consumer lending laws on December 13, 2006. The total impact included a $581 million pretax charge to increase reserves for estimated losses due to customer settlements. Excluding Japan, net interest revenue increased 15% from the prior year. The positive impact of foreign currency translation also contributed to the revenue increase.

Non-interest revenue increased 11%, reflecting an increase in investment product sales of 36%, a 17% increase in purchase sales, the integration of the CrediCard portfolio, the 2006 fourth quarter $234 million gain in Mexico on the sale of Avantel, a gain on the MasterCard IPO of $55 million in the 2006 second quarter, and higher insurance and other fees, partially offset by the absence of a prior-year gain on the sale of a merchant-acquiring business in EMEA of $95 million. The positive impact of foreign currency translation also contributed to the revenue increase. Assets under management grew by 20%.

Operating expenses increased, reflecting the integration of the CrediCard portfolio, volume growth across the regions, continued investment spending driven by 862 new Retail Banking and Consumer Finance branch openings, the adoption of SFAS 123(R), a $60 million pretax repositioning charge in Japan to close approximately 270 branches and 100 ALMs, the impact of foreign currency translation, the costs associated with the labor settlement in Korea, and the absence of prior-year expense credits related to Mexico VAT.

Provisions for loan losses and for benefits and claims increased primarily due to reserve builds and higher net credit losses in Japan Consumer Finance due to legislative and other actions affecting the consumer finance industry, target market expansion in Mexico cards, the industry-wide credit deterioration in Taiwan, the CrediCard integration in Latin America, and volume growth. The increase was partially offset by the absence of the 2005 charge of $490 million to standardize the loan write-off policy in EMEA, the 2005 increase of $127 million loan loss reserves in Germany retail banking to reflect increased experience with the effects of bankruptcy law liberalization, a $159 million gain from the sale of charged-off assets in Germany, and a $168 million loan loss reserve release in Korea related to improvements in the credit environment in this market.

Net income in 2006 also reflected higher APB 23 tax benefits of $288 million in Mexico, and a $99 million benefit from the resolution of the 2006 Tax Audits, partially offset by the absence of a 2005 third quarter Homeland Investment Act tax benefit of $61 million in Mexico.

27

INTERNATIONAL CONSUMER OUTLOOK

International Consumer is diversified across a number of geographies, product groups, and customer segments. In 2008, International Consumer expects to drive growth in loans, deposits and investment product sales from expanding its customer base through organic growth, investments in expanding the branch network, and the benefit from 2007 acquisitions. As a result, International Consumer expects earnings growth in 2008.

Revenues and credit costs are expected to be affected by global economic conditions, including the level of interest rates, the credit environment, unemployment rates, and political and regulatory developments in the U.S. and around the world.

The International Consumer business could be negatively affected by the “Economic Environment” discussed on page 5.

The Japan Consumer Finance business environment is expected to remain difficult. The impact of changes to consumer lending laws enacted in 2006 as well as deteriorating consumer credit conditions are expected to drive credit costs higher in the Japan Consumer Finance business. The Company will continue to actively monitor developments in customer refund claims and defaults, political developments and the way courts view grey zone claims, refunds and defaults. The Company continues to evaluate the positioning and prospects of the business as the environment changes.

In addition to Japan Consumer Finance, increased credit costs are expected across all international businesses as their growing portfolios season or mature, and are expected to be affected by economic and credit conditions in the U.S. and around the world.

28

MARKETS & BANKING

Markets & Banking provides a broad range of trading, investment banking, and commercial lending products and services to companies, governments, institutions and investors in approximately 100 countries. Markets & Banking includes Securities and Banking, Transaction Services and Other.

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Net interest revenue	$	12,312		$	8,492		$	8,100		45	%	5	%
Non-interest revenue		(1,790	)		18,695			15,763		NM		19
Revenues, net of interest expense	$	10,522		$	27,187		$	23,863		(61	)%	14	%
Operating expenses		19,588			17,119			14,133		14		21
Provision for credit losses		1,390			359			(42	)	NM		NM
Income (loss) before taxes and minority interest	$	(10,456	)	$	9,709		$	9,772		NM		(1	)%
Income taxes (benefits)		(5,216	)		2,528			2,818		NM		(10	)
Minority interest, net of taxes		13			54			59		(76	)%	(8	)
Net income (loss)	$	(5,253	)	$	7,127		$	6,895		NM		3	%
Revenues, net of interest expense, by region:
U.S.	$	(4,971	)	$	10,155		$	9,901		NM		3	%
Mexico		814			781			777		4	%	1
EMEA		4,235			8,757			6,849		(52	)	28
Japan		1,191			1,052			1,224		13		(14	)
Asia		6,496			4,714			3,697		38		28
Latin America		2,757			1,728			1,415		60		22
Total revenues	$	10,522		$	27,187		$	23,863		(61	)%	14	%
Total revenues, net of interest expense by product:
Securities and Banking	$	2,684		$	21,218		$	18,970		(87	)%	12	%
Transaction Services		7,840			5,971			4,891		31		22
Other		(2	)		(2	)		2		—		NM
Total revenues	$	10,522		$	27,187		$	23,863		(61	)%	14	%
Net income (loss) by region:
U.S.	$	(7,537	)	$	2,209		$	2,950		NM		(25	)%
Mexico		396			346			450		14	%	(23	)
EMEA		(1,902	)		2,011			1,130		NM		78
Japan		128			272			498		(53	)	(45	)
Asia		2,578			1,651			1,248		56		32
Latin America		1,084			638			619		70		3
Total net income (loss)	$	(5,253	)	$	7,127		$	6,895		NM		3	%
Net income (loss) by product:
Securities and Banking	$	(7,604	)	$	5,763		$	5,327		NM		8	%
Transaction Services		2,215			1,426			1,135		55	%	26
Other		136			(62	)		433		NM		NM
Total net income (loss)	$	(5,253	)	$	7,127		$	6,895		NM		3	%

NM Not meaningful.

29

2007 vs. 2006

Revenues, net of interest expense decreased 61% driven by $20.4 billion of pretax write-downs and losses related to deterioration in the mortgage-backed and credit markets. The losses consisted primarily of approximately $18.9 billion related to direct subprime-related exposures, of which approximately $14.2 billion was related to exposures in the most senior tranches of collateralized debt obligations, which are collateralized by asset-backed securities, derivatives on asset-backed securities or both. The losses were also driven by write-downs of approximately $1.5 billion pretax, net of underwriting fees, on funded and unfunded highly leveraged finance commitments. Of this amount, approximately $1.3 billion of impairment was recognized for transactions that had been funded as of December 31, 2007, and $0.2 billion of impairment was recognized on transactions that were unfunded as of December 31, 2007. Securities and Banking’s remaining $37.3 billion in U.S. subprime net direct exposure as at December 31, 2007 consisted of (a) approximately $8.0 billion of subprime-related exposures in its lending and structuring business and (b) approximately $29.3 billion of net exposures to the super senior tranches of collateralized debt obligations which are collateralized by asset-backed securities, derivatives on asset-backed securities or both. See “Exposure to Real Estate” on page 48 for a further discussion. The decreases were offset partially by increased revenues in Equity Markets, from cash trading and strong growth in equity finance, in Advisory from strong deal volumes, in Equity Underwriting and in Lending. Transaction Services revenues increased 31% reflecting growth in liability balances, transaction volumes and assets under custody mainly in Cash Management and Securities and Funds Services. Average liability balances grew 29% to $245 billion in 2007 vs. 2006 due to growth across all regions, reflecting positive flow from new and existing customers.

Operating expenses increased 14% due to higher business volumes, higher non-incentive compensation staff expenses and increased costs driven by The Bisys Group Inc., Nikko Cordial, Grupo Cuscatlan, and ATD acquisitions. Operating expenses also increased driven by the implementation of a headcount reduction plan to reduce ongoing expenses. This resulted in a $438 million pretax charge to compensation and benefits in connection with headcount reductions. Expense growth in 2007 was favorably affected by the absence of a $354 million charge related to the initial adoption of SFAS 123(R) in 2006 and a $300 million pretax release of litigation reserves in 2007.

The provision for credit losses increased approximately $1 billion, driven by higher net credit losses, mainly from loans with subprime-related direct exposure, and a higher net charge to increase loan loss and unfunded lending commitment reserves reflecting a slight weakening in overall portfolio credit quality, as well as loan loss reserves for specific counterparties. Subprime-related loans accounted for approximately $860 million of credit costs in 2007, of which $704 million was recorded in the fourth quarter.

2006 vs. 2005

Revenues, net of interest expense, increased, driven by broad-based growth across products, particularly in EMEA, Asia and Latin America. Fixed Income Markets revenue increases reflected growth in emerging markets trading, municipals, foreign exchange and credit products. Equity Markets revenues increased, driven by strong growth globally, including cash trading, derivatives products and convertibles. Investment Banking revenue growth was driven by higher debt and equity underwriting revenues and increased advisory fees. These gains were partially offset by a revenue decline in Lending, as improved credit conditions led to lower hedging results, the 2005 $386 million pretax gain on the sale of Nikko Cordial shares and lower revenue in Commodities. Transaction Services revenues increased 22%, mainly in Cash Management and Securities and Funds Services, driven by growth in customer liabilities, up $39 billion or 24%, and assets under custody, up $1.8 trillion or 21%. In addition, higher interest rates, increased volumes, and higher sales contributed to the growth.

Operating expenses were impacted by $764 million of SFAS 123(R) charges and higher production-related incentive compensation, as well as a growth in headcount and increased investment spending on strategic growth initiatives.

The provision for credit losses increased, reflecting growth in loans and unfunded lending commitments and an update to historical data used for certain loss estimates.

30

MARKETS & BANKING OUTLOOK

Markets & Banking (CMB) is significantly affected by the levels of activity in, and volatility of, the global capital markets, which are influenced by macroeconomic and political developments, among other factors. The CMB business could be negatively impacted by the “Economic Environment” discussed on page 5.

As 2008 begins to unfold, the market perception is that the credit environment will deteriorate. While corporate default rates are near historic lows, they are projected to increase in 2008. Classified loan exposures are on a rising trend and current credit markets negatively affect the backlog of leveraged loans continues to be an overhang for the business and the market. Deterioration in the U.S. mortgage market may continue and could impact the uncertainty of mortgage securities pricing and trading. Pricing in the leveraged loan market may also continue to decline.

In 2008, Securities and Banking initiatives will continue to focus on the delivery of financial solutions tailored to clients’ needs and the targeting of client segments with strong growth prospects. The development of additional global emerging markets leaders and the continued role of the sovereign wealth funds are likely to be major drivers of investment banking revenues and in particular cross-border mergers and acquisitions and associated capital raising. Revenues from derivatives and foreign exchange are also likely to benefit as clients seek to minimize the financial risk to their businesses from market volatility.

The business also intends to leverage its position to deliver global access to local markets. The business will continue its multi-year build-out of structured-products capabilities in equities, commodities and currencies, which began to show a contribution to Securities and Banking’s performance in 2007 and should become a platform for future growth.

In 2008, Transaction Services will focus on generating organic revenue and earnings growth, leveraging its strong global platform. The rising needs of emerging markets and of the world’s increasingly sophisticated capital markets are expected to continue to drive part of this growth, as well as clients’ continued consolidation of their cash management relationships. This business growth is expected to be partially offset by the impact of lower interest rates and potentially lower asset values.

Throughout 2008, CMB will look to optimize its portfolio of businesses by allocating capital to the higher-returning businesses and clients. In addition, further expense synergies are expected to be achieved through more re-engineering of operations and processes within CMB and across Citigroup as a whole.

In 2008, the business expects higher state and local tax expense than was incurred in 2007. The level will depend on the geographic mix of income. Partially offsetting this additional expense is an expected increase in benefits from tax-advantaged investments.

31

GLOBAL WEALTH MANAGEMENT

Global Wealth Management is composed of the Smith Barney Private Client businesses (including Citigroup Wealth Advisors, Nikko Cordial, Quilter and the legacy Citicorp Investment Services business), Citi Private Bank and Citi Investment Research.

In millions of dollars	2007		2006		2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Net interest revenue	$	2,174	$	1,922	$	1,695		13	%	13	%
Non-interest revenue		10,812		8,255		6,989		31		18
Revenues, net of interest expense	$	12,986	$	10,177	$	8,684		28	%	17	%
Operating expenses		9,806		8,006		6,696		22		20
Provision for loan losses		100		24		29		NM		(17	)
Income before taxes and minority interest	$	3,080	$	2,147	$	1,959		43	%	10	%
Income taxes		1,034		703		715		47		(2	)
Minority interest, net of taxes		72		—		—		—		—
Net income	$	1,974	$	1,444	$	1,244		37	%	16	%
Revenues, net of interest expense by region:
U.S.	$	9,787	$	8,793	$	7,628		11	%	15	%
Mexico		153		129		124		19		4
EMEA		543		331		295		64		12
Japan		1,244		—		(6	)	—		100
Asia		1,038		738		440		41		68
Latin America		221		186		203		19		(8	)
Total revenues	$	12,986	$	10,177	$	8,684		28	%	17	%
Net income (loss) by region:
U.S.	$	1,416	$	1,210	$	1,141		17	%	6	%
Mexico		46		36		44		28		(18	)
EMEA		77		23		8		NM		NM
Japan		95		—		(82	)	—		100
Asia		314		163		116		93		41
Latin America		26		12		17		NM		(29	)
Total net income	$	1,974	$	1,444	$	1,244		37	%	16	%
Key indicators: (in billions of dollars)
Total assets under fee-based management	$	507	$	399	$	346		27	%	15	%
Total client assets		1,784		1,438		1,310		24		10
Net client asset flows		15		14		29		7		(52	)
Financial advisors (FA) / bankers (actual number)		15,454		13,694		13,916		13		(2	)
Annualized revenue per FA / banker (in thousands of dollars)		880		740		679		19		9
Average deposits and other customer liability balances		117		104		93		13		12
Average loans		54		42		40		29		5

NM Not meaningful.

32

2007 vs. 2006

Revenues, net of interest expense, increased 28% primarily due to the impact of acquisitions; an increase in fee-based revenues reflecting the continued advisory-based strategy; an increase in international revenues driven by strong Capital Markets activity in Asia and growth in investments revenue in EMEA; as well as strong U.S. branch transactional revenue and syndicate sales.

Total client assets, including assets under fee-based management, increased $346 billion, or 24%, reflecting the inclusion of client assets from the Nikko Cordial and the Quilter acquisitions, as well as organic growth. Net flows increased slightly compared to the prior year. Global Wealth Management had 15,454 financial advisors/bankers as of December 31, 2007, compared with 13,694 as of December 31, 2006, driven by the Nikko Cordial and Quilter acquisitions, as well as hiring in the Private Bank.

Operating expenses increased 22% primarily due to the impact of acquisitions, higher variable compensation associated with the increase in revenues, increased customer activity and charges related to headcount reductions. Expense growth in 2007 was favorably affected by the absence of the charge related to the initial adoption of SFAS 123(R) in the first quarter of 2006.

The provision for loan losses increased $76 million in 2007, primarily driven by portfolio growth and a reserve for specific non-performing loans in the Private Bank.

Net income growth also reflected a $65 million APB 23 benefit in the Private Bank in 2007 and the absence of a $47 million tax benefit resulting from the resolution of 2006 Tax Audits.

2006 vs. 2005

Revenues, net of interest expense, increased 17% primarily due to an increase in fee-based and recurring revenues, reflecting the continued shift toward offering fee-based advisory products and services in Smith Barney. Smith Barney’s launch of the Tiered-Pricing Program in September 2006 also drove revenue growth, along with strength in the Managed Accounts, Mutual Fund and Annuity businesses. Strong growth in Asia led an increase in Private Bank net revenues, driven by an increase in transactional revenues from strong Capital Markets activity. Results also reflected the acquisition of Legg Mason in December 2005.

Total client assets increased $128 billion, or 10%. Total assets under fee-based management were up $53 billion, or 15%, driven by net client asset flows and positive market action. Net flows were down compared to the prior year primarily on client attrition. Global Wealth Management had 13,694 financial advisors/bankers as of December 31, 2006, compared with 13,916 as of December 31, 2005.

Operating expenses increased as the absence of Japan expenses was offset by higher compensation expense, including $373 million of SFAS 123(R) costs; investment spending to expand onshore markets; and integration costs of the Legg Mason retail brokerage business.

Citigroup Investment Research

Citigroup Investment Research provides independent client-focused research to individuals and institutions around the world. The majority of expense for this organization is charged to the Global Equities business in Securities and Banking and to Smith Barney.

GLOBAL WEALTH MANAGEMENT OUTLOOK

Global Wealth Management is affected by the levels of activity in the capital markets, which are influenced by macro-economic and political developments, among other factors.

The Global Wealth Management business could also be negatively impacted by the “Economic Environment” discussed on page 5.

In 2008, Global Wealth Management expects to see continued asset and revenue growth resulting from the 2007 investments in its wealth management platform, as well as from past acquisitions. However, declines in asset values due to economic conditions could adversely impact asset and revenue levels.

Investments are expected to continue in 2008 and will include initiatives intended to improve technology platforms, strengthen our global competitive position and improve Financial Advisor retention.

33

ALTERNATIVE INVESTMENTS

Alternative Investments (CAI) manages capital on behalf of Citigroup, as well as for third-party institutional and high-net-worth investors. CAI is an integrated alternative investment platform that manages a wide range of products across five asset classes, including private equity, hedge funds, real estate, structured products and managed futures.

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Net interest revenue	$	(11	)	$	259		$	261		NM		(1	)%
Non-interest revenue		2,114			2,642			3,169		(20	)%	(17	)
Total revenues, net of interest expense	$	2,103		$	2,901		$	3,430		(28	)%	(15	)%
Net realized and net change in unrealized gains	$	1,417		$	2,107		$	2,582		(33	)%	(18	)%
Fees, dividends and interest		262			449			509		(42	)	(12	)
Other		(200	)		(118	)		(1	)	(69	)	NM
Total proprietary investment activities revenues	$	1,479		$	2,438		$	3,090		(39	)%	(21	)%
Client revenues (1)		624			463			340		35		36
Total revenues, net of interest expense	$	2,103		$	2,901		$	3,430		(28	)%	(15	)%
Operating expenses		913			763			633		20		21
Provision for loan losses		—			(13	)		(2	)	NM		NM
Income before taxes and minority interest	$	1,190		$	2,151		$	2,799		(45	)%	(23	)%
Income taxes	$	431		$	706		$	950		(39	)%	(26	)%
Minority interest, net of taxes		87			169			412		(49	)	(59	)
Net income	$	672		$	1,276		$	1,437		(47	)%	(11	)%
Revenue by product:
Client (1)	$	624		$	463		$	340		35	%	36	%
Private Equity	$	1,660		$	1,743		$	2,563		(5	)%	(32	)%
Hedge Funds		(99	)		211			69		NM		NM
Other		(82	)		484			458		NM		6
Proprietary	$	1,479		$	2,438		$	3,090		(39	)%	(21	)%
Total	$	2,103		$	2,901		$	3,430		(28	)%	(15	)%
Key indicators: (in billions of dollars)
Capital under management:
Client	$	48.7		$	38.5		$	25.4		26	%	52	%
Proprietary		10.5			10.7			12.2		(2	)	(12	)
Total	$	59.2		$	49.2		$	37.6		20	%	31	%

(1) Includes fee income.

NM Not meaningful.

34

The Proprietary Portfolio of CAI consists of private equity, single- and multi-manager hedge funds, real estate and Legg Mason, Inc. (Legg Mason) preferred shares. Private equity, which constitutes the largest proprietary investments on both a direct and an indirect basis, is in the form of equity and mezzanine debt financing in companies across a broad range of industries worldwide, including investments in developing economies. Such investments include Citigroup Venture Capital International Brazil, LP (CVC/Brazil, formerly CVC/Opportunity Equity Partners, LP), which has invested primarily in companies privatized by the government of Brazil in the mid-1990s.

The Client Portfolio is composed of single- and multi-manager hedge funds, real estate, managed futures, private equity, and a variety of leveraged fixed income products (credit structures). Products are distributed to investors directly by CAI and through Citigroup GWM’s Private Bank and Smith Barney platform. Revenue includes management and performance fees earned on the portfolio.

Investments held by investment company subsidiaries (including CVC/Brazil) are carried at fair value, with the net change in unrealized gains and losses recorded in income. The Company’s investment in CVC/Brazil is subject to a variety of unresolved matters, including pending litigation involving some of its portfolio companies, which could affect future valuations of these companies. Certain private equity investments in companies located in developing economies that are not held in investment company subsidiaries are either carried at cost or accounted for by the equity method, with unrealized losses recognized in income for other-than-temporary declines in value. Investments classified as available-for-sale are carried at fair value with the net change in unrealized gains and losses recorded in equity as accumulated other comprehensive income, with unrealized losses recognized in income for other-than-temporary declines in value. All other investment activities are primarily carried at fair value, with the net change in unrealized gains and losses recorded in income.

The investment in Legg Mason resulted from the sale of Citigroup’s Asset Management business to Legg Mason on December 1, 2005. Sale proceeds included a combination of Legg Mason common and convertible preferred equity securities valued at $2.298 billion. The total equivalent number of common shares was 18.7 million, of which 10.3 million were sold in March 2006. No shares were sold during 2007 and 6.8 million shares were sold during 2008 up until February 21, 2008. As of February 21, 2008, Citigroup owns 1.6 million shares, of which 0.9 million shares are subject to cash-settled equity swaps at a strike price of $72 per share. The Legg Mason equity securities are classified on Citigroup’s Consolidated Balance Sheet as Trading account assets.

On July 2, 2007, the Company completed the acquisition of Old Lane Partners, LP and Old Lane Partners, GP, LLC (Old Lane). Old Lane is the manager of a global, multi-strategy hedge fund and a private equity fund with total assets under management and private equity commitments of approximately $4.5 billion.

Alternative Investments, through its Global Credit Structures investment center, is the investment manager for seven Structured Investment Vehicles (SIVs). On December 13, 2007, the Company announced its decision, not legally required, to commit to providing a support facility that would resolve uncertainties regarding senior debt repayment facing the Citi-advised SIVs. The Company’s decision was a response to the ratings review for a possible downgrade of the outstanding senior debt of the SIVs announced by two rating agencies, and the continued reduction of liquidity in the SIV-related asset-backed commercial paper and medium-term note markets. These markets are the traditional funding sources for the SIVs. The Company’s actions are designed to support the current ratings of the SIVs’ senior debt and to allow the SIVs to continue to pursue their current orderly asset reduction plan. As a result of this commitment, the Company became the SIVs’ primary beneficiary and consolidated the SIVs’ assets and liabilities onto its balance sheet. On February 12, 2008, Citigroup finalized the terms of the support facility, which takes the form of a commitment to provide mezzanine capital to the SIV vehicles in the event the market value of their capital notes approaches zero.

35

2007 vs. 2006

Revenues, net of interest expense, of $2.103 billion for 2007 decreased $798 million, or 28%.

Total proprietary revenues, net of interest expense, of $1.479 billion for 2007 were composed of revenues from private equity of $1.660 billion, other investment activity of $(82) million and hedge funds of $(99) million. Private equity revenue decreased $83 million from 2006, driven by lower gains and higher funding costs. Other investment activities revenue decreased $566 million from 2006, largely due to the 2006 liquidation of Citigroup’s investment in St. Paul shares and MetLife shares and a lower market value on Legg Mason shares in 2007. Hedge fund revenue decreased $310 million, largely due to lower investment performance. Client revenues increased $161 million, reflecting increased management fees from a 40% growth in average client capital under management, and the acquisition of Old Lane.

Operating expenses in 2007 of $913 million increased $150 million from 2006, primarily due to higher employee-related expenses and the acquisition of Old Lane.

Minority interest, net of taxes, in 2007 of $87 million decreased $82 million from 2006, primarily due to lower private equity gains related to underlying investments held by consolidated majority-owned legal entities. The impact of minority interest is reflected in fees, dividends, and interest, and net realized and net change in unrealized gains/(losses) consistent with proceeds received by minority interests.

Net income in 2006 reflects higher tax benefits including $58 million resulting from the resolution of the Federal Tax Audit in 2006.

Proprietary capital under management of $10.5 billion decreased approximately $200 million from 2006 due to capital reductions in certain hedge fund strategies partially offset by new investments in private equity.

Client capital under management of $48.7 billion in 2007 increased $10.2 billion from 2006, due to the acquisition of Old Lane and capital raised offset by lower investment performance in fixed income-oriented products.

2006 vs. 2005

Revenues, net of interest expense, of $2.901 billion for 2006 decreased $529 million, or 15%.

Total proprietary revenues, net of interest expense, were composed of revenues from private equity of $1.743 billion, other investment activity of $484 million and hedge funds of $211 million. Private equity revenue declined $820 million from 2005, primarily driven by the absence of prior-year gains

from the sale of portfolio assets. Other investment activities revenue increased $26 million from 2005, largely due to realized gains from the liquidation of Citigroup’s investment in MetLife shares and real estate investment returns, partially offset by lower realized gains from the sale of Citigroup’s investment in St. Paul shares. Hedge fund revenue increased $142 million, led by higher investment performance and an increased asset base. Client revenues increased $123 million, reflecting increased management and performance fees from a 39% growth in average client capital under management.

Operating expenses in 2006 increased from 2005, primarily due to higher employee-related expenses including the impact of SFAS 123(R).

Minority interest, net of taxes, declined on the absence of prior-year private equity gains related to underlying investments held by consolidated majority-owned legal entities. The impact of minority interest is reflected in fees, dividends, and interest, and net realized and net change in unrealized gains/(losses) consistent with proceeds received by minority interests.

Proprietary capital under management decreased $1.5 billion, primarily driven by the sale of Citigroup’s remaining holdings of St. Paul and MetLife shares and the partial sell down of Legg Mason shares in the first quarter of 2006, which were partially offset by investments in private equity and hedge funds.

Client capital under management increased $13.1 billion due to inflows from institutional and high-net-worth clients in private equity, real estate and hedge funds.

36

CORPORATE/OTHER

Corporate/Other includes treasury results, unallocated corporate expenses, offsets to certain line-item reclassifications reported in the business segments (intersegment eliminations), the results of discontinued operations, the cumulative effect of accounting change and unallocated taxes.

In millions of dollars	2007			2006			2005
Net interest revenue	$	(471	)	$	(486	)	$	(342	)
Non-interest revenue		(426	)		(463	)		(238	)
Revenues, net of interest expense	$	(897	)	$	(949	)	$	(580	)
Restructuring expense		1,528			—			—
Operating expenses		355			200			383
Provisions for loan losses and for benefits and claims		(1	)		6			(2	)
Loss from continuing operations before taxes, minority interest and cumulative effect of accounting change	$	(2,779	)	$	(1,155	)	$	(961	)
Income tax benefits		(1,077	)		(502	)		(309	)
Minority interest, net of taxes		(58	)		1			15
Loss from continuing operations before cumulative effect of accounting change	$	(1,644	)	$	(654	)	$	(667	)
Income from discontinued operations		—			289			4,832
Cumulative effect of accounting change		—			—			(49	)
Net income (loss)	$	(1,644	)	$	(365	)	$	4,116

2007 vs. 2006

Revenues, net of interest expense, improved primarily due to improved treasury results and a gain on the sale of certain corporate-owned assets, partially offset by higher intersegment eliminations.

Restructuring expenses. See Note 10 to the Consolidated Financial Statements on page 138 for details on the 2007 restructuring charge.

Other operating expenses increased primarily due to increased staffing, technology and other unallocated expenses, partially offset by higher intersegment eliminations.

Income tax benefits increased due to a higher pretax loss in 2007, offset by a prior-year tax reserve release of $69 million relating to the resolution of the 2006 Tax Audits.

Discontinued operations represent the operations in the Company’s Sale of the Asset Management Business and the Sale of the Life Insurance and Annuities Business. For 2006, income from discontinued operations included gains and tax benefits relating to the final settlement of the Life Insurance and Annuities and Asset Management Sale Transactions and a gain from the Sale of the Asset Management Business in Poland, as well as a tax reserve release of $76 million relating to the resolution of the 2006 Tax Audits. See Note 3 to the Consolidated Financial Statements on page 125.

2006 vs. 2005

Revenues, net of interest expense, declined primarily due to lower intersegment eliminations.

Operating expenses declined, primarily due to lower intersegment eliminations, partially offset by increased staffing and technology costs.

Income tax benefits increased due to a higher pretax loss in the current year, a tax reserve release of $61 million relating to the resolution of the Federal Tax Audit and a release of $8 million relating to the resolution of the New York Tax Audits.

Discontinued operations represent the operations in the Company’s Sale of the Asset Management Business and the Sale of the Life Insurance and Annuities Business. For 2006, income from discontinued operations included gains and tax benefits relating to the final settlement of the Life Insurance and Annuities and Asset Management Sale Transactions and a gain from the Sale of the Asset Management Business in Poland. Tax benefits included a tax reserve release of $59 million relating to the resolution of the Federal Tax Audit and a tax benefit of $17 million related to the resolution of the New York Tax Audits. See Note 3 to the Consolidated Financial Statements on page 125.

37

RISK FACTORS

Economic conditions. The profitability of Citigroup’s businesses may be affected by global and local economic conditions, such as the levels and liquidity of the global financial and other asset markets, the absolute and relative level and volatility of interest rates and equity prices, investor sentiment, inflation, and the availability and cost of credit.

The Company generally maintains large trading portfolios in the fixed income, currency, commodity and equity markets and has significant investment positions, including investments held by its private equity business. In addition, the Company periodically holds portfolios in advance of syndication or distribution activities. The revenues derived from these portfolios are directly affected by economic and market conditions (including without limitation through the valuation of these portfolios). The valuation of a significant portion of the trading portfolios is valued using models whose inputs are not observable in the market and are therefore based on management’s best estimate.

The credit quality of Citigroup’s on-balance-sheet assets and off-balance-sheet exposures is also affected by economic conditions, as more loan delinquencies would likely result in a higher level of charge-offs and increased provisions for credit losses, and lower levels of other revenues adversely affecting the Company’s earnings. The Company’s consumer businesses are particularly affected by factors such as: prevailing interest rates; the rate of unemployment; the level of consumer confidence; residential real estate values, especially in the U.S.; changes in consumer spending; and the number of personal bankruptcies.

Credit, market and market liquidity risk. As discussed above, the Company’s earnings may be impacted through its market risk and credit risk positions and by changes in economic conditions. In addition, Citigroup’s earnings are dependent upon the extent to which management can successfully implement effective risk management processes and manage its positions within the global markets. In particular environments, the Company may not be able to mitigate its risk exposures as effectively as desired, and may have unwanted exposures to certain risk factors.

The Company’s earnings are also dependent upon its ability to properly value financial instruments. In certain illiquid markets, processes to ascertain value and estimates of value, both of which require substantial elements of judgment, are required. The Company’s earnings are also dependent upon how effectively it assesses the cost of credit and manages its portfolio of risk concentrations. In addition to the direct impact of the successful management of these risk factors, management effectiveness is taken into consideration by the rating agencies, which determine the Company’s own credit ratings and thereby affect the Company’s cost of funds. Moreover, actions by third parties, such as rating agency downgrades of instruments to which the Company has exposure and independent actions by market participants, can result in reduced liquidity and valuations of those instruments.

Competition. Merger activity in the financial services industry has produced companies that are capable of offering a wide array of financial products and services at competitive prices. Globalization of the capital markets and financial services industries exposes Citigroup to competition at both the global and local levels. In addition, technological advances and the growth of e-commerce and regulatory developments have made it possible for non-depository institutions to offer products and services that

traditionally were banking products. Citigroup’s ability to grow its businesses, and therefore its earnings, is affected by these competitive pressures and is dependent on Citigroup’s ability to attract and retain talented and dedicated employees.

Country risk. Citigroup’s international revenues are subject to risk of loss from unfavorable political and diplomatic developments, currency fluctuations, social instability, and changes in governmental policies, including expropriation, nationalization, international ownership legislation, interest-rate caps and tax policies. In addition, revenues from the trading of international securities and investment in international securities may be subject to negative fluctuations as a result of the above factors. The impact of these fluctuations could be accentuated because certain international trading markets, particularly those in emerging market countries, are typically smaller, less liquid and more volatile than U.S. trading markets.

For geographic distributions of net income, see page 20. For a discussion of international loans, see Note 17 to the Consolidated Financial Statements on page 145 and “Country and Cross-Border Risk Management Process” on page 65.

Operational risk. Citigroup is exposed to many types of operational risk, including the risk of fraud by employees and outsiders, clerical and record-keeping errors, integration of numerous acquired businesses, and computer/telecommunications systems malfunctions. Given the high volume of transactions at Citigroup, certain errors may be repeated or compounded before they are discovered and rectified. In addition, the Company’s necessary dependence upon automated systems to record and process its transaction volume may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. The Company may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control (for example, natural disasters, acts of terrorism, epidemics, computer viruses, and electrical/telecommunications outages), which may give rise to losses in service to customers and/or monetary loss to the Company. All of these risks are also applicable where the Company relies on outside vendors to provide services to it and its customers.

Fiscal and monetary policies. The Company’s businesses and earnings are affected by the policies adopted by regulatory authorities and bodies of the United States and other governments. For example, in the United States, policies of the Federal Reserve Board directly influence the rate of interest paid by commercial banks on their interest-bearing deposits and also may affect the value of financial instruments held by the Company. In addition, such changes in monetary policy may affect the credit quality of the Company’s customers. The actions of the Federal Reserve Board and international central banking authorities directly impact the Company’s cost of funds for lending, capital raising and investment activities.

38

MANAGING GLOBAL RISK

Reputational and legal risk. Various issues may give rise to reputational risk and cause harm to the Company and its business prospects. These issues include appropriately dealing with potential conflicts of interest; legal and regulatory requirements; ethical issues; money laundering laws; privacy laws; information security policies; sales and trading practices; and conduct by companies in which we hold strategic investments or joint venture partners. Failure to address these issues appropriately could also give rise to additional legal risk to the Company, which could increase the number of litigation claims and the amount of damages asserted against the Company, or subject the Company to regulatory enforcement actions, fines and penalties.

Certain regulatory considerations. As a worldwide business, Citigroup and its subsidiaries are subject to extensive regulation, new legislation and changing accounting standards and interpretations thereof in many jurisdictions. Legislation is introduced, including tax, consumer protection, privacy and other legislation, from time to time in Congress, in the states and in foreign jurisdictions that may change banking and financial services laws and the operating environment of the Company and its subsidiaries in substantial and unpredictable ways. The Company cannot determine whether such legislation will be enacted and the ultimate effect that it would have on the Company’s results.

Citigroup’s risk management framework is designed to balance strong corporate oversight with well-defined independent risk management functions within each business.

The Citigroup Chief Risk Officer is responsible for:

• establishing standards for the measurement and reporting of risk,

• identifying and monitoring risk on a Company-wide basis,

• managing and compensating the senior independent risk managers,

• ensuring that the risk function has adequate staffing, analytics and expertise, and

• approving business-level risk management policies.

The risk managers supporting each of our businesses are responsible for establishing and implementing risk management policies and practices within their business, overseeing and critically evaluating the risk in their business, and for applying risk control policies that enhance and address the requirements of the business.

RISK AGGREGATION AND RISK CONVERGENCE

While the major risk factors are described individually on the following pages, these risks often need to be reviewed and managed in conjunction with one another and across the various businesses.

The Chief Risk Officer, as noted above, monitors and controls major risk exposures and concentrations across the organization. Specifically, this means looking at like risks across businesses (“risk aggregation”) and looking at the confluence of risk types within and across businesses (“risk convergence”).

During the course of 2007, including in the fourth quarter, Risk Management, working with input from the businesses and Finance, provided enhanced periodic updates to senior management and the Board of Directors on significant potential exposures across the Citigroup organization arising from risk concentrations (e.g., residential real estate), financial market participants (e.g., monoline insurers), and other systemic issues (e.g., commercial paper markets). These risk assessments are forward-looking exercises, intended to inform senior management and the Board of Directors about the potential economic impacts to Citi that may occur, directly or indirectly, as a result of hypothetical scenarios. These exercises are a supplement to the standard limit-setting and risk capital exercises described later in this section, as the risk assessment process incorporates events in the marketplace and within Citi that impact our outlook on the form, magnitude, correlation and timing of identified risks that may arise. In addition to enhancing awareness and understanding of potential exposures, these assessments then serve as the starting point for developing risk management and mitigation strategies.

RISK CAPITAL

Risk capital is defined as the amount of capital required to absorb potential unexpected economic losses resulting from extremely severe events over a one-year time period.

• “Economic losses” include losses that appear on the income statement and fair value adjustments to the financial statements, as well as any further declines in value not captured on the income statement.

• “Unexpected losses” are the difference between potential extremely severe losses and Citigroup’s expected (average) loss over a one-year time period.

• “Extremely severe” is defined as potential loss at a 99.97% confidence level, based on the distribution of observed events and scenario analysis.

The drivers of “economic losses” are risks, which can be broadly categorized as credit risk (including cross-border risk), market risk and operational risk:

39

• Credit risk losses primarily result from a borrower’s or counterparty’s inability to meet its obligations.

• Market risk losses arise from fluctuations in the market value of trading and non-trading positions, including changes in value resulting from fluctuations in rates.

• Operational risk losses result from inadequate or failed internal processes, people or systems or from external events.

These risks are measured and aggregated within businesses and across Citigroup to facilitate the understanding of the Company’s exposure to extreme downside events.

CREDIT RISK MANAGEMENT PROCESS

Credit risk is the potential for financial loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligations. Credit risk arises in many of the Company’s business activities, including:

• lending

• sales and trading

• derivatives

• securities transactions

• settlement

• when the Company acts as an intermediary on behalf of its clients and other third parties.

40

LOANS OUTSTANDING

In millions of dollars at year end	2007			2006 (2)			2005 (2)			2004 (2)			2003 (2)
Consumer loans
In U.S. offices:
Mortgage and real estate (1)	$	251,927		$	225,900		$	192,045		$	161,755		$	129,412
Installment, revolving credit, and other		140,797			131,008			127,432			134,128			135,993
Lease financing		3,151			4,743			5,095			6,030			8,523
	$	395,875		$	361,651		$	324,572		$	301,913		$	273,928
In offices outside the U.S.:
Mortgage and real estate (1)	$	55,152		$	44,457		$	39,619		$	39,601		$	28,743
Installment, revolving credit, and other		139,369			105,393			89,559			92,647			76,037
Lease financing		1,124			960			866			1,619			2,216
	$	195,645		$	150,810		$	130,044		$	133,867		$	106,996
	$	591,520		$	512,461		$	454,616		$	435,780		$	380,924
Unearned income		787			460			4			(554	)		(992	)
Consumer loans—net	$	592,307		$	512,921		$	454,620		$	435,226		$	379,932
Corporate loans
In U.S. offices:
Commercial and industrial	$	38,870		$	27,437		$	22,081		$	14,437		$	15,207
Lease financing		1,630			2,101			1,952			1,879			2,010
Mortgage and real estate (1)		2,220			168			29			100			95
	$	42,720		$	29,706		$	24,062		$	16,416		$	17,312
In offices outside the U.S.:
Commercial and industrial	$	116,145		$	105,872		$	80,116		$	77,052		$	62,884
Mortgage and real estate (1)		4,156			5,334			5,206			3,928			1,751
Loans to financial institutions		20,467			21,827			16,889			12,921			12,063
Lease financing		2,292			2,024			2,082			2,485			2,859
Governments and official institutions		442			1,857			882			1,100			1,496
	$	143,502		$	136,914		$	105,175		$	97,486		$	81,053
	$	186,222		$	166,620		$	129,237		$	113,902		$	98,365
Unearned income		(536	)		(349	)		(354	)		(299	)		(291	)
Corporate loans—net	$	185,686		$	166,271		$	128,883		$	113,603		$	98,074
Total loans—net of unearned income	$	777,993		$	679,192		$	583,503		$	548,829		$	478,006
Allowance for loan losses—on drawn exposures		(16,117	)		(8,940	)		(9,782	)		(11,269	)		(12,643	)
Total loans—net of unearned income     and allowance for credit losses	$	761,876		$	670,252		$	573,721		$	537,560		$	465,363
Allowance for loan losses as a percentage of total loans—     net of unearned income		2.07	%		1.32	%		1.68	%		2.05	%		2.64	%

(1) Loans secured primarily by real estate.

(2) Reclassified to conform to current year’s presentation.

OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS

In millions of dollars at year end	2007		2006		2005		2004		2003
Other real estate owned (1)(2)
Consumer	$	707	$	385	$	279	$	320	$	437
Corporate		512		316		150		126		105
Total other real estate owned	$	1,219	$	701	$	429	$	446	$	542
Other repossessed assets (3)	$	99	$	75	$	62	$	93	$	151

(1) Represents repossessed real estate, carried at lower of cost or fair value less costs to sell.

(2) Includes the impact of foreclosures on subprime residential mortgages in the U.S. real estate portfolio.

(3) Primarily commercial transportation equipment and manufactured housing, carried at lower of cost or fair value less costs to sell.

41

DETAILS OF CREDIT LOSS EXPERIENCE

In millions of dollars at year end	2007			2006			2005			2004			2003
Allowance for loan losses at beginning of year	$	8,940		$	9,782		$	11,269		$	12,643		$	11,101
Provision for loan losses
Consumer		16,191		$	6,636		$	8,224		$	7,205		$	7,316
Corporate		1,233			102			(295	)		(972	)		730
	$	17,424		$	6,738		$	7,929		$	6,233		$	8,046
Gross credit losses
Consumer (1)
In U.S. offices	$	5,850		$	4,510		$	5,922		$	6,937		$	5,783
In offices outside the U.S.		5,905			4,717			4,664			3,304			3,270
Corporate
Mortgage and real estate
In U.S. offices		—			—			—			—			—
In offices outside the U.S.		3			1			—			6			27
Governments and official institutions outside the U.S.		—			—			—			—			111
Loans to financial institutions
In U.S. offices		—			—			—			—			—
In offices outside the U.S.		69			6			10			3			13
Commercial and industrial
In U.S. offices		632			85			78			52			383
In offices outside the U.S.		241			222			287			571			939
	$	12,700		$	9,541		$	10,961		$	10,873		$	10,526
Credit recoveries
Consumer (1)
In U.S. offices	$	723		$	691		$	1,061		$	1,079		$	763
In offices outside the U.S.		1,249			1,274			842			691			735
Corporate
Mortgage and real estate
In U.S. offices		3			1			—			—			—
In offices outside the U.S.		—			18			5			3			1
Governments and official institutions outside the U.S.		4			7			55			1			—
Loans to financial institutions
In U.S. offices		—			—			—			6			—
In offices outside the U.S.		1			4			15			35			12
Commercial and industrial
In U.S. offices		49			20			104			100			34
In offices outside the U.S.		220			182			473			357			215
	$	2,249		$	2,197		$	2,555		$	2,272		$	1,760
Net credit losses
In U.S. offices	$	5,707		$	3,883		$	4,835		$	5,804		$	5,369
In offices outside the U.S.		4,744			3,461			3,571			2,797			3,397
Total	$	10,451		$	7,344		$	8,406		$	8,601		$	8,766
Other—net (2)	$	204		$	(236	)	$	(1,010	)	$	994		$	2,262
Allowance for loan losses at end of year	$	16,117		$	8,940		$	9,782		$	11,269		$	12,643
Allowance for unfunded lending commitments (3)	$	1,250		$	1,100		$	850		$	600		$	600
Total allowance for loans, leases and unfunded lending commitments	$	17,367		$	10,040		$	10,632		$	11,869		$	13,243
Net consumer credit losses	$	9,783		$	7,262		$	8,683		$	8,471		$	7,555
As a percentage of average consumer loans		1.78	%		1.52	%		2.01	%		2.13	%		2.22	%
Net corporate credit losses/(recoveries)	$	668		$	82		$	(277	)	$	130		$	1,211
As a percentage of average corporate loans		0.35	%		0.05	%		NM			0.11	%		1.17	%

(1) Consumer credit losses primarily relate to U.S. mortgages, revolving credit and installment loans. Recoveries primarily relate to revolving credit and installment loans.

(2) 2007 primarily includes reductions to the loan loss reserve of $475 million related to securitizations and transfers to loans held-for-sale, reductions of $83 million related to the transfer of the U.K. CitiFinancial portfolio to held-for-sale, and additions of $610 million related to the acquisition of Egg, Nikko Cordial, Grupo Cuscatlan and Grupo Financiero Uno. 2006 primarily includes reductions to the loan loss reserve of $429 million related to securitizations and portfolio sales and the addition of $84 million related to the acquisition of the CrediCard portfolio. 2005 primarily includes reductions to the loan loss reserve of $584 million related to securitizations and portfolio sales, a reduction of $110 million related to purchase accounting adjustments from the KorAm acquisition, and a reduction of $90 million from the sale of CitiCapital’s transportation portfolio. 2004 primarily includes the addition of $715 million of loan loss reserves related to the acquisition of KorAm and the addition of $148 million of loan loss reserves related to the acquisition of WMF. 2003 primarily includes the addition of $2.1 billion of loan loss reserves related to the acquisition of the Sears credit card business.

(3) Represents additional credit loss reserves for unfunded corporate lending commitments and letters of credit recorded with Other Liabilities on the Consolidated Balance Sheet.

NM Not meaningful.

42

CASH-BASIS, RENEGOTIATED, AND PAST DUE LOANS

In millions of dollars at year end	2007		2006		2005		2004		2003
Corporate cash-basis loans (1)
Collateral dependent (at lower of cost or collateral value)	$	11	$	19	$	6	$	7	$	8
Other (2)		1,747		516		998		1,899		3,411
Total	$	1,758	$	535	$	1,004	$	1,906	$	3,419
Corporate cash-basis loans (1)
In U.S. offices	$	266	$	128	$	81	$	254	$	640
In offices outside the U.S.		1,492		407		923		1,652		2,779
Total	$	1,758	$	535	$	1,004	$	1,906	$	3,419
Renegotiated loans (includes Corporate and Commercial Business Loans)
In U.S. offices	$	58	$	4	$	22	$	63	$	107
In offices outside the U.S.		60		18		10		20		33
Total	$	118	$	22	$	32	$	83	$	140
Consumer loans on which accrual of interest had been suspended (3)(4)
In U.S. offices	$	4,857	$	2,490	$	2,307	$	2,485	$	3,127
In offices outside the U.S.		2,353		2,022		1,713		2,978		2,958
Total	$	7,210	$	4,512	$	4,020	$	5,463	$	6,085
Accruing loans 90 or more days delinquent (5) (6)
In U.S. offices	$	2,723	$	2,260	$	2,886	$	3,153	$	3,298
In offices outside the U.S.		701		524		391		401		576
Total	$	3,424	$	2,784	$	3,277	$	3,554	$	3,874

(1) Excludes purchased distressed loans as they are accreting interest in accordance with Statement of Position 03-3, “Accounting for Certain Loans on Debt Securities Acquired in a Transfer” (SOP 03-3). Prior to 2004, these loans were classified with Other Assets. The carrying value of these loans was $2.399 billion at December 31, 2007, $949 million at December 31, 2006 and $1,120 million at December 31, 2005 and $1,213 million at December 31, 2004. The balance in 2003 was immaterial.

(2) Includes the impact of subprime activity in the U.S. and U.K.

(3) From December 31, 2005 forward, balance includes the impact of the change in the EMEA Consumer Write-Off Policy.

(4) Includes the impact of the deterioration in the U.S. consumer real estate market.

(5) The December 31, 2004 balance includes the Principal Residential Mortgage Inc. (PRMI) data. The December 31, 2003 balance includes the Sears and Home Depot data.

(6) Substantially composed of consumer loans of which $2.454 billion, $1.436 billion, $1.591 billion, $1.867 billion, and $1.643 billion are government-guaranteed student loans and Federal Housing Authority mortgages at December 31, 2007, 2006, 2005, 2004, and 2003, respectively.

FOREGONE INTEREST REVENUE ON LOANS ⁽¹⁾

In millions of dollars	In U.S. offices		In non- U.S. offices		2007 total
Interest revenue that would have been     accrued at original contractual rates (2)	$	379	$	520	$	899
Amount recognized as interest revenue (2)		58		227		285
Foregone interest revenue	$	321	$	293	$	614

(1) Relates to corporate cash-basis, renegotiated loans and consumer loans on which accrual of interest had been suspended.

(2) Interest revenue in offices outside the U.S. may reflect prevailing local interest rates, including the effects of inflation and monetary correction in certain countries.

43

CONSUMER CREDIT RISK

Within Global Consumer, credit risk management is responsible for establishing the Global Consumer Credit Policy, approving business-specific policies and procedures, monitoring business risk management performance, providing ongoing assessment of portfolio credit risk, ensuring the appropriate level of loan loss reserves, and approving new products and new risks.

Approval policies for a product or business are tailored to internal profitability and credit risk portfolio performance.

CONSUMER PORTFOLIO REVIEW

Citigroup’s consumer loan portfolio is comparatively diversified by both product and location.

In the Consumer portfolio, credit loss experience is often expressed in terms of annualized net credit losses as a percentage of average loans. Consumer loans are generally written off no later than a predetermined number of days past due on a contractual basis, or earlier in the event of bankruptcy.

U.S. Commercial Business includes loans and leases made principally to small and middle market businesses. These are placed on a non-accrual basis when it is determined that the payment of interest or principal is past due for 90 days or more, except when the loan is well secured and in the process of collection.

The following table summarizes delinquency and net credit loss experience in both the managed and on-balance-sheet consumer loan portfolios. The managed loan portfolio includes held-for-sale and securitized credit card receivables. Only U.S. Cards from a product view and U.S. from a regional view are impacted. Although a managed basis presentation is not in conformity with GAAP, the Company believes managed credit statistics provide a representation of performance and key indicators of the credit card business that are consistent with the way management reviews operating performance and allocates resources. For example, the U.S. Cards business considers both on-balance-sheet and securitized balances (together, its managed portfolio) when determining capital allocation and general management decisions and compensation. Furthermore, investors use information about the credit quality of the entire managed portfolio, as the results of both the on-balance-sheet and securitized portfolios impact the overall performance of the U.S. Cards business. For a further discussion of managed-basis reporting, see Note 23 to the Consolidated Financial Statements on page 156.

44

Consumer Loan Delinquency Amounts, Net Credit Losses, and Ratios

In millions of dollars, except total and average loan amounts in billions	Total loans		90 days or more past due (1)									Average loans		Net credit losses (1)
Product View:	2007		2007			2006			2005			2007		2007			2006			2005
U.S.:
U.S. Cards	$	42.0	$	779		$	718		$	1,161		$	38.7	$	1,841		$	1,788		$	2,737
Ratio				1.85	%		1.61	%		2.56	%				4.76	%		4.23	%		5.83	%
U.S. Retail Distribution		58.1		1,146			834			818			52.2		1,562			1,186			1,404
Ratio				1.97	%		1.73	%		1.94	%				2.99	%		2.67	%		3.48	%
U.S. Consumer Lending		231.1		5,354			2,870			2,624			223.9		1,646			787			673
Ratio				2.32	%		1.36	%		1.45	%				0.74	%		0.40	%		0.40	%
U.S. Commercial Business (2)		39.1		179			149			155			37.7		83			57			48
Ratio				0.46	%		0.41	%		0.46	%				0.22	%		0.16	%		0.15	%
International:
International Cards		46.5		1,041			709			469			39.0		1,837			1,300			667
Ratio				2.24	%		2.29	%		1.95	%				4.71	%		4.84	%		2.97	%
International Consumer Finance		26.2		529			608			442			25.8		1,839			1,411			1,284
Ratio				2.02	%		2.43	%		2.03	%				7.12	%		5.92	%		5.75	%
International Retail Banking		87.7		783			667			779			78.8		975			737			1,882
Ratio				0.89	%		0.97	%		1.29	%				1.24	%		1.15	%		3.05	%
Private Bank (3)		57.2		30			21			79			50.5		—			(4	)		(8	)
Ratio				0.05	%		0.05	%		0.20	%				0.00	%		(0.01	)%		(0.02	)%
Other Consumer Loans		5.4		—			—			47			3.5		—			—			(4	)
On-Balance-Sheet Loans (4)	$	593.3	$	9,841		$	6,576		$	6,574		$	550.1	$	9,783		$	7,262		$	8,683
Ratio				1.66	%		1.29	%		1.46	%				1.78	%		1.52	%		2.01	%
Securitized receivables (all in U.S. Cards)	$	108.1	$	1,864		$	1,616		$	1,314		$	98.9	$	4,752		$	3,985		$	5,326
Credit card receivables held-for-sale (5)		1.0		14			—			—			3.0		—			5			28
Managed Loans (6)	$	702.4	$	11,719		$	8,192		$	7,888		$	652.0	$	14,535		$	11,252		$	14,037
Ratio				1.67	%		1.34	%		1.44	%				2.23	%		1.96	%		2.69	%
Regional View:
U.S.	$	410.1	$	7,484		$	4,584		$	4,857		$	386.7	$	5,134		$	3,820		$	4,860
Ratio				1.83	%		1.24	%		1.47	%				1.33	%		1.10	%		1.56	%
Mexico		19.4		743			625			624			17.9		770			511			284
Ratio				3.83	%		3.78	%		4.21	%				4.30	%		3.34	%		2.13	%
EMEA		64.6		640			574			499			56.8		1,329			1,065			2,132
Ratio				0.99	%		1.32	%		1.39	%				2.34	%		2.68	%		5.62	%
Japan		10.5		196			235			182			11.1		1,284			1,033			1,016
Ratio				1.88	%		2.08	%		1.56	%				11.62	%		8.83	%		7.43	%
Asia		76.6		513			439			376			68.0		760			644			404
Ratio				0.67	%		0.71	%		0.70	%				1.12	%		1.13	%		0.75	%
Latin America		12.1		265			119			36			9.6		506			189			(13	)
Ratio				2.20	%		1.84	%		0.93	%				5.26	%		3.63	%		(0.38	)%
On-Balance-Sheet Loans (4)	$	593.3	$	9,841		$	6,576		$	6,574		$	550.1	$	9,783		$	7,262		$	8,683
Ratio				1.66	%		1.29	%		1.46	%				1.78	%		1.52	%		2.01	%
Securitized receivables (all in U.S. Cards)	$	108.1	$	1,864		$	1,616		$	1,314		$	98.9	$	4,752		$	3,985		$	5,326
Credit card receivables held-for-sale (5)		1.0		14			—			—			3.0		—			5			28
Managed Loans (6)	$	702.4	$	11,719		$	8,192		$	7,888		$	652.0	$	14,535		$	11,252		$	14,037
Ratio				1.67	%		1.34	%		1.44	%				2.23	%		1.96	%		2.69	%

(1) The ratios of 90 days or more past due and net credit losses are calculated based on end-of-period and average loans, respectively, both net of unearned income.

(2) U.S. Commercial Business’ total loans include $20.4 billion of loans related to commercial real estate.

(3) Private Bank results are reported as part of the Global Wealth Management segment.

(4) Total loans and total average loans exclude certain interest and fees on credit cards of approximately $3 billion and $2 billion, respectively, which are included in Consumer Loans on the Consolidated Balance Sheet.

(5) Included in Other Assets on the Consolidated Balance Sheet.

(6) This table presents credit information on a held basis and shows the impact of securitizations to reconcile to a managed basis. Only U.S. Cards from a product view, and U.S. from a regional view, are affected. Managed-basis reporting is a non-GAAP measure. Held-basis reporting is the related GAAP measure. See a discussion of managed-basis reporting on page 44.

45

Consumer Loan Balances, Net of Unearned Income

	End of period						Average
In billions of dollars	2007		2006		2005		2007		2006		2005
On-balance-sheet (1)	$	593.3	$	510.8	$	450.6	$	550.1	$	477.4	$	432.8
Securitized receivables (all in U.S. Cards)		108.1		99.5		96.2		98.9		96.4		89.2
Credit card receivables held-for-sale (2)		1.0		—		—		3.0		0.3		0.4
Total managed (3)	$	702.4	$	610.3	$	546.8	$	652.0	$	574.1	$	522.4

(1) Total loans and total average loans exclude certain interest and fees on credit cards of approximately $3 billion and $2 billion, respectively, for 2007, $2 billion and $3 billion, respectively, for 2006, and $4 billion and $4 billion, respectively, for 2005, which are included in Consumer Loans on the Consolidated Balance Sheet.

(2) Included in Other Assets on the Consolidated Balance Sheet.

(3) This table presents loan information on a held basis and shows the impact of securitization to reconcile to a managed basis. Managed-basis reporting is a non-GAAP measure. Held-basis reporting is the related GAAP measure. See a discussion of managed-basis reporting on page 44.

Citigroup’s total allowance for loans, leases and unfunded lending commitments of $17.367 billion is available to absorb probable credit losses inherent in the entire portfolio. For analytical purposes only, the portion of Citigroup’s allowance for loan losses attributed to the Consumer portfolio was $12.394 billion at December 31, 2007, $6.006 billion at December 31, 2006 and $6.922 billion at December 31, 2005. The increase in the allowance for loan losses from December 31, 2006 of $6.388 billion included net builds of $6.408 billion.

The builds consisted of $6.310 billion in Global Consumer ($5.028 billion in U.S. Consumer and $1.282 billion in International Consumer), and $100 million in Global Wealth Management.

The build of $5.028 billion in U.S. Consumer primarily reflected an increase in the estimate of losses embedded in the portfolio based on weakening leading credit indicators, including increased delinquencies on first and second mortgages, unsecured personal loans, credit cards, and auto loans. Also, the build reflected trends in the U.S. macroeconomic environment, including the housing market downturn, and portfolio growth. The build of $1.282 billion in International Consumer primarily reflected portfolio growth and the impact of recent acquisitions and deterioration in certain countries. The credit environment in International Consumer remained generally stable.

On-balance-sheet consumer loans of $593.3 billion increased $82.5 billion, or 16%, from December 31, 2006, primarily driven by U.S.

Consumer Lending, U.S. Retail Distribution, International Cards, International Retail Banking and Private Bank. Net credit losses, delinquencies and the related ratios are affected by the credit performance of the portfolios, including bankruptcies, unemployment, global economic conditions, portfolio growth and seasonal factors, as well as macro-economic and regulatory policies.

Consumer Credit Outlook

Consumer credit losses in 2008 are expected to increase from prior-year levels due to the following:

• Continued deterioration in the U.S. housing market is expected to drive higher losses in the first mortgage and second mortgage portfolios.

• Higher levels of delinquencies and bankruptcy filings are expected to drive higher losses in U.S. Cards and U.S. Retail Distribution.

• Increased credit costs in International Cards, International Consumer Finance, excluding Japan, and International Retail Banking as their growing portfolios season or mature and may be affected by economic and credit conditions in the U.S. and around the world.

• The difficult credit environment in the Japan Consumer Finance business from the impact of changes to consumer lending laws enacted in 2006, as well as deteriorating consumer credit conditions in Japan are expected to drive higher credit costs.

46

Interest Rate Risk Associated with Consumer Mortgage Lending Activity

Citigroup originates and funds mortgage loans. As with all other lending activity, this exposes Citigroup to several risks, including credit, liquidity and interest rate risks. To manage credit and liquidity risk, Citigroup sells most of the mortgage loans it originates, but retains the servicing rights. These sale transactions create an intangible asset referred to as mortgage servicing rights (MSRs). The fair value of this asset is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. Thus, by retaining the servicing rights of sold mortgage loans, Citigroup is still exposed to interest rate risk.

In managing this risk, Citigroup hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase commitments of mortgage-backed securities, and purchased securities classified as available-for-sale or trading (primarily fixed income debt, such as U.S. government and agencies obligations, and mortgage-backed securities including principal-only strips).

Since the change in the value of these hedging instruments does not perfectly match the change in the value of the MSRs, Citigroup is still exposed to what is commonly referred to as “basis risk.” Citigroup manages this risk by reviewing the mix of the various hedging instruments referred to above on a daily basis.

Prior to January 1, 2006, the portion of the MSRs that was hedged with instruments qualifying for hedge accounting under SFAS 133 was recorded at

fair value. The remaining portion of the MSRs, which was hedged with instruments that did not qualify for hedge accounting under SFAS 133 or were unhedged, were accounted for at the lower-of-cost-or-market. With the adoption of SFAS No. 156, “Accounting for Servicing of Financial Assets” (SFAS 156), as of January 1, 2006, the Company records all MSRs at fair value.

Citigroup’s MSRs totaled $8.380 billion and $5.439 billion at December 31, 2007 and 2006, respectively. For additional information about the Company’s MSRs, see Note 19 to the Consolidated Financial Statements on page 147.

As part of the mortgage lending activity, Citigroup commonly enters into purchase commitments to fund residential mortgage loans at specific interest rates within a given period of time, generally up to 60 days after the rate has been set. If the resulting loans from these commitments will be classified as loans-held-for-sale, Citigroup accounts for the commitments as derivatives under SFAS 133. Accordingly, changes in the fair value of these commitments, which are driven by changes in mortgage interest rates, are recognized in current earnings after taking into consideration the likelihood that the commitment will be funded. However, a value is not assigned to the MSRs until after the loans have been funded and sold.

Citigroup hedges its exposure to the change in the value of these commitments by utilizing hedging instruments similar to those referred to above.

47

EXPOSURE TO REAL ESTATE

Subprime-Related Exposure in Securities and Banking

The following table summarizes Citigroup’s U.S. subprime-related direct exposures in Securities and Banking (S&B) at September 30, 2007 and December 31, 2007:

In billions of dollars	September 30, 2007 exposures		Fourth quarter 2007 write-downs			Fourth quarter 2007 sales/transfers			December 31, 2007 exposures
Direct ABS CDO Super Senior Exposures:
Gross ABS CDO Super Senior Exposures (A)	$	53.4							$	39.8
Hedged Exposures (B)		10.5								10.5
Net ABS CDO Super Senior Exposures:
ABCP/CDO (1)	$	24.9	$	(4.3	)	$	0.0		$	20.6
High grade		9.5		(4.9	) (2)		0.3			4.9
Mezzanine		8.3		(5.2	) (2)		0.5			3.6
ABS CDO-squared		0.2		0.1			0.0			0.2
Total Net ABS CDO Super Senior Exposures (A-B=C)	$	42.9	$	(14.3	)	$	0.8		$	29.3
Lending & Structuring Exposures:
CDO warehousing/unsold tranches of ABS CDOs	$	2.7	$	(2.6	)	$	0.0		$	0.2
Subprime loans purchased for sale or securitization		4.2		(0.2	)		0.0			4.0
Financing transactions secured by subprime		4.8		(0.1	)  (2)		(0.9	)		3.8
Total Lending and Structuring Exposures (D)	$	11.7	$	(2.9	)	$	(0.9	)	$	8.0
Total Net Exposures	$	54.6	$	(17.2	)	$	(0.1	)	$	37.3
Credit Adjustment on Hedged Counterparty Exposures (E)			$	(0.9	)
Total Net Write-Downs (C+D+E)			$	(18.1	)

(1) Primarily backed by high-grade ABS CDOs. During the fourth quarter of 2007, the CDOs which collateralized the ABCP were consolidated on Citigroup’s balance sheet.

(2) Fair value adjustment related to counterparty credit risk. Includes an aggregate $704 million recorded in credit costs.

Subprime-Related Exposure in Securities and Banking

The Company had approximately $37.3 billion in net U.S. subprime-related direct exposures in its Securities and Banking business at December 31, 2007.

The exposure consisted of (a) approximately $29.3 billion of net exposures in the super senior tranches (i.e., most senior tranches) of collateralized debt obligations which are collateralized by asset-backed securities, derivatives on asset-backed securities or both (ABS CDOs), and (b) approximately $8.0 billion of subprime-related exposures in its lending and structuring business.

Direct ABS CDO Super Senior Exposures

The net $29.3 billion in ABS CDO super senior exposures as of December 31, 2007 is collateralized primarily by subprime residential mortgage-backed securities (RMBS), derivatives on RMBS or both. These exposures include $20.6 billion in commercial paper (ABCP) issued as the super senior tranches of ABS CDOs and approximately $8.7 billion of other super senior tranches of ABS CDOs.

Citigroup’s CDO super senior subprime direct exposures are Level 3 assets and are subject to valuation based on significant unobservable inputs. Accordingly, fair value of these exposures is based on estimates. The Company’s estimation process involves use of an intrinsic cash flow methodology. During the course of the fourth quarter the methodology has been refined, and inputs used for the purposes of estimation have been

modified in part to reflect ongoing unfavorable market developments. The methodology takes into account estimated housing price changes, unemployment rates, interest rates and borrower attributes such as age, credit scores, documentation status, loan-to-value (LTV) ratios, and debt-to-income (DTI) ratios in order to model future collateral cash flows. In addition, the methodology takes into account estimates of the impact of geographic concentration of mortgages, estimated impact of reported fraud in the origination of subprime mortgages and the application of discount rates for each level of exposure, the fair value of which is being estimated. The primary drivers that will impact the super senior valuations are housing prices, interest and unemployment rates as well as the discount rates used to present value projected cash flows.

Estimates of the fair value of the CDO super senior exposures depend on market conditions and are subject to further change over time. In addition, while Citigroup believes that the methodology used to value these exposures is reasonable, the methodology is subject to continuing refinement, including as a result of market developments. Further, any observable transactions in respect of some or all of these exposures could be employed in the fair valuation process in accordance with and in the manner called for by SFAS 157.

48

Lending and Structuring Exposures

The $8.0 billion of subprime-related exposures includes approximately $0.2 billion of CDO warehouse inventory and unsold tranches of ABS CDOs, approximately $4.0 billion of actively managed subprime loans purchased for resale or securitization, at a discount to par, during 2007, and approximately $3.8 billion of financing transactions with customers secured by subprime collateral. These amounts represent fair value determined based on observable inputs and other market data. As a result of the downgrades and market developments during the fourth quarter of 2007, the fair value of the CDO warehouse inventory and unsold tranches of ABS CDOs declined significantly, while the declines in the fair value of the other subprime-related exposures in the lending and structuring business was not significant.

S&B also has trading positions, both long and short, in U.S. subprime RMBS and related products, including ABS CDOs, which are not included in the figures above. The exposure from these positions is actively managed and hedged, although the effectiveness of the hedging products used may vary with material changes in market conditions.

The American Securitization Forum (ASF) and Treasury Secretary Henry Paulson have created a framework for freezing interest rates at their introductory levels for certain eligible borrowers whose subprime residential mortgage loans have been securitized. The accounting for Citigroup’s mortgage QSPEs will not be directly affected by loans modified in accordance with the ASF framework, since it would be reasonable to conclude that defaults on such loans are “reasonably foreseeable” in the absence of any modification. At December 31, 2007, Global Consumer had $4.4 billion of such nonsecuritized mortgage loans.

49

U.S. Consumer Mortgage Lending

The Company’s U.S. Consumer mortgage portfolio consists of both first and second mortgages, originated primarily by the U.S. Consumer Lending and U.S. Retail Distribution businesses. As of December 31, 2007, the first mortgage portfolio totaled approximately $150 billion while the second mortgage portfolio was approximately $63 billion. Approximately 84% of the first mortgage portfolio had FICO (Fair Isaac Corporation) credit scores of at least 620 at origination; the remainder was originated with FICO scores of less than 620. In the second mortgage portfolio, the majority of loans are in the higher FICO categories. However, approximately 33% of that portfolio had loan-to-value ratios (LTVs) of 90% or more at origination.

In some cases, some specific portfolios have been excluded from or added to the information presented, generally due to differences in methodology or variations in the manner in which information is captured. We have noted such exclusions or additions in instances where the Company believes they are material to reconcile the information presented. U.S. Consumer mortgage lending disclosure excludes approximately $21 billion of consumer mortgage loans in Global Wealth Management (GWM). The GWM loans are primarily in the U.S. business and typically have better aggregate risk characteristics than those in the U.S. Consumer portfolio.

Balances: December 31, 2007

Note: FICO and LTV primarily at origination. First mortgage table excludes First Collateral Services ($1.5 billion Commercial Business Group portfolio). Tables exclude $4.6 billion from first mortgages and $0.8 billion from second mortgages for which FICO and LTV data was unavailable. 90+DPD delinquency rate for the excluded first mortgages is 2.02% (vs. 2.69% for total portfolio) and 1.02% for the excluded second mortgages (vs. 1.26% for total portfolio). Excluding Government insured loans (described below), the 90+DPD delinquency rate for the first mortgage portfolio is 1.99%. Considering current market and economic conditions, LTV ratios and FICO scores may have deteriorated.

The tables below provide delinquency statistics for loans 90 or more days past due (90+DPD) in both the first and second mortgage portfolios. Loans in the first mortgage portfolio with FICO scores of less than 620 have significantly higher delinquencies than in any other FICO band. Similarly, in the second mortgage portfolio, loans with LTVs of at least 90% have higher delinquencies than any other LTV band.

The Company’s first mortgage portfolio includes $3.2 billion of loans with Federal Housing Administration or Veterans Administration guarantees. These portfolios consist of loans originated to low-to-moderate-income borrowers with lower FICO scores and generally have higher LTVs. These loans have high delinquency rates (approximately 28% 90+DPD) but, given the Government insurance, the Company has experienced negligible credit losses on these loans. The first mortgage portfolio also includes $2.4 billion of loans with LTVs above 80% which have insurance through private mortgage insurance companies and $14.8 billion of loans subject to Long Term Standby Commitments¹ with Government Sponsored Enterprises (GSE), for which the Company has limited exposure to credit losses.

The second mortgage portfolio includes $3.3 billion of insured loans with LTVs above 90% and $3.2 billion of loans subject to Long Term Standby Commitments with GSE, for which the Company has limited exposure to credit losses.

Delinquencies: 90+DPD

Note: 90+DPD are based on balances referenced in the table above. Second mortgages 90+DPD delinquency rates are calculated by OTS methodology. Second mortgages with FICOs below 620 are less than 1% of the total, and the Company provides 90+DPD delinquency rates as a measure of their performance.

1 A Long-Term Standby Commitment (LTSC) is a structured transaction in which the Company transfers the credit risk of certain eligible loans to an investor in exchange for a fee. These loans remain on balance sheet unless they reach a certain delinquency level (between 120 and 180 days), in which case the LTSC investor is required to buy the loan at par.

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In light of increased delinquencies in the U.S. Consumer mortgage portfolios during 2007, the Company has increased its allowance for loan losses related to these portfolios.

The following charts detail the quarterly trends in delinquencies for the Company’s first and second U.S. Consumer mortgage portfolios. Delinquencies have increased substantially.

• The first mortgage delinquency trend shows that year-end delinquency levels are similar to 2003 levels. A further breakout of the FICO below 620 segment indicates that delinquencies in this segment are three times higher than in the overall first mortgage portfolio.

• Delinquency rates in the second mortgage portfolio are at historically high levels, particularly in the 90% or higher LTV segment. This segment has a delinquency rate twice as high as the rate for the overall second mortgage portfolio.

• First mortgages’ net credit losses as a percentage of average loans are nearly one-third the level of those in the second mortgage portfolio, despite much higher delinquencies in the first mortgage portfolio. Two major factors explain this relationship:

- First mortgages include Government guaranteed loans.

- Second mortgages are much more likely to go directly from delinquency to charge-off without going into foreclosure.

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The following tables detail the Company’s first and second U.S. Consumer mortgage portfolio by origination channels, geographic distribution and origination vintage.

By Origination Channel

The Company’s U.S. Consumer mortgage portfolio was originated from three main channels: retail, broker and correspondent.

• Retail: loans originated through a direct relationship with the borrower.

• Broker: loans originated through a mortgage broker; the Company underwrites the loan directly with the borrower.

• Correspondent: loans originated and funded by a third party; the Company purchases the closed loans after the correspondent has funded the loan.

First Mortgages: December 31, 2007

Note: $150 billion portfolio excludes Canada & Puerto Rico, First Collateral Services, deferred fees/costs and loans held for sale, and includes Smith Barney ($0.8 billion) and loans sold with recourse. Excluding Government insured loans, 90+DPD for the First mortgage portfolio is 1.99%.

As of December 31, 2007, approximately 47% of the first mortgage portfolio was originated through the correspondent channel. Given that loans originated through correspondents had exhibited higher 90+DPD delinquency rates than retail originated mortgages, the Company took several measures to reduce its exposure. The Company terminated business with a number of correspondent sellers in 2007 and tightened credit policy in several critical areas. It also significantly cut back on origination of stated- and no-income documentation loans, lowered maximum LTVs associated with housing markets experiencing significant price declines and raised minimum FICO requirements across several mortgage programs.

Second Mortgages: December 31, 2007

Note: Second mortgage 90+DPD rate calculated by OTS methodology.

For second mortgages, approximately 59% of the loans were originated through third-party channels. As these mortgages have demonstrated a higher incidence of delinquencies, the Company has lowered the volume of origination through third-party channels. During the fourth quarter of 2007, the Company exited the second mortgage correspondent business and reduced the number of brokers with whom it does business, maintaining relationships with only those brokers who have produced strong, high-quality and profitable volume. The shift in origination mix, along with tightened underwriting criteria, has resulted in loans originated in the fourth quarter having higher FICO scores and lower LTVs, on average, than those originated a year ago.

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By State

Approximately half of the Company’s U.S. Consumer mortgage portfolio is concentrated in five states: California, New York, Florida, Illinois, and Texas. Those states represent 48% of first mortgages and 55% of second mortgages. Although California represents 27% of the first mortgage portfolio, only 3% of its loans are in the FICO<620 band, driving lower average delinquencies for the overall portfolio. Florida and Texas, which have 21% and 31%, respectively, of its loans with FICO<620, have delinquencies of 4.62% and 4.03%, respectively.

First Mortgages: $150 billion December 31, 2007

Note: $150 billion portfolio excludes Canada & Puerto Rico, First Collateral Services, deferred fees/costs and loans held for sale, and includes Smith Barney ($0.8 billion) and loans sold with recourse. Excluding Government insured loans, 90+DPD for the first mortgage portfolio is 1.99%.

In the second mortgage portfolio, Florida and California have above-average delinquencies, as 26% and 23% of their loans were originated in the LTV³90% band.

Second Mortgages: $63 billion December 31, 2007

Note: Second mortgage 90+DPD rate calculated by OTS methodology.

By Vintage

Approximately half of the Company’s U.S. Consumer mortgage portfolio is of 2006 and 2007 vintage. In first mortgages, 49% of the portfolio is of 2006 and 2007 vintage and approximately 19% is pre-2003 vintage. In second mortgages, 65% of the portfolio is of 2006 and 2007 vintage and approximately 5% is pre-2003 vintage.

First Mortgages: $150 billion December 31, 2007

Note: $150 billion portfolio excludes Canada & Puerto Rico, First Collateral Services, deferred fees/costs and loans held for sale, and includes Smith Barney ($0.8 billion) and loans sold with recourse. Excluding Government insured loans, 90+DPD for the first mortgage portfolio is 1.99%.

Second Mortgages: $63 billion December 31, 2007

Note: Second mortgage 90+DPD rate calculated by OTS methodology.

The Company has made numerous policy and process changes during 2007 to mitigate losses. For example, the Company no longer offers mortgage loans for investment properties or three- to four-family homes. In addition, the Company has tightened its overall LTV standards, especially in areas where housing prices have depreciated severely. Overall, the Company continues to tighten credit requirements through higher FICOs, lower LTVs, increased documentation and verifications.

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CORPORATE CREDIT RISK

For corporate clients and investment banking activities across the organization, the credit process is grounded in a series of fundamental policies, including:

• joint business and independent risk management responsibility for managing credit risks;

• single center of control for each credit relationship that coordinates credit activities with that client;

• portfolio limits to ensure diversification and maintain risk/capital alignment;

• a minimum of two authorized-credit-officer signatures are required on extensions of credit (one from a sponsoring credit officer in the business and one from a credit officer in credit risk management);

• risk rating standards, applicable to every obligor and facility; and

• consistent standards for credit origination documentation and remedial management.

The following table represents the corporate credit portfolio, before consideration of collateral, by maturity at December 31, 2007. The corporate portfolio is broken out by direct outstandings (which include drawn loans, overdrafts, interbank placements, bankers’ acceptances, certain investment securities and leases) and unfunded commitments (which include unused commitments to lend, letters of credit and financial guarantees).

Corporate Credit Portfolio

In billions of dollars at December 31, 2007	Due within 1 year		Greater than 1 year but within 5 years		Greater than 5 years		Total exposure
Direct outstandings	$	190	$	97	$	12	$	299
Unfunded lending commitments		277		183		11		471
Total	$	467	$	280	$	23	$	770

In billions of dollars at December 31, 2006	Due within 1 year		Greater than 1 year but within 5 years		Greater than 5 years		Total exposure
Direct outstandings	$	157	$	74	$	9	$	240
Unfunded lending commitments		230		154		9		393
Total	$	387	$	228	$	18	$	633

Portfolio Mix

The corporate credit portfolio is diverse across counterparty, industry and geography. The following table shows direct outstandings and unfunded commitments by region:

	December 31, 2007		December 31, 2006
U.S.	48	%	46	%
Mexico	5		5
Japan	2		2
Asia	12		14
Latin America	3		4
EMEA	30		29
Total	100	%	100	%

The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products.

Obligor risk ratings reflect an estimated probability of default for an obligor and are derived primarily through the use of statistical models (which are validated periodically), external rating agencies (under defined circumstances), or approved scoring methodologies. Facility risk ratings are assigned, using the obligor risk rating, and then factors that affect the loss-given default of the facility, such as support or collateral, are taken into account.

Internal obligor ratings equivalent to BBB and above are considered investment-grade. Ratings below the equivalent of BBB are considered non-investment-grade.

The following table presents the corporate credit portfolio by facility risk rating at December 31, 2007 and 2006, as a percentage of the total portfolio:

	Direct outstandings and unfunded commitments
	2007		2006
AAA/AA/A	53	%	53	%
BBB	24		27
BB/B	20		18
CCC or below	2		1
Unrated	1		1
Total	100	%	100	%

The corporate credit portfolio is diversified by industry, with a concentration only to the financial sector, including banks, other financial institutions, insurance companies, investment banks, and government and central banks. The following table shows the allocation of direct outstandings and unfunded commitments to industries as a percentage of the total corporate portfolio:

	Direct outstandings and unfunded commitments
	2007		2006
Government and central banks	8	%	7
Investment banks	8		6
Banks	7		9
Telephone and cable	6		3
Other financial institutions	4		6
Utilities	4		6
Insurance	4		5
Petroleum	4		4
Agriculture and food preparation	4		4
Industrial machinery and equipment	3		3
Metals	3		3
Global information technology	3		2
Chemicals	3		2
Autos	2		2
Freight transportation	2		2
Retail	2		2
Other industries (1)	33		34
Total	100	%	100	%

(1) Includes all other industries, none of which exceeds 2% of total outstandings.

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Credit Risk Mitigation

As part of its overall risk management activities, the Company uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its portfolio, in addition to outright asset sales. The purpose of these transactions is to transfer credit risk to independent third parties. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected in the Principal Transactions line on the Consolidated Statement of Income. At December 31, 2007 and 2006, $123.7 billion and $93.0 billion, respectively, of credit risk exposure were economically hedged. Citigroup’s expected loss model used in the calculation of our loan loss reserve does not include the favorable impact of credit derivatives and other risk mitigants. The reported amounts of direct outstandings and unfunded commitments in this report do not reflect the impact of these hedging transactions. At December 31, 2007 and 2006, the credit protection was economically hedging underlying credit exposure with the following risk rating distribution:

Rating of Hedged Exposure

	2007		2006
AAA/AA/A	53	%	49	%
BBB	34		41
BB/B	11		10
CCC or below	2		—
Total	100	%	100	%

At December 31, 2007 and 2006, the credit protection was economically hedging underlying credit exposure with the following industry distribution:

Industry of Hedged Exposure

	2007		2006
Telephone and cable	11	%	9	%
Utilities	9		10
Petroleum	7		6
Agriculture and food preparation	6		7
Insurance	5		4
Autos	5		5
Other financial institutions	5		5
Retail	5		5
Industrial machinery and equipment	5		4
Chemicals	4		4
Pharmaceuticals	4		4
Natural gas distribution	3		3
Global information technology	3		3
Metals	3		3
Investment banks	3		3
Airlines	2		3
Business services	2		3
Forest products	2		2
Banks	2		2
Entertainment	2		2
Other industries (1)	12		13
Total	100	%	100	%

(1) Includes all other industries, none of which is greater than 2% of the total hedged amount.

Direct Exposure to Monolines

In its Securities and Banking business, the Company has exposure to various monoline bond insurers listed in the table below (“Monolines”) from hedges on certain investments and from trading positions. The hedges are composed of credit default swaps and other hedge instruments. The Company recorded $967 million in credit market value adjustments in 2007 ($935 million in the fourth quarter) on the market value exposures to the Monolines as a result of widening credit spreads.

The following table summarizes the net market value of the Company’s direct exposures to and the corresponding notional amount of transactions with the various Monolines as of December 31, 2007 in Securities and Banking:

In millions of dollars at December 31, 2007	Net Market Value Exposure			Notional Amount of Transactions
Direct Subprime ABS CDO Super Senior:
AMBAC	$	1,815		$	5,485
FGIC		909			1,460
ACA		438			600
Radian		100			100
Subtotal Direct Subprime ABS CDO Super Senior	$	3,262		$	7,645
Trading Assets—Subprime:
AMBAC	$	1,150		$	1,400
Trading Assets—Subprime	$	1,150		$	1,400
Trading Assets—Non Subprime:
MBIA	$	395		$	5,620
FSA		121			1,126
ACA		50			1,925
Assured		7			340
Radian		5			350
AMBAC		—			1,971
Trading Assets—Non Subprime	$	578		$	11,332
Subtotal Trading Assets	$	1,728		$	12,732
Credit Market Value Adjustment	$	(967	)
Total Net Market Value Direct Exposure	$	4,023

As of December 31, 2007, the Company had $10.5 billion notional amount of hedges against its Direct Subprime ABS CDO Super Senior positions, as disclosed in the fourth quarter earnings release. Of that $10.5 billion, $7.5 billion was purchased from Monolines and is included in the $7.6 billion in notional amount of transactions in the table above. The net market value of the hedges provided by the Monolines against our Direct Subprime ABS CDO Super Senior positions was $3.3 billion.

In addition, there was $1.7 billion of net market value exposure to Monolines related to our trading assets. Trading assets include trading positions, both long and short, in U.S. subprime residential mortgage-backed securities (RMBS) and related products, including ABS CDOs. There were $1.4 billion in notional amount of transactions related to subprime positions with a net market value exposure of $1.2 billion. The notional amount of transactions related to the remaining non-subprime trading assets was $11.3

55

billion with a corresponding net market value exposure of $578 million. The $11.3 billion notional amount of transactions comprised $4.1 billion primarily in interest rate swaps with a corresponding net market value exposure of $34 million. The remaining notional amount of $7.2 billion was in the form of credit default swaps and total return swaps with a net market value exposure of $544 million.

The net market value exposure, net of payable and receivable positions, represents the market value of the contract as of December 31, 2007. The notional amount of the transactions, including both long and short positions, is used as a reference value to calculate payments. The credit market value adjustment is a downward adjustment to the net market value exposure to a counterparty to reflect the counterparty’s creditworthiness.

In Global Consumer, the Company has purchased mortgage insurance from various monoline mortgage insurers on first mortgage loans. The notional amount of this insurance protection is approximately $600 million with nominal pending claims against this notional amount.

In addition, Citigroup has indirect exposure to Monolines in various other parts of its businesses. For example, corporate or municipal bonds in the trading business may be insured by the Monolines. In this case, Citigroup is not a party to the insurance contract. The table above does not capture this type of indirect exposure to the Monolines.

Exposure to Commercial Real Estate

In its Securities and Banking business, the Company, through its business activities and as a capital markets participant, incurs exposures that are directly or indirectly tied to the global commercial real estate market. These exposures are represented primarily in three categories:

Trading Positions: approximately $20 billion of net trading related exposures recorded at fair value. The majority of these exposures are classified as Level 3 in the fair value hierarchy. In recent months, weakening activity in the trading markets for some of these instruments resulted in reduced liquidity, thereby decreasing the observable inputs for such valuations and could have an adverse impact on how these instruments are valued in the future if such conditions persist. Changes in the values of these positions are recognized through revenues.

Loans: the exposures related to loans are primarily recorded at cost. The impact from changes in credit is reflected in the calculation of the allowance for loan losses and in net credit losses.

Commitments to fund loans: when funded, will be treated as loans in the paragraph above.

The Company’s exposure related to loans and commitments to fund loans that are directly or indirectly related to the global commercial real estate market is significantly greater than the exposure related to its trading positions and could be adversely affected by deteriorating economic, credit and market conditions.

56

CITIGROUP DERIVATIVES

Notionals ⁽¹⁾

In millions of dollars	Trading derivatives (2)				Asset/liability management hedges (3)
As of December 31	2007		2006		2007		2006
Interest rate contracts
Swaps	$	16,433,117	$	14,196,404	$	521,783	$	561,376
Futures and forwards		1,811,599		1,824,205		176,146		75,374
Written options		3,479,071		3,054,990		16,741		12,764
Purchased options		3,639,075		2,953,122		167,080		35,420
Total interest rate contract notionals	$	25,362,862	$	22,028,721	$	881,750	$	684,934
Foreign exchange contracts
Swaps	$	1,062,267	$	722,063	$	75,622	$	53,216
Futures and forwards		2,795,180		2,068,310		46,732		42,675
Written options		653,535		416,951		292		1,228
Purchased options		644,744		404,859		686		1,246
Total foreign exchange contract notionals	$	5,155,726	$	3,612,183	$	123,332	$	98,365
Equity contracts
Swaps	$	140,256	$	104,320	$	—	$	—
Futures and forwards		29,233		36,362		—		—
Written options		625,157		387,781		—		—
Purchased options		567,030		355,891		—		—
Total equity contract notionals	$	1,361,676	$	884,354	$	—	$	—
Commodity and other contracts
Swaps	$	29,415	$	35,611	$	—	$	—
Futures and forwards		66,860		17,433		—		—
Written options		27,087		11,991		—		—
Purchased options		30,168		16,904		—		—
Total commodity and other contract notionals	$	153,530	$	81,939	$	—	$	—
Credit derivatives (4)
Citigroup as the Guarantor:
Credit default swaps	$	1,755,440	$	922,405	$	—	$	—
Total return swaps		12,121		21,607		—		—
Credit default options		276		—		—		—
Citigroup as the Beneficiary:
Credit default swaps		1,890,611		989,305	$	—	$	—
Total return swaps		15,895		11,582		—		—
Credit default options		450		81		—		—
Total credit derivatives	$	3,674,793	$	1,944,980
Total derivative notionals	$	35,708,587	$	28,552,177	$	1,005,082	$	783,299

Mark-to-Market (MTM) Receivables/Payables

In millions of dollars	Derivatives receivables—MTM						Derivatives payables—MTM
As of December 31	2007			2006  (5)			2007			2006  (5)
Trading Derivatives (2)
Interest rate contracts	$	269,400		$	168,872		$	257,329		$	168,793
Foreign exchange contracts		77,942			52,297			71,991			47,469
Equity contracts		27,934			26,883			66,916			52,980
Commodity and other contracts		8,540			5,387			8,887			5,776
Credit derivatives:
Citigroup as the Guarantor		4,967			10,835			73,103			4,055
Citigroup as the Beneficiary		78,426			3,234			11,191			11,026
Total	$	467,209		$	267,508		$	489,417		$	290,099
Less: Netting agreements, cash collateral and market value adjustments		(390,328	)		(217,967	)		(385,876	)		(215,295	)
Net Receivables/Payables	$	76,881		$	49,541		$	103,541		$	74,804
Asset/Liability Management Hedges (3)
Interest rate contracts	$	8,529		$	1,801		$	7,176		$	3,327
Foreign exchange contracts		1,634			3,660			972			947
Total	$	10,163		$	5,461		$	8,148		$	4,274

(1) Includes the notional amounts for long and short derivative positions.

(2) Trading Derivatives include proprietary positions, as well as hedging derivatives instruments that do not qualify for hedge accounting in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133).

(3) Asset/Liability Management Hedges include only those end-user derivative instruments where the changes in market value are recorded to other assets or other liabilities.

(4) Credit Derivatives are off-balance-sheet arrangements designed to allow one party (the “beneficiary”) to transfer the credit risk of a “reference asset” to another party (the “guarantor”). These arrangements allow a guarantor to assume the credit risk associated with the reference assets without directly purchasing it. The Company has entered into credit derivatives positions for purposes such as risk management, yield enhancement, reduction of credit concentrations, and diversification of overall risk.

(5) Reclassified to conform to the current period’s presentation.

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The following table presents the global derivatives portfolio by internal obligor credit rating at December 31, 2007 and 2006, as a percentage of credit exposure:

	2007		2006
AAA/AA/A	80	%	79	%
BBB	11		11
BB/B	7		8
CCC or below	1		—
Unrated	1		2
Total	100	%	100	%

The following table presents the global derivatives portfolio by industry of the obligor as a percentage of credit exposure:

	2007		2006
Financial institutions	75	%	67	%
Governments	6		11
Corporations	19		22
Total	100	%	100	%

Credit Derivatives

The Company makes markets in and trades a range of credit derivatives, both on behalf of clients as well as for its own account. Through these contracts the Company either purchases or writes protection on either a single-name or portfolio basis. The Company uses credit derivatives to help mitigate credit risk in its corporate loan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.

Credit derivatives generally require that the seller of credit protection make payments to the buyer upon the occurrence of predefined events (settlement triggers). These settlement triggers are defined by the form of the derivative and the referenced credit and are generally limited to the market standard of failure to pay on indebtedness and bankruptcy of the reference credit and, in a more limited range of transactions, debt restructuring. Credit derivative transactions referring to emerging market reference credits will also typically include additional settlement triggers to cover the acceleration of indebtedness and the risk of repudiation or a payment moratorium. In certain transactions on a portfolio of referenced credits or asset-backed securities, the seller of protection may not be required to make payment until a specified amount of losses have occurred with respect to the portfolio and/or may only be required to pay for losses up to a specified amount.

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The following tables summarize the key characteristics of the Company’s credit derivative portfolio by activity, counterparty and derivative form as of December 31, 2007 and December 31, 2006:

2007:

	Market values				Notionals
In millions of dollars	Receivable		Payable		Beneficiary		Guarantor
Credit portfolio	$	626	$	129	$	91,228	$	—
Dealer/client		82,767		84,165		1,815,728		1,767,837
Total	$	83,393	$	84,294	$	1,906,956	$	1,767,837
Bank	$	14,784	$	21,023	$	609,088	$	600,866
Broker-dealer		12,799		15,960		236,137		207,032
Monoline		5,044		88		15,064		1,243
Non-financial		220		331		3,754		4,181
Insurance and other financial institutions		50,546		46,892		1,042,913		954,515
Total	$	83,393	$	84,294	$	1,906,956	$	1,767,837
Credit default swaps and options	$	82,752	$	83,015	$	1,891,061	$	1,755,716
Total return swaps and other		641		1,279		15,895		12,121
Total	$	83,393	$	84,294	$	1,906,956	$	1,767,837

2006:

	Market values				Notionals
In millions of dollars	Receivable		Payable		Beneficiary		Guarantor
Credit portfolio	$	43	$	130	$	44,777	$	4,964
Dealer/client		14,026		14,951		956,191		939,048
Total	$	14,069	$	15,081	$	1,000,968	$	944,012
Bank	$	7,342	$	7,767	$	545,851	$	504,419
Broker-dealer		5,186		5,380		339,479		314,261
Monoline		4		15		3,726		290
Non-financial		135		495		10,535		23,039
Insurance and other financial institutions		1,402		1,424		101,377		102,003
Total	$	14,069	$	15,081	$	1,000,968	$	944,012
Credit default swaps and options	$	13,898	$	14,588	$	989,386	$	922,405
Total return swaps and other		171		493		11,582		21,607
Total	$	14,069	$	15,081	$	1,000,968	$	944,012

The market values shown are prior to the application of any netting agreements, cash collateral, and market or credit value adjustments.

The Company actively participates in trading a variety of credit derivatives products as both an active two-way market-maker for clients and to manage credit risk. During 2007, Citigroup and the industry experienced a material increase in trading volumes. The volatility and liquidity challenges in the credit markets during the third and fourth quarters drove derivatives trading volumes as credit derivatives became the instrument of choice for managing credit risk. The majority of this activity was transacted with other financial intermediaries, including both banks and broker-dealers. During 2007 the total notional amount of protection purchased and sold increased $906 billion and $824 billion, respectively, and by various market participants. The total market value increase of $69 billion for each protection purchased and sold was primarily due to an increase in volume growth of $63 billion and $62 billion, and market spread changes of $6 billion and $7 billion for protection purchased and sold, respectively. The Company expects to continue actively operating in the credit derivative markets.

The Company generally has a mismatch between the total notional amounts of protection purchased and sold, and it may hold the reference assets directly rather than entering into offsetting credit derivative contracts as and when desired. The open risk exposures from credit derivative contracts are largely matched after certain cash positions in reference assets are

considered and after notional amounts are adjusted, either to a duration-based equivalent basis, or to reflect the level of subordination in tranched structures.

The Company actively monitors its counterparty credit risk in credit derivative contracts. Approximately 77% of the gross receivables as of December 31, 2007 is from counterparties with which the Company maintains collateral agreements. A majority of the Company’s top 15 counterparties (by receivable balance owed to the Company) are banks, financial institutions or other dealers. Contracts with these counterparties do not include ratings-based termination events. However, counterparty rating downgrades may have an incremental effect by lowering the threshold at which the Company may call for additional collateral. A number of the remaining significant counterparties are monolines. See page 55 for a discussion of the Company’s exposure to monolines. The master agreements with these monoline insurance counterparties are generally unsecured, and the few ratings-based triggers (if any) generally provide the ability to terminate only upon significant downgrade. As with all derivative contracts, the Company considers counterparty credit risk in the valuation of its positions and recognizes credit valuation adjustments as appropriate. Recent reports and credit agency actions and announcements suggest that ratings downgrades of one or more monoline insurers are being contemplated.

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GLOBAL CORPORATE PORTFOLIO REVIEW

Corporate loans are identified as impaired and placed on a non-accrual basis (cash-basis) when it is determined that the payment of interest or principal is doubtful or when interest or principal is past due for 90 days or more; the exception is when the loan is well secured and in the process of collection. Impaired corporate loans are written down to the extent that principal is judged to be uncollectible. Impaired collateral-dependent loans are written down to the lower of cost or collateral value, less disposal costs.

The following table summarizes corporate cash-basis loans and net credit losses:

In millions of dollars	2007			2006			2005
Corporate cash-basis loans
Securities and Banking	$	1,730		$	500		$	923
Transaction Services		28			35			81
Total corporate cash-basis loans (1)(2)	$	1,758		$	535		$	1,004
Net credit losses (recoveries)
Securities and Banking	$	651		$	62		$	(268	)
Transaction Services		24			27			(9	)
Alternative Investments		—			(13	)		—
Corporate/Other		(7	)		6			—
Total net credit losses (recoveries)	$	668		$	82		$	(277	)
Corporate allowance for loan losses	$	3,723		$	2,934		$	2,860
Corporate allowance for credit losses on unfunded lending commitments (3)		1,250			1,100			850
Total corporate allowance for loans, leases and unfunded lending commitments	$	4,973		$	4,034		$	3,710
As a percentage of total corporate loans (4)		2.00	%		1.76	%		2.22	%

(1) Excludes purchased distressed loans as they are accreting interest in accordance with SOP 03-3. The carrying value of these loans was $2,399 million at December 31, 2007, $949 million at December 31, 2006, and $1,120 million at December 31, 2005.

(2) Includes the impact of subprime activity in the U.S. and U.K.

(3) Represents additional reserves recorded in Other Liabilities on the Consolidated Balance Sheet.

(4) Does not include the allowance for unfunded lending commitments.

Cash-basis loans on December 31, 2007 increased $1.223 billion from 2006, of which $1.230 billion was in Securities and Banking. The increase in Securities and Banking was primarily due to the impact of subprime activity in the U.K. and U.S. markets.

Cash-basis loans on December 31, 2006 decreased $469 million from 2005; $423 million of the decrease was in Securities and Banking and $46 million was in Transaction Services. Securities and Banking decreased primarily due to the absence of cash-basis portfolios in Russia and Australia and decreases in portfolios in Poland and Korea. The decrease in Transaction Services was primarily related to decreases in Mexico.

Total corporate loans outstanding at December 31, 2007 were $186 billion as compared to $166 billion at December 31, 2006.

Total corporate net credit losses of $668 million in 2007 increased $586 million from 2006, primarily due to $535 million in write-offs on loans with

subprime-related direct exposure. Total corporate net credit losses of $82 million in 2006 increased $359 million compared to the net credit recovery of $277 million in 2005, primarily attributable to the absence of gross credit recoveries experienced in 2005.

Citigroup’s total allowance for loans, leases and unfunded lending commitments of $17.367 billion is available to absorb probable credit losses inherent in the entire portfolio. For analytical purposes only, the portion of Citigroup’s allowance for credit losses attributed to the corporate portfolio was $4.973 billion at December 31, 2007, $4.034 billion at December 31, 2006, and $3.710 billion at December 31, 2005. The $939 million increase in the corporate allowance at December 31, 2007 from December 31, 2006 primarily reflects a weakening in overall portfolio credit quality, as well as loan loss reserves for specific counterparties. The loan loss reserves for specific counterparties include $327 million for subprime-related direct exposures. The $324 million increase in the corporate allowance at December 31, 2006 from December 31, 2005 primarily reflects $250 million in reserve builds related to increases in off-balance-sheet exposures and a slight decline in credit quality. Losses on corporate lending activities and the level of cash-basis loans can vary widely with respect to timing and amount, particularly within any narrowly defined business or loan type.

LOAN MATURITIES AND FIXED/VARIABLE PRICING

In billions of dollars at year end	Due within 1 year		Over 1 year but within 5 years		Over 5 years		Total
Corporate loan portfolio maturities
In U.S. offices:
Commercial and industrial loans	$	28,424	$	5,724	$	4,722	$	38,870
Mortgage and real estate		1,623		327		270		2,220
Lease financing		1,192		240		198		1,630
In offices outside the U.S.		80,006		41,039		22,457		143,502
Total corporate loans	$	111,245	$	47,330	$	27,647	$	186,222
Fixed/variable pricing of corporate loans with maturities due after one year (1)
Loans at fixed interest rates			$	10,950	$	4,474
Loans at floating or adjustable interest rates				36,380		23,173
Total			$	47,330	$	27,647

(1) Based on contractual terms. Repricing characteristics may effectively be modified from time to time using derivative contracts. See Note 24 to the Consolidated Financial Statements on page 164.

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MARKET RISK MANAGEMENT PROCESS

Market risk encompasses liquidity risk and price risk, both of which arise in the normal course of business of a global financial intermediary. Liquidity risk is the risk that an entity may be unable to meet a financial commitment to a customer, creditor, or investor when due. Liquidity risk is discussed in the “Capital Resources and Liquidity” section on page 75. Price risk is the earnings risk from changes in interest rates, foreign exchange rates, equity and commodity prices, and in their implied volatilities. Price risk arises in non-trading portfolios, as well as in trading portfolios.

Market risks are measured in accordance with established standards to ensure consistency across businesses and the ability to aggregate risk. Each business is required to establish, with approval from independent market risk management, a market risk limit framework for identified risk factors that clearly defines approved risk profiles and is within the parameters of Citigroup’s overall risk appetite.

In all cases, the businesses are ultimately responsible for the market risks they take and for remaining within their defined limits.

Non-Trading Portfolios

Interest Rate Risk

One of Citigroup’s primary business functions is providing financial products that meet the needs of its customers. Loans and deposits are tailored to the customer’s requirements with regard to tenor, index, and rate type. Net Interest Revenue (NIR) is the difference between the yield earned on the non-trading portfolio assets (including customer loans) and the rate paid on the liabilities (including customer deposits or company borrowings). The NIR is affected by changes in the level of interest rates. For example:

• At any given time, there may be an unequal amount of assets and liabilities which are subject to market rates due to maturation or repricing. Whenever the amount of liabilities subject to repricing exceeds the amount of assets subject to repricing, a company is considered “liability sensitive.” In this case, a company’s NIR will deteriorate in a rising rate environment.

• The assets and liabilities of a company may reprice at different speeds or mature at different times, subjecting both “liability sensitive” and “asset sensitive” companies to NIR sensitivity from changing interest rates. For example, a company may have a large amount of loans that are subject to repricing this period, but the majority of deposits are not scheduled for repricing until the following period. That company would suffer from NIR deterioration if interest rates were to fall.

NIR in the current period is the result of customer transactions and the related contractual rates originated in prior periods as well as new transactions in the current period; those prior period transactions will be impacted by changes in rates on floating rate assets and liabilities in the current period.

Due to the long-term nature of the portfolios, NIR will vary from quarter to quarter even assuming no change in the shape or level of the yield curve as the assets and liabilities reprice. These repricings are a function of implied forward interest rates, which represent the overall market’s unbiased estimate

of future interest rates and incorporate possible changes in the Federal Funds rate as well as the shape of the yield curve.

Interest Rate Risk Governance

The risks in Citigroup’s non-traded portfolios are estimated using a common set of standards that define, measure, limit and report the market risk. Each business is required to establish, with approval from independent market risk management, a market risk limit framework that clearly defines approved risk profiles and is within the parameters of Citigroup’s overall risk appetite. In all cases, the businesses are ultimately responsible for the market risks they take and for remaining within their defined limits. These limits are monitored by independent market risk, country and business Asset and Liability Committees (ALCOs) and the Global Finance and Asset and Liability Committee (FinALCO).

Interest Rate Risk Measurement

Citigroup’s principal measure of risk to NIR is Interest Rate Exposure (IRE). IRE measures the change in expected NIR in each currency resulting solely from unanticipated changes in forward interest rates. Factors such as changes in volumes, spreads, margins and the impact of prior-period pricing decisions are not captured by IRE. IRE assumes that businesses make no additional changes in pricing or balances in response to the unanticipated rate changes.

IRE tests the impact on NIR resulting from unanticipated changes in forward interest rates. For example, if the current 90-day LIBOR rate is 3% and the one-year forward rate is 5% (i.e., the estimated 90-day LIBOR rate in one year), the +100bps IRE scenario measures the impact on the company’s NIR of a 100bps instantaneous change in the 90-day LIBOR, to 6% in one year.

The impact of changing prepayment rates on loan portfolios is incorporated into the results. For example, in the declining interest rate scenarios, it is assumed that mortgage portfolios prepay faster and income is reduced. In addition, in a rising interest rate scenario, portions of the deposit portfolio are assumed to experience rate increases that may be less than the change in market interest rates.

Mitigation and Hedging of Risk

All financial institutions’ financial performances are subject to some degree of risk due to changes in interest rates. In order to manage these risks effectively, Citigroup may modify pricing on new customer loans and deposits, enter into transactions with other institutions or enter into off-balance-sheet derivative transactions that have the opposite risk exposures. Therefore, Citigroup regularly assesses the viability of strategies to reduce unacceptable risks to earnings and implements such strategies when the Company believes those actions are prudent. As information becomes available, Citigroup formulates strategies aimed at protecting earnings from the potential negative effects of changes in interest rates.

Citigroup employs additional measurements, including stress testing the impact of non-linear interest rate movements on the value of the balance sheet; the analysis of portfolio duration and volatility, particularly as they relate to mortgage loans and mortgage-backed securities; and the potential impact of the change in the spread between different market indices.

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The exposures in the following table represent the approximate annualized risk to NIR assuming an unanticipated parallel instantaneous 100bp change, as well as a more gradual 100bp (25bps per quarter) parallel change in rates as compared with the market forward interest rates in selected currencies.

The exposures in the following tables do not include Interest Rate Exposures (IREs) for the Nikko Cordial portion of Citigroup’s operations in Japan due to the unavailability of information. Nikko Cordial’s IRE is primarily denominated in Japanese yen.

	December 31, 2007					December 31, 2006
In millions of dollars	Increase			Decrease		Increase			Decrease
U.S. dollar
Instantaneous change	$	(940	)	$	837	$	(728	)	$	627
Gradual change	$	(527	)	$	540	$	(349	)	$	360
Mexican peso
Instantaneous change	$	(25	)	$	25	$	42		$	(43	)
Gradual change	$	(17	)	$	17	$	41		$	(41	)
Euro
Instantaneous change	$	(63	)	$	63	$	(91	)	$	91
Gradual change	$	(32	)	$	32	$	(38	)	$	38
Japanese yen
Instantaneous change	$	67			NM	$	(32	)		NM
Gradual change	$	43			NM	$	(21	)		NM
Pound sterling
Instantaneous change	$	(16	)	$	16	$	(41	)	$	41
Gradual change	$	(4	)	$	4	$	(21	)	$	21

NM Not meaningful. A 100 basis point decrease in interest rates would imply negative rates for the Japanese yen yield curve.

The changes in the U.S. dollar IREs from the prior year reflect changes in customer-related asset and liability mix, as well as Citigroup’s view of prevailing interest rates.

The following table shows the risk to NIR from six different changes in the implied forward rates. Each scenario assumes that the rate change will occur on a gradual basis every three months over the course of one year.

	Scenario 1			Scenario 2			Scenario 3			Scenario 4			Scenario 5			Scenario 6
Overnight rate change (bps)		—			100			200			(200	)		(100	)		—
10-year rate change (bps)		(100	)		—			100			(100	)		—			100
Impact to net interest revenue (in millions of dollars)	$	34		$	(482	)	$	(977	)	$	928		$	486		$	(88	)

Trading Portfolios

Price risk in trading portfolios is monitored using a series of measures, including:

• factor sensitivities;

• Value-at-Risk (VAR); and

• stress testing.

Factor sensitivities are expressed as the change in the value of a position for a defined change in a market risk factor, such as a change in the value of a Treasury bill for a one-basis-point change in interest rates. Citigroup’s

independent market risk management ensures that factor sensitivities are calculated, monitored and, in most cases, limited, for all relevant risks taken in a trading portfolio.

VAR estimates the potential decline in the value of a position or a portfolio under normal market conditions. The VAR method incorporates the factor sensitivities of the trading portfolio with the volatilities and correlations of those factors and is expressed as the risk to the Company over a one-day holding period, at a 99% confidence level. Citigroup’s VAR is based on the volatilities of and correlations among a multitude of market risk factors as well as factors that track the specific issuer risk in debt and equity securities.

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The figures in the VAR table do not currently include the market risk from exposure to ABS CDOs and associated direct subprime exposures, including hedges, in the Securities and Banking business. Due to the volatile and illiquid state of the market in these assets in recent months, quantification of the risk on these products is subject to a high degree of uncertainty. Citigroup’s approach to risk measurement in this asset class continues to evolve as new information on the market’s pricing of these assets becomes available, allowing a VAR methodology for such products to be developed. The impact on the Company’s overall VAR from these positions is expected to be significant. In the interim, they have been subjected to stress analysis and have been included as part of our risk capital assessment for market risk.

Stress testing is performed on trading portfolios on a regular basis to estimate the impact of extreme market movements. It is performed on both individual trading portfolios, as well as on aggregations of portfolios and businesses. Independent market risk management, in conjunction with the businesses, develops stress scenarios, reviews the output of periodic stress testing exercises, and uses the information to make judgments as to the ongoing appropriateness of exposure levels and limits.

Each trading portfolio has its own market risk limit framework encompassing these measures and other controls, including permitted product lists and a new product approval process for complex products.

Total revenues of the trading business consist of:

• Customer revenue, which includes spreads from customer flow and positions taken to facilitate customer orders;

• Proprietary trading activities in both cash and derivative transactions; and

• Net interest revenue.

All trading positions are marked to market, with the result reflected in earnings. In 2007, negative trading-related revenue (net losses) was recorded for 60 of 255 trading days. Of the 60 days on which negative revenue (net losses) was recorded, 15 were greater than $100 million. The following histogram of total daily revenue or loss captures trading volatility and shows the number of days in which the Company’s trading-related revenues fell within particular ranges. Due to the difficulty in estimating daily profit and loss in the ABS CDO market, those trading-related revenues, including recent subprime-related losses, are not included in current VAR calculations and thus are not included in the Histogram of Daily Trading-Related Revenue.

Citigroup periodically performs extensive back-testing of many hypothetical test portfolios as one check of the accuracy of its VAR. Back-testing is the process in which the daily VAR of a portfolio is compared to the actual daily change in the market value of its transactions. Back-testing is conducted to confirm that the daily market value losses in excess of a 99% confidence level occur, on average, only 1% of the time. The VAR calculation for the hypothetical test portfolios, with different degrees of risk concentration, meets this statistical criteria.

The level of price risk exposure at any given point in time depends on the market environment and expectations of future price and market movements, and will vary from period to period.

For Citigroup’s major trading centers, the aggregate pretax VAR in the trading portfolios was $191 million at December 31, 2007 and $106 million at December 31, 2006. Daily exposures averaged $142 million in 2007 and ranged from $100 million to $200 million.

The consolidation of the SIVs onto Citigroup’s balance sheet became effective December 14, 2007. Those trading positions have not yet been integrated into these VAR figures. The marginal impact of those trading positions on the Company’s VAR as of December 31, 2007 is estimated to be an increase to VAR of $13 million.

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The following table summarizes VAR to Citigroup in the trading portfolios as of December 31, 2007 and 2006, including the Total VAR, the Specific-risk only component of VAR, and Total—General market factors only, along with the yearly averages:

In millions of dollars	Dec. 31, 2007			2007 average			Dec. 31, 2006			2006 average
Interest rate	$	89		$	98		$	81		$	87
Foreign exchange		28			29			27			27
Equity		150			96			62			48
Commodity		45			35			18			15
Covariance adjustment		(121	)		(116	)		(82	)		(78	)
Total—All market     risk factors,     including general     and specific-risk	$	191		$	142		$	106		$	99
Specific-risk only     component	$	28		$	19		$	8		$	10
Total—General     market factors only	$	163		$	123		$	98		$	89

The Specific-risk only component represents the level of equity and debt issuer-specific risk embedded in VAR. Citigroup’s specific-risk model conforms to the 4x-multiplier treatment approved by the Federal Reserve and is subject to extensive annual hypothetical back-testing.

The table below provides the range of VAR in each type of trading portfolio that was experienced during 2007 and 2006:

	2007				2006
In millions of dollars	Low		High		Low		High
Interest rate	$	71	$	128	$	64	$	125
Foreign exchange		21		37		16		45
Equity		55		164		35		68
Commodity		17		56		5		25

OPERATIONAL RISK MANAGEMENT PROCESS

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or from external events. It includes the reputation and franchise risk associated with business practices or market conduct that the Company undertakes. Operational risk is inherent in Citigroup’s global business activities and, as with other risk types, is managed through an overall framework with checks and balances that include:

• Recognized ownership of the risk by the businesses;

• Oversight by independent risk management; and

• Independent review by Audit and Risk Review (ARR).

Framework

Citigroup’s approach to operational risk is defined in the Citigroup Risk and Control Self-Assessment (RCSA)/Operational Risk Policy.

The objective of the Policy is to establish a consistent, value-added framework for assessing and communicating operational risk and the overall effectiveness of the internal control environment across Citigroup.

Each major business segment must implement an operational risk process consistent with the requirements of this Policy. The process for operational risk includes the following steps:

• Identify and assess Key Operational Risks;

• Establish Key Risk Indicators; and

• Produce a comprehensive operational risk report.

The operational risk standards facilitate the effective communication of operational risk both within and across businesses. Information about the businesses’ operational risk, historical losses, and the control environment is reported by each major business segment and functional area, and summarized for Senior Management and the Citigroup Board of Directors.

The RCSA standards establish a formal governance structure to provide direction, oversight, and monitoring of Citigroup’s RCSA programs. The RCSA standards for risk and control assessment are applicable to all businesses and staff functions. They establish RCSA as the process whereby important risks inherent in the activities of a business are identified and the effectiveness of the key controls over those risks are evaluated and monitored. RCSA processes facilitate Citigroup’s adherence to internal control over financial reporting, regulatory requirements (including Sarbanes-Oxley) FDICIA, the International Convergence of Capital Measurement and Capital Standards (Basel II), and other corporate initiatives, including Operational Risk Management and alignment of capital assessments with risk management objectives. The entire process is subject to audit by Citigroup’s Audit and Risk Review, and the results of RCSA are included in periodic management reporting, including reporting to Senior Management and the Audit and Risk Management Committee.

Measurement and Basel II

To support advanced capital modeling and management, the businesses are required to capture relevant operational risk capital information. An enhanced version of the risk capital model for operational risk has been developed and implemented across the major business segments as a step toward readiness for Basel II capital calculations. The risk capital calculation is designed to qualify as an “Advanced Measurement Approach” (AMA) under Basel II. It uses a combination of internal and external loss data to support statistical modeling of capital requirement estimates, which are then adjusted to reflect qualitative data regarding the operational risk and control environment.

Information Security and Continuity of Business

Information security and the protection of confidential and sensitive customer data are a priority of Citigroup. The Company has implemented an Information Security Program that complies with the Gramm-Leach-Bliley Act and other regulatory guidance. The Information Security Program is reviewed and enhanced periodically to address emerging threats to customers’ information.

The Corporate Office of Business Continuity, with the support of Senior Management, continues to coordinate global preparedness and mitigate business continuity risks by reviewing and testing recovery procedures.

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COUNTRY AND CROSS-BORDER RISK

MANAGEMENT PROCESS

Country Risk

Country risk is the risk that an event in a foreign country will impair the value of Citigroup assets or will adversely affect the ability of obligors within that country to honor their obligations to Citigroup. Country risk events may include sovereign defaults, banking or currency crises, social instability, and changes in governmental policies (for example, expropriation, nationalization, confiscation of assets and other changes in legislation relating to international ownership). Country risk includes local franchise risk, credit risk, market risk, operational risk, and cross-border risk.

The country risk management framework at Citigroup includes a number of tools and management processes designed to facilitate the ongoing analysis of individual countries and their risks. These include country risk rating models, scenario planning and stress testing, internal watch lists, and the Country Risk Committee process.

The Citigroup Country Risk Committee is the senior forum to evaluate the Company’s total business footprint within a specific country franchise with emphasis on responses to current potential country risk events. The Committee is chaired by the Head of Global Country Risk Management and includes as its members senior risk management officers, senior regional business heads, and senior product heads. The Committee regularly reviews all risk exposures within a country, makes recommendations as to actions, and follows up to ensure appropriate accountability.

Cross-Border Risk

Cross-border risk is the risk that actions taken by a non-U.S. government may prevent the conversion of local currency into non-local currency and/or the transfer of funds outside the country, thereby impacting the ability of the Company and its customers to transact business across borders.

Examples of cross-border risk include actions taken by foreign governments such as exchange controls, debt moratoria, or restrictions on the remittance of funds. These actions might restrict the transfer of funds or the ability of the Company to obtain payment from customers on their contractual obligations.

Management oversight of cross-border risk is performed through a formal review process that includes annual setting of cross-border limits and/or exposures, monitoring of economic conditions globally, and the establishment of internal cross-border risk management policies.

Under Federal Financial Institutions Examination Council (FFIEC) regulatory guidelines, total reported cross-border outstandings include cross-border claims on third parties, as well as investments in and funding of local franchises. Cross-border claims on third parties (trade and short-, medium- and long-term claims) include cross-border loans, securities, deposits with banks, investments in affiliates, and other monetary assets, as well as net revaluation gains on foreign exchange and derivative products.

Cross-border outstandings are reported based on the country of the obligor or guarantor. Outstandings backed by cash collateral are assigned to the country in which the collateral is held. For securities received as collateral, cross-border outstandings are reported in the domicile of the issuer of the securities. Cross-border resale agreements are presented based on the domicile of the counterparty in accordance with FFIEC guidelines.

Investments in and funding of local franchises represent the excess of local country assets over local country liabilities. Local country assets are claims on local residents recorded by branches and majority-owned subsidiaries of Citigroup domiciled in the country, adjusted for externally guaranteed claims and certain collateral. Local country liabilities are obligations of non-U.S. branches and majority-owned subsidiaries of Citigroup for which no cross-border guarantee has been issued by another Citigroup office.

The table below shows all countries in which total FFIEC cross-border outstandings exceed 0.75% of total Citigroup assets:

	December 31, 2007																December 31, 2006
	Cross-border claims on third parties
In billions of dollars U.S.	Banks		Public		Private		Total		Trading and short-term claims (1)		Investments in and funding of local franchises		Total cross- border outstandings		Commitments (2)		Total cross- border outstandings		Commitments (2)
India	$	2.1	$	0.5	$	14.9	$	17.5	$	14.5	$	21.5	$	39.0	$	1.7	$	24.8	$	0.7
Germany		13.7		5.1		10.5		29.3		25.6		—		29.3		46.4		38.6		43.6
United Kingdom		6.9		0.1		17.7		24.7		22.9		—		24.7		366.0		18.4		192.8
France		9.5		2.8		12.0		24.3		22.2		—		24.3		107.8		19.8		60.8
Netherlands		4.9		2.6		15.6		23.1		17.2		—		23.1		20.2		20.1		10.5
South Korea		1.6		0.1		4.3		6.0		5.8		15.9		21.9		22.0		19.7		21.4
Spain		3.1		5.9		8.4		17.4		16.2		3.9		21.3		7.4		19.7		6.8
Italy		1.8		8.6		4.4		14.8		14.3		4.0		18.8		5.1		18.6		4.0

(1) Included in total cross-border claims on third parties.

(2) Commitments (not included in total cross-border outstandings) include legally binding cross-border letters of credit and other commitments and contingencies as defined by the FFIEC. Effective March 31, 2006, the FFIEC revised the definition of commitments to include commitments to local residents to be funded with local currency local liabilities.

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BALANCE SHEET REVIEW

	December 31
In billions of dollars	2007		2006		Increase (Decrease)			% Change
Assets
Loans, net of unearned income and allowance for loan losses	$	762	$	670	$	92		14	%
Trading account assets		539		394		145		37
Federal funds sold and securities borrowed or purchased under agreements to resell		274		283		(9	)	(3	)
Investments		215		274		(59	)	(22	)
All other assets		398		263		135		51
Total assets	$	2,188	$	1,884	$	304		16	%
Liabilities
Deposits	$	826	$	712	$	114		16	%
Federal funds purchased and securities loaned or sold under agreements to repurchase		304		349		(45	)	(13	)
Short-term borrowings and long-term debt		574		389		185		48
Trading account liabilities		182		146		36		25
Other liabilities		188		168		20		12
Total liabilities	$	2,074	$	1,764	$	310		18	%
Stockholders’ equity	$	114	$	120	$	(6	)	(5	)%
Total liabilities and stockholders’ equity	$	2,188	$	1,884	$	304		16	%

Loans

Loans are an extension of credit to individuals, corporations, and government institutions. Loans vary across regions and industries and primarily include credit cards, mortgages, other real estate lending, personal loans, auto loans, student loans, and corporate loans. The majority of loans are carried at cost with a minimal amount recorded at fair value in accordance with SFAS 155 and SFAS 159.

Consumer and corporate loans comprised 76% and 24%, respectively, of total loans (net of unearned income and before the allowance for loan losses).

Consumer loans increased by $73 billion, or 14%, primarily due to:

• $44 billion, or 19%, increase in installment and revolving credit; and

• $37 billion, or 14%, increase in mortgage and real estate loans;

These increases were partially driven by acquisitions.

Corporate loans increased $19 billion, or 11%, primarily driven by an increase of $22 billion, or 16%, in commercial and industrial loans.

During 2007, average consumer loans (net of unearned income) of $553 billion yielded an average rate of 9.1%, compared to $480 billion and 9.0% in the prior year. Average corporate loans of $188 billion yielded an average rate of 8.5% in 2007, compared to $153 billion and 7.6% in the prior year.

For further information, see “Loans Outstanding” on page 41 and Note 17 to the Consolidated Financial Statements on page 145.

Trading Account Assets (Liabilities)

Trading account assets include debt and marketable equity securities, derivatives in a receivable position, residual interests in securitizations, and physical commodities inventory. In addition, certain assets that Citigroup has elected to carry at fair value under SFAS 155 and SFAS 159, such as certain loans and purchase guarantees, are also included in trading account assets. Trading account liabilities include securities sold, not yet purchased (short positions) and derivatives in a net payable position as well as certain liabilities that Citigroup has elected to carry at fair value under SFAS 155.

All trading account assets and liabilities are reported at their fair value, except for physical commodities inventory which is carried at the lower of cost or market, with unrealized gains and losses recognized in current income.

Trading account assets increased by $145 billion, or 37%, due to:

• $87 billion, or 93%, increase in corporate and other debt securities, including $45 billion of securities related to the consolidation of the Citi-advised SIVs;

• $27 billion, or 55%, increase in revaluation gains primarily consisting of increases from interest rates, foreign exchange, and credit derivative contracts, offset by an increase in netting permitted under master netting agreements;

• $20 billion, or 53%, increase in mortgage loans and collateralized mortgage securities (CMOs);

• $19 billion, or 58%, increase in foreign government securities; and

• $14 billion, or 16%, increase in equity securities.

Offset by:

• $12 billion, or 28%, decrease in U.S. Treasury and federal agency securities;

• $10 billion, or 24%, net decrease in other trading securities.

66

Total average trading account assets were $441 billion in 2007, compared to $290 billion in 2006, yielding average rates of 4.2% and 4.1%, respectively.

Trading account liabilities increased by $36 billion, or 25%, due to:

• $29 billion, or 38%, increase in revaluation losses primarily consisting of increases from interest rates, foreign exchange and credit derivative contracts, offset by an increase in netting permitted under master netting agreements; and

• $7 billion, or 10%, increase in securities sold, not yet purchased, comprising a $9 billion increase in debt securities, offset by a decrease of $2 billion in U.S. Treasury securities.

In 2007, average trading account liabilities were $105 billion, yielding an average rate of 1.4%, compared to $75 billion and 1.5% in the prior year.

For further discussion regarding trading account assets and liabilities, see Note 15 to the Consolidated Financial Statements on page 142.

Federal Funds Sold (Purchased) and Securities Borrowed (Loaned) or Purchased (Sold) Under Agreements to Resell (Repurchase)

Federal funds sold and federal funds purchased consist of unsecured advances of excess balances in reserve accounts held at Federal Reserve Banks. When the Company advances federal funds to a third party, it is selling its excess reserves. Similarly, when the Company receives federal funds, the Company is purchasing reserves from a third party. These interest-bearing transactions typically have an original maturity of one business day.

Securities borrowed and securities loaned are recorded at the amount of cash advanced or received, with a minimal amount adjusted for fair value in accordance with SFAS 159. With respect to securities borrowed, the Company pays cash collateral in an amount in excess of the market value of securities borrowed, and receives excess in the case of securities loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis with additional collateral advanced or obtained as necessary. Interest received or paid for these transactions is recorded in interest income or interest expense.

Securities purchased under agreements to resell and securities sold under agreements to repurchase are treated as collateralized financing transactions and are primarily carried at fair value in accordance with SFAS 159 since January 1, 2007; in prior periods, these agreements were carried at cost. The Company’s policy is to take possession of securities purchased under agreements to resell. The market value of securities to be repurchased and resold is monitored, and additional collateral is obtained where appropriate to protect against credit exposure.

The decrease of $9 billion, or 3%, in federal funds sold and securities borrowed or purchased under agreements to resell and the decrease of $45 billion, or 13%, in federal funds purchased and securities loaned or sold under agreements to repurchase were primarily driven by lower funding requirements for long and short positions, as well as reduced activity in the Company’s secured financing trading strategy, offset by the consolidation of Nikko Cordial.

For further information regarding these balance sheet categories, see Note 13 to the Consolidated Financial Statements on page 141.

Investments

Investments consist of fixed income and equity securities. Fixed income includes bonds, notes and redeemable preferred stock, as well as loan-backed securities (such as mortgage-backed securities) and other structured notes. Equity securities include common and nonredeemable preferred stocks. These instruments provide the Company with long-term investment opportunities while in most cases remaining relatively liquid.

These investments are primarily carried at fair value with the changes in fair value generally recognized in stockholders’ equity (accumulated other comprehensive income). Declines in fair value that are deemed other-than-temporary are recognized in current earnings, as well as gains and losses from the sale of these investment securities. Certain investments in non-marketable equity securities and certain investments that would otherwise be accounted for using the equity method are carried at fair value in accordance with SFAS 159. Changes in fair value of such investments are recorded in earnings.

Investments decreased by $59 billion, or 22%, principally due to the following decreases:

• $37 billion in mortgage-backed securities, which is primarily due to the winding down of a mortgage-backed securities program in the U.S. Consumer Lending business;

• $5 billion in U.S. Treasury and federal agency securities; and

• net $17 billion for all other securities.

For further information regarding investments, see Note 16 to the Consolidated Financial Statements on page 143.

Other Assets

Other assets are composed of cash and due from banks, deposits with banks, brokerage receivables, goodwill, intangibles, and various other assets.

Other assets increased $135 billion, or 51%, due to the following increases:

• $35 billion related to loans held-for-sale;

• $27 billion in deposits with banks, including $12 billion related to the consolidation of the Citi-advised SIVs;

• $15 billion in goodwill and intangibles, driven by acquisitions and foreign currency translation;

• $13 billion in brokerage receivables;

• $12 billion in cash and due from banks; and

• $33 billion in various other assets.

For further information regarding goodwill and intangibles, see Note 19 to the Consolidated Financial Statements on page 147. For further discussion on brokerage receivables, see Note 14 to the Consolidated Financial Statements on page 142.

Deposits

Deposits represent customer funds that are payable on demand or upon maturity. The majority of deposits are carried at cost, with a minimal amount recorded at fair value in accordance with SFAS 155 and SFAS 159. Deposits can be interest-bearing or non-interest-bearing. Interest-bearing

67

deposits payable by foreign and U.S. domestic banking subsidiaries of the Company comprise 63% and 27% of total deposits, respectively, while non-interest-bearing deposits comprise 5% and 5% of total deposits, respectively.

Total deposits increased by $114 billion, or 16%, primarily due to:

• Strong growth in corporate interest-bearing deposits in all regions, notably in Europe, Asia, and North America. Increases reflected the impact of rising short-term interest rates, as well as increased client transactional volumes and strong economic growth; and

• Growth in retail deposits primarily from high-yield savings accounts, time deposits and money market accounts in the Consumer businesses. Increased U.S. deposits were driven by organic growth through branch expansion, competitive interest rates, and marketing campaigns of new products. In regions outside the U.S., deposits grew as a result of continued branch and client acquisition and servicing channel expansion, competitive interest rates and marketing campaigns of new products.

Average deposits increased $117 billion to $704 billion in 2007, yielding an average rate of 4.1%, compared to 3.7% in the prior year.

For more information on deposits, see “Capital Resources and Liquidity” on page 75.

Debt

Debt is composed of both short-term and long-term borrowings. It includes commercial paper, borrowings from unaffiliated banks, senior notes (including collateralized advances from the Federal Home Loan Bank), subordinated notes and trust preferred securities. The majority of debt is carried at cost, with approximately $93 billion recorded at fair value in accordance with SFAS 155 and SFAS 159.

Debt increased by $185 billion, or 48%, as short-term borrowings increased $46 billion, or 45%, and long-term debt increased $139 billion, or 48%.

The increase in short-term borrowings included an increase of $52 billion in other funds borrowed, offset by a decrease of $6 billion in commercial paper. The net increase was used to fund both trading and non-trading activities.

Average commercial paper outstanding in 2007 was $45 billion and yielded an average rate of 5.2%, compared to $32 billion and 5.0% in 2006. Average other funds borrowed in 2007 was $98 billion, yielding an average rate of 3.0%, compared to $39 billion and 4.1% in the prior year.

As for long-term debt, the Company consolidated $46 billion of Citi-advised SIV long-term debt as a result of committing to provide a support facility that would resolve uncertainties regarding senior debt repayment currently facing the SIVs. In addition, long-term debt increased due to the Company’s funding of acquisitions and strategic investments, along with acquiring debt associated with these acquisitions. The funding mix is based on the dynamic liquidity characteristics of the assets funded and is intended to maintain an adequate funding and capital structure. U.S. dollar and non-U.S. dollar-denominated fixed and variable rate senior debt increased by $90 billion, while subordinated debt increased by $35 billion. Additionally, trust preferred securities increased by $14 billion, including the sale of $7.5 billion of equity units, with mandatory conversion into common shares, in a private placement to the Abu Dhabi Investment Authority.

Average long-term debt outstanding during 2007 was $317 billion, compared to $231 billion in 2006, yielding an average rate of 5.4% and 5.2%, respectively.

For more information on debt, see Note 20 to the Consolidated Financial Statements on page 149 and “Capital Resources and Liquidity” on page 75.

68

SEGMENT BALANCE SHEET AT DECEMBER 31, 2007

In millions of dollars	Global Consumer			Markets & Banking			Global Wealth Management			Alternative Investments		Corporate/Other & Consolidating Eliminations			Total Citigroup Consolidated
Assets:
Cash and due from banks	$	11,364		$	18,478		$	905		$	717	$	6,742		$	38,206
Deposits with banks		15,337			37,130			2,649			13,327		923			69,366
Federal funds sold and securities borrowed or purchased under agreements to resell		946			268,115			5,005			—		—			274,066
Brokerage receivables		488			40,466			15,993			412		—			57,359
Trading account assets		10,199			474,873			7,830			46,082		—			538,984
Investments		72,695			117,080			344			9,748		15,141			215,008
Loans, net of unearned income
Consumer		529,900			—			62,407			—		—			592,307
Corporate		—			185,621			—			65		—			185,686
Loans, net of unearned income	$	529,900		$	185,621		$	62,407		$	65	$	—		$	777,993
Allowance for loan losses		(12,158	)		(3,723	)		(236	)		—		—			(16,117	)
Total loans, net	$	517,742		$	181,898		$	62,171		$	65	$	—		$	761,876
Goodwill		29,348			9,218			2,109			529		—			41,204
Intangible assets		17,344			2,263			2,874			206		—			22,687
Other assets		69,832			73,966			4,450			1,845		18,782			168,875
Total assets	$	745,295		$	1,223,487		$	104,330		$	72,931	$	41,588		$	2,187,631
Liabilities and Equity:
Total deposits	$	319,822		$	400,299		$	106,020		$	—	$	89		$	826,230
Federal funds purchased and securities loaned or sold under agreements to repurchase		5,311			295,201			3,477			254		—			304,243
Brokerage payables		—			78,731			6,220			—		—			84,951
Trading account liabilities		392			178,481			2,538			671		—			182,082
Short-term borrowings		16,727			61,322			22,726			4,822		40,891			146,488
Long-term debt		103,567			92,287			849			45,887		184,522			427,112
Other liabilities		144,663			107,344			23,253			8,655		(180,988	)		102,927
Net intersegment funding (lending)		154,813			9,822			(60,753	)		12,642		(116,524	)		—
Stockholders’ equity		—			—			—			—		113,598			113,598
Total liabilities and stockholders’ equity	$	745,295		$	1,223,487		$	104,330		$	72,931	$	41,588		$	2,187,631

The above supplemental information reflects the Company’s consolidated GAAP balance sheet by reporting segment. The respective segment information closely depicts the assets and liabilities managed by each segment. While this presentation is not defined by GAAP, the Company believes that these non-GAAP financial measures enhance investors’

understanding of the balance sheet components managed by the underlying business segments as well as the beneficial interrelationship of the asset and liability dynamics of the balance sheet components among the Company’s business segments. The Company believes that investors may find it useful to see these non-GAAP financial measures to analyze financial performance.

69

Interest Revenue/Expense and Yields

In millions of dollars	2007			2006			2005			% Change 2007 vs. 2006		% Change 2006 vs. 2005
Interest Revenue (1)	$	124,467		$	96,497		$	75,922		29	%	27	%
Interest Expense		77,531			56,943			36,676		36		55
Net Interest Revenue (1)	$	46,936		$	39,554		$	39,246		19	%	1	%
Interest Revenue—Average Rate		6.49	%		6.48	%		5.93	%	1	bps	55	bps
Interest Expense—Average Rate		4.44	%		4.29	%		3.19	%	15	bps	110	bps
Net Interest Margin		2.45	%		2.66	%		3.06	%	(21	) bps	(40	) bps
Interest Rate Benchmarks:
Federal Funds Rate—End of Period		4.25	%		5.25	%		4.25	%	(100	) bps	100	bps
Federal Funds Rate—Average Rate		5.05	%		4.96	%		3.24	%	9	bps	172	bps
2-Year U.S. Treasury Note—Average Rate		4.36	%		4.81	%		3.85	%	(45	) bps	96	bps
10-Year U.S. Treasury Note—Average Rate		4.63	%		4.79	%		4.28	%	(16	) bps	51	bps
10-Year vs. 2-Year Spread		27	bps		(2	)bps		43	bps

(1) Excludes taxable equivalent adjustment based on the U.S. federal statutory tax rate of 35%.

A significant portion of the Company’s business activities is based upon gathering deposits and borrowing money and then lending or investing those funds. Net interest margin is calculated by dividing gross interest revenue less gross interest expense by average interest earning assets.

During 2007, pressure on net interest margin was driven by several factors. Rising overseas deposit rates and funding actions the Company has taken to lengthen its maturity profile mainly contributed to the increase of interest expense. The average rate on the Company’s assets remained flat on

an annual basis, reflecting improved commercial loan pricing, both domestically and overseas, offset by lower yields earned on deposits with banks in 2007.

During the fourth quarter of 2007, the Company’s actions to reduce asset balances and to better manage interest earning assets resulted in improvement in the interest earned on these assets. Additionally, the widening between short-term and long-term spreads resulted in upward movement in the net interest margin.

70

AVERAGE BALANCES AND INTEREST RATES—ASSETS ^{(1) (2) (3) (4)}

	Average volume						Interest revenue						% Average rate
In millions of dollars	2007		2006		2005		2007		2006		2005		2007		2006		2005
Assets
Deposits with banks (5)	$	56,905	$	37,977	$	34,211	$	3,200	$	2,289	$	1,537	5.62	%	6.03	%	4.49	%
Federal funds sold and securities borrowed or purchased under agreements to resell (6)
In U.S. offices	$	192,824	$	166,202	$	154,578	$	11,728	$	10,258	$	7,041	6.08	%	6.17	%	4.55	%
In offices outside the U.S. (5)		131,766		85,200		74,728		6,626		3,941		2,749	5.03		4.63		3.68
Total	$	324,590	$	251,402	$	229,306	$	18,354	$	14,199	$	9,790	5.65	%	5.65	%	4.27	%
Trading account assets (7) (8)
In U.S. offices	$	263,922	$	188,985	$	154,716	$	13,557	$	8,537	$	5,678	5.14	%	4.52	%	3.67	%
In offices outside the U.S. (5)		176,803		100,634		80,367		4,950		3,328		2,459	2.80		3.31		3.06
Total	$	440,725	$	289,619	$	235,083	$	18,507	$	11,865	$	8,137	4.20	%	4.10	%	3.46	%
Investments
In U.S. offices
Taxable	$	136,482	$	106,136	$	77,000	$	6,840	$	4,799	$	2,623	5.01	%	4.52	%	3.41	%
Exempt from U.S. income tax (1)		17,796		14,023		10,852		909		661		481	5.11		4.71		4.43
In offices outside the U.S. (5)		110,766		98,640		81,309		5,738		4,939		4,234	5.18		5.01		5.21
Total	$	265,044	$	218,799	$	169,161	$	13,487	$	10,399	$	7,338	5.09	%	4.75	%	4.34	%
Loans (net of unearned income) (9)
Consumer loans
In U.S. offices	$	377,097	$	341,315	$	306,396	$	31,507	$	28,538	$	24,880	8.36	%	8.36	%	8.12	%
In offices outside the U.S. (5)		175,463		138,978		130,550		18,653		14,773		14,238	10.63		10.63		10.91
Total consumer loans	$	552,560	$	480,293	$	436,946	$	50,160	$	43,311	$	39,118	9.08	%	9.02	%	8.95	%
Corporate loans
In U.S. offices	$	34,843	$	28,113	$	19,200	$	2,504	$	1,717	$	1,134	7.19	%	6.11	%	5.91	%
In offices outside the U.S. (5)		152,840		124,462		101,262		13,530		9,836		6,837	8.85		7.90		6.75
Total corporate loans	$	187,683	$	152,575	$	120,462	$	16,034	$	11,553	$	7,971	8.54	%	7.57	%	6.62	%
Total loans	$	740,243	$	632,868	$	557,408	$	66,194	$	54,864	$	47,089	8.94	%	8.67	%	8.45	%
Other interest-earning assets	$	90,707	$	57,472	$	56,095	$	4,725	$	2,881	$	2,031	5.21	%	5.01	%	3.62	%
Total interest-earning assets	$	1,918,214	$	1,488,137	$	1,281,264	$	124,467	$	96,497	$	75,922	6.49	%	6.48	%	5.93	%
Non-interest-earning assets (7)		253,469		191,408		165,604
Total assets from discontinued operations		—		—		51,270
Total assets	$	2,171,683	$	1,679,545	$	1,498,138

(1) Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $125 million, $98 million, and $158 million for 2007, 2006, and 2005, respectively.

(2) Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories. See Note 24 to the Consolidated Financial Statements on page 164.

(3) Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.

(4) Detailed average volume, interest revenue and interest expense exclude discontinued operations. See Note 3 to the Consolidated Financial Statements on page 125.

(5) Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(6) Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to FASB Interpretation No. 41, “Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements” (FIN 41), and interest revenue excludes the impact of FIN 41.

(7) The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(8) Interest expense on Trading account liabilities of Markets & Banking is reported as a reduction of interest revenue. Interest revenue and interest expense on cash collateral positions are reported in Trading account assets and Trading account liabilities, respectively.

(9) Includes cash-basis loans.

Reclassified to conform to the current period’s presentation.

71

AVERAGE BALANCES AND INTEREST RATES—LIABILITIES AND EQUITY, AND NET INTEREST REVENUE ^{(1) (2) (3) (4)}

	Average volume						Interest expense						% Average rate
In millions of dollars	2007		2006		2005		2007		2006		2005		2007		2006		2005
Liabilities
Deposits
In U.S. offices
Savings deposits (5)	$	149,304	$	134,761	$	127,783	$	4,772	$	4,056	$	2,411	3.20	%	3.01	%	1.89	%
Other time deposits		58,808		48,559		35,754		3,358		2,471		1,247	5.71		5.09		3.49
In offices outside the U.S. (6)		495,501		403,645		343,647		20,611		15,130		9,844	4.16		3.75		2.86
Total	$	703,613	$	586,965	$	507,184	$	28,741	$	21,657	$	13,502	4.08	%	3.69	%	2.66	%
Federal funds purchased and securities loaned or sold under agreements to repurchase (7)
In U.S. offices	$	244,258	$	194,726	$	173,674	$	14,339	$	11,857	$	7,737	5.87	%	6.09	%	4.45	%
In offices outside the U.S. (6)		142,370		95,937		71,921		8,689		5,591		4,118	6.10		5.83		5.73
Total	$	386,628	$	290,663	$	245,595	$	23,028	$	17,448	$	11,855	5.96	%	6.00	%	4.83	%
Trading account liabilities (8) (9)
In U.S. offices	$	46,383	$	36,983	$	34,935	$	1,142	$	891	$	544	2.46	%	2.41	%	1.56	%
In offices outside the U.S. (6)		58,228		37,802		38,737		298		228		125	0.51		0.60		0.32
Total	$	104,611	$	74,785	$	73,672	$	1,440	$	1,119	$	669	1.38	%	1.50	%	0.91	%
Short-term borrowings
In U.S. offices	$	169,457	$	120,123	$	94,342	$	6,234	$	4,195	$	2,054	3.68	%	3.49	%	2.18	%
In offices outside the U.S. (6)		64,361		24,841		18,128		1,130		614		688	1.76		2.47		3.80
Total	$	233,818	$	144,964	$	112,470	$	7,364	$	4,809	$	2,742	3.15	%	3.32	%	2.44	%
Long-term debt
In U.S. offices	$	278,958	$	206,607	$	180,167	$	14,996	$	10,596	$	6,756	5.38	%	5.13	%	3.75	%
In offices outside the U.S. (6)		37,791		24,588		31,843		1,962		1,314		1,152	5.19		5.34		3.62
Total	$	316,749	$	231,195	$	212,010	$	16,958	$	11,910	$	7,908	5.35	%	5.15	%	3.73	%
Total interest-bearing liabilities	$	1,745,419	$	1,328,572	$	1,150,931	$	77,531	$	56,943	$	36,676	4.44	%	4.29	%	3.19	%
Demand deposits in U.S. offices		12,436		10,994		10,050
Other non-interest bearing liabilities (8)		290,854		224,413		180,070
Total liabilities from discontinued operations		—		—		46,011
Total liabilities	$	2,048,709	$	1,563,979	$	1,387,062
Total stockholders’ equity (10)	$	122,974	$	115,566	$	111,076
Total liabilities and stockholders’ equity	$	2,171,683	$	1,679,545	$	1,498,138
Net interest revenue as a percentage of average interest-earning assets (11)
In U.S. offices	$	1,092,442	$	893,879	$	769,148	$	22,334	$	19,457	$	21,392	2.04	%	2.18	%	2.78	%
In offices outside the U.S. (6)		825,772		594,258		512,116		24,602		20,097		17,854	2.98		3.38		3.49
Total	$	1,918,214	$	1,488,137	$	1,281,264	$	46,936	$	39,554	$	39,246	2.45	%	2.66	%	3.06	%

(1) Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $125 million, $98 million, and $158 million for 2007, 2006, and 2005, respectively.

(2) Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories. See Note 24 to the Consolidated Financial Statements on page 164.

(3) Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.

(4) Detailed average volume, interest revenue and interest expense exclude discontinued operations. See Note 3 to the Consolidated Financial Statements on page 125.

(5) Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits.

(6) Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(7) Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to FIN 41 and interest expense excludes the impact of FIN 41.

(8) The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(9) Interest expense on Trading account liabilities of Markets & Banking is reported as a reduction of interest revenue. Interest revenue and interest expense on cash collateral positions are reported in Trading account assets and Trading account liabilities, respectively.

(10) Includes stockholders’ equity from discontinued operations.

(11) Includes allocations for capital and funding costs based on the location of the asset.

Reclassified to conform to the current period’s presentation.

72

ANALYSIS OF CHANGES IN INTEREST REVENUE ^{(1) (2) (3)}

	2007 vs. 2006							2006 vs. 2005
	Increase (decrease) due to change in:							Increase (decrease) due to change in:
In millions of dollars	Average volume		Average rate			Net change		Average volume		Average rate			Net change
Deposits with banks (4)	$	1,073	$	(162	)	$	911	$	183	$	569		$	752
Federal funds sold and securities borrowed or purchased under agreements to resell
In U.S. offices	$	1,621	$	(151	)	$	1,470	$	562	$	2,655		$	3,217
In offices outside the U.S. (4)		2,316		369			2,685		420		772			1,192
Total	$	3,937	$	218		$	4,155	$	982	$	3,427		$	4,409
Trading account assets (5)
In U.S. offices	$	3,730	$	1,290		$	5,020	$	1,400	$	1,459		$	2,859
In offices outside the U.S. (4)		2,198		(576	)		1,622		658		211			869
Total	$	5,928	$	714		$	6,642	$	2,058	$	1,670		$	3,728
Investments (1)
In U.S. offices	$	1,670	$	619		$	2,289	$	1,325	$	1,031		$	2,356
In offices outside the U.S. (4)		624		175			799		873		(168	)		705
Total	$	2,294	$	794		$	3,088	$	2,198	$	863		$	3,061
Loans—consumer
In U.S. offices	$	2,990	$	(21	)	$	2,969	$	2,902	$	756		$	3,658
In offices outside the U.S. (4)		3,879		1			3,880		902		(367	)		535
Total	$	6,869	$	(20	)	$	6,849	$	3,804	$	389		$	4,193
Loans—corporate
In U.S. offices	$	453	$	334		$	787	$	543	$	40		$	583
In offices outside the U.S. (4)		2,419		1,275			3,694		1,720		1,279			2,999
Total	$	2,872	$	1,609		$	4,481	$	2,263	$	1,319		$	3,582
Total loans	$	9,741	$	1,589		$	11,330	$	6,067	$	1,708		$	7,775
Other interest-earning assets	$	1,727	$	117		$	1,844	$	51	$	799		$	850
Total interest revenue	$	24,700	$	3,270		$	27,970	$	11,539	$	9,036		$	20,575

(1) The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35% and is excluded from this presentation.

(2) Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total net change.

(3) Detailed average volume, interest revenue and interest expense exclude discontinued operations. See Note 3 to the Consolidated Financial Statements on page 125.

(4) Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5) Interest expense on Trading account liabilities of Markets & Banking is reported as a reduction of interest revenue. Interest revenue and interest expense on cash collateral positions are reported in Trading account assets and Trading account liabilities, respectively.

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ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE ^{(1) (2) (3)}

	2007 vs. 2006							2006 vs. 2005
	Increase (decrease) due to change in:							Increase (decrease) due to change in:
In millions of dollars	Average volume		Average rate			Net change		Average volume			Average rate			Net change
Deposits
In U.S. offices	$	933	$	670		$	1,603	$	487		$	2,382		$	2,869
In offices outside the U.S. (4)		3,698		1,783			5,481		1,910			3,376			5,286
Total	$	4,631	$	2,453		$	7,084	$	2,397		$	5,758		$	8,155
Federal funds purchased and securities loaned or sold under agreements to repurchase
In U.S. offices	$	2,921	$	(439	)	$	2,482	$	1,023		$	3,097		$	4,120
In offices outside the U.S. (4)		2,822		276			3,098		1,398			75			1,473
Total	$	5,743	$	(163	)	$	5,580	$	2,421		$	3,172		$	5,593
Trading account liabilities (5)
In U.S. offices	$	231	$	20		$	251	$	34		$	313		$	347
In offices outside the U.S. (4)		109		(39	)		70		(3	)		106			103
Total	$	340	$	(19	)	$	321	$	31		$	419		$	450
Short-term borrowings
In U.S. offices	$	1,804	$	235		$	2,039	$	667		$	1,474		$	2,141
In offices outside the U.S. (4)		737		(221	)		516		209			(283	)		(74	)
Total	$	2,541	$	14		$	2,555	$	876		$	1,191		$	2,067
Long-term debt
In U.S. offices	$	3,868	$	532		$	4,400	$	1,095		$	2,745		$	3,840
In offices outside the U.S. (4)		686		(38	)		648		(303	)		465			162
Total	$	4,554	$	494		$	5,048	$	792		$	3,210		$	4,002
Total interest expense	$	17,809	$	2,779		$	20,588	$	6,517		$	13,750		$	20,267
Net interest revenue	$	6,891	$	491		$	7,382	$	5,022		$	(4,714	)	$	308

(1) The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35% and is excluded from this presentation.

(2) Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total net change.

(3) Detailed average volume, interest revenue and interest expense exclude discontinued operations. See Note 3 to the Consolidated Financial Statements on page 125.

(4) Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5) Interest expense on Trading account liabilities of Markets & Banking is reported as a reduction of interest revenue. Interest revenue and interest expense on cash collateral positions are reported in Trading account assets and Trading account liabilities, respectively.

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CAPITAL RESOURCES AND LIQUIDITY

CAPITAL RESOURCES

Overview

Capital is generally generated via earnings from operating businesses. This is augmented through issuance of common stock, convertible preferred stock, preferred stock and subordinated debt, and equity issued as a result of employee benefit plans. Capital is used primarily to support asset growth in the Company’s businesses and is sufficient to absorb unexpected market, credit or operational losses. Excess capital is used to pay dividends to shareholders, fund acquisitions and repurchase stock.

Citigroup’s capital management framework is designed to ensure that Citigroup and its principal subsidiaries maintain sufficient capital consistent with the Company’s risk profile, all applicable regulatory standards and guidelines, and external rating agency considerations. The capital management process is centrally overseen by senior management and is reviewed at the entity and country level.

Senior management oversees the capital management process of Citigroup and its principal subsidiaries mainly through Citigroup’s Global Finance and Asset and Liability Committee (FinALCO). The Committee is comprised of the senior-most management of Citigroup for the purpose of engaging management in decision-making and related discussions with treasurers on capital and liquidity. The Committee’s responsibilities include: determining the financial structure of Citigroup and its principal subsidiaries; ensuring that Citigroup and its regulated entities are adequately capitalized; determining appropriate asset levels and return hurdles for Citigroup and individual businesses; reviewing the funding and capital markets plan for Citigroup; monitoring interest rate risk, corporate and bank liquidity, the impact of currency translation on non-U.S. earnings and capital; and reviewing and recommending for Board consideration share repurchase levels and dividends on preferred and common stock. The FinALCO has established capital targets for Citigroup and for significant subsidiaries. These targets exceed the regulatory standards.

Capital Ratios

Citigroup is subject to risk-based capital ratio guidelines issued by the FRB. Capital adequacy is measured via two risk-based ratios, Tier 1 and Total Capital (Tier 1 + Tier 2 Capital). Tier 1 Capital is considered core capital while Total Capital also includes other items such as subordinated debt and loan loss reserves. Both measures of capital are stated as a percent of risk-adjusted assets. Risk-adjusted assets are measured primarily on their perceived credit risk and include certain off-balance-sheet exposures, such as unfunded loan commitments and letters of credit and the notional amounts of derivative and foreign exchange contracts. Citigroup is also subject to the Leverage Ratio requirement, a non-risk-based asset ratio, which is defined as Tier 1 Capital as a percentage of adjusted average assets.

To be “well capitalized” under federal bank regulatory agency definitions, a bank holding company must have a Tier 1 Capital Ratio of at least 6%, a Total Capital Ratio of at least 10%, and a Leverage Ratio of at least 3%, and not be subject to an FRB directive to maintain higher capital levels.

As noted in the following table, Citigroup maintained a “well capitalized” position during both 2007 and 2006.

Citigroup Regulatory Capital Ratios ⁽¹⁾

At year end	2007	(3)	2006
Tier 1 Capital	7.12	%	8.59	%
Total Capital (Tier 1 and Tier 2)	10.70		11.65
Leverage (2)	4.03		5.16

(1) The FRB granted interim capital relief for the impact of adopting SFAS 158.

(2) Tier 1 Capital divided by adjusted average assets.

(3) The impact of including Citigroup’s own credit rating in valuing derivatives and debt carried at fair value upon the adoption of SFAS 157 is excluded from Tier 1 Capital at December 31, 2007.

Components of Capital Under Regulatory Guidelines

In millions of dollars at year end	2007			2006
Tier 1 Capital
Common stockholders’ equity	$	113,598		$	118,783
Qualifying perpetual preferred stock		—			1,000
Qualifying mandatorily redeemable securities of subsidiary trusts		23,594			9,579
Minority interest		4,077			1,107
Less: Net unrealized gains on securities available-for-sale (1)		(471	)		(943	)
Less: Accumulated net losses on cash flow hedges, net of tax		3,163			61
Less: Pension liability adjustment, net of tax (2)		1,057			1,647
Less: Cumulative effect included in fair value of financial liabilities attributable to credit worthiness, net of tax (3)		(1,352	)		—
Less: Restricted Core Capital Elements (4)		(1,364	)		—
Less: Intangible assets:
Goodwill		(41,204	)		(33,415	)
Other disallowed intangible assets		(10,511	)		(6,127	)
Other		(1,361	)		(793	)
Total Tier 1 Capital	$	89,226		$	90,899
Tier 2 Capital
Allowance for credit losses (5)	$	15,778		$	10,034
Qualifying debt (6)		26,690			21,891
Unrealized marketable equity securities gains (1)		1,063			436
Restricted Core Capital Elements (4)		1,364			—
Total Tier 2 Capital	$	44,895		$	32,361
Total Capital (Tier 1 and Tier 2)	$	134,121		$	123,260
Risk-Adjusted Assets (7)	$	1,253,321		$	1,057,872

(1) Tier 1 Capital excludes unrealized gains and losses on debt securities available-for-sale in accordance with regulatory risk-based capital guidelines. Institutions are required to deduct from Tier 1 Capital net unrealized holding gains on available-for-sale equity securities with readily determinable fair values, net of tax. The federal bank regulatory agencies permit institutions to include in Tier 2 Capital up to 45% of pretax net unrealized holding gains on available-for-sale equity securities with readily determinable fair values, net of tax.

(2) The FRB granted interim capital relief for the impact of adopting SFAS 158.

(3) The impact of including Citigroup’s own credit rating in valuing derivatives and debt carried at fair value upon the adoption of SFAS 157 is excluded from Tier 1 Capital at December 31, 2007.

(4) Represents the excess of allowable restricted core capital in Tier 1 Capital. Restricted core capital is limited to 25% of all core capital elements, net of goodwill.

(5) Can include up to 1.25% of risk-adjusted assets. Any excess allowance is deducted from risk-adjusted assets.

(6) Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(7) Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $91.3 billion for interest rate, commodity and equity derivative contracts and foreign-exchange contracts as of December 31, 2007, compared with $77.1 billion as of December 31, 2006. Market-risk-equivalent assets included in risk-adjusted assets amounted to $109.0 billion at December 31, 2007 and $40.1 billion at December 31, 2006, respectively. Risk-adjusted assets also include the effect of other off-balance-sheet exposures, such as unused loan commitments and letters of credit, and reflect deductions for certain intangible assets and any excess allowance for credit losses.

Common stockholders’ equity decreased approximately $5.2 billion to $113.6 billion, representing 5.2% of total assets as of December 31, 2007 from $118.8 billion and 6.3% at December 31, 2006.

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Recently Announced Financial Actions to Enhance Citigroup’s Capital Base

During the fourth quarter of 2007 and January 2008, the Company raised approximately $30 billion (of which $11.8 billion closed by December 31, 2007) of qualifying Tier 1 Capital. These transactions included the issuance of convertible preferred and straight (non-convertible) preferred securities, equity units, and enhanced trust-preferred securities (TruPS). The Company also completed the acquisition of the remaining Nikko Cordial shares that it did not already own, by issuing 175 million Citigroup common shares (approximately $4.4 billion based on the exchange terms) in exchange for those Nikko Cordial shares.

Pro forma for the issuance of new securities referred to above (including the common shares issued in connection with the Nikko Cordial transaction), the Company’s December 31, 2007 Tier 1 Capital ratio would be approximately 8.8% and its Tangible Common Equity (TCE) as a percent of Risk Weighted Managed Assets (RWMA) ratio would be approximately 6.9%. These ratios compare to the reported Tier 1 Capital Ratio of 7.12% and TCE/RWMA of 5.6% at December 31, 2007. The pro forma ratios would exceed management’s stated targets for the Tier 1 Capital and the TCE/RWMA ratio of 7.5% and 6.5%, respectively.

Issuance of $12.5 Billion of Convertible Preferred Stock in a Private Offering

The private offering, which settled on January 23, 2008, included a $6.88 billion investment from the Government of Singapore Investment Corporation Pte Ltd as well as investments from Capital Research Global Investors; Capital World Investors; the Kuwait Investment Authority; the New Jersey Division of Investment; HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud; and Sanford I. Weill and The Weill Family Foundation.

The convertible preferred stock will pay, when and if declared by the Company’s Board of Directors, dividends in cash at a rate of 7% per annum, payable quarterly. The first dividend payment date was February 15, 2008. Each share of convertible preferred stock will be convertible at any time, at the option of the holder, into shares of common stock of the Company at a conversion price of $31.62 per share of common stock. The convertible preferred stock is perpetual and has no maturity date.

On or after February 15, 2013, the convertible preferred stock, at the option of the Company, will be convertible into the Company’s common stock at the conversion price, if the price of the Company’s common stock exceeds 130% of the conversion price. On or after February 15, 2015, the Company may redeem for cash the convertible preferred stock on any dividend payment date, subject to a capital replacement covenant for any redemption prior to February 15, 2020.

The conversion price is subject to reset in the case of certain equity and equity-linked issuances of Citigroup before January 23, 2009 with gross proceeds in excess of $5 billion with a reference price and/or conversion price that is lower than that of the convertible preferred stock. Under no circumstances will the conversion price be reset to less than $26.35 per share.

The investors in the private offering agreed not to sell, transfer or hedge the securities or their exposure to the underlying common stock of the Company for a period of six months following January 23, 2008. Each of the investors has agreed to cap its ownership of the voting securities of the Company at specific levels based on bank regulatory and foreign ownership provisions and other considerations. Each investor acted individually in making its investment; there has been no coordination or negotiation among these investors; and the investors have agreed not to act in concert with one another or others going forward. In addition, none of the investors will have any special governance rights or any role in the management of Citigroup, including no right to designate a member of the Citigroup Board of Directors, subject to the customary right of preferred stockholders to elect two members to the Board upon non-payment of dividends for six dividend periods.

Issuance of Approximately $3.2 Billion of Convertible Preferred Stock in a Public Offering

The Company issued approximately $3.2 billion of 6.5% Series T Non-Cumulative Convertible Preferred Stock. The primary offering settled on January 23, 2008 and the over-allotment shares settled on January 29, 2008.

The Series T Convertible Preferred Stock will pay, when and if declared by the Company’s Board of Directors, dividends in cash at a rate of 6.5% per annum, payable quarterly. The first dividend payment date was February 15, 2008.

Each share of the Series T Convertible Preferred Stock will be convertible at any time, at the option of the holder, into shares of common stock of the Company at a conversion price of $33.73 per share of common stock. The Series T Convertible Preferred Stock is perpetual and has no maturity date.

On or after February 15, 2013, the Series T Preferred Stock, at the option of the Company, will be convertible into the Company’s common stock at the conversion price, if the price of the Company’s common stock exceeds 130% of the conversion price. On or after February 15, 2015, the Company may redeem for cash the Series T Convertible Preferred Stock on any dividend payment date, subject to a capital replacement covenant for any redemption prior to February 15, 2020. Investors will have no right to vote in elections of directors, subject to the customary right of preferred stockholders to elect two members to the Board upon non-payment of dividends for six dividend periods.

Issuance of Approximately $3.7 Billion of Straight Preferred Stock in a Public Offering

The Company issued approximately $3.7 billion of Series AA 8.125% non-cumulative preferred stock, which settled on January 25, 2008. The Series AA preferred stock will pay, when and if declared by the Company’s Board of Directors, dividends in cash at a rate of 8.125% per annum, payable quarterly. The first dividend payment date was February 15, 2008. The Series AA preferred stock is perpetual and has no maturity date.

On or after February 15, 2018, the Company may redeem for cash the Series AA preferred stock on any dividend payment date, subject to a capital replacement covenant for any redemption prior to February 15, 2023.

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Investors will have no right to vote in elections of directors, subject to the customary right of preferred stockholders to elect two members to the Board upon non-payment of dividends for six dividend periods.

Lowering the Company’s Quarterly Dividend to $0.32 Per Share

On January 14, 2008 the Board declared a quarterly dividend on the Company’s common stock of $0.32 per share, which was paid on February 22, 2008, to stockholders of record on February 4, 2008. This action would result in a reduction in the dividend level of approximately $4.4 billion from the previous year. This new dividend level will allow the Company to reinvest in growth opportunities and properly position the Company for both favorable and unfavorable economic conditions. Dividend levels are set and dividends are declared by the Board of Directors.

Continuing Sales of Non-Core Assets

During the fourth quarter, the Company sold an ownership interest in Nikko Cordial’s Simplex Investment Advisors. In addition, the Company is continuing to reduce its consumer-based holdings of mortgage-backed securities and other assets held in its Securities and Banking business.

Completion of the Acquisition of Nikko Cordial

On January 29, 2008, Citigroup completed the acquisition of the remaining Nikko Cordial shares that it did not already own, by issuing 175 million Citigroup common shares (approximately $4.4 billion based on the exchange terms) in exchange for those Nikko Cordial shares.

$7.5 Billion of Equity Units sold to the Abu Dhabi Investment Authority (ADIA) in a Private Offering

On December 3, 2007 the Company sold $7.5 billion of Equity Units in a private placement to the Abu Dhabi Investment Authority (ADIA).

The Equity Units consist of four series of trust preferred securities and four series of forward purchase contracts to acquire Citigroup common stock. Each Equity Unit will pay a fixed annual rate of 11%, payable quarterly, consisting of a payment on each series of trust preferred securities and a contract payment on the purchase contracts.

The common stock purchase contracts will settle on dates ranging from March 15, 2010 to September 15, 2011, subject to adjustment. Prior to the settlement of the purchase contracts, the trust preferred securities will be re-marketed to new investors on market terms. The proceeds of such re-marketings are expected to be used to settle the common stock purchase contracts. The trust preferred securities have no stated maturity, but will be redeemable between 2041 and 2042, subject to earlier redemption.

Each Equity Unit provides for the purchase of Citigroup common shares at a price per share that originally ranged from $31.83 per share to $37.24 per share. The maximum purchase price is subject to reset in the case of certain equity and equity-linked issuances of Citigroup in excess of $5 billion prior to December 3, 2008. After giving effect to Citigroup’s issuance in the private placements and the public offering of all the Convertible

Preferred Stock, if the applicable reset were effected currently, the maximum purchase price per share would be $32.05. The actual reset will be determined and effected within 90 days after December 3, 2008 and will be subject to further adjustment for additional issues of reset-causing equity or equity-linked securities before December 3, 2008.

ADIA may not transfer, sell or hedge the Equity Units or its exposure to the underlying common shares until at least December 3, 2009. After December 3, 2009 and until three years after the final stock settlement date, ADIA is subject to certain manner of sale restrictions with respect to its common shares. ADIA agreed that its aggregate ownership of Citigroup’s common shares, including those purchased pursuant to these Equity Units, will not exceed 4.9% of Citigroup’s total common shares then outstanding and that it will have no special rights of ownership or control and no role in the management or governance of Citigroup, including no right to designate a member of the Citigroup Board of Directors.

Issuance of Enhanced Trust Preferred Securities (TruPS) in Public Offerings

During the fourth quarter, the Company issued a total of $4.2875 billion of Enhanced TruPS. On December 21, 2007, the Company settled a $3.5 billion offering of Enhanced TruPS. These securities bear an 8.30% coupon. On November 27, 2007, the Company settled a $787.5 million offering of Enhanced TruPS. These securities bear a 7.875% coupon.

Common Equity

The table below summarizes the change in common stockholders’ equity:

In billions of dollars
Common Equity, December 31, 2006	$	118.8
Adjustment to opening retained earnings balance, net of taxes (1)		(0.2	)
Adjustment to opening Accumulated other comprehensive income (loss) balance, net of taxes (2)		0.1
Net income		3.6
Employee benefit plans and other activities		3.4
Dividends		(10.8	)
Issuance of shares for Grupo Cuscatlan acquisition		0.8
Issuance of shares for ATD acquisition		0.6
Present value of stock purchase contract payments		(0.9	)
Treasury stock acquired		(0.7	)
Net change in Accumulated other comprehensive income (loss), net of tax		(1.1	)
Common Equity, December 31, 2007	$	113.6

(1) The adjustment to the opening balance of Retained earnings represents the total of the after-tax gain (loss) amounts for the adoption of the following accounting pronouncements:

• SFAS 157, for $75 million,

• SFAS 159, for $(99) million,

• FSP FAS No. 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (FSP 13-2), for $(148) million, and

• FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), for $(14) million.

See Notes 1 and 26 to the Consolidated Financial Statements on pages 111 and 167, respectively.

(2) The after-tax adjustment to the opening balance of Accumulated other comprehensive income (loss) represents the reclassification of the unrealized gains (losses) related to the Legg Mason securities as well as several miscellaneous items previously reported in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115). These available-for-sale securities were reclassified to Retained earnings upon the adoption of the fair value option in accordance with SFAS 159. See Notes 1 and 26 to the Consolidated Financial Statements on pages 111 and 167, respectively, for further discussions.

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The decrease in the common stockholders’ equity ratio during the twelve months ended December 31, 2007 reflected the above items and a 16% increase in total assets.

As of December 31, 2007, $6.7 billion remained under authorized repurchase programs after the repurchase of $0.7 billion and $7.0 billion in shares during 2007 and 2006, respectively. As a result of developments in the latter half of 2007, including CDO write-downs and recent acquisitions, it is anticipated that the Company will not resume its share repurchase program in the near future. For further details, see “Unregistered Sales of Equity Securities and Use of Proceeds” on page 199.

On June 18, 2007, Citigroup redeemed for cash shares of its 6.365% Cumulative Preferred Stock, Series F, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption.

On July 11, 2007, Citigroup redeemed for cash shares of its 6.213% Cumulative Preferred Stock, Series G, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption.

On September 10, 2007, Citigroup redeemed for cash shares of its 6.231% Cumulative Preferred Stock, Series H, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption.

On October 9, 2007, Citigroup redeemed for cash shares of its 5.864% Cumulative Preferred Stock, Series M, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption.

For further details, see Note 21 to the Consolidated Financial Statements on page 153.

The table below summarizes the Company’s repurchase activity:

In millions, except per share amounts	Total common shares repurchased	Dollar value of shares repurchased	Average price paid per share	Dollar value of remaining authorized repurchase program
First quarter 2007	12.1	$   645	$53.37	$6,767
Second quarter 2007	0.1	8	51.42	6,759
Third quarter 2007	0.2	10	46.95	6,749
Fourth quarter 2007	—	—	—	6,749
Total – 2007	12.4	$   663	$53.24	$6,749
Total – 2006	144.0	$7,000	$48.60	$7,412

Mandatorily Redeemable Securities of Subsidiary Trusts

Total mandatorily redeemable securities of subsidiary trusts (trust preferred securities), which qualify as Tier 1 Capital, were $23.594 billion at December 31, 2007, as compared to $9.579 billion at December 31, 2006.

In 2007, Citigroup issued $7.500 billion, $3.500 billion, $0.788 billion, $1.225 billion, $1.004 billion, and $1.100 billion of Enhanced Trust Preferred Securities through Citigroup Capital XXIX-XXXII (ADIA), Citigroup Capital XXI, Citigroup Capital XX, Citigroup Capital XIX, Citigroup Capital XVIII, and Citigroup Capital XVII, respectively. On April 23, 2007, March 26, 2007, and March 18, 2007, Citigroup redeemed for cash all of the $22 million, $25 million, and $23 million Trust Preferred Securities of Adam Capital Trust II, Adam Statutory Trust II, and Adam Statutory Trust I, respectively, at the redemption price of $1,000 per preferred security plus any accrued distribution up to, but excluding, the date of redemption. On February 15, 2007, Citigroup redeemed for cash all of the $300 million Trust Preferred Securities of Citicorp Capital I, $450 million of Citicorp Capital II, and $400 million of Citigroup Capital II, at the redemption price of $1,000 per preferred security plus any accrued distribution up to, but excluding, the date of redemption. See Note 20 to the Consolidated Financial Statements on page 149 for details on these new issuances.

In 2006, Citigroup issued $1.600 billion, $1.185 billion, and $565 million of Enhanced Trust Preferred Securities through Citigroup Capital XVI, Citigroup Capital XV, and Citigroup Capital XIV, respectively. On December 8, 2006, Citigroup redeemed for cash all of the $25 million Trust Preferred Securities of Adam Capital Trust I, at the redemption price of $1,000 per preferred security plus any accrued distribution up to, but excluding, the date of redemption.

The FRB issued a final rule, with an effective date of April 11, 2005, which retains trust preferred securities in Tier 1 Capital of Bank Holding Companies (BHCs), but with stricter quantitative limits and clearer qualitative standards. Under the rule, after a five-year transition period, the aggregate amount of trust preferred securities and certain other restricted core capital elements included in Tier 1 Capital of internationally active banking organizations, such as Citigroup, would be limited to 15% of total core capital elements, net of goodwill, less any associated deferred tax liability. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 Capital, subject to restrictions. At December 31, 2007, Citigroup had approximately 21% against the limit. The Company expects to be within restricted core capital limits prior to the implementation date of March 31, 2009.

The FRB permits additional securities, such as the equity units sold to ADIA, to be included in Tier 1 Capital up to 25% (including the restricted core capital elements in the 15% limit) of total core capital elements, net of goodwill less any associated deferred tax liability. At December 31, 2007, Citigroup had approximately 26% against the limit. As a result, approximately $1.4 billion of equity units were included in Tier 2 Capital but will constitute Tier 1 Capital in the future as core capital levels grow.

The FRB granted interim capital relief for the impact of adopting SFAS 158 at December 31, 2007 and December 31, 2006.

The FRB and the FFIEC may propose amendments to, and issue interpretations of, risk-based capital guidelines and reporting instructions. These may affect reported capital ratios and net risk-adjusted assets.

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Capital Resources of Citigroup’s Depository Institutions

Bank Consolidation Project: During 2006, Citigroup undertook a bank consolidation project, as well as the reorganization of its U.S. mortgage banking business. CitiFinancial Credit Company (CCC), an indirect wholly owned subsidiary of Citigroup, transferred its ownership of Citicorp Trust Bank, fsb to Citigroup. Citibank, N.A. transferred its investment in Citibank (South Dakota), N.A. (the Company’s primary banking entity responsible for U.S. credit card activities) to Citigroup. In addition, a majority of the Company’s U.S. consumer mortgage lending activity was consolidated within Citibank, N.A. as Citibank (West), FSB, Citibank Texas, N.A., Citibank, FSB and Citibank Delaware were merged into Citibank, N.A. As a result, Citigroup reduced its overall number of U.S.-insured depository institutions from 12 to five.

Capital Ratios of Depository Institutions: Citigroup’s subsidiary depository institutions in the United States are subject to risk-based capital guidelines issued by their respective primary federal bank regulatory agencies, which are similar to the FRB’s guidelines. To be “well capitalized” under federal bank regulatory agency definitions, Citigroup’s depository institutions must have a Tier 1 Capital Ratio of at least 6%, a Total Capital (Tier 1 + Tier 2 Capital) Ratio of at least 10% and a Leverage Ratio of at least 5%, and not be subject to a regulatory directive to meet and maintain higher capital levels.

At December 31, 2007, all of Citigroup’s subsidiary depository institutions were “well capitalized” under the federal regulatory agencies’ definitions, including Citigroup’s primary depository institution, Citibank, N.A., as noted in the following table:

Citibank, N.A. Regulatory Capital Ratios ⁽¹⁾

At year end	2007	(2)	2006
Tier 1 Capital	8.98	%	8.32	%
Total Capital (Tier 1 and Tier 2)	13.33		12.39
Leverage (3)	6.65		6.09

(1) The U.S. Banking Agencies granted interim capital relief for the impact of adopting SFAS 158.

(2) The impact of including Citigroup’s own credit rating in determining the fair value of derivatives and issued debt carried at fair value upon the adoption of SFAS 157 is excluded from Tier 1 Capital at December 31, 2007.

(3) Tier 1 Capital divided by adjusted average assets.

Citibank, N.A. Components of Capital Under Regulatory Guidelines ⁽¹⁾

In billions of dollars at year end		2007	(2)		2006
Tier 1 Capital	$	82.0		$	59.9
Total Capital (Tier 1 and Tier 2)		121.6			89.1

(1) The U.S. Banking Agencies granted interim capital relief for the impact of adopting SFAS 158.

(2) The impact of including Citigroup’s own credit rating in determining the fair value of derivatives and issued debt carried at fair value upon the adoption of SFAS 157 is excluded from Tier 1 Capital at December 31, 2007.

Citibank, N.A. had net income for 2007 amounting to $2.3 billion. During 2007, Citibank, N.A. received contributions from its parent company of $25.3 billion.

During 2007, Citibank, N.A. issued an additional $5.2 billion of subordinated notes to Citicorp Holdings Inc. that qualify for inclusion in Citibank, N.A.’s Tier 2 Capital. Total subordinated notes issued to Citicorp Holdings Inc. that were outstanding at December 31, 2007 and December 31, 2006, and included in Citibank, N.A.’s Tier 2 Capital, amounted to $28.2 billion and $23.0 billion, respectively.

Broker-Dealer Subsidiaries

The Company’s broker-dealer subsidiaries–including Citigroup Global Markets Inc. (CGMI), an indirect wholly owned subsidiary of Citigroup Global Markets Holdings Inc. (CGMHI)–are subject to various securities and commodities regulations and capital adequacy requirements of the regulatory and exchange authorities of the countries in which they operate. The Company’s U.S.-registered broker-dealer subsidiaries, including CGMI, are subject to the Securities and Exchange Commission’s Net Capital Rule, Rule 15c3-1 (the Net Capital Rule) under the Exchange Act.

Under the Net Capital Rule, CGMI is required to maintain minimum net capital equal to 2% of aggregate debit items, as defined. Under NYSE regulations, CGMI may be required to reduce its business if its net capital is less than 4% of aggregate debit items and may also be prohibited from expanding its business or paying cash dividends if resulting net capital would be less than 5% of aggregate debit items. Furthermore, the Net Capital Rule does not permit withdrawal of equity or subordinated capital if the resulting net capital would be less than 5% of aggregate debit items.

CGMI computes net capital in accordance with the provisions of Appendix E of the Net Capital Rule. This methodology allows CGMI to compute market risk capital charges using internal value-at-risk models. Under Appendix E, CGMI is also required to hold tentative net capital in excess of $1 billion and net capital in excess of $500 million. The firm is also required to notify the SEC in the event that its tentative net capital is less than $5 billion.

Compliance with the Net Capital Rule could limit those operations of CGMI that require the intensive use of capital, such as underwriting and trading activities and the financing of customer account balances, and also restrict CGMHI’s ability to withdraw capital from its broker-dealer subsidiaries, which in turn could limit CGMHI’s ability to pay dividends and make payments on its debt.

At December 31, 2007, CGMI had net capital, computed in accordance with the Net Capital Rule, of $5.4 billion, which exceeded the minimum requirement by $4.6 billion.

In addition, certain of the Company’s broker-dealer subsidiaries are subject to regulation in the other countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. The Company’s broker-dealer subsidiaries were in compliance with their capital requirements at December 31, 2007. See further discussions on “Capital Requirements” on page 194.

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Regulatory Capital Standards Developments

Citigroup supports the move to a new set of risk-based regulatory capital standards, published on June 26, 2004 (and subsequently amended in November 2005) by the Basel Committee on Banking Supervision, consisting of central banks and bank supervisors from 13 countries. The international version of the Basel II framework will allow Citigroup to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations.

On December 7, 2007, the U.S. banking regulators published the rules for large banks to comply with Basel II in the U.S. These rules require Citigroup, as a large and internationally active bank, to comply with the most advanced Basel II approaches for calculating credit and operational risk capital requirements. The U.S. implementation timetable consists of a parallel calculation period under the current regulatory capital regime (Basel I) and Basel II, starting any time between April 1, 2008, and April 1, 2010 followed by a three-year transition period, typically starting 12 months after the beginning of parallel reporting. The U.S. regulators have reserved the right to change how Basel II is applied in the U.S. following a review at the end of the second year of the transitional period, and to retain the existing prompt corrective action and leverage capital requirements applicable to banking organizations in the U.S. The Company is currently reviewing its timetable for adoption.

FUNDING

Overview

As a financial holding company, substantially all of Citigroup’s net earnings are generated within its operating subsidiaries. These subsidiaries make funds available to Citigroup, primarily in the form of dividends. Certain subsidiaries’ dividend paying abilities may be limited by covenant restrictions in credit agreements, regulatory requirements and/or rating agency requirements that also impact their capitalization levels.

During the third and fourth quarters of 2007 the Company took a series of actions to reduce potential funding risks related to short-term market dislocations. The amount of commercial paper outstanding was reduced and the weighted-average maturity was extended, the Parent Company liquidity portfolio (a portfolio of cash and highly liquid securities) and broker-dealer “cash box” (unencumbered cash deposits) were increased substantially, and the amount of unsecured overnight bank borrowings was reduced. As of December 31, 2007, the Parent Company liquidity portfolio and broker-dealer “cash box” totaled $24.2 billion as compared with $11.4 billion at June 30, 2007.

Banking Subsidiaries

There are various legal limitations on the ability of Citigroup’s subsidiary depository institutions to extend credit, pay dividends or otherwise supply funds to Citigroup and its nonbank subsidiaries. The approval of the Office of the Comptroller of the Currency, in the case of national banks, or the Office of Thrift Supervision, in the case of federal savings banks, is required if total dividends declared in any calendar year exceed amounts specified by the applicable agency’s regulations. State-chartered depository institutions are subject to dividend limitations imposed by applicable state law.

As of December 31, 2007, Citigroup’s subsidiary depository institutions could declare dividends to their parent companies, without regulatory approval, of approximately $13.4 billion. In determining the dividends, each depository institution must also consider its effect on applicable risk-based capital and leverage ratio requirements, as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Consistent with these considerations, Citigroup estimates that, as of December 31, 2007, its subsidiary depository institutions could distribute dividends to Citigroup of the entire $13.4 billion.

Non-Banking Subsidiaries

Citigroup also receives dividends from its nonbank subsidiaries. These nonbank subsidiaries are generally not subject to regulatory restrictions on dividends. However, as discussed in “Capital Resources and Liquidity” on page 75, the ability of CGMHI to declare dividends can be restricted by capital considerations of its broker-dealer subsidiaries.

During 2008, it is not anticipated that any restrictions on the subsidiaries’ dividending capability will restrict Citigroup’s ability to meet its obligations as and when they become due.

Sources of Liquidity

Primary sources of liquidity for Citigroup and its principal subsidiaries include:

• deposits;

• collateralized financing transactions;

• senior and subordinated debt;

• commercial paper;

• trust preferred and preferred securities; and

• purchased/wholesale funds.

Citigroup and its principal subsidiaries also generate funds through securitizing financial assets, including credit card receivables and single-family or multi-family residences. See Note 23 to the Consolidated Financial Statements on page 156 for additional information about securitization activities. Finally, Citigroup’s net earnings provide a significant source of funding to the corporation.

Citigroup’s funding sources are well diversified across funding types and geography, a benefit of the strength of the global franchise. Funding for the parent and its major operating subsidiaries includes a large geographically diverse retail and corporate deposit base of $826.2 billion. A significant portion of these deposits has been, and is expected to be, long-term and stable and is considered core. There are qualitative as well as quantitative assessments that determine the Company’s calculation of core deposits. The first step in this process is a qualitative assessment of the deposits. For example, as a result of the Company’s qualitative analysis certain deposits with wholesale funding characteristics are excluded from consideration as core. Deposits that qualify under the Company’s qualitative assessments are then subjected to quantitative analysis.

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Citigroup and its subsidiaries have a significant presence in the global capital markets. The Company’s capital markets funding activities are primarily undertaken by two legal entities: (i) Citigroup Inc., which issues long-term debt, medium-term notes, trust preferred securities, and preferred and common stock; and (ii) Citigroup Funding Inc. (CFI), a first-tier subsidiary of Citigroup, which issues commercial paper, medium-term notes and structured equity-linked and credit-linked notes, all of which are guaranteed by Citigroup. Other significant elements of long-term debt in the Consolidated Balance Sheet include collateralized advances from the Federal Home Loan Bank system, long-term debt related to the consolidation of CAI’s Structured Investment Vehicles, asset-backed outstandings, and certain borrowings of foreign subsidiaries.

CGMHI’s consolidated balance sheet is highly liquid, with the vast majority of its assets consisting of marketable securities and collateralized short-term financing agreements arising from securities transactions. The highly liquid nature of these assets provides CGMHI with flexibility in financing and managing its business. CGMHI monitors and evaluates the adequacy of its capital and borrowing base on a daily basis to maintain liquidity, and to ensure that its capital base supports the regulatory capital requirements of its subsidiaries.

Citigroup uses its liquidity to service debt obligations, to pay dividends to its stockholders, to support organic growth, to fund acquisitions and to repurchase its shares, pursuant to Board of Directors approved plans.

Each of Citigroup’s major operating subsidiaries finances its operations on a basis consistent with its capitalization, regulatory structure and the environment in which it operates. Particular attention is paid to those businesses that for tax, sovereign risk, or regulatory reasons cannot be freely and readily funded in the international markets.

Citigroup’s borrowings are diversified by geography, investor, instrument and currency. Decisions regarding the ultimate currency and interest rate profile of liquidity generated through these borrowings can be separated from the actual issuance through the use of derivative instruments.

At December 31, 2007, long-term debt and commercial paper outstanding for Citigroup Parent Company, CGMHI, Citigroup Funding Inc. and Citigroup’s Subsidiaries were as follows:

In billions of dollars	Citigroup parent company	CGMHI	(2)	Citigroup Funding Inc.	(2)	Other Citigroup subsidiaries
Long-term debt	$171.6	$31.4		$36.4		$187.7	(1)
Commercial paper	$     —	$   —		$34.9		$   2.4

(1) At December 31, 2007, approximately $86.9 billion relates to collateralized advances from the Federal Home Loan Bank and $45.9 billion related to the consolidation of the CAI Structured Investment Vehicles.

(2) Citigroup Inc. guarantees all of CFI’s debt and CGMHI’s publicly issued securities.

See Note 20 to the Consolidated Financial Statements on page 149 for further detail on long-term debt and commercial paper outstanding.

Citigroup’s ability to access the capital markets and other sources of wholesale funds, as well as the cost of these funds, is highly dependent on its credit ratings. The table below indicates the current ratings for Citigroup.

On January 15, 2008, Standard & Poor’s lowered Citigroup Inc.’s senior debt rating to “AA-” from “AA” and Citibank, N.A.’s long-term rating to “AA” from “AA+”. Standard & Poor’s changed the outlook on the ratings to “negative” and removed the “CreditWatch with negative implications” designation. On December 13, 2007, Moody’s Investors Service lowered Citigroup Inc.’s senior debt rating to “Aa3” from “Aa2” and Citibank, N.A.’s long-term rating to “Aa1” from “Aaa”. Moody’s also changed the outlook on these ratings to “stable” from “negative”. On November 5, 2007, Moody’s Investors Service downgraded the senior debt rating of Citigroup Inc. to “Aa2” from “Aa1” and changed the ratings outlook to “negative” from “stable”. On November 4, 2007, Standard & Poor’s placed the senior debt rating of Citigroup Inc. and the long-term issuer rating of Citibank, N.A. on “CreditWatch with negative implications”. Also on November 4, 2007, Fitch Ratings downgraded the long-term debt rating of Citigroup Inc. and the long-term issuer rating of Citibank, N.A. to “AA” from “AA+” and changed the ratings outlook on both entities to “negative”.

As a result of the Citigroup guarantee, changes in ratings for Citigroup Funding Inc. are the same as those of Citigroup Inc. noted above.

Citigroup’s Debt Ratings as of December 31, 2007

	Citigroup Inc.		Citigroup Funding Inc.		Citibank, N.A.
	Senior debt	Commercial paper	Senior debt	Commercial paper	Long- term	Short- term
Fitch Ratings	AA	F1+	AA	F1+	AA	F1+
Moody’s Investors Service	Aa3	P-1	Aa3	P-1	Aa1	P-1
Standard & Poor’s	AA-	A-1+	AA-	A-1+	AA	A-1+

Some of Citigroup’s nonbank subsidiaries, including CGMHI, have credit facilities with Citigroup’s subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act. There are various legal restrictions on the extent to which a bank holding company and certain

of its nonbank subsidiaries can borrow or obtain credit from Citigroup’s subsidiary depository institutions or engage in certain other transactions with them. In general, these restrictions require that transactions be on arm’s-length terms and be secured by designated amounts of specified collateral. See Note 20 to the Consolidated Financial Statements on page 149.

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LIQUIDITY

Overview

Citigroup’s liquidity management is structured to optimize the free flow of funds through the Company’s legal and regulatory structure. Principal constraints relate to legal and regulatory limitations, sovereign risk and tax considerations. Consistent with these constraints and the consolidated funding activities described in the “Funding” section beginning on page 80, Citigroup’s primary objectives for liquidity management are established by entity and in aggregate across three main operating entities as follows:

• Holding Company (Parent)

• Broker-Dealer (CGMHI)

• Bank Entities

Within this construct there is a funding framework for the Company’s activities. The primary benchmark for the Parent and Broker-Dealer is that on a combined basis Citigroup maintains sufficient liquidity to meet all maturing unsecured debt obligations due within a one-year time horizon without accessing the unsecured markets. The resulting “short-term ratio” is monitored on a daily basis. The short-term ratio consists of the following significant components:

Liquidity Sources

• Cash and Liquid Securities Portfolio

The Company maintains cash and a portfolio of highly liquid/highly rated securities that could be sold or financed on a secured basis. The cash balances are available for same-day settlement.

• Unencumbered Securities of the Broker-Dealer

CGMHI has unencumbered securities that are available for sale or can be financed on a secured basis. The liquidity assumptions are reviewed periodically to assess liquidation horizons and required margins in line with market conditions.

• 23A Capacity

As discussed further in the “Funding” section beginning on page 80, some of Citigroup’s nonbank subsidiaries, including CGMHI, have credit facilities with Citigroup’s subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act.

• Securitization Capacity

Citigroup’s Parent Company balance sheet includes a substantial amount of consumer finance assets, including auto receivables and personal loans. The company maintains active securitization programs and reviews the securitization capacity and underlying documentation for these assets on a regular basis. Conditions in the securitization markets have been difficult in recent months.

Liquidity Obligations

• Commercial Paper

Maturing commercial paper issued by Citigroup Funding Inc. See Note 20 to the Consolidated Financial Statements on page 149 for further information.

• LT Debt Maturing Within 12 Months

This includes debt maturing within the next 12 months of Citigroup Inc., Citigroup Funding Inc. and CGMHI.

• Guaranteed Money Market Notes

Represents a portion of notes issued through our Private Bank via a non-bank subsidiary that is an element of Parent Company funding.

• Maturing Bank Loans

As further described in Note 20 to the Consolidated Financial Statements on page 149, CGMHI has a series of committed and uncommitted third-party bank facilities that it uses in the ordinary course of business.

• Other

At December 31, 2007, this category included miscellaneous payables and potential payments under structured notes and letters of credit.

In addition, a series of funding and risk management benchmarks and monitoring tools are established for the Parent, Broker-Dealer and Bank entities, as further described in the sections below.

Management of Liquidity

Management of liquidity at Citigroup is the responsibility of the Treasurer. A uniform liquidity risk management policy exists for Citigroup and its major operating subsidiaries. Under this policy, there is a single set of standards for the measurement of liquidity risk in order to ensure consistency across businesses, stability in methodologies and transparency of risk. Management of liquidity at each operating subsidiary and/or country is performed on a daily basis and is monitored by Corporate Treasury and independent risk management.

The basis of Citigroup’s liquidity management is strong decentralized liquidity management at each of its principal operating subsidiaries and in each of its countries, combined with an active corporate oversight function. As discussed in “Capital Resources and Liquidity” on page 75, Citigroup’s FinALCO undertakes this oversight responsibility along with the Treasurer. One of the objectives of the FinALCO is to monitor and review the overall liquidity and balance sheet positions of Citigroup and its principal subsidiaries. Similarly, Asset and Liability Committees are also established for each country and/or major line of business.

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Monitoring Liquidity

Each principal operating subsidiary and/or country must prepare an annual funding and liquidity plan for review by the Treasurer and approval by independent risk management. The funding and liquidity plan includes analysis of the balance sheet, as well as the economic and business conditions impacting the liquidity of the major operating subsidiary and/or country. As part of the funding and liquidity plan, liquidity limits, liquidity ratios, market triggers, and assumptions for periodic stress tests are established and approved. At a minimum, these parameters are reviewed on an annual basis.

Liquidity Limits

Liquidity limits establish boundaries for market access in business-as-usual conditions and are monitored against the liquidity position on a daily basis. These limits are established based on the size of the balance sheet, depth of the market, experience level of local management, stability of the liabilities, and liquidity of the assets. Finally, the limits are subject to the evaluation of the entities’ stress test results. Generally, limits are established such that in stress scenarios, entities are self-funded or net providers of liquidity. Thus the risk tolerance of the liquidity position is limited based on the capacity to cover the position in a stressed environment. These limits are the key daily risk management tool for the Parent and Bank entities.

Liquidity Ratios

A series of standard corporate-wide liquidity ratios has been established to monitor the structural elements of Citigroup’s liquidity. As discussed above, for the Parent and CGMHI, ratios are established for liquid assets against short-term obligations. For Bank entities, key liquidity ratios include cash capital (defined as core deposits, long-term debt, and capital compared with illiquid assets), liquid assets against liquidity gaps, core deposits to loans, and deposits to loans. Several measures exist to review potential concentrations of funding by individual name, product, industry, or geography. Triggers for management discussion, which may result in other actions, have been established against these ratios. In addition, each individual major operating subsidiary or country establishes targets against these ratios and may monitor other ratios as approved in its funding and liquidity plan.

For CGMHI and Bank entities, one of the key structural liquidity measures is the cash capital ratio. Cash capital is a broader measure of the ability to fund the structurally illiquid portion of the Company’s balance sheet than traditional measures such as deposits to loans or core deposits to loans. The ratio measures the ability to fund illiquid assets with structurally long-term funding over a one-year time horizon. At December 31, 2007, both CGMHI and the aggregate Bank entities had an excess of structural long-term funding as compared with their illiquid assets.

Market Triggers

Market triggers are internal or external market or economic factors that may imply a change to market liquidity or Citigroup’s access to the markets. Citigroup market triggers are monitored on a weekly basis by the Treasurer and the Head of Risk Oversight and are discussed in the FinALCO. Appropriate market triggers are also established and monitored for each major operating subsidiary and/or country as part of the funding and liquidity plans. Local triggers are reviewed with the local country or business ALCO and independent risk management.

Stress Testing

Simulated liquidity stress testing is periodically performed for each major operating subsidiary and/or country. A variety of firm-specific and market-related scenarios are used at the consolidated level and in individual countries. These scenarios include assumptions about significant changes in key funding sources, credit ratings, contingent uses of funding, and political and economic conditions in certain countries. The results of stress tests of individual countries and operating subsidiaries are reviewed to ensure that each individual major operating subsidiary or country is either self-funded or a net provider of liquidity. In addition, a Contingency Funding Plan is prepared on a periodic basis for Citigroup. The plan includes detailed policies, procedures, roles and responsibilities, and the results of corporate stress tests. The product of these stress tests is a series of alternatives that can be used by the Treasurer in a liquidity event.

CGMHI monitors liquidity by tracking asset levels, collateral and funding availability to maintain flexibility to meet its financial commitments. As a policy, CGMHI attempts to maintain sufficient capital and funding sources in order to have the capacity to finance itself on a fully collateralized basis in the event that its access to uncollateralized financing is temporarily impaired. This is documented in CGMHI’s contingency funding plan. This plan is reviewed periodically to keep the funding options current and in line with market conditions. The management of this plan includes an analysis used to determine CGMHI’s ability to withstand varying levels of stress, including rating downgrades, which could impact its liquidation horizons and required margins. CGMHI maintains liquidity reserves of cash and available loan value of unencumbered securities in excess of its outstanding short-term uncollateralized liabilities. This is monitored on a daily basis. CGMHI also ensures that long-term illiquid assets are funded with long-term liabilities.

Contractual Obligations

The following table includes aggregated information about Citigroup’s contractual obligations that impact its short- and long-term liquidity and capital needs. The table includes information about payments due under specified contractual obligations, aggregated by type of contractual obligation. It includes the maturity profile of the Company’s consolidated long-term debt, operating leases and other long-term liabilities. The Company’s capital lease obligations are included within purchase obligations in the table.

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Citigroup’s contractual obligations include purchase obligations that are enforceable and legally binding for the Company. For the purposes of the table below, purchase obligations are included through the termination date of the respective agreements, even if the contract is renewable. Many of the purchase agreements for goods or services include clauses that would allow the Company to cancel the agreement with specified notice; however, that impact is not included in the table (unless Citigroup has already notified the counterparty of its intention to terminate the agreement).

Other liabilities reflected on the Company’s Consolidated Balance Sheet include obligations for goods and services that have already been received, litigation settlements, uncertain tax positions, as well as other long-term liabilities that have been incurred and will ultimately be paid in cash. Excluded from the following table are obligations that are generally short-term in nature, including deposit liabilities and securities sold under agreements to repurchase. The table also excludes certain insurance and investment contracts subject to mortality and morbidity risks or without defined maturities, such that the timing of payments and withdrawals is uncertain. The liabilities related to

these insurance and investment contracts are included on the Consolidated Balance Sheet as Insurance Policy and Claims Reserves, Contractholder Funds, and Separate and Variable Accounts.

Citigroup’s funding policy for pension plans is generally to fund to the minimum amounts required by the applicable laws and regulations. At December 31, 2007, there were no minimum required contributions, and no contributions are currently planned for the U.S. pension plans. Accordingly, no amounts have been included in the table below for future contributions to the U.S. pension plans. For the non-U.S. plans, discretionary contributions in 2008 are anticipated to be approximately $154 million and this amount has been included within purchase obligations in the table below. The estimated pension plan contributions are subject to change, since contribution decisions are affected by various factors, such as market performance, regulatory and legal requirements, and management’s ability to change funding policy. For additional information regarding the Company’s retirement benefit obligations, see Note 9 to the Consolidated Financial Statements on page 132.

	Contractual obligations by year
In millions of dollars at year end	2008		2009		2010		2011		2012		Thereafter
Long-term debt obligations (1)	$	100,669	$	90,490	$	37,342	$	34,402	$	28,031	$	136,178
Operating lease obligations		1,579		1,434		1,253		1,075		964		4,415
Purchase obligations		5,308		981		645		578		365		1,139
Business acquisitions		5,353		—		493		—		—		—
Other liabilities reflected on the Company’s Consolidated Balance Sheet (2)		51,012		360		180		133		133		4,155
Total	$	163,921	$	93,265	$	39,913	$	36,188	$	29,493	$	145,887

(1) For additional information about long-term debt and trust preferred securities, see Note 20 to the Consolidated Financial Statements on page 149.

(2) Relates primarily to accounts payable and accrued expenses included within Other Liabilities in the Company’s Consolidated Balance Sheet. Also included are various litigation settlements.

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OFF-BALANCE-SHEET ARRANGEMENTS

Overview

Citigroup and its subsidiaries are involved with several types of off-balance-sheet arrangements, including special purpose entities (SPEs), lines and letters of credit and loan commitments.

Uses of SPEs

An SPE is an entity in the form of a trust or other legal vehicle designed to fulfill a specific limited need of the company that organized it.

The principal uses of SPEs are to obtain liquidity and favorable capital treatment by securitizing certain of Citigroup’s financial assets, to assist clients in securitizing their financial assets, and to create investment products for clients. SPEs may be organized as trusts, partnerships, or corporations. In a securitization, the company transferring assets to an SPE converts those assets into cash before they would have been realized in the normal course of business, through the SPE’s issuing debt and equity instruments, certificates, commercial paper, and other notes of indebtedness, which are recorded on the balance sheet of the SPE and not reflected on the transferring company’s balance sheet, assuming applicable accounting requirements are satisfied. Investors usually have recourse to the assets in the SPE and often benefit from other credit enhancements, such as a collateral account or overcollateralization in the form of excess assets in the SPE, or from a liquidity facility, such as a line of credit, liquidity put option or asset purchase agreement. The SPE can typically obtain a more favorable credit rating from rating agencies than the transferor could obtain for its own debt issuances, resulting in less expensive financing costs. The SPE may also enter into derivative contracts in order to convert the yield or currency of the underlying assets to match the needs of the SPE investors, or to limit or change the credit risk of the SPE. Citigroup may be the provider of certain credit enhancements as well as the counterparty to any related derivative contracts.

SPEs may be Qualifying SPEs (QSPEs) or Variable Interest Entities (VIEs) or neither.

Qualifying SPEs

QSPEs are a special class of SPEs defined in FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (SFAS 140). These SPEs have significant limitations on the types of assets and derivative instruments they may own and the types and extent of activities and decision-making they may engage in. Generally, QSPEs are passive entities designed to purchase assets and pass through the cash flows from those assets to the investors in the QSPE. QSPEs may not actively manage their assets through discretionary sales and are generally limited to making decisions inherent in servicing activities and issuance of liabilities. QSPEs are generally exempt from consolidation by the transferor of assets to the QSPE and any investor or counterparty.

Variable Interest Entities

VIEs are entities defined in FASB Interpretation No. 46, “Consolidation of Variable Interest Entities (revised December 2003)” (FIN 46-R), and are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights, right to receive the expected residual returns of the entity, and obligation to absorb the expected losses of the entity). Investors that finance the VIE through debt or equity interests, or other counterparties that provide other forms of support, such as guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. The variable interest holder, if any, that will absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both, is deemed to be the primary beneficiary and must consolidate the VIE. Consolidation under FIN 46-R is based on expected losses and residual returns, which consider various scenarios on a probability-weighted basis. Consolidation of a VIE is, therefore, determined based primarily on variability generated in scenarios that are considered most likely to occur, rather than based on scenarios that are considered more remote. Certain variable interests may absorb significant amounts of losses or residual returns contractually, but if those scenarios are considered very unlikely to occur, they may not lead to consolidation of the VIE.

All of these facts and circumstances are taken into consideration when determining whether the Company has variable interests that would deem it the primary beneficiary and, therefore, require consolidation of the related VIE or otherwise rise to the level where disclosure would provide useful information to the users of the Company’s financial statements. In some cases, it is qualitatively clear based on the extent of the Company’s involvement or the seniority of its investments that the Company is not the primary beneficiary of the VIE. In other cases, a more detailed and quantitative analysis is required to make such a determination.

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The Company generally considers the following types of involvement to be significant:

• Assisting in the structuring of a transaction and retaining any amount of debt financing (e.g., loans, notes, bonds, or other debt instruments) or an equity investment (e.g., common shares, partnership interests, or warrants);

• Writing a “liquidity put” or other liquidity facility to support the issuance of short-term notes;

• Writing credit protection (e.g., guarantees, letters of credit, credit default swaps or total return swaps where the Company receives the total return or risk on the assets held by the VIE); or

• Certain transactions where the Company is the investment manager and receives variable fees for services.

As of December 31, 2007, the Company’s definition of “significant” involvement generally includes all variable interests held by the Company, even those where the likelihood of loss or the notional amount of exposure to any single legal entity is small. The Company has conformed the 2006 disclosure data presented to be consistent with this interpretation. Prior to December 2007, certain interests were deemed insignificant due to the substantial credit enhancement or subordination protecting the Company’s

interest in the VIE (for example, in certain asset-based financing transactions) or due to the insignificance of the amount of the Company’s interest compared to the total assets of the VIE (for example, in certain commercial paper conduits administered by third parties). Involvement with a VIE as described above, regardless of the seniority or perceived risk of the Company’s involvement, is now included as significant. The Company believes that this more expansive interpretation of “significant” provides more meaningful and consistent information regarding its involvement in various VIE structures and provides more data for an independent assessment of the potential risks of the Company’s involvement in various VIEs and asset classes. The Company has conformed the 2006 disclosure data presented to be consistent with this interpretation.

In various other transactions the Company may act as a derivative counterparty (for example, interest rate swap, cross-currency swap, or purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE); may act as underwriter or placement agent; may provide administrative, trustee, or other services; or may make a market in debt securities or other instruments issued by VIEs. The Company generally considers such involvement, by itself, “not significant” under FIN 46-R.

Citigroup’s involvement with SPEs that are QSPEs and VIEs that are consolidated by the Company or that are deemed significant as of December 31, 2007 and 2006 is presented below:

	December 31, 2007
In millions of dollars of SPE assets	Total involvement with SPEs		QSPEs		Consolidated VIEs		Significant unconsolidated VIEs(1)
Global Consumer
Credit card securitizations	$	125,351	$	125,109	$	242	$	—
Mortgage loan securitizations		516,865		516,802		63		—
Investment funds		886		—		276		610
Leasing		35		—		35		—
Other		16,267		14,882		1,385		—
Total	$	659,404	$	656,793	$	2,001	$	610
Markets & Banking
Citi-administered asset-backed commercial paper conduits (ABCP)	$	72,558	$	—	$	—	$	72,558
Third-party commercial paper conduits		27,021		—		—		27,021
Collateralized debt obligations (CDOs)		74,106		—		22,312		51,794
Collateralized loan obligations (CLOs)		23,227		—		1,353		21,874
Mortgage loan securitizations		84,093		84,093		—		—
Asset-based financing		96,072		—		4,468		91,604
Municipal securities tender option bond trusts (TOBs)		50,129		10,556		17,003		22,570
Municipal investments		13,715		—		53		13,662
Client intermediation		12,383		—		2,790		9,593
Other		37,466		14,526		12,642		10,298
Total	$	490,770	$	109,175	$	60,621	$	320,974
Global Wealth Management
Investment Funds	$	642	$	—	$	590	$	52
Alternative Investments
Structured investment vehicles	$	58,543	$	—	$	58,543	$	—
Investment funds		10,979		—		45		10,934
Total	$	69,522	$	—	$	58,588	$	10,934
Corporate/Other
Trust preferred securities	$	23,756	$	—	$	—	$	23,756
Citigroup Total	$	1,244,094	$	765,968	$	121,800	$	356,326

(1) A significant unconsolidated VIE is an entity where the Company has any variable interest, considered to be significant as discussed above, regardless of the likelihood of loss, or the notional amount of exposure.

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	December 31, 2006
In millions of dollars of SPE assets	Total involvement with SPEs		QSPEs		Consolidated VIEs		Significant unconsolidated VIEs(1)
Global Consumer
Credit card securitizations	$	112,293	$	111,766	$	527	$	—
Mortgage loan securitizations		334,719		333,804		915		—
Leasing		53		—		53		—
Other		14,925		12,538		1,961		426
Total	$	461,990	$	458,108	$	3,456	$	426
Markets & Banking
Citi-administered asset-backed commercial paper conduits (ABCP)	$	62,802	$	—	$	—	$	62,802
Third-party commercial paper conduits		37,003		—		—		37,003
Collateralized debt obligations (CDOs)		60,475		—		—		60,475
Collateralized loan obligations (CLOs)		18,625		—		1,297		17,328
Mortgage loan securitizations		69,449		69,449		—		—
Asset-based financing		63,746		—		4,171		59,575
Municipal securities tender option bond trusts (TOBs)		32,259		—		17,313		14,946
Municipal investments		9,808		—		161		9,647
Client intermediation		1,839		—		1,044		795
Other		28,508		13,600		13,885		1,023
Total	$	384,514	$	83,049	$	37,871	$	263,594
Global Wealth Management
Investment funds	$	1,259	$	—	$	513	$	746
Alternative Investments
Structured investment vehicles	$	79,847	$	—	$	—	$	79,847
Investment funds		34,151		—		211		33,940
Total	$	113,998	$	—	$	211	$	113,787
Corporate/Other
Trust preferred securities	$	9,775	$	—	$	—	$	9,775
Citigroup Total(2)	$	971,536	$	541,157	$	42,051	$	388,328

(1) A significant unconsolidated VIE is an entity where the Company has any variable interest considered to be significant as discussed on page 86, regardless of the likelihood of loss, or the notional amount of exposure.

(2) The December 31, 2006 totals have been reclassified to conform to the Company’s current definition of significant involvement.

These tables do not include:

• Certain venture capital investments made by some of the Company’s private equity subsidiaries as the Company accounts for these investments in accordance with the Investment Company Audit Guide.

• Certain limited partnerships where the Company is the general partner and the limited partners have the right to replace the general partner or liquidate the funds.

• Certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services.

• VIEs structured by third parties where the Company holds securities in trading inventory. These investments are made on arm’s-length terms, are typically held for relatively short periods of time and are not considered to represent significant involvement in the VIE.

• VIE structures in which the Company transferred assets to the VIE that did not qualify as a sale, and where the Company did not have any other involvement that is deemed to be a variable interest with the VIE that was deemed significant. These transfers are accounted for as secured borrowings by the Company.

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Primary Uses of SPEs by Consumer

Securitization of Credit Card Receivables

Credit card receivables are securitized through trusts, which are established to purchase the receivables. Credit card securitizations are revolving securitizations; that is, as customers pay their credit card balances, the cash proceeds are used to purchase new receivables and replenish the receivables in the trust. The Company relies on securitizations to fund a significant portion of its managed U.S. Cards business, which includes both on-balance-sheet and securitized receivables.

The following table reflects amounts related to the Company’s securitized credit card receivables at December 31:

In billions of dollars	2007		2006
Principal amount of credit card receivables in trusts	$	125.1	$	112.4
Ownership interests in principal amount of trust credit card receivables:
Sold to investors via trust-issued securities		102.3		93.1
Retained by Citigroup as trust-issued securities		4.5		5.1
Retained by Citigroup via non-certificated interests recorded as consumer loans		18.3		14.2
Total ownership interests in principal amount of trust credit card receivables	$	125.1	$	112.4
Other amounts recorded on the balance sheet related to interests retained in the trusts:
Amounts receivable from trusts	$	4.4	$	4.5
Amounts payable to trusts		1.6		1.7
Residual interest retained in trust cash flows		2.7		2.5

The Company recorded net gains from securitization of credit card receivables of $1,267 million, $1,084 million and $1,168 million during 2007, 2006 and 2005, respectively. Net gains reflect the following:

• incremental gains from new securitizations

• the reversal of the allowance for loan losses associated with receivables sold

• net gains on replenishments of the trust assets offset by other-than-temporary impairments

• mark-to-market changes for the portion of the residual interest classified as trading assets

Securitization of Originated Mortgage and Other Consumer Loans

The Company’s Consumer business provides a wide range of mortgage and other consumer loan products to its customers. Once originated, the Company often securitizes these loans (primarily mortgage and student loans). In addition to providing a source of liquidity and less expensive funding, securitizing these assets also reduces the Company’s credit exposure to the borrowers.

The Company’s mortgage and student loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. However, the Company’s Consumer business generally retains the servicing rights as a residual interest in future cash flows from the trusts.

The Company recognized gains related to the securitization of these mortgage and other consumer loan products of $423 million, $384 million, and $324 million in 2007, 2006 and 2005, respectively.

Subprime Loan Modification Framework

In the 2007 fourth quarter, the American Securitization Forum (ASF) issued the “Streamlined Foreclosure and Loss Avoidance Framework for Securitized Subprime Adjustable Rate Mortgage Loans” (the ASF Framework) with the support of the U.S. Department of the Treasury. The purpose of this guidance is to provide evaluation procedures and prevent losses on securitized subprime residential mortgages that originated between January 1, 2005 and July 31, 2007 and that have an initial interest rate reset between January 1, 2008 and July 31, 2010. The framework segments securitized loans based on various factors, including the ability of the borrower to meet the initial terms of the loan and obtain refinancing. For certain eligible loans in the scope of the ASF Framework, a fast-track loan modification plan may be applied, under which the loan interest rate will be frozen at the introductory rate for a period of five years following the upcoming reset date. To qualify for fast-track modification, a loan must: currently be no more than 30 days delinquent and no more than 60 days delinquent in the past 12 months; have a loan-to-value ratio greater than 97%; be ineligible for FHA Secure; be subject to payment increases greater than 10% upon reset; and be for the primary residence of the borrower.

As of December 31, 2007, the Company’s Securities and Banking business has securitized and placed in QSPEs approximately $12.2 billion in loans that fall within the scope of the ASF Framework, of which it provides servicing for approximately $1.8 billion. The Office of the Chief Accountant of the SEC has issued a letter regarding the ASF Framework indicating that loan modifications in accordance with the ASF framework will not impact the accounting for the QSPEs, because it would be reasonable to conclude that defaults on such loans are “reasonably foreseeable” in the absence of any modification.

As of December 31, 2007 the Company’s Global Consumer business has not securitized any mortgage loans that fall within the scope of the ASF Framework.

Primary Uses of SPEs by Markets & Banking

Citi-administered Asset-backed Commercial Paper Conduits

The Company is active in the asset-backed commercial paper conduit business as administrator of several multi-seller commercial paper conduits, and also as a service provider to single-seller and other commercial paper conduits sponsored by third parties.

The multi-seller commercial paper conduits are designed to provide the Company’s customers access to low-cost funding in the commercial paper markets. The conduits purchase assets from or provide financing facilities to customers and are funded by issuing commercial paper to third-party investors. The conduits generally do not purchase assets originated by the Company. The funding of the conduit is facilitated by the liquidity support and credit enhancements provided by the Company and by certain third parties. As administrator to the conduits, the Company is responsible for selecting and structuring of assets purchased or financed by the conduits, making decisions regarding the funding of the conduits, including determining the tenor and other features of the commercial paper issued, monitoring the quality and performance of the conduits’ assets, and facilitating the operations and cash flows of the conduits. In return, the

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Company earns structuring fees from clients for individual transactions and earns an administration fee from the conduit, which is equal to the income from client program and liquidity fees of the conduit after payment of interest costs and other fees. This administration fee is fairly stable, since most risks and rewards of the underlying assets are passed back to the customers and, once the asset pricing is negotiated, most ongoing income, costs and fees are relatively stable as a percentage of the conduit’s size.

The conduits administered by the Company do not generally invest in liquid securities that are formally rated by third parties. The assets are privately negotiated and structured transactions that are designed to be held by the conduit, rather than actively traded and sold. The yield earned by the conduit on each asset is generally tied to the rate on the commercial paper issued by the conduit, thus passing on interest rate risk back to the client. Each asset purchased by the conduit is structured with transaction-specific credit enhancement features provided by the third-party seller, including over-collateralization, cash and excess spread collateral accounts, direct recourse or third-party guarantees. Credit enhancements are sized based on historic asset performance to achieve an internal risk rating that, on average, approximates an AA or A rating.

Substantially all of the funding of the conduits is in the form of commercial paper, with a weighted average life generally ranging from 30-40 days. As of December 31, 2007, the weighted average life of the commercial paper issued was approximately 30 days. In addition, the conduits have issued Subordinate Loss Notes and equity with a notional amount of approximately $77 million and varying remaining tenors ranging from one to nine years.

The primary credit enhancement provided to the conduit investors is in the form of transaction-specific credit enhancement described above. In addition, there are two additional forms of credit enhancement that protect the commercial paper investors from defaulting assets. First, the Subordinate Loss Notes issued by each conduit absorb any credit losses up to their full notional amount. It is expected that the Subordinate Loss Notes issued by each conduit are sufficient to absorb a majority of the expected losses from each conduit, thereby making the single investor in the Subordinate Loss Note the primary beneficiary under FIN 46-R. Second, each conduit has obtained either a letter of credit from the Company or a surety bond from a monoline insurer that will reimburse the conduit for any losses up to a specified amount, which is generally 8-10% of the conduit’s assets. Where surety bonds are obtained, the Company, in turn, provides the surety bond provider a reimbursement guarantee up to a stated amount for aggregate losses incurred by any of the conduits covered by the surety bond. The total of the letters of credit and the reimbursement guarantee provided by the Company is approximately $2.1 billion and is considered in the Company’s maximum exposure to loss. The net result across all multi-seller conduits administered by the Company is that, in the event of defaulted assets in excess of the transaction-specific credit enhancement described above, any losses in each conduit are allocated in the following order:

• Subordinate Loss Note holders

• the Company

• the monoline insurer, if any (up to the 8-10% cap), and

• the commercial paper investors

The Company, along with third parties, also provides the conduits with two forms of liquidity agreements that are used to provide funding to the

conduits in the event of a market disruption, among other events. Each asset of the conduit is supported by a transaction-specific liquidity facility in the form of an asset purchase agreement (APA). Under the APA, the Company has agreed to purchase non-defaulted eligible receivables from the conduit at par. Any assets purchased under the APA are subject to increased pricing. The APA is not designed to provide credit support to the conduit, as it generally does not permit the purchase of defaulted or impaired assets and generally reprices the assets purchased to consider any potential increased credit risk. The APA covers all assets in the conduits and is considered in the Company’s maximum exposure to loss. In addition, the Company provides the conduits with program-wide liquidity in the form of short-term lending commitments. Under these commitments, the Company has agreed to lend to the conduits in the event of a short-term disruption in the commercial paper market, subject to specified conditions. The total notional exposure under the program-wide liquidity agreement is $11.6 billion and is considered in the Company’s maximum exposure to loss. The company receives fees for providing both types of liquidity agreement, and considers these fees to be on fair market terms.

Finally, the Company is one of several named dealers in the commercial paper issued by the conduits and earns a market-based fee for providing such services. Along with third-party dealers, the Company makes a market in the commercial paper and may from time to time fund commercial paper pending sale to a third party. On specific dates with less liquidity in the market, the Company may hold in inventory commercial paper issued by conduits administered by the Company, as well as conduits administered by third parties. The amount of commercial paper issued by its administered conduits held in inventory fluctuates based on market conditions and activity. As of December 31, 2007, the Company owned less than $10 million of commercial paper issued by its administered conduits.

FIN 46-R requires that the Company quantitatively analyze the expected variability of the Conduit to determine whether the Company is the primary beneficiary of the conduit. The Company performs this analysis on a quarterly basis, and has concluded that the Company is not the primary beneficiary of the conduits as defined in FIN 46-R and, therefore, does not consolidate the conduits it administers. In conducting this analysis, the Company considers three primary sources of variability in the conduit: credit risk, interest rate risk and fee variability.

The Company models the credit risk of the conduit’s assets using a Credit Value at Risk (C-VaR) model. The C-VaR model considers changes in credit spreads (both within a rating class as well as due to rating upgrades and downgrades), name-specific changes in credit spreads, credit defaults and recovery rates and diversification effects of pools of financial assets. The model incorporates data from independent rating agencies as well as the Company’s own proprietary information regarding spread changes, ratings transitions and losses given default. Using this credit data, a Monte Carlo simulation is performed to develop a distribution of credit risk for the portfolio of assets owned by each conduit, which is then applied on a probability-weighted basis to determine expected losses due to credit risk. In addition, the Company continuously monitors the specific credit characteristics of the conduit’s assets and the current credit environment to confirm that the C-VaR model used continues to incorporate the Company’s best information regarding the expected credit risk of the conduit’s assets.

The Company also analyzes the variability in the fees that it earns from the conduit using monthly actual historical cash flow data to determine

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average fee and standard deviation measures for each conduit. Because any unhedged interest rate and foreign currency risk not contractually passed on to customers is absorbed by the fees earned by the Company, the fee variability analysis incorporates those risks.

The fee variability and credit risk variability are then combined into a single distribution of the conduit’s overall returns. This return distribution is updated and analyzed on at least a quarterly basis to ensure that the amount of the Subordinate Loss Notes issued to third parties is sufficient to absorb greater than 50% of the total expected variability in the conduit’s returns. The expected variability absorbed by the Subordinate Loss Note investors is therefore measured to be greater than the expected variability absorbed by the Company through its liquidity arrangements and other fees earned, the surety bond providers, and the investors in commercial paper and medium term notes. While the notional amounts of the Subordinate Loss Notes are quantitatively small compared to the size of the conduits, this is reflective of the fact that most of the substantive risks of the conduits are absorbed by the enhancements provided by the sellers and other third parties that provide transaction-level credit enhancement. Because FIN 46-R requires these risks and related enhancements to be excluded from the analysis, the remaining risks and expected variability are quantitatively small. The calculation of variability under FIN46-R focuses primarily on expected variability, rather than the risks associated with extreme outcomes (for example, large levels of default) that are expected to occur very infrequently. So while the Subordinate Loss Notes are sized appropriately compared to expected losses as measured in FIN 46-R, they do not provide significant protection against extreme or unusual credit losses.

The following tables describe the important characteristics of assets owned by the administered multi-seller conduits as of December 31, 2007:

	Credit rating distribution
Weighted average life	AAA	AA	A	BBB
2.5 years	30%	59%	9%	2%

Asset Class	% of Total Portfolio
Student loans	21%
Trade receivables	16%
Credit cards and consumer loans	13%
Portfolio finance	11%
Commercial loans and corporate credit	10%
Export finance	9%
Auto	8%
Residential mortgage	7%
Other	5%
Total	100%

Third-party Conduits

The Company also provides liquidity facilities to single- and multi-seller conduits sponsored by third parties. These conduits are independently owned and managed and invest in a variety of asset classes, depending on the nature of the conduit. The facilities provided by the Company typically represent a small portion of the total liquidity facilities obtained by each conduit, and are collateralized by the assets of each conduit. The notional

amount of these facilities is approximately $2.2 billion as of December 31, 2007. No amounts were funded under these facilities as of December 31, 2007.

Collateralized Debt Obligations

A collateralized debt obligation (CDO) is an SPE that purchases a pool of assets consisting of asset-backed securities and synthetic exposures through derivatives on asset-backed securities and issues multiple tranches of equity and notes to investors. A third-party manager is typically retained by the CDO to select the pool of assets and manage those assets over the term of the CDO. The Company earns fees for warehousing assets prior to the creation of a CDO, structuring CDOs, and placing debt securities with investors. In addition, the Company has retained interests in many of the CDOs it has structured and makes a market in those issued notes.

A cash CDO, or arbitrage CDO, is a CDO designed to take advantage of the difference between the yield on a portfolio of selected assets, typically residential mortgage-backed securities, and the cost of funding the CDO through the sale of notes to investors. “Cash flow” CDOs are vehicles in which the CDO passes on cash flows from a pool of assets, while “market value” CDOs pay to investors the market value of the pool of assets owned by the CDO at maturity. Both types of CDOs are typically managed by a third-party asset manager. In these transactions, all of the equity and notes issued by the CDO are funded, as the cash is needed to purchase the debt securities. In a typical cash CDO, a third-party investment manager selects a portfolio of assets, which the Company funds through a “warehouse” financing arrangement prior to the creation of the CDO. The Company then sells the debt securities to the CDO in exchange for cash raised through the issuance of notes. The Company’s continuing involvement in cash CDOs is typically limited to investing in a portion of the notes or loans issued by the CDO and making a market in those securities, and acting as derivative counterparty for interest rate or foreign currency swaps used in the structuring of the CDO.

A synthetic CDO is similar to a cash CDO, except that the CDO obtains exposure to all or a portion of the referenced assets synthetically through derivative instruments, such as credit default swaps. Because the CDO does not need to raise cash sufficient to purchase the entire referenced portfolio, a substantial portion of the senior tranches of risk is typically passed on to CDO investors in the form of unfunded liabilities or derivative instruments. Thus, the CDO writes credit protection on selected referenced debt securities to the Company or third parties, and the risk is then passed on to the CDO investors in the form of funded notes or purchased credit protection through derivative instruments. Any cash raised from investors is invested in a portfolio of collateral securities or investment contracts. The collateral is then used to support the CDO’s obligations on the credit default swaps written to counterparties. The Company’s continuing involvement in synthetic CDOs generally includes purchasing credit protection through credit default swaps with the CDO, owning a portion of the capital structure of the CDO, in the form of both unfunded derivative positions (primarily super senior exposures discussed below) and funded notes, entering into interest rate swap and total return swap transactions with the CDO, lending to the CDO, and making a market in those funded notes.

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The following table describes credit ratings of assets of unconsolidated CDOs to which the Company had significant involvement as of December 31, 2007:

	Credit rating distribution
Weighted average life	A or higher	BBB	BB/B	CCC	Unrated
5.1 years	40%	20%	12%	25%	3%

Commercial Paper CDOs (CPCDOs)

In certain CDO transactions underwritten by the Company during 2003-2006, the senior funding of the CDOs was in the form of short-term commercial paper. In order to facilitate the issuance of commercial paper by the CDO, the Company wrote a put option (“liquidity puts”) to the CDO to benefit the commercial paper investors, which was accounted for as a derivative. The total notional amount of these written liquidity puts was approximately $25 billion. Under the terms of the liquidity puts, if the CDO was unable to issue commercial paper at a rate below a specified maximum (generally LIBOR + 35bps to LIBOR +40 bps), the Company was obligated to fund the senior tranche of the CDO at a specified interest rate. At the time the liquidity puts were written, the put options were considered deeply out of the money and unlikely to be exercised. In July 2007, the market interest rates on commercial paper issued by certain of the CDOs increased significantly and in order to forestall the formal exercise of the liquidity puts, the Company chose to purchase the outstanding commercial paper and continued to do so in subsequent months as additional commercial paper matured. The Company chose to do so because owning the commercial paper directly was economically equivalent to its contractual obligation under the liquidity put, but holding the commercial paper was believed to provide some additional flexibility in finding third-party investors in the event of improved market conditions. As of December 31, 2007, the Company had purchased all $25 billion of the commercial paper subject to the liquidity puts.

Because the Company obtained the commercial paper in the form of a purchase rather than the contractual exercise of the liquidity put, the Company considered the purchase to be a reconsideration event under FIN 46-R which requires that the Company evaluate, using current estimates and assumptions, whether the Company must begin to consolidate the CDO issuer. As of September 30, 2007, the Company’s quantitative analysis of the expected losses and residual returns of the particular CDOs demonstrated that the value of the subordinate tranches held by third parties remained sufficient to absorb a majority of the expected loss of the CDOs and the Company did not consolidate any of the liquidity put CDOs. During the fourth quarter of 2007, the Company obtained additional commercial paper from these CDOs as the existing commercial paper matured, thus causing additional reconsideration events under FIN 46-R. Because rating agency downgrades of the CDO collateral in the fourth quarter caused further deterioration in the value of the commercial paper and subordinate tranches of these CDOs, the Company has concluded that the Company is now the primary beneficiary of all of these CDOs under FIN 46-R and has consolidated them.

Upon consolidation of the CDOs, the Company reflects the underlying assets, primarily residential mortgage-backed securities of the CDOs on its balance sheet in Trading account assets at fair value, eliminates the

commercial paper asset previously recognized, and recognizes the subordinate CDO liabilities (owned by third parties) at fair value. This results in a balance sheet gross-up of approximately $400 million as of December 31, 2007 compared to the prior accounting treatment as unconsolidated VIEs.

CDO Super Senior Exposure

In addition to asset-backed commercial paper positions in consolidated CDOs, the Company has retained significant portions of the “super senior” positions issued by certain CDOs. These positions are referred to as “super senior,” because they represent the most senior positions in the CDO and, at the time of structuring, were senior to tranches rated AAA by independent rating agencies. However, since inception of these transactions, the subordinate positions have diminished significantly in value and in rating. There have been substantial reductions in value of these super senior positions in the quarter ended December 31, 2007.

While at inception of the transactions, the super senior tranches were well protected from the expected losses of these CDOs, subsequent declines in value of the subordinate tranches and the super senior tranches in the fourth quarter of 2007 indicated that the super senior tranches now are exposed to a significant portion of the expected losses of the CDOs, based on current market assumptions. The Company evaluates these transactions for consolidation when reconsideration events occur, as defined in FIN 46-R. The Company continues to monitor its involvement in these transactions and, if the Company were to acquire additional interests in these vehicles or if the CDOs’ contractual arrangements were to be changed to reallocate expected losses or residual returns among the various interest holders, the Company may be required to consolidate the CDOs. The net result of such consolidation would be to gross up the Company’s balance sheet by the current fair value of the subordinate securities held by third parties, which amounts are not considered material.

Collateralized Loan Obligations

A collateralized loan obligation (CLO) is substantially similar to the CDO transactions described above, except that the assets owned by the SPE (either cash instruments or synthetic exposures through derivative instruments) are corporate loans and to a less extent corporate bonds, rather than asset-backed debt securities.

The following table describes credit ratings of assets of unconsolidated CLOs with which the Company had significant involvement as of December 31, 2007:

	Credit rating distribution
Weighted average life	A or Higher	BBB	BB/B	CCC	Unrated
5.0 years	7%	11%	56%	0%	26%

Mortgage Loan Securitizations

Markets & Banking is active in structuring and underwriting residential and commercial mortgage-backed securitizations. In these transactions, the Company or its customer transfers loans into a bankruptcy-remote SPE. These SPEs are designed to be QSPEs as described above. The Company may hold residual interests and other securities issued by the SPEs until they can be sold to independent investors, and makes a market in those securities on an ongoing basis. The Company sometimes retains servicing rights for

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certain entities. These securities are held as trading assets on the balance sheet, are managed as part of the Company’s trading activities, and are marked to market with most changes in value recognized in earnings. The table above shows the assets and retained interests for mortgage QSPEs in which the Company acted as principal in transferring mortgages to the QSPE.

Asset-Based Financing

The Company provides loans and other forms of financing to VIEs that hold assets. Those loans are subject to the same credit approvals as all other loans originated or purchased by the Company, and related loan loss reserves are reported as part of the Company’s Allowance for credit losses in Note 18 on page 147. Financings in the form of debt securities or derivatives are, in most circumstances, reported in Trading account assets and accounted for at fair value through earnings.

The primary types of asset-based financing, total assets of the unconsolidated VIEs with significant involvement, and the Company’s maximum exposure to loss at December 31, 2007 are shown below. For the Company to realize that maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.

In billions of dollars Type	Total assets		Maximum exposure
Commercial and other real estate	$	34.3	$	16.0
Hedge funds and equities		36.0		13.1
Asset purchasing vehicles/SIVs		10.2		2.5
Airplanes, ships and other assets		11.1		2.7
Total	$	91.6	$	34.3

The Company’s involvement in the asset purchasing vehicles and SIVs sponsored and managed by third parties is primarily in the form of provided backstop liquidity. Those vehicles finance a majority of their asset purchases with commercial paper and short-term notes. Certain of the assets owned by the vehicles have suffered significant declines in fair value, leading to an inability to re-issue maturing commercial paper and short-term notes. Citigroup has been required to provide loans to those vehicles to replace maturing commercial paper and short-term notes, in accordance with the original terms of the backstop liquidity facilities.

The assets of the third-party Asset Purchasing Vehicle and SIVs to which the Company had provided backstop liquidity as of December 31, 2007 consisted of 96% rated A or higher, 1% rated BBB, and 3% rated BB or B.

Municipal Securities Tender Option Bond (TOB) Trusts

The Company sponsors TOB trusts that hold fixed- and floating-rate, tax-exempt securities issued by state or local municipalities. The trusts are single-issuer trusts whose assets are purchased from the Company and from the secondary market. The trusts issue long-term senior floating rate notes (“Floaters”) and junior residual securities (“Residuals”). The Floaters have a long-term rating based on the long-term rating of the underlying municipal bond and a short-term rating based on that of the liquidity provider to the trust. The Residuals are generally rated based on the long-term rating of the underlying municipal bond and entitle the holder to the residual cash flows from the issuing trust.

The Company sponsors three kinds of TOB trusts: customer TOB trusts, proprietary TOB trusts, and QSPE TOB trusts.

• Customer TOB trusts are trusts through which customers finance investments in municipal securities and are not consolidated by the

Company. Proprietary and QSPE TOB trusts, on the other hand, provide the Company with the ability to finance its own investments in municipal securities.

• Proprietary TOB trusts are generally consolidated, in which case the financing (the Floaters) is recognized on the Company’s balance sheet as a liability. However, certain proprietary TOB trusts are not consolidated by the Company, where the Residuals are held by a hedge fund that is consolidated and managed by the Company. The assets and the associated liabilities of these TOB trusts are not consolidated by the hedge fund (and, thus, are not consolidated by the Company) under the application of the AICPA Investment Company Audit Guide, which precludes consolidation of owned investments. The Company consolidates the hedge fund because the Company holds greater than 50% of the equity interests in the hedge fund. The majority of the Company’s equity investments in the hedge fund are hedged with derivatives transactions executed by the Company with third parties referencing the returns of the hedge fund.

• QSPE TOB trusts provide the Company with the same exposure as proprietary TOB trusts and are not consolidated by the Company.

The total assets and other characteristics of the three categories of TOB trusts as of December 31, 2007 are as follows:

				Credit rating distribution
TOB trust type	Total assets (in billions)		Weighted average life	AAA/Aaa	AA/Aa1 – AA-/Aa3	Less than AA-/Aa3
Customer TOB Trusts (Not consolidated)	$	17.6	8.4 years	84%	16%	0%
Proprietary TOB Trusts (Consolidated and Non-consolidated)	$	22.0	18.1 years	67%	33%	0%
QSPE TOB Trusts (Not consolidated)	$	10.6	3.0 years	80%	20%	0%

Credit rating distribution is based on the external rating of the municipal bonds within the TOB trusts, including any credit enhancement provided by monoline insurance companies or the Company in the primary or secondary markets, as discussed below. The total assets for proprietary TOB Trusts (Consolidated and Non-consolidated) includes $5.0 billion of assets where the Residuals are held by a hedge fund that is consolidated and managed by the Company.

The TOB trusts fund the purchase of their assets by issuing Floaters along with Residuals, which are frequently less than 1% of a trust’s total funding. The tenor of the Floaters matches the maturity of the TOB trust and is equal to or shorter than the tenor of the municipal bond held by the trust, and the Floaters bear interest rates that are typically reset weekly to a new market rate (based on the SIFMA index). Floater holders have an option to tender the Floaters they hold back to the trust periodically. Customer TOB trusts issue the Floaters and Residuals to third parties. Proprietary and QSPE TOB trusts issue the Floaters to third parties, and the Residuals are held by the Company.

Approximately $5.7 billion of the municipal bonds owned by TOB trusts have an additional credit guarantee provided by the Company. In all other cases, the assets are either unenhanced or are insured with a monoline insurance provider in the primary market or in the secondary market. While the trusts have not encountered any adverse credit events as defined in the

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underlying trust agreements, certain monoline insurance companies have experienced downgrades. In these cases, the Company has proactively managed the TOB programs by applying additional secondary market insurance on the assets or proceeding with orderly unwinds of the trusts.

The Company, in its capacity as remarketing agent, facilitates the sale of the Floaters to third parties at inception of the trust and facilitates the reset of the Floater coupon and tenders of Floaters. If Floaters are tendered and the Company (in its role as remarketing agent) is unable to find a new investor within a specified period of time, it can declare a failed remarketing (in which case the trust is unwound), or may choose to buy the Floaters into its own inventory and may continue to try to sell it to a third party investor. While the levels of the Company’s inventory of Floaters fluctuates, the Company held approximately $0.9 billion of Floater inventory related to the TOB programs as of December 31, 2007.

If a trust is unwound early due to an event other than a credit event on the underlying municipal bond, the underlying municipal bond is sold in the secondary market. If there is an accompanying shortfall in the trust’s cash flows to fund the redemption of the Floaters after the sale of the underlying municipal bond, the trust draws on a liquidity agreement in an amount equal to the shortfall. Liquidity agreements are generally provided to the trust directly by the Company. For customer TOBs where the Residual is less than 25% of the trust’s capital structure, the Company has a reimbursement agreement with the Residual holder under which the Residual holder reimburses the Company for any payment made under the liquidity arrangement. Through this reimbursement agreement, the Residual holder remains economically exposed to fluctuations in value of the municipal bond. These reimbursement agreements are actively margined based on changes in value of the underlying municipal bond to mitigate the Company’s counterparty credit risk. In cases where a third party provides liquidity to a proprietary or QSPE TOB trust, a similar reimbursement arrangement is made whereby the Company (or a consolidated subsidiary of the Company) as Residual holder absorbs any losses incurred by the liquidity provider. As of December 31, 2007, liquidity agreements provided with respect to customer TOB trusts totaled $14.4 billion, offset by reimbursement agreements in place with a notional amount of $11.5 billion. The remaining exposure relates to TOB transactions where the Residual owned by the customer is at least 25% of the bond value at the inception of the transaction. In addition, the Company has provided liquidity arrangements with a notional amount of $11.4 billion to QSPE TOB trusts and other non-consolidated proprietary TOB trusts described above.

The Company considers the customer and proprietary TOB trusts (excluding QSPE TOB trusts) to be variable interest entities within the scope of FIN 46-R. Because third party investors hold the Residual and Floater interests in the customer TOB trusts, the Company’s involvement and variable interests include only its role as remarketing agent and liquidity provider. On the basis of the variability absorbed by the customer through the reimbursement arrangement or significant residual investment, the Company does not consolidate the Customer TOB trusts. The Company’s variable interests in the Proprietary TOB trusts include the Residual as well as the remarking and liquidity agreements with the trusts. On the basis of the variability absorbed through these contracts (primarily the Residual), the Company generally consolidates the Proprietary TOB trusts. Finally, certain proprietary TOB trusts and QSPE TOB trusts are not consolidated by application of specific accounting literature. For the nonconsolidated

proprietary TOB trusts and QSPE TOB trusts, the Company recognizes only its residual investment on its balance sheet at fair value and the third party financing raised by the trusts is off-balance sheet.

Municipal Investments

Municipal Investment transactions represent partnerships that finance the construction and rehabilitation of low-income affordable rental housing. The Company generally invests in these partnerships as a limited partner and earns a return primarily through the receipt of tax credits earned from the affordable housing investments made by the partnership.

Client Intermediation

Client intermediation transactions represent a range of transactions designed to provide investors with specified returns based on the returns of an underlying security, referenced asset or index. These transactions include credit-linked notes and equity-linked notes. In these transactions, the SPE typically obtains exposure to the underlying security, referenced asset or index through a derivative instrument such as a total return swap or a credit default swap. In turn the SPE issues notes to investors that pay a return based on the specified underlying security, referenced asset or index. The SPE invests the proceeds in a financial asset or a guaranteed insurance contract (GIC) that serves as collateral for the derivative contract over the term of the transaction. The Company’s involvement in these transactions includes being the counterparty to the SPE’s derivative instruments and investing in a portion of the notes issued by the SPE. In certain transactions, the investor’s maximum risk of loss is limited and the Company absorbs risk of loss above a specified level.

The Company’s maximum risk of loss in these transactions is defined as the amount invested in notes issued by the SPE and the notional amount of any risk of loss absorbed by the Company through a separate instrument issued by the SPE. The derivative instrument held by the Company may generate a receivable from the SPE (for example, where the Company purchases credit protection from the SPE in connection with the SPE’s issuance of a credit-linked note), which is collateralized by the assets owned by the SPE. These derivative instruments are not considered variable interests under FIN 46-R and any associated receivables are not included in the calculation of maximum exposure to the SPE.

Mutual Fund Deferred Sales Commission (DSC) Securitizations

Mutual Fund Deferred Sales Commission (DSC) receivables are assets purchased from distributors of mutual funds that are backed by distribution fees and contingent deferred sales charges (CDSC) generated by the distribution of certain shares to mutual fund investors. These share investors pay no upfront load, but the shareholder agrees to pay, in addition to the management fee imposed by the mutual fund, the distribution fee over a period of time and the CDSC (a penalty for early redemption to recover lost distribution fees). Asset managers use the proceeds from the sale of DSC receivables to cover sales commissions associated with the shares sold.

The Company purchases these receivables from mutual fund distributors and sells a diversified pool of receivables to a trust. The trust in turn issues two tranches of securities:

• Senior term notes (generally 92-94%) via private placement to third-party investors. These notes are structured to have at least a single “A” rating

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standard. The senior notes receive all cash distributions until fully repaid, which is generally approximately 5-6 years;

• A residual certificate in the trust (generally 6-8%) to the Company. This residual certificate is fully subordinated to the senior notes, and receives no cash flows until the senior notes are fully paid.

Primary Uses of SPEs by Alternative Investments

Structured Investment Vehicles

Structured Investment Vehicles (SIVs) are SPEs that issue junior notes and senior debt (medium-term notes and short-term commercial paper) to fund the purchase of high quality assets. The junior notes are subject to the “first loss” risk of the SIVs. The SIVs provide a variable return to the junior note investors based on the net spread between the cost to issue the senior debt and the return realized by the high quality assets. The Company acts as investment manager for the SIVs and, prior to December 13, 2007, was not contractually obligated to provide liquidity facilities or guarantees to the SIVs.

In response to the ratings review for a possible downgrade announced by two ratings agencies of the outstanding senior debt of the SIVs, and the continued reduction of liquidity in the SIV-related asset-backed commercial paper and medium-term note markets, on December 13, 2007, Citigroup announced its commitment to provide a support facility that would support the SIVs’ senior debt ratings. As a result of this commitment, Citigroup became the SIVs’ primary beneficiary and began consolidating these entities.

On February 12, 2008, Citigroup finalized the terms of the support facility, which takes the form of a commitment to provide mezzanine capital to the SIV vehicles in the event the market value of their capital notes approaches zero. The facility is senior to the junior notes but junior to the commercial paper and medium-term notes. The facility is at arm’s-length terms. Interest will be paid on the drawn amount of the facility, and a per annum fee will be paid on the unused portion. The termination date of the facility is January 15, 2011, cancelable at any time at the discretion of the SIVs.

The impact of this consolidation on Citigroup’s Consolidated Balance Sheet as of December 31, 2007 is as follows:

In billions of dollars	December 31, 2007
Assets
Cash and due from banks	$11.8
Trading account assets	46.4
Other assets	0.3
Total assets	$58.5
Liabilities
Short-term borrowings	$11.7
Long-term borrowings	45.9
Other liabilities	0.9
Total liabilities	$58.5

Balances include intercompany assets of $1 billion and intercompany liabilities of $7 billion, which are eliminated in consolidation.

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The following tables summarize the seven Citigroup-advised SIVs as of December 31, 2007 and September 30, 2007 as well as the aggregate asset mix and credit quality of the SIV assets.

In billions of dollars	December 31, 2007						September 30, 2007
SIV	Assets		CP Funding		Medium- Term Notes		Assets		CP Funding		Medium- Term Notes
Beta	$	14.8	$	0.4	$	13.7	$	19.3	$	2.6	$	15.7
Centauri		14.9		0.8		13.3		20.1		2.9		16.1
Dorada		8.4		1.0		6.9		11.0		2.2		8.1
Five		8.7		2.6		5.7		13.2		5.5		7.1
Sedna		9.1		5.2		3.1		13.4		5.6		7.0
Zela		1.9		1.1		0.6		4.1		2.7		1.2
Vetra		0.7		0.3		0.3		2.0		1.4		0.5
Total	$	58.5	$	11.4	$	43.6	$	83.1	$	22.9	$	55.7

	December 31, 2007								September 30, 2007
	Average Asset Mix		Average Credit Quality (1) (2)						Average Asset Mix		Average Credit Quality (1) (2)
			Aaa		Aa		A				Aaa		Aa		A
Financial Institutions Debt	59	%	12	%	43	%	4	%	58	%	12	%	44	%	2	%
Sovereign Debt	1	%	1	%	—		—		—		—		—		—
Structured Finance
MBS—Non-U.S. residential	12	%	12	%	—		—		11	%	11	%	—		—
CBOs, CLOs, CDOs	6	%	6	%	—		—		8	%	8	%	—		—
MBS—U.S. residential	7	%	7	%	—		—		7	%	7	%	—		—
CMBS	4	%	4	%	—		—		6	%	6	%	—		—
Student loans	6	%	6	%	—		—		5	%	5	%	—		—
Credit cards	5	%	5	%	—		—		4	%	4	%	—		—
Other	—		—		—		—		1	%	1	%	—		—
Total Structured Finance	40	%	40	%	—		—		42	%	42	%	—		—
Total	100	%	53	%	43	%	4	%	100	%	54	%	44	%	2	%

(1) Credit ratings based on Moody’s ratings as of December 31, 2007 and September 30, 2007.

(2) The SIVs have no direct exposure to U.S. subprime assets and have approximately $50 million and $70 million of indirect exposure to subprime assets through CDOs, which are AAA rated and carry credit enhancements as of December 31, 2007 and September 30, 2007.

Investment Funds

The Company is the investment manager for certain investment funds that invest in various asset classes including private equity, hedge funds, real estate, fixed income and infrastructure. The Company earns a management fee which is a percentage of capital under management, and may earn performance fees. In addition, for some of these funds the Company has an ownership interest in the investment funds.

The Company has also established a number of investment funds as opportunities for qualified employees to invest in private equity investments. The Company acts as investment manager to these funds and may provide employees with financing on both a recourse and non-recourse basis for a portion of the employees’ investment commitments.

Primary Uses of SPEs by Corporate/Other

Trust Preferred Securities

The Company has raised financing through the issuance of trust preferred securities. In these transactions, the Company forms a statutory business trust and owns all of the voting equity shares of the trust. The trust

issues preferred equity securities to third-party investors and invests the gross proceeds in junior subordinated deferrable interest debentures issued by the Company. These trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the preferred equity securities held by third-party investors. These trusts’ obligations are fully and unconditionally guaranteed by the Company.

Because the sole asset of the trust is a receivable from the Company, the Company is not permitted to consolidate the trusts under FIN 46-R, even though the Company owns all of the voting equity shares of the trust, has fully guaranteed the trusts’ obligations, and has the right to redeem the preferred securities in certain circumstances. The Company recognizes the subordinated debentures on its balance sheet as long-term liabilities.

See Note 23 on page 156 for additional information regarding the Company’s off-balance-sheet arrangements with respect to securitizations and SPEs.

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Credit Commitments and Lines of Credit

The table below summarizes Citigroup’s credit commitments as of December 31, 2007 and December 31, 2006:

In millions of dollars	U.S.		Outside of U.S.		December 31, 2007		December 31, 2006
Financial standby letters of credit and foreign office guarantees	$	56,665	$	30,401	$	87,066	$	72,548
Performance standby letters of credit and foreign office guarantees		5,340		12,715		18,055		15,802
Commercial and similar letters of credit		1,483		7,692		9,175		7,861
One- to four-family residential mortgages		3,824		763		4,587		3,457
Revolving open-end loans secured by one- to four-family residential properties		31,930		3,257		35,187		32,449
Commercial real estate, construction and land development		3,736		1,098		4,834		4,007
Credit card lines (1)		949,939		153,596		1,103,535		987,409
Commercial and other consumer loan commitments (2)		303,376		170,255		473,631		439,931
Total	$	1,356,293	$	379,777	$	1,736,070	$	1,563,464

(1) Credit card lines are unconditionally cancelable by the issuer.

(2) Includes commercial commitments to make or purchase loans, to purchase third-party receivables, and to provide note issuance or revolving underwriting facilities. Amounts include $259 billion and $251 billion with original maturity of less than one year at December 31, 2007 and December 31, 2006, respectively.

See Note 28 to the Consolidated Financial Statements on page 176 for additional information on credit commitments and lines of credit.

Highly Leveraged Financing Commitments

Included in the line item “Commercial and other consumer loan commitments” in the table above are highly leveraged financing commitments, which are agreements that provide funding to a borrower with higher levels of debt (measured by the ratio of debt capital to equity capital of the borrower) than is generally the case for other companies. Highly leveraged financing is commonly employed in corporate acquisitions, management buy-outs and similar transactions.

As a result, debt service (that is, principal and interest payments) absorbs a significant portion of the cash flows generated by the borrower’s business. Consequently, the risk that the borrower may not be able to service its debt obligations is greater. Due to this risk, the interest rates and fees charged for this type of financing are generally higher than other types of financing.

Prior to funding, highly leveraged financing commitments are assessed for impairment in accordance with SFAS 5 and losses are recorded when they are probable and reasonably estimable. For the portion of loan commitments that relate to loans that will be held for investment, loss estimates are made based on the borrower’s ability to repay the facility according to its contractual terms. For the portion of loan commitments that relate to loans that will be held for sale, loss estimates are made in reference to current conditions in the resale market (both interest rate risk and credit risk are considered in the estimate). Loan origination, commitment, underwriting, and other fees are netted against any recorded losses.

Citigroup generally manages the risk associated with highly leveraged financings it generally has entered into by seeking to sell a majority of its exposures to the market prior to or shortly after funding. In certain cases, all or a portion of a highly leveraged financing to be retained is hedged with credit derivatives or other hedging instruments. Thus, when a highly leveraged financing is funded, Citigroup records the resulting loan as follows:

• The portion that Citigroup will seek to sell is recorded as a loan held-for-sale in Other Assets on the Consolidated Balance Sheet, and measured at the lower-of-cost-or-market (LOCOM)

• The portion that will be retained is recorded as a loan held-for-investment in Loans and measured at amortized cost less impairment.

Due to the dislocation of the credit markets and the reduced market interest in higher risk/higher yield instruments during the second half of 2007, liquidity in the market for highly leveraged financings has declined significantly. Consequently, Citigroup has been unable to sell a number of highly leveraged financings that it entered into during 2007, resulting in total exposure of $43 billion as of December 31, 2007 ($22 billion for funded and $21 billion for unfunded commitments). These market developments have resulted in Citigroup’s recognizing total losses on such products of $1.5 billion pretax as of December 31, 2007, of which $1.3 billion of impairment was recognized on transactions that had been funded and $0.2 billion of impairment was recognized on transactions that were unfunded as of December 31, 2007.

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PENSION AND POSTRETIREMENT PLANS

The Company has several non-contributory defined benefit pension plans covering substantially all U.S. employees and has various defined benefit pension and termination indemnity plans covering employees outside the United States. The U.S. defined benefit plan provides benefits under a cash balance formula. Employees satisfying certain age and service requirements remain covered by a prior final pay formula. The Company also offers postretirement health care and life insurance benefits to certain eligible U.S. retired employees, as well as to certain eligible employees outside the United States.

The following table shows the pension expense and contributions for Citigroup’s plans:

	U.S. plans						Non-U.S. plans
In millions of dollars	2007		2006		2005		2007		2006		2005
Pension expense (1)	$	179	$	182	$	237	$	123	$	115	$	182
Company     contributions (2)		—		—		160		223		382		379

(1) The 2006 expense for the U.S. plans includes an $80 million curtailment gain recognized as of September 30, 2006 relating to the Company’s decision to freeze benefit accruals for all cash-balance participants after 2007.

(2) In addition, the Company absorbed $15 million, $20 million and $19 million during 2007, 2006, and 2005, respectively, relating to certain investment management fees and administration costs for the U.S. plans, which are excluded from this table.

The following table shows the combined postretirement expense and contributions for Citigroup’s U.S. and foreign plans:

	U.S. and non-U.S. plans
In millions of dollars	2007		2006		2005
Postretirement expense	$	69	$	71	$	73
Company contributions		72		260		226

Expected Rate of Return

Citigroup determines its assumptions for the expected rate of return on plan assets for its U.S. pension and postretirement plans using a “building block” approach, which focuses on ranges of anticipated rates of return for each asset class. A weighted range of nominal rates is then determined based on target allocations to each asset class. Citigroup considers the expected rate of return to be a long-term assessment of return expectations and does not anticipate changing this assumption annually unless there are significant changes in investment strategy or economic conditions. This contrasts with the selection of the discount rate, future compensation increase rate, and certain other assumptions, which are reconsidered annually in accordance with generally accepted accounting principles.

The expected rate of return was 8.0% at December 31, 2007, 2006 and 2005, reflecting the performance of the global capital markets. Actual returns in 2007, 2006 and 2005 were more than the expected returns. The expected returns impacted pretax earnings by 52.3%, 2.9% and 2.7%, respectively. This expected amount reflects the expected annual appreciation of the plan assets and reduces the annual pension expense of the Company. It is deducted from the sum of service cost, interest and other components of pension expense to arrive at the net pension expense. Net pension expense for 2007, 2006 and

2005 reflects deductions of $889 million, $845 million and $806 million of expected returns, respectively.

The following table shows the expected versus actual rate of return on plan assets for the U.S. pension and postretirement plans:

	2007		2006		2005
Expected rate of return	8.0	%	8.0	%	8.0	%
Actual rate of return	13.2	%	14.7	%	9.7	%

For the foreign plans, pension expense for 2007 was reduced by the expected return of $477 million, which impacted pretax earnings by 28%, compared with the actual return of $432 million. Pension expense for 2006 and 2005 was reduced by expected returns of $384 million and $315 million, respectively. Actual returns were higher in 2006 and 2005 than the expected returns in those years.

Discount Rate

The 2007 and 2006 discount rates for the U.S. pension and postretirement plans were selected by reference to a Citigroup-specific analysis using each plan’s specific cash flows and compared with the Moody’s Aa Long-Term Corporate Bond Yield for reasonableness. Citigroup’s policy is to round to the nearest tenth of a percent. Accordingly, at December 31, 2007, the discount rate was set at 6.2% for the pension plans and at 6.0% for the postretirement welfare plans.

At December 31, 2006, the discount rate was set at 5.9% for the pension plans and 5.7% for the postretirement plans, referencing a Citigroup-specific cash flow analysis.

As of September 30, 2006, the U.S. pension plan was remeasured to reflect the freeze of benefits accruals for all non-grandfathered participants, effective January 1, 2008. Under the September 30th remeasurement and year-end analysis, the resulting plan-specific discount rate for the pension plan was 5.86%, which was rounded to 5.9%.

The discount rates for the foreign pension and postretirement plans are selected by reference to high-quality corporate bond rates in countries that have developed corporate bond markets. However, where developed corporate bond markets do not exist, the discount rates are selected by reference to local government bond rates with a premium added to reflect the additional risk for corporate bonds.

For additional information on the pension and postretirement plans, and on discount rates used in determining pension and postretirement benefit obligations and net benefit expense for the Company’s plans, as well as the effects of a one percentage-point change in the expected rates of return and the discount rates, see Note 9 to the Company’s Consolidated Financial Statements on page 132.

Adoption of SFAS 158

Upon the adoption of SFAS No.158, “Employer’s Accounting for Defined Benefit Pensions and Other Postretirement Benefits” (SFAS 158), at December 31, 2006, the Company recorded an after-tax charge to equity of $1.6 billion, which corresponds to the plan’s net pension liability and the write-off of the existing prepaid asset, which relates to unamortized actuarial gains and losses, prior service costs/benefits and transition assets/liabilities.

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CORPORATE GOVERNANCE AND CONTROLS AND PROCEDURES

FORWARD-LOOKING STATEMENTS

Corporate Governance

Citigroup has a Code of Conduct that maintains the Company’s commitment to the highest standards of conduct. The Company has established an ethics hotline for employees. The Code of Conduct is supplemented by a Code of Ethics for Financial Professionals (including finance, accounting, treasury, tax and investor relations professionals) that applies worldwide.

Both the Code of Conduct and the Code of Ethics for Financial Professionals can be found on the Citigroup Web site, www.citigroup.com, by clicking on the “Corporate Governance” page. The Company’s Corporate Governance Guidelines and the charters for the Audit and Risk Management Committee, the Nomination and Governance Committee, the Personnel and Compensation Committee, and the Public Affairs Committee of the Board are also available under the “Corporate Governance” page, or by writing to Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd Floor, New York, New York 10043.

Controls and Procedures

Disclosure

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The Company’s Disclosure Committee is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Company’s external disclosures.

The Company’s management, with the participation of the Company’s CEO and CFO, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2007 and, based on that evaluation, the CEO and CFO have concluded that at that date the Company’s disclosure controls and procedures were effective.

Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2007 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

When describing future business conditions in this Annual Report on Form 10-K, including, but not limited to, descriptions in the section titled “Management’s Discussion and Analysis,” particularly in the “Outlook” sections, the Company makes certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from those included in the forward-looking statements, which are indicated by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” and “could.”

These forward-looking statements are based on management’s current expectations and involve external risks and uncertainties including, but not limited to, those described under “Risk Factors” on page 38. Other risks and uncertainties disclosed herein include, but are not limited to:

• global economic conditions, including the level of interest rates, the credit environment, unemployment rates, and political and regulatory developments in the U.S. and around the world;

• levels of activity in, and volatility of, the global capital markets;

• the ability of the Company to achieve capital allocation excellence and to build a new risk management culture;

• the risk of a U.S. and/or global economic downturn in 2008;

• the direct and indirect impacts of continuing deterioration of subprime and other real estate markets;

• further adverse rating actions by credit rating agencies in respect of structured credit products or other credit-related exposures or of monoline insurers;

• the effect of higher unemployment and bankruptcy filings and lower real estate prices on credit costs in U.S. Consumer;

• the effect of changes to consumer lending laws enacted in 2006 and of deteriorating consumer credit conditions on credit costs in the Japan Consumer Finance business;

• the effective tax rate in 2008;

• the outcome of legal, regulatory and other proceedings;

• the ability of the Company’s businesses to control expenses, improve productivity and effectively manage credit;

• International Consumer being able to expand its customer base through organic growth, investments in expanding the branch network, and benefiting from 2007 acquisitions;

• the ability of Securities and Banking to deliver financial solutions tailored to clients’ needs and to target client segments with strong growth prospects;

• whether 2007 investments in its wealth management platform, as well as past acquisitions, will result in continued asset and revenue growth in Global Wealth Management;

• the impact of a variety of unresolved matters on the Company’s investment in CVC/Brazil, including pending litigation involving some of CVC/Brazil’s portfolio companies;

• the effect that possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions might have on Citigroup’s reported capital ratios and net risk-adjusted assets; and

• the dividending capabilities of Citigroup’s subsidiaries.

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GLOSSARY OF TERMS

Adjusted Average Assets—Average total GAAP assets (net of allowance for loan losses) less goodwill; certain other intangible assets; certain credit-enhancing interest-only strips; investments in subsidiaries or associated companies that the Federal Reserve determines should be deducted from Tier 1 Capital; deferred tax assets that are dependent upon future taxable income; and certain equity investments that are subject to a deduction from Tier 1 Capital.

Accumulated Benefit Obligation (ABO)—The actuarial present value of benefits (vested and unvested) attributed to employee services rendered up to the calculation date.

APB 23 Benefit—In accordance with paragraph 31(a) of SFAS No. 109, “Accounting for Income Taxes” (SFAS 109), a deferred tax liability is not recognized for the excess of the amount for financial reporting over the tax basis of an investment in a foreign subsidiary unless it becomes apparent that the temporary difference will reverse in the foreseeable future.

Assets Under Management (AUMs)—Assets held by Citigroup in a fiduciary capacity for clients. These assets are not included on Citigroup’s balance sheet.

Basel II—A new set of risk-based regulatory capital standards for internationally active banking organizations, published June 26, 2004 (subsequently amended in November 2005) by the Basel Committee on Banking Supervision, which consists of central banks and bank supervisors from 13 countries and is organized under the auspices of the Bank for International Settlements (“BIS”).

Cash-Basis Formula—A formula, within a defined benefit plan, that defines the ultimate benefit as a hypothetical account balance based on annual benefit credits and interest earnings.

Cash-Basis Loans—Loans in which the borrower has fallen behind in interest payments are considered impaired and are classified as non-performing or non-accrual assets. In situations where the lender reasonably expects that only a portion of the principal and interest owed ultimately will be collected, all payments are credited directly to the outstanding principal.

Collateralized Debt Obligations (CDOs)—An investment-grade security issued by a trust, which is backed by a pool of bonds, loans, or other assets, including residential or commercial mortgage-backed securities and other asset-backed securities.

Credit Default Swap—An agreement between two parties whereby one party pays the other a fixed coupon over a specified term. The other party makes no payment unless a specified credit event such as a default occurs, at which time a payment is made and the swap terminates.

Deferred Tax Asset—An asset attributable to deductible temporary differences and carryforwards. A deferred tax asset is measured using the applicable enacted tax rate and provisions of the enacted tax law.

Deferred Tax Liability—A liability attributable to taxable temporary differences. A deferred tax liability is measured using the applicable enacted tax rate and provisions of the enacted tax law.

Defined Contribution Plan—A retirement plan that provides an individual account for each participant and specifies how contributions to that account are to be determined, instead of specifying the amount of

benefits the participant will receive. The benefits a participant will receive depend solely on the amount contributed to the participant’s account, the return on investments of those contributions, and forfeitures of other participants’ benefits that may be allocated to such participant’s account.

Defined Benefit Plan—A retirement plan under which the benefits paid are based on a specific formula. The formula is usually a function of age, service and compensation. A non-contributory plan does not require employee contributions.

Derivative—A contract or agreement whose value is derived from changes in interest rates, foreign exchange rates, prices of securities or commodities, or financial or commodity indices.

Federal Funds—Non-interest-bearing deposits held by member banks at the Federal Reserve Bank.

Foregone Interest—Interest on cash-basis loans that would have been earned at the original contractual rate if the loans were on accrual status.

Generally Accepted Accounting Principles (GAAP)—Accounting rules and conventions defining acceptable practices in preparing financial statements in the United States of America. The Financial Accounting Standards Board (FASB), an independent, self-regulatory organization, is the primary source of accounting rules.

Interest-Only (or IO) Strip—A residual interest in securitization trusts representing the remaining value of expected net cash flows to the Company after payments to third-party investors and net credit losses.

Leverage Ratio—The Leverage Ratio is calculated by dividing Tier 1 Capital by leverage assets. Leverage assets are defined as quarterly average total assets, net of goodwill, intangibles and certain other items as required by the Federal Reserve.

Managed Average Yield—Gross managed interest revenue earned, divided by average managed loans.

Managed Basis—Managed basis presentation includes results from both on-balance-sheet loans and off-balance-sheet loans, and excludes the impact of card securitization activity. Managed basis disclosures assume that securitized loans have not been sold and present the result of the securitized loans in the same manner as the Company’s owned loans.

Managed Loans—Includes loans classified as Loans on the balance sheet plus loans held-for-sale that are included in other assets plus securitized receivables. These are primarily credit card receivables.

Managed Net Credit Losses—Net credit losses adjusted for the effect of credit card securitizations. See Managed Loans.

Market-Related Value of Plan Assets—A balance used to calculate the expected return on pension-plan assets. Market-related value can be either fair value or a calculated value that recognizes changes in fair value in a systematic and rational manner over not more than five years.

Minority Interest—When a parent owns a majority (but less than 100%) of a subsidiary’s stock, the Consolidated Financial Statements must reflect the minority’s interest in the subsidiary. The minority interest as shown in the Consolidated Statement of Income is equal to the minority’s proportionate share of the subsidiary’s net income and, as included in Other Liabilities on the Consolidated Balance Sheet, is equal to the minority’s proportionate share of the subsidiary’s net assets.

99

Mortgage Servicing Rights (MSRs)—An intangible asset representing servicing rights retained in the securitization of mortgage loans.

Net Credit Losses—Gross credit losses (write-offs) less gross credit recoveries.

Net Credit Loss Ratio—Annualized net credit losses divided by average loans outstanding.

Net Credit Margin—Revenues less net credit losses.

Net Excess Spread Revenue—Net cash flows from our credit card securitization activities that are returned to the Company, less the amortization of previously recorded revenue (i.e., residual interest) related to prior periods’ securitizations. The net cash flows include collections of interest income and fee revenue in excess of the interest paid to securitization trust investors, reduced by net credit losses, servicing fees, and other costs related to the securitized receivables.

Net Interest Revenue (NIR)—Interest revenue less interest expense.

Net Interest Margin—Interest revenue less interest expense divided by average interest-earning assets.

Non-Qualified Plan—A retirement plan that is not subject to certain Internal Revenue Code requirements and subsequent regulations. Contributions to non-qualified plans do not receive tax-favored treatment; the employer’s tax deduction is taken when the benefits are paid to participants.

Notional Amount—The principal balance of a derivative contract used as a reference to calculate the amount of interest or other payments.

On-balance-sheet Loans—Loans originated or purchased by the Company that reside on the balance sheet at the date of the balance sheet.

Projected Benefit Obligation (PBO)—The actuarial present value of all pension benefits accrued for employee service rendered prior to the calculation date, including an allowance for future salary increases if the pension benefit is based on future compensation levels.

Purchase Sales—Customers’ credit card purchase sales plus cash advances.

Qualified Plan—A retirement plan that satisfies certain requirements of the Internal Revenue Code and provides benefits on a tax-deferred basis. Contributions to qualified plans are tax deductible.

Qualifying SPE (QSPE)—A Special Purpose Entity that is very limited in its activities and in the types of assets it can hold. It is a passive entity and may not engage in active decision making. QSPE status allows the seller to remove assets transferred to the QSPE from its books, achieving sale accounting. QSPEs are not consolidated by the seller or the investors in the QSPE.

Return on Assets—Annualized income divided by average assets.

Return on Common Equity—Annualized income less preferred stock dividends, divided by average common equity.

Securities Purchased Under Agreements to Resell (Reverse Repo Agreements)—An agreement between a seller and a buyer, generally of government or agency securities, whereby the buyer agrees to purchase the securities and the seller agrees to repurchase them at an agreed-upon price at a future date.

Securities Sold Under Agreements to Repurchase (Repurchase Agreements)—An agreement between a seller and a buyer, generally of government or agency securities, whereby the seller agrees to repurchase the securities at an agreed-upon price at a future date.

Significant Unconsolidated VIE—An entity where the Company has any variable interest, including those where the likelihood of loss, or the notional amount of exposure, is small. Variable interests are ownership interests, debt securities, contractual arrangements or other pecuniary interests in an entity that absorbs the VIE’s expected losses and/or returns.

Special Purpose Entity (SPE)—An entity in the form of a trust or other legal vehicle, designed to fulfill a specific limited need of the company that organized it (such as a transfer of risk or desired tax treatment).

Standby Letter of Credit—An obligation issued by a bank on behalf of a bank customer to a third party where the bank promises to pay the third party, contingent upon the failure by the bank’s customer to perform under the terms of the underlying contract with the beneficiary, or it obligates the bank to guarantee or stand as a surety for the benefit of the third party to the extent permitted by law or regulation.

Securitizations—A process by which a legal entity issues to investors certain securities which pay a return based on the principal and interest cash flows from a pool of loans or other financial assets.

Tier 1 and Tier 2 Capital—Tier 1 Capital includes common stockholders’ equity (excluding certain components of accumulated other comprehensive income), qualifying perpetual preferred stock, qualifying mandatorily redeemable securities of subsidiary trusts, and minority interests that are held by others, less certain intangible assets. Tier 2 Capital includes, among other items, perpetual preferred stock to the extent that it does not qualify for Tier 1, qualifying senior and subordinated debt, limited-life preferred stock, and the allowance for credit losses, subject to certain limitations.

Unearned Compensation—The unamortized portion of a grant to employees of restricted or deferred stock measured at the market value on the date of grant. Unearned compensation is displayed as a reduction of stockholders’ equity in the Consolidated Balance Sheet.

Unfunded Commitments—Legally binding agreements to provide financing at a future date.

Variable Interest Entity (VIE)—An entity that does not have enough equity to finance its activities without additional subordinated financial support from third parties. VIEs may include entities with equity investors that cannot make significant decisions about the entity’s operations. A VIE must be consolidated by its primary beneficiary, if any, which is the party that has the majority of the expected losses or residual returns of the VIE or both.

100

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER

FINANCIAL REPORTING

The management of Citigroup is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Citigroup’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management’s authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to ensure that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

Citigroup management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of December 31, 2007, the Company’s internal control over financial reporting is effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 has been audited by KPMG LLP, the Company’s independent registered public accounting firm, as stated in their report appearing on page 102, which expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007.

101

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Stockholders

Citigroup Inc.:

We have audited Citigroup Inc. and subsidiaries’ (the “Company” or “Citigroup”) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Citigroup maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Citigroup as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and our report dated February 22, 2008 expressed an unqualified opinion on those consolidated financial statements.

New York, New York

February 22, 2008

102

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors and Stockholders

Citigroup Inc.:

We have audited the accompanying consolidated balance sheets of Citigroup Inc. and subsidiaries (the “Company” or “Citigroup”) as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, and the related consolidated balance sheets of Citibank, N.A. and subsidiaries as of December 31, 2007 and 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Citigroup as of December 31, 2007 and 2006, the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2007, and the financial position of Citibank, N.A. and subsidiaries as of December 31, 2007 and 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 2007 the Company changed its methods of accounting for fair value measurements, the fair value option for financial assets and financial liabilities, uncertainty in income taxes and cash flows relating to income taxes generated by a leverage lease transaction, and in 2006 the Company changed its methods of accounting for stock-based compensation, certain hybrid financial instruments, servicing of financial assets and defined benefit pensions and other postretirement benefits, and in 2005 the Company changed its method of accounting for conditional asset retirement obligations associated with operating leases.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Citigroup’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 22, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

New York, New York

February 22, 2008

103

FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Income— For the Years Ended December 31, 2007, 2006 and 2005	105
Consolidated Balance Sheet— December 31, 2007 and 2006	106
Consolidated Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2007, 2006 and 2005	107
Consolidated Statement of Cash Flows— For the Years Ended December 31, 2007, 2006 and 2005	109
Consolidated Balance Sheet—Citibank, N.A. and Subsidiaries December 31, 2007 and 2006	110

NOTES TO CONSOLIDATED FINANCIAL

    STATEMENTS

Note  1 – Summary of Significant Accounting Policies	111
Note  2 – Business Developments	122
Note  3 – Discontinued Operations	125
Note  4 – Business Segments	127
Note  5 – Interest Revenue and Expense	128
Note  6 – Commissions and Fees	128
Note  7 – Principal Transactions	129
Note  8 – Incentive Plans	129
Note  9 – Retirement Benefits	132
Note 10 – Restructuring	138
Note 11 – Income Taxes	139
Note 12 – Earnings Per Share	141
Note 13 – Federal Funds, Securities Borrowed, Loaned, and Subject to Repurchase Agreements	141
Note 14 – Brokerage Receivables and Brokerage Payables	142
Note 15 – Trading Account Assets and Liabilities	142
Note 16 – Investments	143
Note 17 – Loans	145
Note 18 – Allowance for Credit Losses	147
Note 19 – Goodwill and Intangible Assets	147
Note 20 – Debt	149

Note 21 – Preferred Stock and Stockholders’ Equity	153
Note 22 – Changes in Accumulated Other Comprehensive Income (Loss)	155
Note 23 – Securitizations and Variable Interest Entities	156
Note 24 – Derivatives Activities	164
Note 25 – Concentrations of Credit Risk	167
Note 26 – Fair Value (SFAS 155, SFAS 156, SFAS 157, and SFAS 159)	167
Note 27 – Fair Value of Financial Instruments (SFAS 107)	176
Note 28 – Pledged Assets, Collateral, Commitments and Guarantees	176
Note 29 – Contingencies	181
Note 30 – Citibank, N.A. Stockholders’ Equity	181
Note 31 – Subsequent Event	182
Note 32 – Condensed Consolidating Financial Statement Schedules	182
Note 33 – Selected Quarterly Financial Data (Unaudited)	191

104

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME Citigroup Inc. and Subsidiaries

	Year ended December 31
In millions of dollars, except per share amounts	2007			2006 (1)			2005 (1)
Revenues
Interest revenue	$	124,467		$	96,497		$	75,922
Interest expense		77,531			56,943			36,676
Net interest revenue	$	46,936		$	39,554		$	39,246
Commissions and fees	$	21,132		$	19,244		$	16,930
Principal transactions		(12,079	)		7,999			6,656
Administration and other fiduciary fees		9,172			6,934			6,119
Realized gains (losses) from sales of investments		1,168			1,791			1,962
Insurance premiums		3,534			3,202			3,132
Other revenue		11,835			10,891			9,597
Total non-interest revenues	$	34,762		$	50,061		$	44,396
Total revenues, net of interest expense	$	81,698		$	89,615		$	83,642
Provisions for credit losses and for benefits and claims
Provision for loan losses	$	17,424		$	6,738		$	7,929
Policyholder benefits and claims		935			967			867
Provision for unfunded lending commitments		150			250			250
Total provisions for credit losses and for benefits and claims	$	18,509		$	7,955		$	9,046
Operating expenses
Compensation and benefits	$	34,435		$	30,277		$	25,772
Net occupancy expense		6,680			5,841			5,141
Technology/communication expense		4,533			3,762			3,524
Advertising and marketing expense		2,935			2,563			2,533
Restructuring expense		1,528			—			—
Other operating expenses		11,377			9,578			8,193
Total operating expenses	$	61,488		$	52,021		$	45,163
Income from continuing operations before income taxes, minority interest, and cumulative effect of accounting change	$	1,701		$	29,639		$	29,433
Provision (benefit) for income taxes		(2,201	)		8,101			9,078
Minority interest, net of taxes		285			289			549
Income from continuing operations before cumulative effect of accounting change	$	3,617		$	21,249		$	19,806
Discontinued operations
Income from discontinued operations	$	—		$	27		$	908
Gain on sale		—			219			6,790
Provision (benefit) for income taxes and minority interest, net of taxes		—			(43	)		2,866
Income from discontinued operations, net of taxes	$	—		$	289		$	4,832
Cumulative effect of accounting change, net of taxes		—			—			(49	)
Net income	$	3,617		$	21,538		$	24,589
Basic earnings per share
Income from continuing operations	$	0.73		$	4.33		$	3.90
Income from discontinued operations, net of taxes		—			0.06			0.95
Cumulative effect of accounting change, net of taxes		—			—			(0.01	)
Net income	$	0.73		$	4.39		$	4.84
Weighted average common shares outstanding		4,905.8			4,887.3			5,067.6
Diluted earnings per share
Income from continuing operations	$	0.72		$	4.25		$	3.82
Income from discontinued operations, net of taxes		—			0.06			0.94
Cumulative effect of accounting change, net of taxes		—			—			(0.01	)
Net income	$	0.72		$	4.31		$	4.75
Adjusted weighted average common shares outstanding		4,995.3			4,986.1			5,160.4

(1) Reclassified to conform to the current period’s presentation.

See Notes to the Consolidated Financial Statements.

105

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

	December 31
In millions of dollars, except shares	2007			2006
Assets
Cash and due from banks (including segregated cash and other deposits)	$	38,206		$	26,514
Deposits with banks		69,366			42,522
Federal funds sold and securities borrowed or purchased under agreements to resell (including $84,305 at fair value at December 31, 2007)		274,066			282,817
Brokerage receivables		57,359			44,445
Trading account assets (including $157,221 and $125,231 pledged to creditors at December 31, 2007 and December 31, 2006, respectively)		538,984			393,925
Investments (including $21,449 and $16,355 pledged to creditors at December 31, 2007 and December 31, 2006, respectively)		215,008			273,591
Loans, net of unearned income
Consumer		592,307			512,921
Corporate (including $3,727 and $384 at December 31, 2007 and December 31, 2006, respectively, at fair value)		185,686			166,271
Loans, net of unearned income	$	777,993		$	679,192
Allowance for loan losses		(16,117	)		(8,940	)
Total loans, net	$	761,876		$	670,252
Goodwill		41,204			33,415
Intangible assets (including $8,380 at fair value at December 31, 2007)		22,687			15,901
Other assets (including $9,802 at fair value at December 31, 2007)		168,875			100,936
Total assets	$	2,187,631		$	1,884,318
Liabilities
Non-interest-bearing deposits in U.S. offices	$	40,859		$	38,615
Interest-bearing deposits in U.S. offices (including $1,337 and $366 at December 31, 2007 and December 31, 2006, respectively, at fair value)		225,198			195,002
Non-interest-bearing deposits in offices outside the U.S.		43,335			35,149
Interest-bearing deposits in offices outside the U.S. (including $2,261 and $472 at December 31, 2007 and December 31, 2006, respectively, at fair value)		516,838			443,275
Total deposits	$	826,230		$	712,041
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $199,854 at fair value at December 31, 2007)		304,243			349,235
Brokerage payables		84,951			85,119
Trading account liabilities		182,082			145,887
Short-term borrowings (including $13,487 and $2,012 at December 31, 2007 and December 31, 2006, respectively, at fair value)		146,488			100,833
Long-term debt (including $79,312 and $9,439 at December 31, 2007 and December 31, 2006, respectively, at fair value)		427,112			288,494
Other liabilities (including $1,568 at fair value at December 31, 2007)		102,927			82,926
Total liabilities	$	2,074,033		$	1,764,535
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), at aggregate liquidation value	$	—		$	1,000
Common stock ($0.01 par value; authorized shares: 15 billion), issued shares: 2007 and 2006—5,477,416,086 shares		55			55
Additional paid-in capital		18,007			18,253
Retained earnings		121,920			129,267
Treasury stock, at cost: 2007—482,834,568 shares and 2006—565,422,301 shares		(21,724	)		(25,092	)
Accumulated other comprehensive income (loss)		(4,660	)		(3,700	)
Total stockholders’ equity	$	113,598		$	119,783
Total liabilities and stockholders’ equity	$	2,187,631		$	1,884,318

See Notes to the Consolidated Financial Statements.

106

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY Citigroup Inc. and Subsidiaries

	Year ended December 31
	Amounts									Shares
In millions of dollars, except shares in thousands	2007			2006			2005			2007		2006		2005
Preferred stock at aggregate liquidation value
Balance, beginning of year	$	1,000		$	1,125		$	1,125		4,000		4,250		4,250
Redemption or retirement of preferred stock		(1,000	)		(125	)		—		(4,000	)	(250	)	—
Balance, end of year	$	—		$	1,000		$	1,125		—		4,000		4,250
Common stock and additional paid-in capital
Balance, beginning of year	$	18,308		$	17,538		$	16,960		5,477,416		5,477,416		5,477,416
Employee benefit plans		455			769			524		—		—		—
Issuance of shares for Grupo Cuscatlan acquisition		118			—			—		—		—		—
Issuance of shares for ATD acquisition		74			—			—		—		—		—
Present value of stock purchase contract payments		(888	)		—			—		—		—		—
Other		(5	)		1			54		—		—		—
Balance, end of year	$	18,062		$	18,308		$	17,538		5,477,416		5,477,416		5,477,416
Retained earnings
Balance, beginning of year	$	129,267		$	117,555		$	102,154
Adjustment to opening balance, net of taxes (1)		(186	)		—			—
Adjusted balance, beginning of period	$	129,081		$	117,555		$	102,154
Net income		3,617			21,538			24,589
Common dividends (2)		(10,733	)		(9,761	)		(9,120	)
Preferred dividends		(45	)		(65	)		(68	)
Balance, end of year	$	121,920		$	129,267		$	117,555
Treasury stock, at cost
Balance, beginning of year	$	(25,092	)	$	(21,149	)	$	(10,644	)	(565,422	)	(497,192	)	(282,774	)
Issuance of shares pursuant to employee benefit plans		2,853			3,051			2,203		68,839		75,631		61,278
Treasury stock acquired (3)		(663	)		(7,000	)		(12,794	)	(12,463	)	(144,033	)	(277,918	)
Issuance of shares for Grupo Cuscatlan acquisition		637			—			—		14,192		—		—
Issuance of shares for ATD acquisition		503			—			—		11,172		—		—
Other		38			6			86		847		172		2,222
Balance, end of year	$	(21,724	)	$	(25,092	)	$	(21,149	)	(482,835	)	(565,422	)	(497,192	)

(Statement continues on next page)

107

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued) Citigroup Inc. and Subsidiaries

	Year ended December 31
	Amounts									Shares
In millions of dollars, except shares in thousands	2007			2006			2005			2007	2006	2005
Accumulated other comprehensive income (loss)
Balance, beginning of year	$	(3,700	)	$	(2,532	)	$	(304	)
Adjustment to opening balance, net of taxes (4)		149			—			—
Adjusted balance, beginning of period	$	(3,551	)	$	(2,532	)	$	(304	)
Net change in unrealized gains and losses on investment securities, net of taxes		(621	)		(141	)		(1,549	)
Net change in cash flow hedges, net of taxes		(3,102	)		(673	)		439
Net change in foreign currency translation adjustment, net of taxes		2,024			1,294			(980	)
Pension liability adjustment, net of taxes (5)		590			(1	)		(138	)
Adjustments to initially apply SFAS 158, net of taxes		—			(1,647	)		—
Net change in Accumulated other comprehensive income (loss)	$	(1,109	)	$	(1,168	)	$	(2,228	)
Balance, end of year	$	(4,660	)	$	(3,700	)	$	(2,532	)
Total common stockholders’ equity and common shares outstanding	$	113,598		$	118,783		$	111,412		4,994,581	4,911,994	4,980,224
Total stockholders’ equity	$	113,598		$	119,783		$	112,537
Comprehensive income
Net income	$	3,617		$	21,538		$	24,589
Net change in Accumulated other comprehensive income (loss)		(1,109	)		(1,168	)		(2,228	)
Comprehensive income	$	2,508		$	20,370		$	22,361

(1) The adjustment to the opening balance of Retained earnings represents the total of the after-tax gain (loss) amounts for the adoption of the following accounting pronouncements:

• SFAS 157 for $75 million,

• SFAS 159 for $(99) million,

• FSP 13-2 for $(148) million, and

• FIN 48 for $(14) million.

See Notes 1 and 26 to the Consolidated Financial Statements on pages 111 and 167, respectively.

(2) Common dividends declared were $0.54 per share in the first, second, third, and fourth quarters of 2007, $0.49 per share in the first, second, third, and fourth quarters of 2006, and $0.44 cents per share in the first, second, third and fourth quarters of 2005.

(3) All open market repurchases were transacted under an existing authorized share repurchase plan. On April 14, 2005, the Board of Directors authorized up to an additional $15 billion in share repurchases. Additionally, on April 17, 2006, the Board of Directors authorized up to an additional $10 billion in share repurchases.

(4) The after-tax adjustment to the opening balance of Accumulated other comprehensive income (loss) represents the reclassification of the unrealized gains (losses) related to the Legg Mason securities as well as several miscellaneous items previously reported in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (SFAS 115). The related unrealized gains and losses were reclassified to Retained earnings upon the adoption of the fair value option in accordance with SFAS 159. See Notes 1 and 26 to the Consolidated Financial Statements on pages 111 and 167 for further discussions.

(5) In 2007, reflects changes in the funded status of the Company’s pension and postretirement plans, as required by SFAS 158. In 2006 and 2005, reflects additional minimum liability, as required by SFAS No. 87, “Employers’ Accounting for Pensions” (SFAS 87), related to unfunded or book reserve plans, such as the U.S. nonqualified pension plans and certain foreign plans.

See Notes to the Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS Citigroup Inc. and Subsidiaries

	Year ended December 31
In millions of dollars	2007			2006 (1)			2005 (1)
Cash flows from operating activities of continuing operations
Net income	$	3,617		$	21,538		$	24,589
Income from discontinued operations, net of taxes		—			150			630
Gain on sale, net of taxes		—			139			4,202
Cumulative effect of accounting change, net of taxes		—			—			(49	)
Income from continuing operations	$	3,617		$	21,249		$	19,806
Adjustments to reconcile net income to net cash (used in) provided by     operating activities of continuing operations
Amortization of deferred policy acquisition costs and present value of future profits	$	369		$	287		$	274
Additions to deferred policy acquisition costs		(482	)		(381	)		(382	)
Depreciation and amortization		2,421			2,503			2,318
Deferred tax (benefit) provision		(4,256	)		90			(181	)
Provision for credit losses		17,574			6,988			8,179
Change in trading account assets		(62,798	)		(98,105	)		(16,399	)
Change in trading account liabilities		20,893			24,779			(13,986	)
Change in federal funds sold and securities borrowed or purchased under agreements to resell		38,143			(65,353	)		(16,725	)
Change in federal funds purchased and securities loaned or sold under agreements to repurchase		(56,983	)		106,843			33,808
Change in brokerage receivables net of brokerage payables		(15,529	)		12,503			17,236
Realized gains from sales of investments		(1,168	)		(1,791	)		(1,962	)
Change in loans held-for-sale		(30,649	)		(1,282	)		(1,560	)
Other, net		17,418			(8,483	)		1,616
Total adjustments	$	(75,047	)	$	(21,402	)	$	12,236
Net cash (used in) provided by operating activities of continuing operations	$	(71,430	)	$	(153	)	$	32,042
Cash flows from investing activities of continuing operations
Change in deposits with banks	$	(17,216	)	$	(10,877	)	$	(5,084	)
Change in loans		(361,934	)		(356,062	)		(291,000	)
Proceeds from sales and securitizations of loans		273,464			253,176			245,335
Purchases of investments		(274,426	)		(296,124	)		(203,023	)
Proceeds from sales of investments		211,753			86,999			82,603
Proceeds from maturities of investments		121,346			121,111			97,513
Other investments, primarily short-term, net		—			—			148
Capital expenditures on premises and equipment		(4,003	)		(4,035	)		(3,724	)
Proceeds from sales of premises and equipment, subsidiaries and affiliates, and repossessed assets		4,253			1,606			17,611
Business acquisitions		(15,614	)		—			(602	)
Net cash used in investing activities of continuing operations	$	(62,377	)	$	(204,206	)	$	(60,223	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(10,778	)	$	(9,826	)	$	(9,188	)
Issuance of common stock		1,060			1,798			1,400
Redemption of preferred stock, net		(1,000	)		(125	)		—
Treasury stock acquired		(663	)		(7,000	)		(12,794	)
Stock tendered for payment of withholding taxes		(951	)		(685	)		(696	)
Issuance of long-term debt		118,496			113,687			68,852
Payments and redemptions of long-term debt		(65,517	)		(46,468	)		(52,364	)
Change in deposits		93,422			121,203			27,713
Change in short-term borrowings		10,425			33,903			10,163
Net cash provided by financing activities of continuing operations	$	144,494		$	206,487		$	33,086
Effect of exchange rate changes on cash and cash equivalents	$	1,005		$	645		$	(1,840	)
Discontinued operations
Net cash provided by (used in) discontinued operations	$	—		$	109		$	(46	)
Change in cash and due from banks	$	11,692		$	2,882		$	3,019
Cash and due from banks at beginning of period	$	26,514		$	23,632		$	20,613
Cash and due from banks at end of period	$	38,206		$	26,514		$	23,632
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the year for income taxes	$	5,923		$	9,230		$	8,621
Cash paid during the year for interest		72,732			51,472			32,081
Non-cash investing activities
Transfers to repossessed assets	$	2,287		$	1,414		$	1,268

(1) Reclassified to conform to the current period’s presentation.

See Notes to the Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEET Citibank, N.A. and Subsidiaries

	December 31
In millions of dollars, except shares	2007			2006
Assets
Cash and due from banks	$	28,966		$	18,917
Deposits with banks		57,216			38,377
Federal funds sold and securities purchased under agreements to resell		23,563			9,219
Trading account assets (including $22,716 and $117 pledged to creditors at December 31, 2007 and December 31, 2006, respectively)		215,454			103,945
Investments (including $3,099 and $1,953 pledged to creditors at December 31, 2007 and December 31, 2006, respectively)		150,058			215,222
Loans, net of unearned income		644,597			558,952
Allowance for loan losses		(10,659	)		(5,152	)
Total loans, net	$	633,938		$	553,800
Goodwill		19,294			13,799
Intangible assets		11,007			6,984
Premises and equipment, net		8,191			7,090
Interest and fees receivable		8,958			7,354
Other assets		95,070			44,790
Total assets	$	1,251,715		$	1,019,497
Liabilities
Non-interest-bearing deposits in U.S. offices	$	41,032		$	38,663
Interest-bearing deposits in U.S. offices		186,080			167,015
Non-interest-bearing deposits in offices outside the U.S.		38,775			31,169
Interest-bearing deposits in offices outside the U.S.		516,517			428,896
Total deposits	$	782,404		$	665,743
Trading account liabilities		59,472			43,136
Purchased funds and other borrowings		74,112			73,081
Accrued taxes and other expenses		12,752			10,777
Long-term debt and subordinated notes		184,317			115,833
Other liabilities		39,352			37,774
Total liabilities	$	1,152,409		$	946,344
Stockholder’s equity
Capital stock ($20 par value) outstanding shares: 37,534,553 in each period	$	751		$	751
Surplus		69,135			43,753
Retained earnings		31,915			30,358
Accumulated other comprehensive income (loss) (1)		(2,495	)		(1,709	)
Total stockholder’s equity	$	99,306		$	73,153
Total liabilities and stockholder’s equity	$	1,251,715		$	1,019,497

(1) Amounts at December 31, 2007 and December 31, 2006 include the after-tax amounts for net unrealized gains (losses) on investment securities of ($1.262) billion and ($119) million, respectively, for foreign currency translation of $1.687 billion and ($456) million, respectively, for cash flow hedges of ($2.085) billion and ($131) million, respectively, and for pension liability adjustments of ($835) million and ($1.003) billion, respectively, of which ($886) million relates to the initial adoption of SFAS 158 at December 31, 2006.

See Notes to the Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Citigroup and its subsidiaries (the Company). The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. Entities where the Company holds 20% to 50% of the voting rights and/or has the ability to exercise significant influence, other than investments of designated venture capital subsidiaries, are accounted for under the equity method, and the pro rata share of their income (loss) is included in Other revenue. Income from investments in less than 20%-owned companies is recognized when dividends are received. As discussed below, Citigroup consolidates entities deemed to be variable interest entities (VIEs) when Citigroup is determined to be the primary beneficiary. Gains and losses on the disposition of branches, subsidiaries, affiliates, buildings, and other investments and charges for management’s estimate of impairment in their value that is other than temporary, such that recovery of the carrying amount is deemed unlikely, are included in Other revenue.

Citibank, N.A.

Citibank, N.A. is a commercial bank and wholly-owned subsidiary of Citigroup Inc. Citibank’s principal offerings include consumer finance, mortgage lending, and retail banking products and services; investment banking, commercial banking, cash management, trade finance and e-commerce products and services; and private banking products and services.

The Company includes a balance sheet and statement of changes in stockholder’s equity for Citibank, N.A. to provide information about this entity to shareholders and international regulatory agencies. (See Note 30 to the Consolidated Financial Statements on page 181.)

Variable Interest Entities

An entity is referred to as a variable interest entity (VIE) if it meets the criteria outlined in FASB Interpretation No. 46-R, “Consolidation of Variable Interest Entities (revised December 2003)” (FIN 46-R), which are: (1) the entity has equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors that cannot make significant decisions about the entity’s operations or that do not absorb their proportionate share of the expected losses or receive the expected returns of the entity.

In addition, as specified in FIN 46-R, a VIE must be consolidated by the Company if it is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that has a majority of the expected losses or a majority of the expected residual returns or both.

Along with the VIEs that are consolidated in accordance with these guidelines, the Company has significant variable interests in other VIEs that are not consolidated because the Company is not the primary beneficiary. These include multi-seller finance companies, certain collateralized debt obligations (CDOs), many structured finance transactions, and various investment funds.

However, these VIEs as well as all other unconsolidated VIEs are regularly monitored by the Company to determine if any reconsideration events have occurred that could cause its primary beneficiary status to change. These events include:

• Additional purchases or sales of variable interests by Citigroup or an unrelated third party, which cause Citigroup’s overall variable interest ownership to change,

• Changes in contractual arrangements in a manner that reallocate expected losses and residual returns among the variable interest holders,

• Providing support to an entity that results in an implicit variable interest.

All other entities not deemed to be VIEs with which the Company has involvement are evaluated for consolidation under Accounting Research Bulletin (ARB) No. 51, “Consolidated Financial Statements,” and SFAS No. 94, “Consolidation of All Majority-Owned Subsidiaries” (SFAS 94).

Foreign Currency Translation

Assets and liabilities denominated in foreign currencies are translated into U.S. dollars using year-end spot foreign exchange rates. Revenues and expenses are translated monthly at amounts that approximate weighted average exchange rates, with resulting gains and losses included in income. The effects of translating income with a functional currency other than the U.S. dollar are included in stockholders’ equity along with related hedge and tax effects. The effects of translating income with the U.S. dollar as the functional currency, including those in highly inflationary environments, are included in other revenue along with the related hedge effects. Hedges of foreign currency exposures include forward currency contracts and designated issues of non-U.S. dollar debt.

Investment Securities

Investments include fixed income and equity securities. Fixed income instruments include bonds, notes and redeemable preferred stocks, as well as certain loan-backed and structured securities that are subject to prepayment risk. Equity securities include common and nonredeemable preferred stocks. Investment securities are classified and accounted for as follows:

• Fixed income securities classified as “held to maturity” represent securities that the Company has both the ability and the intent to hold until maturity, and are carried at amortized cost. Interest and dividend income on such securities is included in Interest revenue.

• Fixed income securities and marketable equity securities classified as “available-for-sale” are carried at fair value with changes in fair value reported in a separate component of stockholders’ equity, net of applicable income taxes. As set out in Note 16 on page 143, declines in fair value that are determined to be other than temporary are recorded in earnings immediately. Realized gains and losses on sales are included in income on a specific identification cost basis, and interest and dividend income on such securities is included in Interest revenue.

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• Venture capital investments held by Citigroup’s private equity subsidiaries are carried at fair value with changes in fair value reported in Other revenue. These subsidiaries include entities registered as Small Business Investment Companies and engage exclusively in venture-capital activities.

• Certain investments in non-marketable equity securities and certain investments that would otherwise have been accounted for using the equity method are carried at fair value, since the Company has elected to apply fair value accounting in accordance with SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). Changes in fair value of such investments are recorded in earnings.

• Certain non-marketable equity securities are carried at cost and periodically assessed for other-than-temporary impairment, as set out in Note 16 on page 143.

For investments in fixed-income securities classified as held-to-maturity or available-for-sale, accrual of interest income is suspended for investments that are in default or on which it is likely that future interest payments will not be made as scheduled. Fixed-income instruments subject to prepayment risk are accounted for using the retrospective method, where the principal amortization and effective yield are recalculated each period based on actual historical and projected future cash flows.

The Company uses a number of valuation techniques for investments carried at fair value, which are described in Note 26 on page 167.

Trading Account Assets and Liabilities

Trading account assets include debt and marketable equity securities, derivatives in a receivable position, residual interests in securitizations and physical commodities inventory. In addition (as set out in Note 26 on page 167), certain assets that Citigroup has elected to carry at fair value under SFAS 159, such as loans and purchased guarantees, are also included in Trading account assets.

Trading account liabilities include securities sold, not yet purchased (short positions), and derivatives in a net payable position, as well as certain liabilities that Citigroup has elected to carry at fair value under SFAS 159 or SFAS 155, “Accounting for Certain Hybrid Financial Instruments” (SFAS 155) (as set out in Note 26 on page 167).

Other than physical commodities inventory, all trading account assets and liabilities are carried at fair value. Revenues generated from trading assets and trading liabilities are generally reported in Principal transactions and include realized gains and losses as well as unrealized gains and losses resulting from changes in the fair value of such instruments. Interest income on trading assets is recorded in Interest revenue reduced by interest expense on trading liabilities.

Physical commodities inventory is carried at the lower of cost or market (LOCOM) with related gains or losses reported in Principal transactions. Realized gains and losses on sales of commodities inventory are included in Principal transactions on a “first in, first out” basis.

Derivatives used for trading purposes include interest rate, currency, equity, credit, and commodity swap agreements, options, caps and floors,

warrants, and financial and commodity futures and forward contracts. Derivative asset and liability positions are presented net by counterparty on the Consolidated Balance Sheet when a valid master netting agreement exists and the other conditions set out in FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (FIN 39) are met.

The Company uses a number of techniques to determine the fair value of trading assets and liabilities, all of which are described in Note 26 on page 167.

Securities Borrowed and Securities Loaned

Securities borrowing and lending transactions generally do not constitute a sale of the underlying securities for accounting purposes, and so are treated as collateralized financing transactions. Such transactions are recorded at the amount of cash advanced or received plus accrued interest. As set out in Note 26 on page 167, the Company has elected under SFAS 159 to apply fair value accounting to a small number of securities borrowing and lending transactions. Irrespective of whether the Company has elected fair-value accounting, fees paid or received for all securities lending and borrowing transactions are recorded in Interest expense or Interest revenue at the contractually specified rate.

Where the conditions of FIN 39 are met, amounts recognized in respect of securities borrowed and securities loaned are presented net on the Consolidated Balance Sheet.

With respect to securities borrowed or loaned, the Company pays or receives cash collateral in an amount in excess of the market value of securities borrowed or loaned. The Company monitors the market value of securities borrowed and loaned on a daily basis with additional collateral received or paid as necessary.

As described in Note 26 on page 167, the Company uses a discounted cash-flow technique to determine the fair value of securities lending and borrowing transactions.

Repurchase and Resale Agreements

Securities sold under agreements to repurchase (repos) and securities purchased under agreements to resell (reverse repos) generally do not constitute a sale for accounting purposes of the underlying securities, and so are treated as collateralized financing transactions. As set out in Note 26 on page 167, the Company has elected to apply fair-value accounting to a majority of such transactions, with changes in fair-value reported in earnings. Any transactions for which fair-value accounting has not been elected are recorded at the amount of cash advanced or received plus accrued interest. Irrespective of whether the Company has elected fair-value accounting, interest paid or received on all repo and reverse repo transactions is recorded in Interest expense or Interest revenue at the contractually specified rate.

Where the conditions of FASB Interpretation No. 41, “Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements” (FIN 41), are met, repos and reverse repos are presented net on the Consolidated Balance Sheet.

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The Company’s policy is to take possession of securities purchased under agreements to resell. The market value of securities to be repurchased and resold is monitored, and additional collateral is obtained where appropriate to protect against credit exposure.

As described in Note 26 on page 167, the Company uses a discounted cash flow technique to determine the fair value of repo and reverse repo transactions.

Loans and Leases

Loans are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs. Loan origination fees and certain direct origination costs are generally deferred and recognized as adjustments to income over the lives of the related loans.

As set out in Note 26 on page 167, the Company has elected fair value accounting under SFAS 159 and SFAS 155 for certain loans. Such loans are carried at fair value with changes in fair value reported in earnings. Interest income on such loans is recorded in Interest revenue at the contractually specified rate.

Loans for which the fair value option has not been elected under SFAS 159 or SFAS 155 are classified upon origination or acquisition as either held-for-investment or held-for-sale. This classification is based on management’s intent and ability with regard to those loans.

Substantially all of the consumer loans sold or securitized by Citigroup are U.S. prime mortgage loans or U.S. credit card receivables. The practice of the U.S. prime mortgage business has been to sell all of its loans except for nonconforming adjustable rate loans. U.S. prime mortgage conforming loans are classified as held-for-sale at the time of origination. The related cash flows are classified in the Consolidated Statement of Cash Flows in the cash flows from operating activities category on the line “Change in loans held-for-sale.”

U.S. credit card receivables are classified at origination as loans-held-for sale to the extent that management does not have the intent to hold the receivables for the foreseeable future or until maturity. The U.S. credit card securitization forecast for the three months following the latest balance sheet date is the basis for the amount of such loans classified as held-for-sale. Cash flows related to U.S. credit card loans classified as held-for-sale at origination or acquisition are reported in the cash flows from operating activities category on the line “Change in loans held-for-sale.”

Loans that are held-for-investment are classified as Loans, net of unearned income on the Consolidated Balance Sheet, and the related cash flows are included within the cash flows from investing activities category in the Consolidated Statement of Cash Flows on the line “Changes in loans.” However, when the initial intent for holding a loan has changed from held-for-investment to held-for-sale, the loan is reclassified to held-for-sale, but the related cash flows continue to be reported in cash flows from investing activities in the Consolidated Statement of Cash Flows on the line “Proceeds from sales and securitizations of loans.”

Consumer Loans

Consumer loans represent loans and leases managed by the Global Consumer business and Private Bank. As a general rule, interest accrual ceases for open-end revolving and closed-end installment and real estate loans when payments are 90 days contractually past due. For credit cards, however, the Company accrues interest until payments are 180 days past due.

As a general rule, unsecured closed-end installment loans are charged off at 120 days past due and unsecured open-end (revolving) loans are charged off at 180 days contractually past due. Loans secured with non-real-estate collateral are written down to the estimated value of the collateral, less costs to sell, at 120 days past due. Real-estate secured loans (both open- and closed-end) are written down to the estimated value of the property, less costs to sell, at 180 days contractually past due.

In certain consumer businesses in the U.S., secured real estate loans are written down to the estimated value of the property, less costs to sell, at the earlier of the receipt of title or 12 months in foreclosure (a process that must commence when payments are 120 days contractually past due). Closed-end loans secured by non-real-estate collateral are written down to the estimated value of the collateral, less costs to sell, at 180 days contractually past due. Unsecured loans (both open-and closed-end) are charged off at 180 days contractually past due and 180 days from the last payment, but in no event can these loans exceed 360 days contractually past due.

Unsecured loans in bankruptcy are charged off within 30 days of notification of filing by the bankruptcy court or within the contractual write-off periods, whichever occurs earlier. In CitiFinancial, unsecured loans in bankruptcy are charged off when they are 30 days contractually past due.

U.S. Commercial Business includes loans and leases made principally to small- and middle-market businesses. U.S. Commercial Business loans are placed on a non-accrual basis when it is determined that the payment of interest or principal is doubtful or when payments are past due for 90 days or more, except when the loan is well secured and in the process of collection.

Corporate Loans

Corporate loans represent loans and leases managed by CMB. Corporate loans are identified as impaired and placed on a cash (non-accrual) basis when it is determined that the payment of interest or principal is doubtful, or when interest or principal is 90 days past due, except when the loan is well collateralized and in the process of collection. Any interest accrued on impaired corporate loans and leases is reversed at 90 days and charged against current earnings, and interest is thereafter included in earnings only to the extent actually received in cash. When there is doubt regarding the ultimate collectibility of principal, all cash receipts are thereafter applied to reduce the recorded investment in the loan. Impaired corporate loans and leases are written down to the extent that principal is judged to be uncollectible. Impaired collateral-dependent loans and leases, where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment, are written down to the lower of cost or collateral value. Cash-basis loans are returned to an accrual status when all contractual principal and interest amounts are reasonably assured of repayment and there is a sustained period of repayment performance in accordance with the contractual terms.

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Lease Financing Transactions

Loans include the Company’s share of aggregate rentals on lease financing transactions and residual values net of related unearned income. Lease financing transactions represent direct financing leases and also include leveraged leases. Unearned income is amortized under a method that results in an approximate level rate of return when related to the unrecovered lease investment. Gains and losses from sales of residual values of leased equipment are included in Other revenue.

Loans Held-for-Sale

Corporate and consumer loans that have been identified for sale are classified as loans held-for-sale included in Other assets. With the exception of certain mortgage loans for which the fair-value option has been elected under SFAS 159, these loans are accounted for at the lower of cost or market value, with any write-downs or subsequent recoveries charged to Other revenue.

Allowance for Loan Losses

Allowance for loan losses represents management’s estimate of probable losses inherent in the portfolio. Attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio. Additions to the allowance are made through the provision for credit losses. Credit losses are deducted from the allowance, and subsequent recoveries are added. Securities received in exchange for loan claims in debt restructurings are initially recorded at fair value, with any gain or loss reflected as a recovery or charge-off to the allowance, and are subsequently accounted for as securities available-for-sale.

In the Corporate and Commercial Business portfolios, larger-balance, non-homogeneous exposures representing significant individual credit exposures are evaluated based upon the borrower’s overall financial condition, resources, and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. Reserves are established for these loans based upon an estimate of probable losses for the individual loans deemed to be impaired. This estimate considers all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan’s contractual effective rate, the secondary market value of the loan and the fair value of collateral less disposal costs. The allowance for credit losses attributed to the remaining portfolio is established via a process that estimates the probable loss inherent in the portfolio based upon various analyses. These analyses consider historical and project default rates and loss severities; internal risk ratings; and geographic, industry, and other environmental factors. Management also considers overall portfolio indicators including trends in internally risk-rated exposures, classified exposures, cash-basis loans, historical and forecasted write-offs, and a review of industry, geographic, and portfolio concentrations, including current developments within those segments. In addition, management considers the current business strategy and credit process, including credit limit setting and compliance, credit approvals, loan underwriting criteria, and loan workout procedures.

For Consumer loans (excluding Commercial Business loans), each portfolio of smaller-balance, homogeneous loans—including consumer mortgage, installment, revolving credit, and most other consumer loans—is collectively evaluated for impairment. The allowance for credit losses attributed to these loans is established via a process that estimates the probable losses inherent in the portfolio based upon various analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with analyses that reflect current trends and conditions. Management also considers overall portfolio indicators including historical credit losses; delinquent, non-performing, and classified loans; trends in volumes and terms of loans; an evaluation of overall credit quality; the credit process, including lending policies and procedures; and economic, geographical, product and other environmental factors.

Allowance for Unfunded Lending Commitments

A similar approach to the allowance for loan losses is used for calculating a reserve for the expected losses related to unfunded loan commitments and standby letters of credit. This reserve is classified on the balance sheet in Other liabilities.

Mortgage Servicing Rights (MSRs)

Mortgage servicing rights (MSRs), which are included in Intangible assets in the Consolidated Balance Sheet, are recognized as assets when purchased or when the Company sells or securitizes loans acquired through purchase or origination and retains the right to service the loans.

With the Company’s electing to early-adopt SFAS 156 as of January 1, 2006, MSRs in the U.S. mortgage and student loan classes of servicing rights are accounted for at fair value, with changes in value recorded in current earnings. Upon electing the fair-value method of accounting for its MSRs, the Company discontinued the application of SFAS 133 fair-value hedge accounting, the calculation of amortization and the assessment of impairment for the MSRs. The MSR valuation allowance at the date of adoption of SFAS 156 was written off against the recorded value of the MSRs.

Prior to 2006, only the portion of the MSR portfolio that was hedged with instruments qualifying for hedge accounting under SFAS 133 was recorded at fair value. The remaining portion, which was hedged with instruments that did not qualify for hedge accounting under SFAS 133, was accounted for at the lower of cost or market. Servicing rights retained in the securitization of mortgage loans were measured by allocating the carrying value of the loans between the assets sold and the interests retained, based on the relative fair values at the date of securitization. MSRs were amortized using a proportionate cash flow method over the period of the related net positive servicing income to be generated from the various portfolios purchased or loans originated. Impairment of MSRs was evaluated on a disaggregated basis by type (i.e., fixed rate or adjustable rate) and by interest-rate band, which were believed to be the predominant risk characteristics of the Company’s servicing portfolio. Any excess of the carrying value of the capitalized servicing rights over the fair value by stratum was recognized through a valuation allowance for each stratum and charged to the provision for impairment on MSRs.

Additional information on the Company’s MSRs can be found in Note 23 to the Consolidated Financial Statements on page 156.

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Goodwill

Goodwill represents an acquired company’s acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is subject to annual impairment tests, whereby goodwill is allocated to the Company’s reporting units and an impairment is deemed to exist if the carrying value of a reporting unit exceeds its estimated fair value. Furthermore, on any business dispositions, goodwill is allocated to the business disposed of based on the ratio of the fair value of the business disposed of to the fair value of the reporting unit.

Intangible Assets

Intangible Assets—including core deposit intangibles, present value of future profits, purchased credit card relationships, other customer relationships, and other intangible assets, but excluding MSRs—are amortized over their estimated useful lives. Upon the adoption of SFAS 142, intangible assets deemed to have indefinite useful lives, primarily certain asset management contracts and trade names, are not amortized and are subject to annual impairment tests. An impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For other intangible assets subject to amortization, an impairment is recognized if the carrying amount is not recoverable and exceeds the fair value of the intangible asset.

Other Assets and Other Liabilities

Other assets includes, among other items, loans held-for-sale, deferred tax assets, equity-method investments, interest and fees receivable, premises and equipment, end-user derivatives in a net receivable position, repossessed assets, and other receivables.

Other liabilities includes, among other items, accrued expenses and other payables, deferred tax liabilities, minority interest, end-user derivatives in a net payable position, and reserves for legal, taxes, restructuring, unfunded lending commitments, and other matters.

Repossessed Assets

Upon repossession, loans are adjusted, if necessary, to the estimated fair value of the underlying collateral and transferred to repossessed assets. This is reported in Other assets, net of a valuation allowance for selling costs and net declines in value as appropriate.

Securitizations

The Company primarily securitizes credit card receivables and mortgages. Other types of securitized assets include corporate debt instruments (in cash and synthetic form), auto loans, and student loans.

There are two key accounting determinations that must be made relating to securitizations. First, in the case where Citigroup originated or owned the financial assets transferred to the securitization entity, a decision must be made as to whether that transfer is considered a sale under U.S. Generally Accepted Accounting Principles (GAAP). If it is a sale, the transferred assets are removed from the Company’s Consolidated Balance Sheet with a gain or loss recognized. Alternatively, when the transfer would be considered financing rather than a sale, the assets will remain on the Company’s

Consolidated Balance Sheet with an offsetting liability recognized in the amount of proceeds received.

Second, a determination must be made as to whether the securitization entity would be included in the Company’s Consolidated Financial Statements. For each securitization entity with which it is involved, the Company makes a determination of whether the entity should be considered a subsidiary of the Company and be included in its Consolidated Financial Statements or whether the entity is sufficiently independent that it does not need to be consolidated. If the securitization entity’s activities are sufficiently restricted to meet accounting requirements to be a qualifying special purpose entity (QSPE), the securitization entity is not consolidated by the seller of the transferred assets. If the securitization entity is determined to be a VIE, the Company consolidates the VIE if it is the primary beneficiary.

For all other securitization entities determined not to be VIEs in which Citigroup participates, a consolidation decision is made by evaluating several factors, including how much of the entity’s ownership is in the hands of third-party investors, who controls the securitization entity, and who reaps the rewards and bears the risks of the entity. Only securitization entities controlled by Citigroup are consolidated.

Interests in the securitized and sold assets may be retained in the form of subordinated interest-only strips, subordinated tranches, spread accounts, and servicing rights. In credit card securitizations, the Company retains a seller’s interest in the credit card receivables transferred to the trusts, which is not in securitized form. Accordingly, the seller’s interest is carried on a historical cost basis and classified as Consumer loans. Retained interests in securitized mortgage loans and student loans are classified as Trading account assets, as are a majority of the retained interest in securitized credit card receivables. Certain other retained interests are recorded as available-for-sale investments, but servicing rights are included in Intangible Assets. However, since January 1, 2006, servicing rights are initially recorded at fair value. Gains or losses on securitization and sale depend in part on the previous carrying amount of the loans involved in the transfer and, prior to January 1, 2006, were allocated between the loans sold and the retained interests based on their relative fair values at the date of sale. Gains are recognized at the time of securitization and are reported in Other revenue.

The Company values its securitized retained interests at fair value using quoted market prices, if such positions are traded on an active exchange, or financial models that incorporate observable and unobservable inputs. More specifically, these models estimate the fair value of these retained interests by determining the present value of expected future cash flows, using modeling techniques that incorporate management’s best estimates of key assumptions, including prepayment speeds, credit losses, and discount rates, when observable inputs are not available. In addition, internally calculated fair values of retained interests are compared to recent sales of similar assets, if available.

Additional information on the Company’s securitization activities can be found in “Off-Balance-Sheet Arrangements” on page 85 and in Note 23 to the Consolidated Financial Statements on page 156.

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Transfers of Financial Assets

For a transfer of financial assets to be considered a sale, the assets must have been isolated from the Company, even in bankruptcy or other receivership; the purchaser must have the right to sell the assets transferred or the purchaser must be a QSPE; and the Company may not have an option or any obligation to reacquire the assets. If these sale requirements are met, the assets are removed from the Company’s Consolidated Balance Sheet. If the conditions for sale are not met, the transfer is considered to be a secured borrowing, the assets remain on the Consolidated Balance Sheet, and the sale proceeds are recognized as the Company’s liability. A legal opinion on a sale is generally obtained for complex transactions or where the Company has continuing involvement with assets transferred or with the securitization entity. Those opinions must state that the asset transfer is considered a sale and that the assets transferred would not be consolidated with the Company’s other assets in the event of the Company’s insolvency.

See Note 23 to the Consolidated Financial Statements on page 156.

Risk Management Activities—Derivatives Used for Non-Trading Purposes

The Company manages its exposures to market rate movements outside its trading activities by modifying the asset and liability mix, either directly or through the use of derivative financial products, including interest rate swaps, futures, forwards, and purchased option positions such as interest rate caps, floors, and collars as well as foreign exchange contracts. These end-user derivatives are carried at fair value in Other assets or Other liabilities.

To qualify as a hedge, a derivative must be highly effective in offsetting the risk designated as being hedged. The hedge relationship must be formally documented at inception, detailing the particular risk management objective and strategy for the hedge, which includes the item and risk that is being hedged and the derivative that is being used, as well as how effectiveness will be assessed and ineffectiveness measured. The effectiveness of these hedging relationships is evaluated on a retrospective and prospective basis, typically using quantitative measures of correlation with hedge ineffectiveness measured and recorded in current earnings. If a hedge relationship is found to be ineffective, it no longer qualifies as a hedge and any gains or losses attributable to the derivatives, as well as subsequent changes in fair value, are recognized in Other revenue.

The foregoing criteria are applied on a decentralized basis, consistent with the level at which market risk is managed, but are subject to various limits and controls. The underlying asset, liability, firm commitment, or forecasted transaction may be an individual item or a portfolio of similar items.

For fair value hedges, in which derivatives hedge the fair value of assets, liabilities, or firm commitments, changes in the fair value of derivatives are reflected in Other revenue, together with changes in the fair value of the related hedged item. These are expected to, and generally do, offset each other. Any net amount, representing hedge ineffectiveness, is reflected in current earnings. Citigroup’s fair value hedges are primarily hedges of fixed-rate long-term debt, and available-for-sale securities.

For cash flow hedges, in which derivatives hedge the variability of cash flows related to floating rate assets, liabilities, or forecasted transactions, the accounting treatment depends on the effectiveness of the hedge. To the extent these derivatives are effective in offsetting the variability of the hedged cash flows, changes in the derivatives’ fair values will not be included in current earnings but are reported in Accumulated other comprehensive income. These changes in fair value will be included in earnings of future periods when the hedged cash flows come into earnings. To the extent these derivatives are not effective, changes in their fair values are immediately included in Other revenue. Citigroup’s cash flow hedges primarily include hedges of floating rate debt, as well as rollovers of short-term fixed rate liabilities and floating-rate liabilities.

For net investment hedges in which derivatives hedge the foreign currency exposure of a net investment in a foreign operation, the accounting treatment will similarly depend on the effectiveness of the hedge. The effective portion of the change in fair value of the derivative, including any forward premium or discount, is reflected in Accumulated other comprehensive income as part of the foreign currency translation adjustment.

End-user derivatives that are economic hedges, rather than qualifying for SFAS 133 hedge accounting, are also carried at fair value, with changes in value included in Principal transactions or Other revenue. Citigroup often uses economic hedges when qualifying for hedge accounting would be too complex or operationally burdensome; examples are hedges of the credit risk component of commercial loans and loan commitments. Citigroup periodically evaluates its hedging strategies in other areas, such as mortgage servicing rights, and may designate either a qualifying hedge or economic hedge, after considering the relative cost and benefits. Economic hedges are also employed when the hedged item itself is marked to market through current earnings, such as hedges of commitments to originate one-to-four family mortgage loans to be held-for-sale and MSRs.

For those hedge relationships that are terminated or when hedge designations are removed, the hedge accounting treatment described in the paragraphs above is no longer applied. The end-user derivative is terminated or transferred to the trading account. For fair-value hedges, any changes in the fair value of the hedged item remain as part of the basis of the asset or liability and are ultimately reflected as an element of the yield. For cash-flow hedges, any changes in fair-value of the end-user derivative remain in Accumulated other comprehensive income and are included in earnings of future periods when the hedged cash flows impact earnings. However, if the hedged forecasted transaction is no longer likely to occur, any changes in fair value of the end-user derivative are immediately reflected in Other revenue.

Employee Benefits Expense

Employee benefits expense includes current service costs of pension and other postretirement benefit plans, which are accrued on a current basis; contributions and unrestricted awards under other employee plans; the amortization of restricted stock awards; and costs of other employee benefits.

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Stock-Based Compensation

Prior to January 1, 2003, Citigroup accounted for stock-based compensation plans under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related interpretations (APB 25). Under APB 25, there was generally no charge to earnings for employee stock option awards, because the options granted under these plans have an exercise price equal to the market value of the underlying common stock on the grant date. Alternatively, SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS 123), allowed companies to recognize compensation expense over the related service period based on the grant date fair value of the stock award.

On January 1, 2003, the Company adopted the fair value provisions of SFAS 123. On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123(R)), which replaced the existing SFAS 123 and APB 25. See “Accounting Changes” below.

Income Taxes

The Company is subject to the income tax laws of the U.S., its states and municipalities and those of the foreign jurisdictions in which the Company operates. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws. The Company must also make estimates about when in the future certain items will affect taxable income in the various tax jurisdictions, both domestic and foreign.

Disputes over interpretations of the tax laws may be subject to review/adjudication by the court systems of the various tax jurisdictions or may be settled with the taxing authority upon examination or audit.

The Company implemented FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), on January 1, 2007, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. See “Accounting Changes” below.

The Company treats interest and penalties on income taxes as a component of Income tax expense.

Deferred taxes are recorded for the future consequences of events that have been recognized for financial statements or tax returns, based upon enacted tax laws and rates. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not.

See Note 11 to the Consolidated Financial Statements on page 139 for a further description of the Company’s provision and related income tax assets and liabilities.

Commissions, Underwriting, and Principal Transactions

Commissions, underwriting, and principal transactions revenues and related expenses are recognized in income on a trade-date basis.

Earnings Per Share

Earnings per share is computed after recognition of preferred stock dividend requirements. Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of

common shares outstanding for the period, excluding restricted stock. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised. It is computed after giving consideration to the weighted average dilutive effect of the Company’s stock options and the shares issued under the Company’s Capital Accumulation Program and other restricted stock plans.

Use of Estimates

Management must make estimates and assumptions that affect the consolidated Financial Statements and the related footnote disclosures. Such estimates are used in connection with certain fair value measurements. See Note 26 on page 167 for further discussions on estimates used in the determination of fair value. The Company also uses estimates in determining consolidation decisions for special purpose entities as discussed in Note 23 on page 156. Moreover, estimates are significant in determining the amounts of other-than-temporary impairments, impairments of goodwill and other intangible assets, provisions for potential losses that may arise from credit-related exposures and probable and estimable losses related to litigation and regulatory proceedings in accordance with SFAS No. 5, “Accounting for Contingencies,” and tax reserves in accordance with SFAS No. 109, “Accounting for Income Taxes,” and FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” While management makes its best judgment, actual amounts or results could differ from those estimates. Current market conditions increase the risk and complexity of the judgments in these estimates.

Cash Flows

Cash equivalents are defined as those amounts included in cash and due from banks. Cash flows from risk management activities are classified in the same category as the related assets and liabilities.

Related Party Transactions

The Company has related party transactions with certain of its subsidiaries and affiliates. These transactions, which are primarily short-term in nature, include cash accounts, collateralized financing transactions, margin accounts, derivative trading, charges for operational support and the borrowing and lending of funds and are entered into in the ordinary course of business.

ACCOUNTING CHANGES

Fair Value Measurements (SFAS 157)

Adoption of SFAS 157—Fair Value Measurements

The Company elected to early-adopt SFAS No. 157, “Fair Value Measurements” (SFAS 157), as of January 1, 2007. SFAS 157 defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

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• Level 1–Quoted prices for identical instruments in active markets.

• Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

For some products or in certain market conditions, observable inputs may not always be available. For example, during the market dislocations that occurred in the second half of 2007, certain markets became illiquid, and some key observable inputs used in valuing certain exposures were unavailable. When and if these markets are liquid, the valuation of these exposures will use the related observable inputs available at that time from these markets.

Under SFAS 157, Citigroup is required to take into account its own credit risk when measuring the fair value of derivative positions as well as the other liabilities for which fair value accounting has been elected under SFAS 155 and SFAS 159. The adoption of SFAS 157 has also resulted in some other changes to the valuation techniques used by Citigroup when determining fair value, most notably the changes to the way that the probability of default of a counterparty is factored in and the elimination of a derivative valuation adjustment which is no longer necessary under SFAS 157. The cumulative effect at January 1, 2007, of making these changes was a gain of $250 million after-tax ($402 million pre-tax), or $0.05 per diluted share, which was recorded in the first quarter of 2007 earnings within the Securities and Banking business.

SFAS 157 also precludes the use of block discounts for instruments traded in an active market, which were previously applied to large holdings of publicly traded equity securities, and requires the recognition of trade-date gains after consideration of all appropriate valuation adjustments related to certain derivative trades that use unobservable inputs in determining their fair value. Previous accounting guidance allowed the use of block discounts in certain circumstances and prohibited the recognition of day-one gains on certain derivative trades when determining the fair value of instruments not traded in an active market. The cumulative effect of these changes resulted in an increase to January 1, 2007 retained earnings of $75 million.

Fair Value Option (SFAS 159)

In conjunction with the adoption of SFAS 157, the Company early-adopted SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159), as of January 1, 2007. SFAS 159 provides an option on an instrument-by-instrument basis for most financial assets and liabilities to be reported at fair value with changes in fair value reported in earnings. After the initial adoption, the election is made at the acquisition of

a financial asset, financial liability, or a firm commitment and it may not be revoked. SFAS 159 provides an opportunity to mitigate volatility in reported earnings that resulted prior to its adoption from being required to apply fair value accounting to certain economic hedges (e.g., derivatives) while having to measure the assets and liabilities being economically hedged using an accounting method other than fair value.

Under the SFAS 159 transition provisions, the Company elected to apply fair value accounting to certain financial instruments held at January 1, 2007 with future changes in value reported in earnings. The adoption of SFAS 159 resulted in a decrease to January 1, 2007 retained earnings of $99 million.

See Note 26 on page 167 for additional information.

Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes,” which attempts to set out a consistent framework for preparers to use to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation of FASB Statement No. 109 uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured to be the highest tax benefit which is greater than 50% likely to be realized. FIN 48 also sets out disclosure requirements to enhance transparency of an entity’s tax reserves. Citigroup adopted this Interpretation as of January 1, 2007. The adoption of FIN 48 resulted in a reduction to 2007 opening retained earnings of $14 million.

Leveraged Leases

On January 1, 2007, the Company adopted FASB Staff Position FAS No. 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leverage Lease Transaction” (FSP 13-2), which provides guidance regarding changes or projected changes in the timing of cash flows relating to income taxes generated by a leveraged lease transaction.

Leveraged leases can provide significant tax benefits to the lessor, primarily as a result of the timing of tax payments. Since changes in the timing and/or amount of these tax benefits may have a significant effect on the cash flows of a lease transaction, a lessor, in accordance with FSP 13-2, will be required to perform a recalculation of a leveraged lease when there is a change or projected change in the timing of the realization of tax benefits generated by that lease. Previously, Citigroup did not recalculate the tax benefits if only the timing of cash flows had changed.

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The adoption of FSP 13-2 resulted in a decrease to January 1, 2007 retained earnings of $148 million. This decrease to retained earnings will be recognized in earnings over the remaining lives of the leases as tax benefits are realized.

Accounting for Defined Benefit Pensions and Other Postretirement Benefits

As of December 31, 2006, the Company adopted SFAS No. 158, “Employer’s Accounting for Defined Benefit Pensions and Other Postretirement Benefits” (SFAS 158). In accordance with this standard, Citigroup recorded the funded status of each of its defined benefit pension and postretirement plans as an asset or liability on its Consolidated Balance Sheet with a corresponding offset, net of taxes, recorded in Accumulated other comprehensive income (loss) within Stockholders’ Equity, resulting in an after-tax decrease in equity of $1.647 billion. See Note 9 on page 132.

The following table shows the effects of adopting SFAS 158 at December 31, 2006 on individual line items in the Consolidated Balance Sheet at December 31, 2006:

In millions of dollars	Before application of SFAS 158			Adjustments			After application of SFAS 158
Other assets
Prepaid benefit cost	$	2,620		$	(534	)	$	2,086
Other liabilities
Accrued benefit liability	$	—		$	2,147		$	2,147
Deferred taxes, net	$	3,653		$	1,034		$	4,687
Accumulated other comprehensive income (loss)	$	(2,053	)	$	(1,647	)(1)	$	(3,700	)
Total stockholders’ equity	$	121,430		$	(1,647	)(1)	$	119,783

(1) Adjustment to initially apply SFAS 158, net of taxes.

Stock-Based Compensation

On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123(R)), which replaced the existing SFAS 123 and APB 25, “Accounting for Stock Issued to Employees.” SFAS 123(R) requires companies to measure compensation expense for stock options and other share-based payments based on the instruments’ grant date fair value, and to record expense based on that fair value reduced by expected forfeitures.

The Company adopted this standard by using the modified prospective approach. Beginning January 1, 2006, Citigroup recorded incremental expense for stock options granted prior to January 1, 2003 (the date the Company adopted SFAS 123). That expense will equal the remaining unvested portion of the grant date fair value of those stock options, reduced by estimated forfeitures. The Company recorded the remaining incremental compensation expense of $11 million pretax during the year.

The Company maintains a number of incentive programs in which equity awards are granted to eligible employees. The most significant of the

programs offered is the Capital Accumulation Program (CAP). Under the CAP program, the Company grants deferred and restricted shares to eligible employees. The program provides that employees who meet certain age plus years-of-service requirements (retirement-eligible employees) may terminate active employment and continue vesting in their awards provided they comply with specified non-compete provisions. For awards granted to retirement-eligible employees prior to the adoption of SFAS 123(R), the Company has been and will continue to amortize the compensation cost of these awards over the full vesting periods. Awards granted to retirement-eligible employees after the adoption of SFAS 123(R) must be either expensed on the grant date or accrued in the year prior to the grant date.

The impact to 2006 was a charge of $648 million ($398 million after-tax) for the immediate expensing of awards granted to retirement-eligible employees in January 2006, and $824 million ($526 million after-tax) for the accrual of the awards that were granted in January 2007. The Company has changed the plan’s retirement eligibility provisions effective with the January 2007 awards, which affected the amount of the accrual in 2006.

In adopting SFAS 123(R), the Company began to recognize compensation expense for restricted or deferred stock awards net of estimated forfeitures. Previously, the effects of forfeitures were recorded as they occurred.

On January 1, 2003, the Company adopted the fair-value recognition provisions of SFAS 123, prospectively for all awards granted, modified, or settled after December 31, 2002. This was in effect until December 31, 2005, after which the Company adopted SFAS 123(R) as outlined above. The prospective method is one of the adoption methods provided for under SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” (SFAS 148) issued in December 2002. SFAS 123(R) requires that compensation cost for all stock awards be calculated and recognized over the employees’ service period (which is generally equal to the vesting period). For stock options, the compensation cost is determined using option pricing models intended to estimate the fair value of the awards at the grant date. Similar to APB 25 (the alternative method of accounting), under SFAS 123(R), an offsetting increase to stockholders’ equity is recorded equal to the amount of compensation expense. Earnings per share dilution is recognized as well.

The Company has made changes to various stock-based compensation plan provisions for future awards. For example, in January 2005, the Company largely moved from granting stock options to granting restricted and deferred stock awards, unless participants elect to receive all or a portion of their award in the form of stock options. Thus, the majority of management options granted since 2005 were due to stock option elections and carried the same vesting period as the restricted or deferred stock awards in lieu of which they were granted (ratably, over four years). Stock options granted in 2003 and 2004 have three-year vesting periods and six-year terms. In addition, the sale of underlying shares acquired upon the exercise of options granted since January 1, 2003 is restricted for a two-year period. Pursuant to a stock ownership commitment, senior executives are generally required to retain 75% of the shares they own and acquire from the Company over the term of their employment. Options granted in 2003 and thereafter

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do not have a reload feature; however, reload options received upon the exercise of options granted prior to January 1, 2003 (and subsequent reload options stemming from such grants) retain a reload feature.

See Note 8 to the Company’s Consolidated Financial Statements on page 129.

Accounting for Certain Hybrid Financial Instruments

On January 1, 2006, the Company elected to early-adopt, primarily on a prospective basis, SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (SFAS 155). In accordance with this standard, hybrid financial instruments—such as structured notes containing embedded derivatives that otherwise would require bifurcation, as well as certain interest-only instruments—may be accounted for at fair value if the Company makes an irrevocable election to do so on an instrument-by-instrument basis. The changes in fair value are recorded in current earnings. The impact of adopting this standard was not material.

Accounting for Servicing of Financial Assets

On January 1, 2006, the Company elected to early-adopt SFAS No. 156, “Accounting for Servicing of Financial Assets” (SFAS 156). This pronouncement requires all servicing rights to be initially recognized at fair value. Subsequent to initial recognition, it permits a one-time irrevocable election to remeasure each class of servicing rights at fair value, with the changes in fair value being recorded in current earnings. The classes of servicing rights are identified based on the availability of market inputs used in determining their fair values and the methods for managing their risks. The Company has elected fair value accounting for its mortgage and student loan classes of servicing rights. The impact of adopting this standard was not material.

Accounting for Conditional Asset Retirement Obligations

On December 31, 2005, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47). FIN 47 requires entities to estimate and recognize a liability for costs associated with the retirement or removal of an asset from service, regardless of the uncertainty of timing or whether performance will be required. For Citigroup, this applies to certain real estate restoration activities in the Company’s branches and office space, most of which is rented under operating lease agreements.

Local market practices and requirements with regard to restoration activity under a real estate lease agreement differ by region. Based on a review of active lease terms and conditions, historical costs of past restoration activities, and local market practices, an estimate of the expected real estate restoration costs for some of the Company’s branches and office space was determined. Each region applied local inflation and discount rates to determine the present value of the liability and capitalized asset amounts.

The impact of adopting FIN 47 was an increase to total liabilities and total assets of $150 million and $122 million, respectively. The increase in total assets is net of an increase in accumulated depreciation of $52 million. In addition, a $49 million after-tax ($80 million pretax) charge to earnings,

which was reported on the Consolidated Statement of Income as the cumulative effect of an accounting change, was recorded in the fourth quarter of 2005.

Accounting for Certain Loans or Debt Securities Acquired in a Transfer

On January 1, 2005, Statement of Position (SOP) No. 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (SOP 03-3), was adopted for loan acquisitions. SOP 03-3 requires acquired loans to be recorded at fair value and prohibits carrying over valuation allowances in the initial accounting for acquired impaired loans. Loans carried at fair value, mortgage loans held-for-sale, and loans to borrowers in good standing under revolving credit agreements are excluded from the scope of SOP 03-3.

SOP 03-3 limits the yield that may be accreted to the excess of the undiscounted expected cash flows over the investor’s initial investment in the loan. The excess of the contractual cash flows over expected cash flows may not be recognized as an adjustment of yield. Subsequent increases in cash flows expected to be collected are recognized prospectively through an adjustment of the loan’s yield over its remaining life. Decreases in expected cash flows are recognized as impairments.

Determining the Variability in a Potential VIE

The FASB issued FASB Staff Position FIN 46(R)-6, “Determining the Variability to Be Considered in Applying FASB Interpretation No. 46(R)” (FSP FIN 46(R)-6), in April 2006. FSP FIN 46(R)-6 addresses the application of FIN 46(R), “Consolidation of Variable Interest Entities,” in determining whether certain contracts or arrangements with a variable interest entity (VIE) are variable interests by requiring companies to base such evaluations on an analysis of the VIE’s purpose and design, rather than its legal form or accounting classification. FSP FIN 46(R)-6 is required to be applied for all reporting periods beginning after June 15, 2006. The adoption of the FSP did not result in material differences from Citigroup’s existing accounting policies regarding the consolidation of VIEs.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

SEC Staff Guidance on Loan Commitments Recorded at Fair Value through Earnings

On November 5, 2007, the SEC issued Staff Accounting Bulletin No. 109 (SAB 109), which requires that the fair value of a written loan commitment that is marked to market through earnings should include the future cash flows related to the loan’s servicing rights. However, the fair value measurement of a written loan commitment still must exclude the expected net cash flows related to internally developed intangible assets (such as customer relationship intangible assets).

SAB 109 applies to two types of loan commitments: (1) written mortgage loan commitments for loans that will be held-for-sale when funded that are marked to market as derivatives under FAS 133 (derivative loan commitments); and (2) other written loan commitments that are accounted for at fair value through earnings under Statement 159’s fair-value election.

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SAB 109 supersedes SAB 105, which applied only to derivative loan commitments and allowed the expected future cash flows related to the associated servicing of the loan to be recognized only after the servicing asset had been contractually separated from the underlying loan by sale or securitization of the loan with servicing retained. SAB 109 will be applied prospectively to derivative loan commitments issued or modified in fiscal quarters beginning after December 15, 2007.

The Company is currently evaluating the potential impact of adopting this SAB.

Business Combinations

In December 2007, the FASB issued Statement No. 141 (revised), “Business Combinations” (SFAS 141(R)), which attempts to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement replaces SFAS 141, “Business Combinations”. SFAS 141(R) retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also retains the guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. The most significant changes in SFAS 141(R) are: (1) acquisition and restructuring costs are now expensed; (2) stock consideration is measured based on the quoted market price as of the acquisition date instead of the date the deal is announced; (3) contingent consideration arising from a contract and noncontractual contingencies that meet the more-likely-than-not recognition threshold are measured and recognized as an asset or liability at fair value at the acquisition date using a probability-weighted discounted cash flows model, with subsequent changes in fair value reflected in earnings. Noncontractual contingencies that do not meet the more-likely-than-not criteria continue to be recognized when they are probable and reasonably estimable; and (4) acquirer records 100% step-up to fair value for all assets & liabilities, including the minority interest portion and goodwill is recorded as if a 100% interest was acquired.

SFAS 141(R) is effective for Citigroup on January 1, 2009. The Company is currently evaluating the potential impact of adopting this statement.

Noncontrolling Interests in Subsidiaries

In December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS 160), which establishes standards for the accounting and reporting of noncontrolling interests in subsidiaries (that is, minority interests) in consolidated financial statements and for the loss of control of subsidiaries.

SFAS 160 requires: (1) the equity interest of noncontrolling shareholders, partners, or other equity holders in subsidiaries to be accounted for and presented in equity, separately from the parent shareholder’s equity, rather than as liabilities or as “mezzanine” items between liabilities and equity; (2) the amount of consolidated net income attributable to the parent and to the noncontrolling interests be clearly identified and presented on the face of the

consolidated statement of income; and (3) when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment.

SFAS 160 is effective for Citigroup on January 1, 2009. Early application is not allowed. The Company is currently evaluating the potential impact of adopting this statement.

Sale with Repurchase Financing Agreements

In February 2008, the FASB issued FASB Staff Position (FSP) FAS 140-d, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions.” The objective of this FSP is to provide implementation guidance on whether the security transfer and contemporaneous repurchase financing involving the transferred financial asset must be evaluated as one linked transaction or two separate de-linked transactions.

Current practice records the transfer as a sale and the repurchase agreement as a financing. The FSP requires the recognition of the transfer and the repurchase agreement as one linked transaction, unless all of the following criteria are met: (1) the initial transfer and the repurchase financing are not contractually contingent on one another; (2) the initial transferor has full recourse upon default, and the repurchase agreement’s price is fixed and not at fair value; (3) the financial asset is readily obtainable in the marketplace and the transfer and repurchase financing are executed at market rates; and (4) the maturity of the repurchase financing is before the maturity of the financial asset. The scope of this FSP is limited to transfers and subsequent repurchase financings that are entered into contemporaneously or in contemplation of one another.

The FSP will be effective for Citigroup on January 1, 2009. Early adoption is prohibited. The Company is currently evaluating the potential impact of adopting this FSP.

Accounting for Endorsement Split-Dollar Life Insurance Arrangements

In March 2007, the FASB ratified the consensus reached by the EITF on Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements” (Issue 06-4). Issue 06-4 requires the recognition of a liability related to the postretirement benefits covered by an endorsement split-dollar life insurance arrangement. When the employer-policyholder maintains the insurance policy in force for the employee’s benefit during his or her retirement, the liability recognized during the employee’s active service period should be based on the future cost of insurance to be incurred during the employee’s retirement. Alternatively, if the employer-policyholder provides the employee with a death benefit, then the liability for the future death benefit should be recognized by following the guidance in FAS 106 or Opinion 12 as appropriate.

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Issue 06-4 is effective for years beginning after December 15, 2007, with earlier application encouraged. Citigroup will adopt it on January 1, 2008. The cumulative effect of adopting this issue is not expected to be material to Citigroup.

Investment Company Audit Guide (SOP 07-1)

In July 2007, the AICPA issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide for Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (SOP 07-1), which was expected to be effective for fiscal years beginning on or after December 15, 2007. However, in February 2008, the FASB delayed the effective date indefinitely by issuing an FSP SOP 07-1-1, “Effective Date of AICPA Statement of Position 07-1.” SOP 07-1 sets forth more stringent criteria for qualifying as an investment company than does the predecessor Audit Guide. In addition, SOP 07-1 establishes new criteria for a parent company or equity method investor to retain investment company accounting in their consolidated financial statements. Investment companies record all their investments at fair value with changes in value reflected in earnings. The Company is currently evaluating the potential impact of adopting SOP 07-1.

Asset Transfers and Securitization Accounting

The FASB is currently working on amendments to the existing accounting standards governing asset transfers and fair value measurements in business combinations and impairment tests. Upon completion of these standards, the Company will need to reevaluate its accounting and disclosures. Due to the ongoing deliberations of the standard setters, the Company is unable to accurately determine the effect of future amendments or proposals at this time.

2. BUSINESS DEVELOPMENTS

STRATEGIC ACQUISITIONS

U.S.

Acquisition of ABN AMRO Mortgage Group

In 2007, Citigroup acquired ABN AMRO Mortgage Group (AAMG), a subsidiary of LaSalle Bank Corporation and ABN AMRO Bank N.V. AAMG is a national originator and servicer of prime residential mortgage loans. As part of this acquisition, Citigroup purchased approximately $12 billion in assets, including $3 billion of mortgage servicing rights, which resulted in the addition of approximately 1.5 million servicing customers. Results for AAMG are included within Citigroup’s U.S. Consumer Lending business from March 1, 2007 forward.

Acquisition of Old Lane Partners, L.P.

In 2007, the Company completed the acquisition of Old Lane Partners, L.P. and Old Lane Partners, GP, LLC (Old Lane). Old Lane is the manager of a global, multi-strategy hedge fund and a private equity fund with total assets under management and private equity commitments of approximately $4.5 billion. Results for Old Lane are included within Citi Alternative Investments (CAI), Citigroup’s integrated alternative investments platform, from July 2, 2007 forward.

Acquisition of Bisys

In 2007, the Company completed its acquisition of Bisys Group, Inc. (Bisys) for $1.47 billion in cash. In addition, Bisys’ shareholders received $18.2 million in the form of a special dividend paid by Bisys simultaneously. Citigroup completed the sale of the Retirement and Insurance Services Divisions of Bisys to affiliates of J.C. Flowers & Co. LLC, making the net cost of the transaction to Citigroup approximately $800 million. Citigroup retained the Fund Services and Alternative Investment services businesses of Bisys, which provides administrative services for hedge funds, mutual funds and private equity funds. Results for Bisys are included within Citigroup’s Transaction Services business from August 1, 2007 forward.

Acquisition of Automated Trading Desk

In 2007, Citigroup completed its acquisition of Automated Trading Desk (ATD), a leader in electronic market making and proprietary trading, for approximately $680 million ($102.6 million in cash and approximately 11.17 million shares of Citigroup common stock). ATD operates as a unit of Citigroup’s Global Equities business, adding a network of broker-dealer customers to Citigroup’s diverse base of institutional, broker-dealer and retail customers. Results for ATD are included within Citigroup’s Securities and Banking business from October 3, 2007 forward.

Japan

Nikko Cordial

Citigroup began consolidating Nikko Cordial’s financial results and the related minority interest under the equity method of accounting on May 9, 2007, when Nikko Cordial became a 61%-owned subsidiary. Citigroup later increased its ownership stake in Nikko Cordial to approximately 68%. Nikko Cordial results are included within Citigroup’s Securities and Banking, Smith Barney and International Consumer businesses.

On January 29, 2008, Citigroup completed the acquisition of the remaining Nikko Cordial shares that it did not already own, by issuing 175 million Citigroup common shares (approximately $4.4 billion based on the exchange terms) in exchange for those Nikko Cordial shares. The share exchange was completed following the listing of Citigroup’s common shares on the Tokyo Stock Exchange on November 5, 2007.

Latin America

Acquisition of Grupo Financiero Uno

In 2007, Citigroup completed its acquisition of Grupo Financiero Uno (GFU), the largest credit card issuer in Central America, and its affiliates.

The acquisition of GFU, with $2.2 billion in assets, expands the presence of Citigroup’s Latin America consumer franchise, enhances its credit card business in the region and establishes a platform for regional growth in Consumer Finance and Retail Banking. GFU has more than one million retail clients and operates a distribution network of 75 branches and more than 100 mini-branches and points of sale. The results for GFU are included within Citigroup’s International Cards and International Retail Banking businesses from March 5, 2007 forward.

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Acquisition of Grupo Cuscatlan

In 2007, Citigroup completed the acquisition of the subsidiaries of Grupo Cuscatlan for $1.51 billion ($755 million in cash and 14.2 million shares of Citigroup common stock) from Corporacion UBC Internacional S.A. Grupo Cuscatlan is one of the leading financial groups in Central America, with assets of $5.4 billion, loans of $3.5 billion, and deposits of $3.4 billion. Grupo Cuscatlan has operations in El Salvador, Guatemala, Costa Rica, Honduras and Panama. The results of Grupo Cuscatlan are included from May 11, 2007 forward and are recorded in International Retail Banking.

Agreement to Establish Partnership with Quiñenco– Banco de Chile

In 2007, Citigroup and Quiñenco entered into a definitive agreement to establish a strategic partnership that combines Citigroup operations in Chile with Banco de Chile’s local banking franchise to create a banking and financial services institution with approximately 20% market share of the Chilean banking industry. The transaction closed on January 1, 2008.

Under the agreement, Citigroup contributed Citigroup’s Chilean operations and other assets, and acquired an approximate 32.96% stake in LQIF, a wholly owned subsidiary of Quiñenco that controls Banco de Chile, and is accounted for under the equity method of accounting. As part of the overall transaction, Citigroup also acquired the U.S. branches of Banco de Chile for approximately $130 million. Citigroup has entered into an agreement to acquire an additional 17.04% stake in LQIF for approximately $1 billion within three years. The new partnership calls for active participation by Citigroup in the management of Banco de Chile including board representation at both LQIF and Banco de Chile.

Asia

Acquisition of Bank of Overseas Chinese

In 2007, Citigroup completed its acquisition of Bank of Overseas Chinese (BOOC) in Taiwan for approximately $427 million. BOOC offers a broad suite of corporate banking, consumer and wealth management products and services to more than one million clients through 55 branches in Taiwan. This transaction will strengthen Citigroup’s presence in Asia, making it the largest international bank and 13th largest by total assets among all domestic Taiwan banks. Results for BOOC are included in Citigroup’s International Retail Banking, International Cards and Securities and Banking businesses from December 1, 2007 forward.

EMEA

Acquisition of Quilter

In 2007, the Company completed the acquisition of Quilter, a U.K. wealth advisory firm with over $10.9 billion of assets under management, from Morgan Stanley. Quilter has more than 18,000 clients and 300 staff located in 10 offices throughout the U.K., Ireland and the Channel Islands. Quilter’s results are included in Citigroup’s Smith Barney business from March 1, 2007 forward.

Acquisition of Egg

In 2007, Citigroup completed its acquisition of Egg Banking plc (Egg), one of the U.K.’s leading online financial services providers, from Prudential PLC for approximately $1.39 billion. Egg offers various financial products and services including online payment and account aggregation services, credit cards, personal loans, savings accounts, mortgages, insurance and investments. Results for Egg are included in Citigroup’s International Cards and International Retail Banking businesses from May 1, 2007 forward.

Purchase of 20% Equity Interest in Akbank

In 2007, Citigroup completed its purchase of a 20% equity interest in Akbank for approximately $3.1 billion and is accounted for under the equity method of accounting. Akbank, the second-largest privately owned bank by assets in Turkey, is a premier, full-service retail, commercial, corporate and private bank.

Sabanci Holding, a 34% owner of Akbank shares, and its subsidiaries have granted Citigroup a right of first refusal or first offer over the sale of any of their Akbank shares in the future. Subject to certain exceptions, including purchases from Sabanci Holding and its subsidiaries, Citigroup has otherwise agreed not to increase its percentage ownership in Akbank.

Acquisition of Federated Credit Card Portfolio and Credit Card Agreement With Federated Department Stores (Macy’s)

In 2005, Citigroup announced a long-term agreement with Federated Department Stores, Inc. (Macy’s) under which the companies partner to acquire and manage approximately $6.2 billion of Macy’s credit card receivables, including existing and new accounts, executed in three phases.

For the first phase, which closed in October 2005, Citigroup acquired Macy’s receivables under management, totaling approximately $3.3 billion. For the second phase, which closed in May 2006, additional Macy’s receivables totaling approximately $1.9 billion were transferred to Citigroup from the previous provider. For the final phase, in July 2006, Citigroup acquired the approximately $1.0 billion credit card receivable portfolio of The May Department Stores Company (May), which merged with Macy’s.

Citigroup paid a premium of approximately 11.5% to acquire these portfolios. The multi-year agreement also provides Macy’s the ability to participate in the portfolio performance, based on credit sales and certain other performance metrics.

The Macy’s and May credit card portfolios comprised a total of approximately 17 million active accounts.

Consolidation of Brazil’s CrediCard

In 2006, Citigroup and Banco Itau dissolved their joint venture in CrediCard, a Brazilian consumer credit card business. In accordance with the dissolution agreement, Banco Itau received half of CrediCard’s assets and customer accounts in exchange for its 50% ownership, leaving Citigroup as the sole owner of CrediCard.

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Acquisition of First American Bank

In 2005, Citigroup completed the acquisition of First American Bank in Texas (FAB). The transaction established Citigroup’s retail branch presence in Texas, giving Citigroup 106 branches, $4.2 billion in assets and approximately 120,000 new customers in the state at the time of the transaction’s closing. The results of FAB are included in the Consolidated Financial Statements from March 2005 forward.

Divestiture of the Manufactured Housing Loan Portfolio

In 2005, Citigroup completed the sale of its manufactured housing loan portfolio, consisting of $1.4 billion in loans, to 21st Mortgage Corp. The Company recognized a $109 million after-tax loss ($157 million pretax) in the divestiture.

Divestiture of CitiCapital’s Transportation Finance Business

In 2005, the Company completed the sale of CitiCapital’s Transportation Finance Business based in Dallas and Toronto to GE Commercial Finance for total cash consideration of approximately $4.6 billion. The sale resulted in an after-tax gain of $111 million ($161 million pretax).

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3. DISCONTINUED OPERATIONS

Sale of the Asset Management Business

On December 1, 2005, the Company completed the sale of substantially all of its Asset Management Business to Legg Mason, Inc. (Legg Mason) in exchange for Legg Mason’s broker-dealer and capital markets businesses, $2.298 billion of Legg Mason’s common and preferred shares (valued as of the closing date), and $500 million in cash. This cash was obtained via a lending facility provided by Citigroup CMB business. The transaction did not include Citigroup’s asset management business in Mexico, its retirement services business in Latin America (both of which are included in International Retail Banking) or its interest in the CitiStreet joint venture (which is included in Smith Barney). The total value of the transaction at the time of closing was approximately $4.369 billion, resulting in an after-tax gain to Citigroup of approximately $2.082 billion ($3.404 billion pretax, which was reported in discontinued operations).

Concurrently, Citigroup sold Legg Mason’s capital markets business to Stifel Financial Corp. The business consisted of areas in which Citigroup already had full capabilities, including investment banking, institutional equity sales and trading, taxable fixed income sales and trading, and research. No gain or loss was recognized from this transaction. (The transactions described in these two paragraphs are referred to as the “Sale of the Asset Management Business.”)

In connection with this sale, Citigroup and Legg Mason entered into a three-year agreement under which Citigroup will continue to offer its clients Asset Management’s products, will become the primary retail distributor of the Legg Mason funds managed by Legg Mason Capital Management Inc., and may also distribute other Legg Mason products. These products will be offered primarily through Citigroup’s Global Wealth Management businesses, Smith Barney and Private Bank, as well as through Primerica and Citibank. The distribution of these products will be subject to applicable requirements of law and Citigroup’s suitability standards and product requirements.

Upon completion of the Sale of the Asset Management Business, Citigroup added 1,226 financial advisors in 124 branch offices to its Global Wealth Management business.

On January 31, 2006, the Company completed the sale of its Asset Management Business within Bank Handlowy (an indirect banking subsidiary of Citigroup located in Poland) to Legg Mason. This transaction, which was originally part of the overall Asset Management Business sold to Legg Mason on December 1, 2005, was postponed due to delays in obtaining local regulatory approval. A gain from this sale of $18 million after-tax and minority interest ($31 million pretax and minority interest) was recognized in the first quarter of 2006 in discontinued operations.

During March 2006, the Company sold 10.3 million shares of Legg Mason stock through an underwritten public offering. The net sale proceeds of $1.258 billion resulted in a pretax gain of $24 million in Alternative Investments.

In September 2006, the Company received from Legg Mason the final closing adjustment payment related to this sale. This payment resulted in an additional after-tax gain of $51 million ($83 million pretax), recorded in discontinued operations.

Results for all of the businesses included in the Sale of the Asset Management Business, including the gain, are reported as discontinued operations for all periods presented. Prior to January 1, 2007, the changes in the market value of the Legg Mason common and preferred securities were included in the Consolidated Statement of Changes in Stockholders’ Equity within Accumulated other comprehensive income (net change in unrealized gains and losses on investment securities, net of taxes). Upon election of fair value accounting with the adoption of SFAS 159 as of January 1, 2007, the unrealized loss on these securities was reclassified to Retained earnings and the shares are included in Trading account assets with changes in fair value reported in Principal transactions. See Note 26 to the Consolidated Financial Statements on page 167 for additional information. Any effects on the Company’s current earnings related to these securities, such as dividend revenue and changes in fair value, are included in the results of Alternative Investments.

The following is summarized financial information for discontinued operations, including cash flows, related to the Sale of the Asset Management Business:

In millions of dollars		2007		2006			2005
Total revenues, net of interest expense	$	—	$	104		$	4,599
Income (loss) from discontinued operations	$	—	$	(1	)	$	168
Gain on sale		—		104			3,404
Provision for income taxes and minority interest, net of taxes		—		24			1,382
Income from discontinued operations, net of taxes	$	—	$	79		$	2,190
In millions of dollars	2007		2006			2005
Cash flows from operating activities	$	—	$	(1	)	$	(324	)
Cash flows from investing activities		—		34			256
Cash flows from financing activities		—		—			—
Net cash provided by (used in) discontinued operations	$	—	$	33		$	(68	)

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The following is a summary of the assets and liabilities of discontinued operations related to the Sale of the Asset Management Business as of December 1, 2005:

In millions of dollars	December 1, 2005
Assets
Cash and due from banks	$	96
Investments		3
Intangible assets		776
Other assets		563
Total assets	$	1,438
Liabilities
Other liabilities	$	575
Total liabilities	$	575

Sale of the Life Insurance & Annuities Business

On July 1, 2005, the Company completed the sale of Citigroup’s Travelers Life & Annuity and substantially all of Citigroup’s international insurance businesses to MetLife, Inc. (MetLife). The businesses sold were the primary vehicles through which Citigroup engaged in the Life Insurance & Annuities Business.

Citigroup received $1.0 billion in MetLife equity securities and $10.830 billion in cash, which resulted in an after-tax gain of approximately $2.120 billion ($3.386 billion pretax), which was reported in discontinued operations.

This transaction encompassed Travelers Life & Annuity’s U.S. businesses and its international operations other than Citigroup’s life insurance business in Mexico (which is now included within International Retail Banking). International operations included wholly owned insurance companies in the United Kingdom, Belgium, Australia, Brazil, Argentina, and Poland; joint ventures in Japan and Hong Kong; and offices in China. This transaction also included Citigroup’s Argentine pension business. (The transaction described in the preceding three paragraphs is referred to as the “Sale of the Life Insurance & Annuities Business.”)

In connection with the Sale of the Life Insurance & Annuities Business, Citigroup and MetLife entered into 10-year agreements under which Travelers Life & Annuity and MetLife products will be made available through certain Citigroup distribution channels.

During the first quarter of 2006, $15 million of the total $657 million federal tax contingency reserve release was reported in discontinued operations as it related to the Life Insurance & Annuities Business sold to MetLife.

In July 2006, Citigroup recognized an $85 million after-tax gain from the sale of MetLife shares. This gain was reported in income from continuing operations in the Alternative Investments business.

In July 2006, the Company received the final closing adjustment payment related to this sale, resulting in an after-tax gain of $75 million ($115 million pretax), which was recorded in discontinued operations.

In addition, during the third quarter of 2006, a release of $42 million of deferred tax liabilities was reported in discontinued operations as it related to the Life Insurance & Annuities Business sold to MetLife.

Results for all of the businesses included in the Sale of the Life Insurance & Annuities Business are reported as discontinued operations for all periods presented.

Summarized financial information for discontinued operations, including cash flows, related to the Sale of the Life Insurance & Annuities Business is as follows:

In millions of dollars	2007		2006			2005
Total revenues, net of interest expense	$	—	$	115		$	6,128
Income from discontinued operations	$	—	$	28		$	740
Gain on sale		—		115			3,386
Provision (benefit) for income taxes		—		(23	)		1,484
Income from discontinued operations, net of taxes	$	—	$	166		$	2,642
In millions of dollars	2007		2006			2005
Cash flows from operating activities	$	—	$	1		$	(2,989	)
Cash flows from investing activities		—		75			2,248
Cash flows from financing activities		—		—			763
Net cash provided by (used in) discontinued operations	$	—	$	76		$	22

The following is a summary of the assets and liabilities of discontinued operations related to the Sale of the Life Insurance & Annuities Business as of July 1, 2005, the date of the distribution:

In millions of dollars	July 1, 2005
Assets
Cash and due from banks	$	158
Investments		48,860
Intangible assets		86
Other assets (1)		44,123
Total assets	$	93,227
Liabilities
Federal funds purchased and securities loaned     or sold under agreements to repurchase	$	971
Other liabilities (2)		82,842
Total liabilities	$	83,813

(1) At June 30, 2005, other assets consisted of separate and variable accounts of $30,828 million, reinsurance recoverables of $4,048 million, and other of $9,247 million.

(2) At June 30, 2005, other liabilities consisted of contractholder funds and separate and variable accounts of $66,139 million, insurance policy and claims reserves of $14,370 million, and other of $2,333 million.

In addition to the accounting policies outlined in Note 1 to the Consolidated Financial Statements on page 111, the following represents the policies specifically related to the Life Insurance & Annuities Business that was sold:

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Separate and Variable Accounts

Separate and variable accounts primarily represent funds for which investment income and investment gains/losses accrue directly to, and investment risk is borne by, the contractholders. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company. The assets of these accounts are generally carried at market value. Amounts assessed to the contractholders for management services are included in revenues. Deposits, net investment income and realized investment gains and losses for these accounts are excluded from revenues, and related liability increases are excluded from benefits and expenses.

Contractholder Funds

Contractholder funds represent receipts from the issuance of universal life, pension investment and certain deferred annuity contracts. Such receipts are considered deposits on investment contracts that do not have substantial mortality or morbidity risk. Account balances are increased by deposits received and interest credited and are reduced by withdrawals, mortality charges and administrative expenses charged to the contractholders.

The Spin-Off of Travelers Property Casualty Corp. (TPC)

During 2006, releases from various tax contingency reserves were recorded as the IRS concluded their tax audits for the years 1999 through 2002. Included in these releases was $44 million related to Travelers Property Casualty Corp., which the Company spun off during 2002. This release has been included in the provision for income taxes in the results for discontinued operations.

Combined Results for Discontinued Operations

The following is summarized financial information for the Life Insurance & Annuities Business, Asset Management Business, and TPC:

In millions of dollars	2007		2006			2005
Total revenues, net of interest expense	$	—	$	219		$	10,727
Income from discontinued     operations	$	—	$	27		$	908
Gain on sale		—		219			6,790
Provision (benefit) for income taxes and minority interest, net of taxes		—		(43	)		2,866
Income from discontinued operations, net of taxes	$	—	$	289		$	4,832

Cash Flows from Discontinued Operations

In millions of dollars	2007		2006		2005
Cash flows from operating activities	$	—	$	—	$	(3,313	)
Cash flows from investing activities		—		109		2,504
Cash flows from financing activities		—		—		763
Net cash (used in) discontinued operations	$	—	$	109	$	(46	)

4. BUSINESS SEGMENTS

Citigroup is a diversified bank holding company whose businesses provide a broad range of financial services to consumer and corporate customers around the world. The Company’s activities are conducted through the Global Consumer, Markets & Banking, Global Wealth Management, and Alternative Investments business segments.

The Global Consumer segment includes a global, full-service consumer franchise delivering a wide array of banking, lending, insurance and investment services through a network of local branches, offices, and electronic delivery systems.

The businesses included in the Company’s Markets & Banking segment provide corporations, governments, institutions, and investors in approximately 100 countries with a broad range of banking and financial products and services.

The Global Wealth Management segment is composed of the Smith Barney Private Client businesses, Citigroup Private Bank and Citigroup Investment Research. Smith Barney provides investment advice, financial planning and brokerage services to affluent individuals, companies, and non-profits. Private Bank provides personalized wealth management services for high-net-worth clients.

The Alternative Investments segment manages capital on behalf of Citigroup and third-party clients across five asset classes, including private equity, hedge funds, real estate, structured products and managed futures.

Corporate/Other includes net treasury results, unallocated corporate expenses, offsets to certain line-item reclassifications (eliminations), the results of discontinued operations, the cumulative effect of accounting changes and unallocated taxes.

The accounting policies of these reportable segments are the same as those disclosed in Note 1 to the Consolidated Financial Statements on page 111.

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The following table presents certain information regarding the Company’s continuing operations by segment:

	Revenues, net of interest expense (1)									Provision (benefit) for income taxes (2)									Income (loss) from continuing operations before cumulative effect of accounting change (1) (2) (3) (4)									Identifiable assets at year end
In millions of dollars, except identifiable assets in billions	2007			2006			2005			2007			2006			2005			2007			2006			2005			2007		2006
Global Consumer	$	56,984		$	50,299		$	48,245		$	2,627		$	4,666		$	4,904		$	7,868		$	12,056		$	10,897		$	745	$	702
Markets & Banking		10,522			27,187			23,863			(5,216	)		2,528			2,818			(5,253	)		7,127			6,895			1,224		1,078
Global Wealth Management		12,986			10,177			8,684			1,034			703			715			1,974			1,444			1,244			104		66
Alternative Investments		2,103			2,901			3,430			431			706			950			672			1,276			1,437			73		12
Corporate/Other (5)		(897	)		(949	)		(580	)		(1,077	)		(502	)		(309	)		(1,644	)		(654	)		(667	)		42		26
Total	$	81,698		$	89,615		$	83,642		$	(2,201	)	$	8,101		$	9,078		$	3,617		$	21,249		$	19,806		$	2,188	$	1,884

(1) Includes total revenues, net of interest expense, in the U.S. of $36.5 billion, $49.5 billion, and $47.4 billion; in Mexico of $6.7 billion, $6.1 billion, and $5.3 billion; and in Japan of $5.2 billion, $3.5 billion, and $4.5 billion in 2007, 2006, and 2005, respectively. Figures exclude Alternative Investments and Corporate/Other, which largely operate within the U.S.

(2) The effective tax rates for 2006 reflect the impact of the resolution of the Federal Tax Audit and the New York Tax Audits.

(3) Includes pretax provisions (credits) for credit losses and for benefits and claims in the Global Consumer results of $17.0 billion, $7.6 billion, and $9.1 billion; in the Markets & Banking results of $1.4 billion, $359 million, and $(42) million; and in the Global Wealth Management results of $100 million, $24 million, and $29 million for 2007, 2006, and 2005, respectively. Corporate/Other recorded a pretax credit of $(1) million and $(2) million for 2007 and 2005, respectively, and a provision of $6 million for 2006. Includes pretax credit in the Alternative Investments results of $(13) million in 2006 and $(2) million in 2005.

(4) For 2005, the Company recognized after-tax charges of $49 million for the cumulative effect of accounting change related to the adoption of FIN 47.

(5) Corporate/Other reflects the restructuring charge, net of changes in estimates, of $1.5 billion for 2007. Of this total charge, $1 billion is attributable to Global Consumer; $299 million to Markets & Banking; $96 million to Global Wealth Management; $7 million to Alternative Investments; and $122 million to Corporate/Other. See Note 10 on page 138 for further discussion.

5. INTEREST REVENUE AND EXPENSE

For the years ended December 31, 2007, 2006, and 2005, respectively, interest revenue and expense consisted of the following:

In millions of dollars	2007		2006 (1)		2005 (1)
Interest revenue
Loan interest, including fees	$	66,194	$	54,864	$	47,089
Deposits with banks		3,200		2,289		1,537
Federal funds sold and securities     purchased under agreements to resell		18,354		14,199		9,790
Investments, including dividends		13,487		10,399		7,338
Trading account assets (2)		18,507		11,865		8,137
Other interest		4,725		2,881		2,031
Total interest revenue	$	124,467	$	96,497	$	75,922
Interest expense
Deposits	$	28,741	$	21,657	$	13,502
Trading account liabilities (2)		1,440		1,119		669
Short-term debt and other liabilities		30,392		22,257		14,597
Long-term debt		16,958		11,910		7,908
Total interest expense	$	77,531	$	56,943	$	36,676
Net interest revenue	$	46,936	$	39,554	$	39,246
Provision for loan losses		17,424		6,738		7,929
Net interest revenue after provision for loan losses	$	29,512	$	32,816	$	31,317

(1) Reclassified to conform to the current period’s presentation.

(2) Interest expense on Trading account liabilities of Markets & Banking is reported as a reduction of interest revenue for Trading account assets.

6. COMMISSIONS AND FEES

Commissions and fees revenue includes charges to customers for credit and bank cards, including transaction-processing fees and annual fees; advisory, and equity and debt underwriting services; lending and deposit-related transactions, such as loan commitments, standby letters of credit, and other deposit and loan servicing activities; investment management-related fees, including brokerage services, and custody and trust services; and insurance fees and commissions.

The following table presents commissions and fees revenue for the years ended December 31:

In millions of dollars	2007			2006 (1)		2005 (1)
Investment banking	$	5,228		$	4,093	$	3,456
Credit cards and bank cards		5,066			5,228		4,498
Smith Barney		3,265			2,958		2,326
Markets & Banking trading-related		2,706			2,464		2,295
Checking-related		1,258			1,033		997
Transaction services		1,166			859		739
Other Consumer		895			514		754
Nikko Cordial-related (2)		834			—		—
Loan servicing (3)		560			660		540
Primerica		455			399		374
Other Markets & Banking		295			243		346
Other		71			58		122
Corporate finance (4)		(667	)		735		483
Total commissions and fees	$	21,132		$	19,244	$	16,930

(1) Reclassified to conform to the current period’s presentation.

(2) Commissions and fees for Nikko Cordial have not been detailed due to unavailability of the information.

(3) Includes fair value adjustments on mortgage servicing assets. The mark-to-market on the underlying economic hedges of the MSRs is included in Other revenue.

(4) Includes write-downs of approximately $1.5 billion net of underwriting fees, on funded and unfunded highly leveraged finance commitments. Write-downs were recorded on all highly leveraged finance commitments where there was value impairment, regardless of funding date.

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7. PRINCIPAL TRANSACTIONS

Principal transactions revenue consists of realized and unrealized gains and losses from trading activities. Not included in the table below is the impact of net interest revenue related to trading activities, which is an integral part of trading activities’ profitability. The following table presents principal transactions revenue for the years ended December 31:

In millions of dollars	2007			2006 (1)			2005 (1)
Markets & Banking:
Fixed income (2)	$	4,053		$	5,593		$	3,923
Credit products (3)		(21,805	)		(744	)		(75	)
Equities (4)		818			870			271
Foreign exchange (5)		1,222			693			604
Commodities (6)		686			487			843
Total Markets & Banking		(15,026	)		6,899			5,566
Global Consumer (7)		1,371			513			397
Global Wealth Management (7)		1,315			680			519
Alternative Investments (7)		(136	)		(4	)		9
Corporate/Other		397			(89	)		165
Total principal transactions revenue	$	(12,079	)	$	7,999		$	6,656

(1) Reclassified to conform to the current period’s presentation.

(2) Includes revenues from government securities and corporate debt, municipal securities, preferred stock, mortgage securities, and other debt instruments. Also includes spot and forward trading of currencies and exchange-traded and over-the-counter (OTC) currency options, options on fixed income securities, interest rate swaps, currency swaps, swap options, caps and floors, financial futures, OTC options, and forward contracts on fixed income securities.

(3) Includes revenues from structured credit products such as North America and Europe collateralized debt obligations. In 2007, losses recorded were related to subprime-related exposures in Markets & Banking’s lending and structuring business and exposures to super senior CDOs.

(4) Includes revenues from common, preferred and convertible preferred stock, convertible corporate debt, equity-linked notes, and exchange-traded and OTC equity options and warrants.

(5) Includes revenues from foreign exchange spot, forward, option and swap contracts, as well as translation gains and losses.

(6) Primarily includes the results of Phibro Inc., which trades crude oil, refined oil products, natural gas, and other commodities.

(7) Includes revenues from various fixed income, equities and foreign exchange transactions.

8. INCENTIVE PLANS

The Company has adopted a number of equity compensation plans under which it administers stock options, restricted or deferred stock and stock purchase programs. The award programs are used to attract, retain and motivate officers, employees and non-employee directors, to compensate them for their contributions to the Company, and to encourage employee stock ownership. The plans are administered by the Personnel and Compensation Committee of the Citigroup Board of Directors, which is composed entirely of independent non-employee directors. At December 31, 2007, approximately 238 million shares were authorized and available for grant under Citigroup’s stock incentive and stock purchase plans. In accordance with Citigroup practice, shares would be issued out of Treasury stock upon exercise or vesting.

The following table shows components of compensation expense relating to the Company’s stock-based compensation programs as recorded during 2007, 2006 and 2005:

In millions of dollars	2007		2006		2005
SFAS 123(R) charges for January 2006 awards to retirement-eligible employees	$	—	$	648	$	—
SFAS 123(R) charges for estimated awards to retirement-eligible employees through January 2007 and 2008		467		824		—
Option expense		86		129		137
Amortization of MC LTIP awards (1)		18		—		—
Amortization of restricted and deferred stock awards (excluding MC LTIP) (2)		2,728		1,565		1,766
Total	$	3,299	$	3,166	$	1,903

(1) Management Committee Long-Term Incentive Plan (MC LTIP) was created in 2007.

(2) Represents amortization of expense over the remaining life of all unvested restricted and deferred stock awards granted to all employees prior to 2006. The 2007 and 2006 periods also include amortization expense for all unvested awards to non-retirement-eligible employees on or after January 1, 2006. Amortization includes estimated forfeitures of awards.

Stock Award Programs

The Company, primarily through its Capital Accumulation Program (CAP), issues shares of Citigroup common stock in the form of restricted or deferred stock to participating officers and employees. For all stock award programs, during the applicable vesting period, the shares awarded cannot be sold or transferred by the participant, and the award is subject to cancellation if the participant’s employment is terminated. After the award vests, the shares become freely transferable (subject to the stock ownership commitment of senior executives). From the date of the award, the recipient of a restricted stock award can direct the vote of the shares and receive dividend equivalents. Recipients of deferred stock awards receive dividend equivalents, but cannot vote.

Stock awards granted in January 2007, 2006 and 2005 generally vest 25% per year over four years, except for awards to certain employees at Smith Barney that vest after two years and July 2007 Management Committee Long-Term Incentive Program awards (further described below) that vest in January 2010. Stock awards granted in 2003 and 2004 generally vested after a two- or three-year vesting period. CAP participants in 2007, 2006 and 2005 could elect to receive all or part of their award in stock options. The figures presented in the stock option program tables include options granted under CAP. Unearned compensation expense associated with the stock awards represents the market value of Citigroup common stock at the date of grant and is recognized as a charge to income ratably over the full vesting period, except for those awards granted to retirement-eligible employees. As explained below, pursuant to SFAS 123(R), the charge to income for awards made to retirement-eligible employees is accelerated based on the dates the retirement rules are met.

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CAP and certain other awards provide that participants who meet certain age and years of service conditions may continue to vest in all or a portion of the award without remaining employed by the Company during the entire vesting period, so long as they do not compete with Citigroup during that time. Beginning in 2006, awards to these retirement-eligible employees are recognized in the year prior to the grant in the same manner as cash incentive compensation is accrued. However, awards granted in January 2006 were required to be expensed in their entirety at the date of grant. Prior to 2006, all awards were recognized ratably over the stated vesting period. See Note 1 to the Consolidated Financial Statements on page 119 for the impact of adopting SFAS 123(R).

In 2003, special equity awards were issued to certain employees in the Markets & Banking, Global Wealth Management and Citigroup International businesses. These awards were fully vested in January 2006.

From 2003 to 2007, Citigroup granted restricted or deferred shares annually under the Citigroup Ownership Program (COP) to eligible employees. This program replaced the WealthBuilder, CitiBuilder, and Citigroup Ownership stock option programs. Under COP, eligible employees received either restricted or deferred shares of Citigroup common stock that vest after three years. The last award under this program was in 2007. Unearned compensation expense associated with the stock grants represents the market value of Citigroup common stock at the date of grant and is recognized as a charge to income ratably over the vesting period, except for those awards granted to retirement-eligible employees. The charge to income for awards made to retirement-eligible employees is accelerated based on the dates the retirement rules are met.

On July 17, 2007, the Personnel and Compensation Committee of Citigroup’s Board of Directors approved the Management Committee Long-Term Incentive Program (MC LTIP), under the terms of the shareholder-approved 1999 Stock Incentive Plan. The MC LTIP provides members of the Citigroup Management Committee, including the CEO, CFO and the named executive officers in the Citigroup Proxy Statement, an opportunity to earn stock awards based on Citigroup’s performance. Each participant will receive an equity award that will be earned based on Citigroup’s performance for the period from July 1, 2007 to December 31, 2009. Three periods will be measured for performance (July 1, 2007 to December 31, 2007, full year 2008 and full year 2009). The ultimate value of the award will be based on Citigroup’s performance in each of these periods with respect to (1) total shareholder return versus Citigroup’s current key competitors and (2) publicly stated return on equity (ROE) targets measured at the end of each calendar year. If, in any of the three performance periods, Citigroup’s total shareholder return does not exceed the median performance of the peer group, the participants will not receive award shares for that period. The awards will generally vest after 30 months. In order to receive the shares, a participant generally must be a Citigroup employee on January 5, 2010. The total estimated pretax expense is approximately $107 million and will be amortized over the 30-month vesting/performance period. The final expense for each of the three calendar years will be adjusted based on the results of the ROE tests. No awards were earned for 2007 because performance targets were not met.

A summary of the status of Citigroup’s unvested stock awards as of December 31, 2007, and changes during the 12 months ended December 31, 2007, is presented below:

Unvested stock awards	Shares		Weighted average grant date fair value
Unvested at January 1, 2007	126,972,765		$47.94
Awards	89,012,986		$53.30
Cancellations	(8,738,508	)	$50.59
Deletions	(621,417	)	$50.62
Vestings (1)	(53,418,694	)	$48.49
Unvested at December 31, 2007	153,207,132		$50.70

(1) The weighted average market value of the vestings during 2007 was approximately $51.94 per share.

As of December 31, 2007, there was $3.1 billion of total unrecognized compensation cost related to unvested stock awards net of the forfeiture provision. That cost is expected to be recognized over a weighted-average period of 2.5 years.

Stock Option Programs

The Company has a number of stock option programs for its non-employee directors, officers and employees. Generally, in 2007, 2006 and 2005, stock options were granted only to CAP participants who elected to receive stock options in lieu of restricted or deferred stock awards, and to non-employee directors who elected to receive their compensation in the form of a stock option grant. All stock options are granted on Citigroup common stock with exercise prices equal to the fair market value at the time of grant. Options granted from 2003 through 2007 have six-year terms; directors’ options vest after two years and all other options granted from January 2005 through 2007 typically vest 25% each year over four years. Options granted in 2004 and 2003 typically vest in thirds each year over three years, with the first vesting date occurring 17 months after the grant date. The sale of shares acquired through the exercise of employee stock options granted since January 2003 is restricted for a two-year period (and may be subject to the stock ownership commitment of senior executives thereafter). Prior to 2003, Citigroup options, including options granted since the date of the merger of Citicorp and Travelers Group, Inc., generally vested at a rate of 20% per year over five years, with the first vesting date occurring 12 to 18 months following the grant date. Certain options, mostly granted prior to January 1, 2003, permit an employee exercising an option under certain conditions to be granted new options (reload options) in an amount equal to the number of common shares used to satisfy the exercise price and the withholding taxes due upon exercise. The reload options are granted for the remaining term of the related original option and vest after six months. Reload options may in turn be exercised using the reload method, given certain conditions. An option may not be exercised using the reload method unless the market price on the date of exercise is at least 20% greater than the option exercise price.

To further encourage employee stock ownership, the Company’s eligible employees participated in WealthBuilder, CitiBuilder, or the Citigroup Ownership Program. Options granted under the WealthBuilder and the Citigroup Ownership programs vest over a five-year period, and options granted under the CitiBuilder program vest after five years. These options did not have a reload feature. Options have not been granted under these programs since 2002.

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Information with respect to stock option activity under Citigroup stock option plans for the years ended December 31, 2007, 2006, and 2005 is as follows:

	2007				2006				2005
	Options		Weighted average exercise price	Intrinsic value per share	Options		Weighted average exercise price	Intrinsic value per share	Options		Weighted average exercise price	Intrinsic value per share
Outstanding, beginning of period	212,067,917		$41.87	$13.83	277,255,935		$40.27	$  8.26	330,910,779		$39.28	$  8.90
Granted—original	2,178,136		$54.21	—	3,259,547		$48.87	—	5,279,863		47.45	—
Granted—reload	3,093,370		$52.66	—	12,530,318		$52.30	—	3,013,384		48.85	—
Forfeited or exchanged	(8,796,402	)	$46.26	1.52	(14,123,110	)	$45.57	3.36	(17,726,910	)	44.29	2.33
Expired	(843,256	)	$43.40	4.38	(2,021,955	)	$44.87	4.06	(2,572,189	)	47.70	—
Exercised	(34,932,643	)	$36.62	11.16	(64,832,818	)	$36.37	12.56	(41,648,992	)	31.72	14.90
Outstanding, end of period	172,767,122		$43.08	$     —	212,067,917		$41.87	$13.83	277,255,935		$40.27	$  8.26
Exercisable at end of period	165,024,814				179,424,900				221,497,294

The following table summarizes the information about stock options outstanding under Citigroup stock option plans at December 31, 2007:

	Options outstanding			Options exercisable
Range of exercise prices	Number outstanding	Weighted average contractual life remaining	Weighted average exercise price	Number exercisable	Weighted average exercise price
$7.77–$9.99	1,627	3.6 years	$  7.77	1,627	$  7.77
$10.00–$19.99	226,701	1.4 years	$16.85	226,701	$16.85
$20.00–$29.99	13,703,748	0.8 years	$23.23	13,691,305	$23.23
$30.00–$39.99	28,842,465	2.0 years	$33.07	28,423,409	$33.08
$40.00–$49.99	107,890,017	2.8 years	$46.35	104,018,070	$46.29
$50.00–$56.83	22,102,564	2.6 years	$52.77	18,663,702	$52.65
	172,767,122	2.5 years	$43.08	165,024,814	$42.78

As of December 31, 2007, there was $16.8 million of total unrecognized compensation cost related to stock options; this cost is expected to be recognized over a weighted average period of 17 months.

Stock Purchase Program

The Citigroup 2003 Stock Purchase Program, which was administered under the Citigroup 2000 Stock Purchase Plan, as amended, allowed eligible employees of Citigroup to enter into fixed subscription agreements to purchase shares in the future at the lesser of the market price on the first day of the offering period or at the market price at the end of the offering period. For the June 15, 2003 offering only, subject to certain limits, enrolled employees were permitted to make one purchase prior to end of the offering period. The purchase price of the shares was paid with accumulated payroll deductions plus interest. Shares of Citigroup’s common stock delivered under the Citigroup 2003 Stock Purchase Program were sourced from treasury shares. Offerings under the Citigroup 2003 Stock Purchase Program were made in June 2003 and to new employees in June 2004. The program ended in July 2005.

The following were the share prices under the Stock Purchase Program: The fixed price for the June 2003 offering was $44.10, and the fixed price for the June 2004 offering was $46.74. The market price at the end of the program was $46.50. The shares under the June 2003 offering were purchased at the offering price ($44.10), which was the market price at the start of the offering period. The shares under the June 2004 offering were purchased at the market price at the closing of the program ($46.50).

	2007	2006	2005
Outstanding subscribed shares at beginning of year	—	—	7,112,678
Subscriptions entered into	—	—	—
Shares purchased	—	—	(4,498,358	)
Canceled or terminated	—	—	(2,614,320	)
Outstanding subscribed shares at end of year	—	—	—

Fair Value Assumptions

SFAS 123(R) requires that reload options be treated as separate grants from the related original grants. Pursuant to the terms of currently outstanding reloadable options, upon exercise of an option, if employees use previously owned shares to pay the exercise price and surrender shares otherwise to be received for related tax withholding, they will receive a reload option covering the same number of shares used for such purposes, but only if the market price on the date of exercise is at least 20% greater than the option exercise price. Reload options vest after six months and carry the same expiration date as the option that gave rise to the reload grant. The exercise price of a reload grant is the fair market value of Citigroup common stock on the date the underlying option is exercised. Reload options are intended to encourage employees to exercise options at an earlier date and to retain the shares acquired. The result of this program is that employees generally will exercise options as soon as they are able and, therefore, these options have shorter expected lives. Shorter option lives result in lower valuations. However, such values are expensed more quickly due to the shorter vesting period of reload options. In addition, since reload options are treated as separate grants, the existence of the reload feature results in a greater number of options being valued. Shares received through option exercises under the reload program, as well as certain other options, are subject to restrictions on sale.

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Additional valuation and related assumption information for Citigroup option plans is presented below. Citigroup uses a lattice-type model to value stock options.

For options granted during	2007			2006			2005
Weighted average per share fair value, at December 31	$	6.52		$	6.59		$	7.23
Weighted averaged expected life
Original grants		4.66 yrs.			4.57 yrs.			5.26 yrs.
Reload grants		1.86 yrs.			2.56 yrs.			3.29 yrs.
Valuation assumptions
Expected volatility		19.21	%		20.15	%		25.06	%
Risk-free interest rate		4.79	%		4.60	%		3.66	%
Expected dividend yield		4.03	%		3.95	%		3.35	%
Expected annual forfeitures
Original and reload grants		7	%		7	%		7	%

9. RETIREMENT BENEFITS

The Company has several non-contributory defined benefit pension plans covering substantially all U.S. employees in 2007 and has various defined benefit pension and termination indemnity plans covering employees outside the United States. The U.S. qualified defined benefit plan provides benefits under a cash balance formula. However, employees satisfying certain age and service requirements remain covered by a prior final pay formula under that plan. In 2006, the Company announced that commencing January 1, 2008, the U.S. qualified pension plan would be frozen. Accordingly, no additional contributions would be credited to the cash balance plan for existing plan participants. However, employees still covered under the prior final pay plan will continue to accrue benefits. The Company also offers postretirement health care and life insurance benefits to certain eligible U.S. retired employees, as well as to certain eligible employees outside the United States.

The following tables summarize the components of net expense recognized in the Consolidated Statement of Income and the funded status and amounts recognized in the Consolidated Balance Sheet for the Company’s U.S. qualified pension plan, postretirement plans and significant plans outside the United States. The Company uses a December 31 measurement date for the U.S. plans as well as the plans outside the United States.

Net Expense

	Pension plans																		Postretirement benefit plans
	U.S. plans (1)									Plans outside U.S.									U.S. plans									Plans outside U.S.
In millions of dollars	2007			2006			2005			2007			2006			2005			2007			2006			2005			2007			2006			2005
Benefits earned during the year	$	301		$	260		$	257		$	202		$	164		$	163		$	1		$	2		$	2		$	27		$	21		$	13
Interest cost on benefit obligation		641			630			599			318			274			261			59			61			63			75			65			48
Expected return on plan assets		(889	)		(845	)		(806	)		(477	)		(384	)		(315	)		(12	)		(13	)		(14	)		(103	)		(78	)		(49	)
Amortization of unrecognized:
Net transition obligation		—			—			—			2			2			2			—			—			—			—			—			—
Prior service cost (benefit)		(3	)		(19	)		(24	)		3			1			1			(3	)		(4	)		(4	)		—			1			—
Net actuarial loss		84			185			161			39			51			69			3			8			13			13			8			1
Curtailment (gain) loss (2)		—			(80	)		—			36			7			1			9			—			—			—			—			—
Net expense	$	134		$	131		$	187		$	123		$	115		$	182		$	57		$	54		$	60		$	12		$	17		$	13

(1) The U.S. plans exclude nonqualified pension plans, for which the net expense was $45 million in 2007, $51 million in 2006, and $50 million in 2005.

(2) In 2007, the Company recognized a net curtailment loss primarily resulting from accelerated vesting of benefits under reorganization actions outside the U.S. In 2006, the Company recognized a curtailment gain resulting from the January 1, 2008 freeze of the U.S. qualified pension plan.

The estimated net actuarial loss, benefits earned and net transition obligation that will be amortized from Accumulated Other Comprehensive Income (Loss) into net expense in 2008 are approximately $26 million,

$0.6 million and $2 million, respectively, for defined benefit pension plans. For postretirement plans, $19 million is expected to be amortized for the estimated net actuarial loss.

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Net Amount Recognized

	Pension plans												Postretirement benefit plans
	U.S. plans (1)						Plans outside U.S.						U.S. plans						Plans outside U.S.
In millions of dollars	2007			2006			2007			2006			2007			2006			2007			2006
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	11,109		$	10,984		$	5,363		$	4,552		$	1,101		$	1,161		$	825		$	669
Benefits earned during the year		301			260			202			164			1			2			27			21
Interest cost on benefit obligation		641			630			318			274			59			61			75			65
Plan amendments		—			—			12			—			3			—			—			(1	)
Actuarial loss (gain)		(439	)		(147	)		(28	)		220			(67	)		(67	)		296			84
Benefits paid		(583	)		(537	)		(269	)		(246	)		(75	)		(67	)		(39	)		(35	)
Expected Medicare Part D Subsidy		—			—			—			—			11			11			—			—
Acquisitions		—			—			156			27			—			—			—			2
Divestitures		—			—			—			(5	)		—			—			—			—
Settlements		—			—			(21	)		(15	)		—			—			—			—
Curtailments (2)		—			(81	)		25			(1	)		9			—			—			—
Foreign exchange impact		—			—			249			393			—			—			9			20
Projected benefit obligation at year end	$	11,029		$	11,109		$	6,007		$	5,363		$	1,042		$	1,101		$	1,193		$	825
Change in plan assets
Plan assets at fair value at beginning of year	$	11,932		$	10,981		$	5,906		$	4,784		$	175		$	179		$	984		$	633
Actual return on plan assets		1,476			1,468			432			605			22			26			66			160
Company contributions (3)		15			20			223			382			69			37			3			223
Employee contributions		—			—			8			5			—			—			—			—
Acquisitions		—			—			90			18			—			—			—			—
Divestitures		—			—			—			(2	)		—			—			—			—
Settlements		—			—			(21	)		(16	)		—			—			—			—
Benefits paid		(583	)		(537	)		(269	)		(246	)		(75	)		(67	)		(39	)		(35	)
Foreign exchange impact		—			—			260			376			—			—			(6	)		3
Plan assets at fair value at year end	$	12,840		$	11,932		$	6,629		$	5,906		$	191		$	175		$	1,008		$	984
Funded status of the plan at year end	$	1,811		$	823		$	622		$	543		$	(851	)	$	(926	)	$	(185	)	$	159
Net amount recognized
Benefit asset	$	1,811		$	823		$	1,061		$	908		$	—		$	—		$	34		$	355
Benefit liability		—			—			(439	)		(365	)		(851	)		(926	)		(219	)		(196	)
Net amount recognized on the balance sheet	$	1,811		$	823		$	622		$	543		$	(851	)	$	(926	)	$	(185	)	$	159
Amounts recognized in Accumulated other comprehensive income (loss):
Net transition obligation	$	—		$	—		$	8		$	9		$	—		$	—		$	2		$	3
Prior service cost (benefit)		(7	)		(10	)		30			13			(11	)		(17	)		(1	)		(1	)
Net actuarial loss		467			1,577			786			817			23			103			374			45
Net amount recognized in equity—pretax	$	460		$	1,567		$	824		$	839		$	12		$	86		$	375		$	47
Accumulated benefit obligation at year end	$	10,960		$	10,982		$	5,403		$	4,846		$	1,042		$	1,101		$	1,193		$	825

(1) The U.S. plans exclude nonqualified pension plans, for which the aggregate projected benefit obligation was $611 million and $660 million, and the aggregate accumulated benefit obligation was $604 million and $646 million at December 31, 2007 and 2006, respectively. These plans are unfunded. As such, the funded status of these plans is $(611) million and $(660) million at December 31, 2007 and 2006, respectively. Accumulated other comprehensive income (loss) includes pretax charges of $85 million and $133 million at December 31, 2007 and 2006, respectively.

(2) Changes in projected benefit obligation due to curtailments in the non-U.S. pension plans in 2007 include $(7) million in curtailment gains and $32 million in Special Termination Benefits.

(3) Company contributions to the U.S. pension plan include $15 million and $20 million during 2007 and 2006, respectively, relating to certain investment advisory fees and administrative costs that were absorbed by the Company. Company contributions to the non-U.S. pension plans in 2007 include $47 million of benefits directly paid by the Company.

The following table shows the SFAS 158 impact on Accumulated other comprehensive income for the year ended December 31, 2007:

In millions of dollars	2007		2006			Change
Other Assets
Prepaid benefit cost	$	2,906	$	2,086		$	820
Other Liabilities
Accrued benefit liability		2,120		2,147			(27	)
Funded Status	$	786	$	(61	)	$	847
Deferred taxes, net		4,261		4,687			(426	)
Amortization and other							169
Change in Accumulated other comprehensive income (loss)(1)						$	590

(1) Primarily related to changes in net actuarial gain/loss of the Company’s pension and postretirement plans.

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At the end of 2007 and 2006, for both qualified and nonqualified plans, and both funded and unfunded plans, the aggregate projected benefit obligation (PBO), the aggregate accumulated benefit obligation (ABO), and

the aggregate fair value of plan assets for pension plans with a projected benefit obligation in excess of plan assets, and pension plans with an accumulated benefit obligation in excess of plan assets, were as follows:

	PBO exceeds fair value of plan assets				ABO exceeds fair value of plan assets
	U.S. plans		Plans outside U.S.		U.S. plans		Plans outside U.S.
In millions of dollars	2007	2006	2007	2006	2007	2006	2007	2006
Projected benefit obligation	$611	$660	$944	$2,832	$611	$660	$804	$694
Accumulated benefit obligation	604	646	749	2,517	604	646	668	632
Fair value of plan assets	—	—	505	2,467	—	—	396	447

Combined plan assets for the U.S. and non-U.S. pension plans, excluding U.S. nonqualified plans, exceeded the accumulated benefit obligations by $3.1 billion and $2.0 billion at December 31, 2007 and December 31, 2006, respectively.

Assumptions

The discount rate and future rate of compensation assumptions used in determining pension and postretirement benefit obligations and net benefit expense for the Company’s plans are shown in the following table:

At year end	2007		2006
Discount rate
U.S. plans: (1)
Pension	6.2	%	5.9	%
Postretirement	6.0		5.7
Plans outside the U.S.
Range	2.0 to 10.25		2.25 to 11.0
Weighted average	6.2		6.5
Future compensation increase rate
U.S. Plans (2)	3.0		4.0
Plans outside the U.S.
Range	3.0 to 8.25		1.0 to 10.0
Weighted average	4.4		4.3
During the year	2007		2006
Discount rate
U.S. plans (1)
Pension	5.9	%	5.6	%
Postretirement	5.7		5.5
Plan outside the U.S.
Range	2.25 to 11.0		2.0 to 12.0
Weighted average	6.5		7.0
Future compensation increase rate
U.S. Plans (2)	4.0		4.0
Plans outside the U.S.
Range	1.0 to 10.0		2.0 to 9.0
Weighted average	4.3		4.2

(1) Weighted average rates for the U.S. plans equal the stated rates.

(2) At December 31, 2007, due to the freeze of the U.S. qualified pension plan commencing January 1, 2008, only the future compensation increases for the grandfathered employees will affect future pension expense and obligations. Future compensation increase rates for small groups of employees was 4.0% or 6.0%.

A one percentage-point change in the discount rates would have the following effects on pension expense:

	One percentage-point increase									One percentage-point decrease
In millions of dollars	2007			2006			2005			2007			2006		2005
Effect on pension expense for U.S. plans (1)	$	25		$	(100	)	$	(146	)	$	(5	)	$	120	$	146
Effect on pension expense for foreign plans		(59	)		(52	)		(68	)		80			72		83

(1) Due to the freeze of the U.S. qualified pension plan commencing January 1, 2008, the majority of the prospective service cost has been eliminated and the gain/loss amortization period was changed to the life expectancy for inactive participants. As a result, pension expense for the U.S. qualified pension plan is driven more by interest costs than service costs, and an increase in the discount rate would increase pension expense while a decrease in the discount rate would decrease pension expense.

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Assumed health care cost trend rates were as follows:

	2007		2006
Health care cost increase rate
U.S. plans
Following year	8.0	%	9.0	%
Ultimate rate to which cost increase is assumed to decline	5.0	%	5.0	%
Year in which the ultimate rate is reached	2014		2011

A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	One percentage- point increase				One percentage- point decrease
In millions of dollars	2007		2006		2007			2006
Effect on benefits earned and interest cost for U.S. plans	$	3	$	5	$	(3	)	$	(4	)
Effect on accumulated postretirement benefit obligation for U.S. Plans		50		79		(44	)		(69	)

Citigroup considers the expected rate of return to be a longer-term assessment of return expectations, based on each plan’s expected asset allocation, and does not anticipate changing this assumption annually unless there are significant changes in economic conditions or portfolio composition. Market performance over a number of earlier years is

evaluated covering a wide range of economic conditions to determine whether there are sound reasons for projecting forward any past trends.

The expected long-term rates of return on assets used in determining the Company’s pension expense are shown below:

	2007	2006
Rate of return on assets
U.S. plans (1)	8.0%	8.0%
Plans outside the U.S.:
Range	3.25% to 12.5%	3.25% to 10.0%
Weighted average	8.0%	8.9%

(1) Weighted average rates for the U.S. plans equal the stated rates.

A one-percentage-point change in the expected rates of return would have the following effects on pension expense:

	One percentage- point increase									One percentage- point decrease
In millions of dollars	2007			2006			2005			2007		2006		2005
Effect on pension expense for U.S. plans	$	(118	)	$	(110	)	$	(101	)	$	118	$	110	$	101
Effect on pension expense for foreign plans		(59	)		(61	)		(45	)		59		61		45

Plan Assets

Citigroup’s pension and postretirement plan asset allocation for the U.S. plans at the end of 2007 and 2006, and the target allocation for 2008 by asset category based on asset fair values, are as follows:

	Target asset allocation		U.S. pension assets at December 31		U.S. postretirement assets at December 31
Asset Category	2008		2007	2006	2007	2006
Equity securities (1)	3% to 43	%	27%	35%	27%	35%
Debt securities	20 to 62		17	18	17	18
Real estate	3 to 10		6	7	6	7
Private Equity	0 to 15		15	9	15	9
Other investments	11 to 38		35	31	35	31
Total			100%	100%	100%	100%

(1) Equity securities in the U.S. pension plans include no Citigroup common stock at the end of 2007. At the end of 2006, Citigroup common stock with a fair value of $141 million or 1.2% of plan assets was held by the U.S. pension plans. In January 2007, the U.S. pension plans sold all the Citigroup common stock it held (approximately $137.2 million) to the Company at its fair value.

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Third-party investment managers and affiliated advisors provide their respective services to Citigroup’s U.S. pension plans. Assets are rebalanced as the plan investment committee deems appropriate. Citigroup’s investment strategy with respect to its pension assets is to maintain a globally diversified investment portfolio across several asset classes targeting an annual rate of return of 8% that, when combined with Citigroup’s contributions to the

plans, will maintain the plans’ ability to meet all required benefit obligations.

Citigroup’s pension and postretirement plans’ weighted average asset allocations for the non-U.S. plans and the actual ranges at the end of 2007 and 2006, and the weighted average target allocations for 2008 by asset category based on asset fair values are as follows:

	Non-U.S. pension plans
	Weighted average		Actual range				Weighted average
	Target asset allocation		at December 31				at December 31
Asset Category	2008		2007		2006		2007		2006
Equity securities	53.6	%	0.0% to 75.1	%	0.0% to 79.6	%	56.2	%	57.8	%
Debt securities	41.5		0.0 to 100		0.0 to 100		37.8		36.2
Real estate	0.6		0.0 to 35.9		0.0 to 46.8		0.5		0.4
Other investments	4.3		0.0 to 100		0.0 to 100		5.5		5.6
Total	100	%					100	%	100	%

	Non-U.S. postretirement plans
	Weighted average		Actual range				Weighted average
	Target asset allocation		at December 31				at December 31
Asset Category	2008		2007		2006 (2)		2007		2006 (1)
Equity securities	59.0	%	0.0% to 58.4	%	0.0% to 45.0	%	57.4	%	44.6	%
Debt securities	41.0		41.6 to 100		0.0 to 82.0		42.6		41.4
Real estate	—		—		—		—		—
Other investments	—		—		0.0 to 100		—		14.0
Total	100	%					100	%	100	%

(1) The weighted average asset allocation for 2006 is affected by the assets of one plan only, as the assets in the other postretirement plans are insignificant and do not affect the weighting.

(2) Reclassified to conform to current period presentation.

Citigroup’s global pension and postretirement funds’ investment strategies are to invest in a prudent manner for the exclusive purpose of providing benefits to participants. The investment strategies are targeted to produce a total return that, when combined with Citigroup’s contributions to the funds, will maintain the funds’ ability to meet all required benefit obligations. Risk is controlled through diversification of asset types and investments in domestic and international equities, fixed income securities and cash. The target asset allocation in most locations outside the U.S. is to have the majority of the assets in either equity or debt securities. These allocations may vary by geographic region and country depending on the nature of applicable obligations and various other regional considerations. The wide variation in the actual range of plan asset allocations for the funded non-U.S. plans is a result of differing local statutory requirements and economic conditions. For example, in certain countries local law requires that all pension plan assets must be invested in fixed income investments, or in government funds, or in local country securities.

Contributions

Citigroup’s pension funding policy for U.S. plans and non-U.S. plans is generally to fund to applicable minimum funding requirements rather than to the amounts of accumulated benefit obligations. For the U.S. plans, the Company may increase its contributions above the minimum required contribution under ERISA, if appropriate to its tax and cash position and the plans’ funded position. For the U.S. pension plans, at December 31, 2007, there were no minimum required contributions, and no discretionary or non-cash contributions are currently planned. For the non-U.S. pension plans, discretionary cash contributions in 2008 are anticipated to be approximately $154 million. In addition, the Company expects to contribute $43 million in benefits to be directly paid by the Company for its unfunded non-U.S. pension and post-retirement plans. For the U.S. postretirement benefit plans, there are no expected or required contributions for 2008. For the non-U.S. postretirement benefit plans, expected cash contributions for 2008 are $0.7 million. These estimates are subject to change, since contribution decisions are affected by various factors, such as market

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performance and regulatory requirements; in addition, management has the ability to change funding policy.

Estimated Future Benefit Payments

The Company expects to pay the following estimated benefit payments in future years:

	U.S. plans	Plans outside U.S.
In millions of dollars	Pension benefits	Pension benefits	Postretirement benefits
2008	$   684	$   284	$  36
2009	695	269	38
2010	709	288	41
2011	733	308	44
2012	760	321	47
2013–2017	4,015	1,902	295

Prescription Drugs

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act of 2003”) was enacted. The Act of 2003 established a prescription drug benefit under Medicare known as “Medicare Part D,” and a federal subsidy to sponsors of U.S. retiree health care benefit plans that provides a benefit that is at least actuarially equivalent to Medicare Part D. The benefits provided to certain participants are at least actuarially equivalent to Medicare Part D and, accordingly, the Company is entitled to a subsidy.

The expected subsidy reduced the accumulated postretirement benefit obligation (APBO) by approximately $141 million and $154 million as of January 1, 2007 and 2006, respectively, and the 2007 and 2006 postretirement expense by approximately $18 million and $24 million, respectively, for all of the U.S. postretirement welfare plans for 2007 and 2006.

The following table shows the estimated future benefit payments without the effect of the subsidy and the amounts of the expected subsidy in future years.

	Expected U.S. postretirement benefit payments
In millions of dollars	Before Medicare Part D subsidy	Medicare Part D subsidy
2008	$108	$11
2009	107	12
2010	108	13
2011	107	12
2012	104	13
2013–2017	$478	$66

Citigroup 401(k)

Under the Citigroup 401(k) plan, a defined contribution plan, eligible employees receive matching contributions of up to 3% of their compensation, subject to an annual maximum of $1,500, invested in the Citigroup common stock fund. Since January 1, 2007, employees are free to transfer this matching contribution for the current and prior years to other plan investment alternatives immediately and at any time thereafter. The pretax expense associated with this plan amounted to approximately $81 million in 2007, $77 million in 2006, and $70 million in 2005.

In connection with the announced changes to the U.S. qualified pension plan, the Company will increase its contributions to the Citigroup 401(k) plan. Beginning in 2008, eligible employees will receive a matching contribution of up to 6% of their compensation, subject to statutory limits, and, for employees whose total compensation is less than $100,000, a fixed contribution of 2% of their total compensation.

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10. RESTRUCTURING

During the first quarter of 2007, the Company completed a review of its structural expense base in a Company-wide effort to create a more streamlined organization, reduce expense growth and provide investment funds for future growth initiatives.

The primary goals of the 2007 Structural Expense Review were:

• Eliminate layers of management/improve workforce management;

• Consolidate certain back-office, middle-office and corporate functions;

• Increase the use of shared services;

• Expand centralized procurement; and

• Continue to rationalize operational spending on technology.

For the year ended December 31, 2007, Citigroup recorded a pretax restructuring expense of $1.528 billion, composed of a gross charge of $1.582 billion and a credit of $54 million due to changes in estimates attributable to lower than anticipated costs of implementing certain projects and a reduction in the scope of certain initiatives. During the fourth quarter of 2007, Citigroup recorded a pretax restructuring expense of $53 million, composed of a gross charge of $107 million and a credit of $54 million related to changes in estimates.

The implementation of these restructuring initiatives also caused certain related premises and equipment assets to become redundant. The remaining depreciable lives of these assets were shortened, and accelerated depreciation charges began in the second quarter of 2007 in addition to normal scheduled depreciation.

Additional charges totaling approximately $35 million pretax are anticipated to be recorded by the end of the second quarter of 2008. Of this charge, $15 million is attributable to Global Consumer, $3 million to Global Wealth Management and $17 million to Corporate/Other.

The following table details the Company’s restructuring reserves.

	Severance
In millions of dollars	SFAS 112 (1)		SFAS 146 (2)		Contract termination costs		Asset write- downs (3)		Employee termination cost		Total Citigroup
Total Citigroup (pretax)
Original restructuring charge, First quarter of 2007	$ 950		$ 11		$ 25		$ 352		$ 39		$	1,377
Utilization	—		—		—		(268	)	—			(268	)
Balance at March 31, 2007	$ 950		$ 11		$ 25		$   84		$ 39		$	1,109
Second quarter of 2007:
Additional Charge	$8		$ 12		$ 23		$   19		$   1		$	63
Foreign exchange	8		—		1		—		—			9
Utilization	(197	)	(18	)	(12	)	(72	)	(4	)		(303	)
Balance at June 30, 2007	$ 769		$   5		$ 37		$   31		$ 36		$	878
Third quarter of 2007:
Additional Charge	$   11		$ 14		$ —		$   —		$ 10		$	35
Foreign exchange	8		—		1		—		—			9
Utilization	(195	)	(13	)	(9	)	(10	)	(23	)		(250	)
Balance at September 30, 2007	$ 593		$   6		$ 29		$   21		$ 23		$	672
Fourth quarter of 2007:
Additional Charge	23		70		6		8		—			107
Foreign Exchange	3		—		—		—		—			3
Utilization	(155	)	(44	)	(7	)	(13	)	(6	)		(225	)
Changes in Estimates	(39	)	—		(6	)	(1	)	(8	)		(154	)
Balance at December 31, 2007	$ 425		$ 32		$ 22		$   15		$   9		$	503

(1) Accounted for in accordance with SFAS No. 112, “Employer’s Accounting for Post Employment Benefits” (SFAS 112).

(2) Accounted for in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146).

(3) Accounted for in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144).

The severance costs noted above reflect the accrual to eliminate approximately 17,900 positions, after considering attrition and redeployment within the Company.

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The total restructuring reserve balance as of December 31, 2007 and the net restructuring charges for the three- and 12-month periods then ended are presented below by business segment. These net charges were included in the Corporate/Other segment because this company-wide restructuring was a corporate initiative.

		Restructuring charges (1)
In millions of dollars	Ending balance December 31, 2007	Three months ended December 31, 2007	12 months ended December 31, 2007
Global Consumer	$321	$28	$1,004
Markets & Banking	80	10	299
Global Wealth Management	37	7	96
Alternative Investments	3	—	7
Corporate/Other	62	8	122
Total Citigroup (pretax)	$503	$53	$1,528

(1) Amounts shown net of $54 million related to changes in estimates, of which $41 is attributable to Global Consumer, $7 to Markets & Banking, $2 to GWM and $4 to Corporate/Other.

11. INCOME TAXES

In millions of dollars	2007			2006			2005
Current
Federal	$	(2,027	)	$	3,850		$	3,908
Foreign		3,961			3,963			4,507
State		121			198			844
Total current income taxes	$	2,055		$	8,011		$	9,259
Deferred
Federal	$	(2,237	)	$	(579	)	$	40
Foreign		(1,213	)		514			(104	)
State		(806	)		155			(117	)
Total deferred income taxes	$	(4,256	)	$	90		$	(181	)
Provision for income tax on continuing operations before minority interest (1)	$	(2,201	)	$	8,101		$	9,078
Provision (benefit) for income tax on discontinued operations		—			(46	)		2,866
Provision (benefit) for income taxes on cumulative effect of accounting changes		(109	)		—			(31	)
Income tax expense (benefit) reported in stockholders’ equity related to:
Foreign currency translation		565			52			119
Securities available for sale		(759	)		271			(1,234	)
Employee stock plans		(410	)		(607	)		(463	)
Cash flow hedges		(1,705	)		(406	)		194
Pension liability adjustments		426			(1,033	)		(69	)
Income taxes before minority interest	$	(4,193	)	$	6,332		$	10,460

(1) Includes the effect of securities transactions resulting in a provision of $409 million in 2007, $627 million in 2006 and $687 million in 2005.

The reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate applicable to income from continuing operations (before minority interest and the cumulative effect of accounting changes) for the years ended December 31 was as follows:

	2007		2006		2005
Federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal benefit	(26.1	)	1.6		1.6
Foreign income tax rate differential	(83.4	)	(4.2	)	(3.3	)
Audit settlements (1)	—		(2.8	)	(0.2	)
Tax advantaged investments	(39.9	)	(1.8	)	(1.5	)
Other, net	(15.0	)	(0.5	)	(0.8	)
Effective income tax rate (2)	(129.4	)%	27.3	%	30.8	%

(1) For 2006, relates to the resolution of the Federal and New York Tax Audits.

(2) The Company recorded an income tax benefit for 2007. The effective tax rate (benefit) of (129)% primarily resulted from pretax losses in the Company’s S&B and U.S. Consumer Lending businesses (US is a higher tax rate jurisdiction). In addition, the tax benefits of permanent differences, including the tax benefit for not providing U.S. income taxes on the earnings of certain foreign subsidiaries that are indefinitely invested, favorably impacted the Company’s effective tax rate.

Deferred income taxes at December 31 related to the following:

In millions of dollars	2007			2006
Deferred tax assets
Credit loss deduction	$	5,977		$	2,497
Deferred compensation and employee benefits		2,686			3,190
Restructuring and settlement reserves		2,388			2,410
Unremitted foreign earnings		2,833			3,638
Foreign tax credit and state tax loss carryforwards		4,644			—
Other deferred tax assets		3,653			2,715
Gross deferred tax assets	$	22,181		$	14,450
Valuation allowance		—			—
Deferred tax assets after valuation allowance	$	22,181		$	14,450
Deferred tax liabilities
Investments	$	(1,222	)	$	(1,738	)
Deferred policy acquisition costs and value of insurance in force		(761	)		(715	)
Leases		(1,865	)		(2,195	)
Fixed assets		(765	)		(1,201	)
Intangibles		(2,361	)		(1,600	)
Other deferred tax liabilities		(1,630	)		(2,314	)
Gross deferred tax liabilities	$	(8,604	)	$	(9,763	)
Net deferred tax asset	$	13,577		$	4,687

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The following is a roll-forward of the Company’s FIN 48 unrecognized tax benefits from January 1, 2007 to December 31, 2007.

In millions of dollars
Total unrecognized tax benefits at January 1, 2007	$	3,144
Net amount of increases for current year’s tax positions		1,100
Gross amount of increases for prior years’ tax positions		120
Gross amount of decreases for prior years’ tax positions		(341	)
Amounts of decreases relating to settlements		(349	)
Reductions due to lapse of statutes of limitation		(50	)
Foreign exchange and acquisitions		74
Total unrecognized tax benefits at December 31, 2007	$	3,698

Total amount of unrecognized tax benefits at December 31, 2007 that, if recognized, would affect the effective tax rate is $1.130 billion. In addition, $799 million would decrease goodwill if recognized in 2008. If recognized after 2008, FAS 141R would require any such amounts to be included in the provision for income taxes. The remainder of the uncertain tax positions have offsetting amounts in other jurisdictions or are temporary differences.

Interest and penalties (not included in the “unrecognized tax benefits” above) are a component of the provision for income taxes.

In millions of dollars	Pretax	Net of tax
Total interest and penalties in the balance sheet at January 1, 2007	$532	$335
Total interest and penalties in the 2007 statement of operations	$  93	$  58
Total interest and penalties in the balance sheet at December 31, 2007	$618	$389

The Company is currently under audit by the Internal Revenue Service and other major taxing jurisdictions around the world. It is thus reasonably possible that significant changes in the gross balance of unrecognized tax benefits may occur within the next 12 months, but the Company does not expect such audits to result in amounts that would cause a significant change to its effective tax rate, other than the following items. The Company is currently at IRS Appeals for the years 1999-2002. One of the issues relates to the timing of the inclusion of interchange fees received by the Company relating to credit card purchases by its cardholders. It is reasonably possible that within the next 12 months the Company can either reach agreement on this issue at Appeals or decide to litigate the issue. This issue is presently being litigated by another company in a docketed United States Tax Court case. The gross uncertain tax position for this item at December 31, 2007 is $554 million. Since this is a temporary difference, the only impact to the Company’s effective tax rate would be due to net interest assessments and state tax rate differentials. If the reserve were to be released, the tax benefit could be as much as $146 million. In addition, the Company has requested a prefiling agreement with the IRS to resolve computational questions relating to a distribution from an acquired foreign entity. The gross uncertain tax position at December 31, 2007 is $235 million. Any change to this balance in 2008 would primarily decrease goodwill.

The following are the major tax jurisdictions in which the Company and its affiliates operate and the earliest tax year subject to examination:

Jurisdiction	Tax year
United States	2003
Mexico	2004
New York State and City	2005
United Kingdom	1998
Germany	2000
Korea	2001
Japan	2006

Foreign pre-tax earnings were approximately $9.1 billion in 2007, $13.6 billion in 2006, and $10.8 billion in 2005. As a U.S. corporation, Citigroup and its U.S. subsidiaries are subject to U.S. taxation currently on all foreign pre-tax earnings earned by a foreign branch. Pre-tax earnings of a foreign subsidiary or affiliate are subject to U.S. taxation when effectively repatriated. The Company provides income taxes on the undistributed earnings of non-U.S. subsidiaries except to the extent that such earnings are indefinitely invested outside the United States. At December 31, 2007, $21.1 billion of accumulated undistributed earnings of non-U.S. subsidiaries were indefinitely invested. At the existing U.S. federal income tax rate, additional taxes (net of U.S. foreign tax credits) of $6.2 billion would have to be provided if such earnings were remitted currently. The current year’s effect on the income tax expense from continuing operations is included in the “Foreign income tax rate differential” line in the reconciliation of the federal statutory rate to the Company’s effective income tax rate on the previous page.

The Homeland Investment Act provision of the American Jobs Creation Act of 2004 (“2004 Tax Act”) provided companies with a one time 85% reduction in the U.S. net tax liability on cash dividends paid by foreign subsidiaries in 2005, to the extent that they exceeded a baseline level of dividends paid in prior years. In 2005, the Company recognized a tax benefit of $198 million in continuing operations, net of the impact of remitting income earned in 2005 and prior years that would have been indefinitely invested overseas.

Income taxes are not provided for on the Company’s “savings bank base year bad debt reserves” that arose before 1988 because under current U.S. tax rules such taxes will become payable only to the extent such amounts are distributed in excess of limits prescribed by federal law. At December 31, 2007, the amount of the base year reserves totaled approximately $358 million (subject to a tax of $125 million).

The valuation allowance is $0 million at December 31, 2007 and 2006.

At December 31, 2007 the Company had a U.S. foreign tax credit carryforward of $4.3 billion, whose expiry date is 2017. The Company has state and local net operating loss carryforwards of $3.1 billion and $1.8 billion in New York State and New York City, respectively, whose expiry date is 2027 and for which the Company has recorded a net deferred tax asset of $278 million, along with less significant net operating losses in various other states for which the Company has recorded a net deferred tax asset of $56 million and which expire between 2012 and 2027.

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Management believes that the realization of the recognized net deferred tax asset of $13.6 billion is more likely than not based on existing carryback ability and expectations as to future taxable income in the jurisdictions in which it operates. The Company, which has a history of consistent earnings,

has reported pre-tax financial statement income from continuing operations of approximately $20 billion, on average, over the last three years.

12. EARNINGS PER SHARE

The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the years ended December 31:

In millions, except per share amounts	2007			2006			2005
Income from continuing operations before cumulative effect of accounting change	$	3,617		$	21,249		$	19,806
Discontinued operations		—			289			4,832
Cumulative effect of accounting change		—			—			(49	)
Preferred dividends		(36	)		(64	)		(68	)
Income available to common stockholders for basic EPS		3,581			21,474			24,521
Effect of dilutive securities		—			—			—
Income available to common stockholders for diluted EPS	$	3,581		$	21,474		$	24,521
Weighted average common shares outstanding applicable to basic EPS		4,905.8			4,887.3			5,067.6
Effect of dilutive securities:
Options		18.2			27.2			33.6
Restricted and deferred stock		71.3			71.6			59.2
Adjusted weighted average common shares outstanding applicable to diluted EPS		4,995.3			4,986.1			5,160.4
Basic earnings per share
Income from continuing operations before cumulative effect of accounting change	$	0.73		$	4.33		$	3.90
Discontinued operations		—			0.06			0.95
Cumulative effect of accounting change		—			—			(0.01	)
Net income	$	0.73		$	4.39		$	4.84
Diluted earnings per share
Income from continuing operations before cumulative effect of accounting change	$	0.72		$	4.25		$	3.82
Discontinued operations		—			0.06			0.94
Cumulative effect of accounting change		—			—			(0.01	)
Net income	$	0.72		$	4.31		$	4.75

During 2007, 2006 and 2005, weighted average options of 76.3 million, 69.1 million, and 99.2 million shares, respectively, with weighted average exercise prices of $50.40, $49.98, and $49.44 per share, respectively, were excluded from the computation of diluted EPS because the options’ exercise prices were greater than the average market price of the Company’s common stock.

13. FEDERAL FUNDS, SECURITIES BORROWED, LOANED, AND SUBJECT TO REPURCHASE AGREEMENTS

Federal funds sold and securities borrowed or purchased under agreements to resell, at their respective fair values, consisted of the following at December 31:

In millions of dollars at year end	2007		2006
Federal funds sold	$	196	$	33
Securities purchased under agreements to resell		98,258		120,603
Deposits paid for securities borrowed		175,612		162,181
Total	$	274,066	$	282,817

Federal funds purchased and securities loaned or sold under agreements to repurchase, at their respective fair values, consisted of the following at December 31:

In millions of dollars at year end	2007		2006
Federal funds purchased	$	6,279	$	18,316
Securities sold under agreements to repurchase		230,880		270,542
Deposits received for securities loaned		67,084		60,377
Total	$	304,243	$	349,235

The resale and repurchase agreements represent collateralized financing transactions used to generate net interest income and facilitate trading activity. These instruments are collateralized principally by government and government agency securities and generally have terms ranging from overnight to up to a year.

It is the Company’s policy to take possession of the underlying collateral, monitor its market value relative to the amounts due under the agreements, and, when necessary, require prompt transfer of additional collateral or

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reduction in the balance in order to maintain contractual margin protection. In the event of counterparty default, the financing agreement provides the Company with the right to liquidate the collateral held. As disclosed in Note 26 on page 167, effective January 1, 2007, the Company elected fair value option accounting in accordance with SFAS 159 for the majority of the resale and repurchase agreements. The remaining portion is carried at the amount of cash initially advanced or received, plus accrued interest, as specified in the respective agreements. Resale agreements and repurchase agreements are reported net by counterparty, when applicable, pursuant to FIN 41. Excluding the impact of FIN 41, resale agreements totaled $151.0 billion and $165.7 billion at December 31, 2007 and 2006, respectively.

A majority of the deposits paid for securities borrowed and deposits received for securities loaned are recorded at the amount of cash advanced or received and are collateralized principally by government and government agency securities and corporate debt and equity securities. The remaining portion is recorded at fair value as certain securities borrowed/loaned portfolios were elected for fair value option accounting in accordance with SFAS 159. This election was made effective in the second quarter of 2007. Securities borrowed transactions require the Company to deposit cash with the lender. With respect to securities loaned, the Company receives cash collateral in an amount generally in excess of the market value of securities loaned. The Company monitors the market value of securities borrowed and securities loaned daily, and additional collateral is obtained as necessary. Securities borrowed and securities loaned are reported net by counterparty, when applicable, pursuant to FIN 39.

14. BROKERAGE RECEIVABLES AND BROKERAGE PAYABLES

The Company has receivables and payables for financial instruments purchased from and sold to brokers and dealers and customers. The Company is exposed to risk of loss from the inability of brokers and dealers or customers to pay for purchases or to deliver the financial instruments sold, in which case the Company would have to sell or purchase the financial instruments at prevailing market prices. Credit risk is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transaction.

The Company seeks to protect itself from the risks associated with customer activities by requiring customers to maintain margin collateral in compliance with regulatory and internal guidelines. Margin levels are monitored daily, and customers deposit additional collateral as required. Where customers cannot meet collateral requirements, the Company will liquidate sufficient underlying financial instruments to bring the customer into compliance with the required margin level.

Exposure to credit risk is impacted by market volatility, which may impair the ability of clients to satisfy their obligations to the Company. Credit limits are established and closely monitored for customers and brokers and dealers engaged in forwards and futures and other transactions deemed to be credit sensitive.

Brokerage receivables and brokerage payables, which arise in the normal course of business, consisted of the following at December 31:

In millions of dollars	2007		2006
Receivables from customers	$	39,137	$	27,408
Receivables from brokers, dealers, and clearing organizations		18,222		17,037
Total brokerage receivables	$	57,359	$	44,445
Payables to customers	$	54,038	$	46,185
Payables to brokers, dealers, and clearing organizations		30,913		38,934
Total brokerage payables	$	84,951	$	85,119

15. TRADING ACCOUNT ASSETS AND LIABILITIES

Trading account assets and liabilities, at fair value, consisted of the following at December 31:

In millions of dollars	2007		2006
Trading account assets
U.S. Treasury and federal agency securities	$	32,180	$	44,661
State and municipal securities		18,574		17,358
Foreign government securities		52,332		33,057
Corporate and other debt securities		181,333		93,891
Derivatives (1)		76,881		49,541
Equity securities		106,868		92,518
Mortgage loans and collateralized mortgage securities		56,740		37,104
Other		14,076		25,795
Total trading account assets	$	538,984	$	393,925
Trading account liabilities
Securities sold, not yet purchased	$	78,541	$	71,083
Derivatives (1)		103,541		74,804
Total trading account liabilities	$	182,082	$	145,887

(1) Pursuant to master netting agreements.

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16. INVESTMENTS

In millions of dollars	2007		2006 (1)
Securities available-for-sale	$	193,113	$	258,124
Non-marketable equity securities carried at fair value (2)		13,603		10,662
Non-marketable equity securities carried at cost (3)		8,291		4,804
Debt securities held-to-maturity (4)		1		1
Total	$	215,008	$	273,591

(1) Reclassified to conform to the current period’s presentation.

(2) Unrealized gains and losses for non-marketable equity securities carried at fair value are recognized in earnings.

(3) Non-marketable equity securities carried at cost are periodically evaluated for other-than-temporary impairment.

(4) Recorded at amortized cost.

The amortized cost and fair value of securities available-for-sale at December 31, 2007 and December 31, 2006 were as follows:

	2007								2006 (1)
In millions of dollars	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Securities available-for-sale
Mortgage-backed securities	$	63,888	$	158	$	971	$	63,075	$	100,264	$	262	$	292	$	100,234
U.S. Treasury and federal agencies		19,428		66		70		19,424		24,872		12		353		24,531
State and municipal		13,342		120		256		13,206		15,152		512		10		15,654
Foreign government		72,339		396		660		72,075		73,943		567		727		73,783
U.S. corporate		13,250		70		470		12,850		14,490		381		237		14,634
Other debt securities		8,734		97		114		8,717		25,108		262		63		25,307
Total debt securities available-for-sale	$	190,981	$	907	$	2,541	$	189,347	$	253,829	$	1,996	$	1,682	$	254,143
Marketable equity securities available-for-sale	$	1,404	$	2,420	$	58	$	3,766	$	3,011	$	1,229	$	259	$	3,981
Total securities available-for-sale	$	192,385	$	3,327	$	2,599	$	193,113	$	256,840	$	3,225	$	1,941	$	258,124

(1) Reclassified to conform to the current period’s presentation.

Citigroup invests in certain complex investment company structures known as Master-Feeder funds by making direct investments in the Feeder funds. Each Feeder fund records its net investment in the Master fund, which is the sole or principal investment of the Feeder fund, and does not consolidate the Master Fund. Citigroup consolidates Feeder funds where it has a controlling interest. At December 31, 2007, the total assets of Citigroup’s consolidated Feeder funds amounted to approximately $0.5 billion. Citigroup has not consolidated approximately $4.3 billion of additional assets and liabilities recorded in the related Master Funds’ financial statements.

At December 31, 2007, the cost of approximately 5,000 investments in equity and fixed income securities exceeded their fair value by $2.599 billion. Of the $2.599 billion, the gross unrealized loss on equity securities was $58 million. Of the remainder, $689 million represents fixed income investments that have been in a gross unrealized loss position for less than a year, and of these 86% are rated investment grade; $1.852 billion represents fixed income investments that have been in a gross unrealized loss position for a year or more, and of these 95% are rated investment grade.

Management has determined that the unrealized losses on the Company’s investments in equity and fixed income securities at December 31, 2007 are temporary in nature. The Company conducts periodic reviews to identify and evaluate investments that have indications of possible impairment. An investment in a debt or equity security is impaired if its fair value falls below its cost and the decline is considered other than temporary. The Company conducts and documents periodic reviews of all securities with unrealized losses to evaluate whether the impairment is other than temporary, in line with FASB Staff Position FAS No. 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (FSP FAS115-1). Any unrealized loss identified as such would be recorded directly in the Consolidated Statement of Income. Factors considered in determining whether a loss is temporary include:

• The length of time and the extent to which fair value has been below cost;

• The severity of the impairment;

• The cause of the impairment and the financial condition and near-term prospects of the issuer;

• Activity in the market of the issuer which may indicate adverse credit conditions; and

• The Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery

The Company’s review for impairment generally entails:

• Identification and evaluation of investments that have indications of possible impairment;

• Analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;

• Discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and

• Documentation of the results of these analyses, as required under business policies.

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The table below shows the fair value of investments in available-for-sale securities that have been in an unrealized loss position for less than 12 months or for 12 months or longer as of December 31, 2007 and 2006:

	Less than 12 months		12 months or longer		Total
In millions of dollars at year end	Fair value	Gross unrealized losses	Fair value	Gross unrealized losses	Fair value	Gross unrealized losses
2007:
Securities available-for-sale
Mortgage-backed securities	$  4,432	$  65	$27,221	$   906	$  31,653	$   971
U.S. Treasury and federal agencies	7,369	28	4,431	42	11,800	70
State and municipal	7,944	190	1,079	66	9,023	256
Foreign government	34,929	305	9,598	355	44,527	660
U.S. corporate	1,489	52	1,789	418	3,278	470
Other debt securities	3,214	49	879	65	4,093	114
Marketable equity securities available-for-sale	60	12	39	46	99	58
Total securities available-for-sale	$59,437	$701	$45,036	$1,898	$104,473	$2,599
2006:
Securities available-for-sale (1)
Mortgage-backed securities	$26,817	$  53	$  4,172	$   239	$  30,989	$   292
U.S. Treasury and federal agencies	14,755	42	4,562	311	19,317	353
State and municipal	1,500	10	42	—	1,542	10
Foreign government	29,385	288	6,888	439	36,273	727
U.S. corporate	1,208	9	1,946	228	3,154	237
Other debt securities	4,389	32	1,024	31	5,413	63
Marketable equity securities available-for-sale	830	257	27	2	857	259
Total securities available-for-sale	$78,884	$691	$18,661	$1,250	$  97,545	$1,941

(1) Reclassified to conform to current period’s presentation.

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The following table presents the amortized cost, fair value, and average yield on amortized cost of debt securities available-for-sale by contractual maturity dates as of December 31, 2007:

In millions of dollars	Amortized cost		Fair value		Yield
U.S. Treasury and federal agencies (1)
Due within 1 year	$	7,792	$	7,778	3.84	%
After 1 but within 5 years		8,518		8,564	3.72
After 5 but within 10 years		2,423		2,398	6.97
After 10 years (2)		23,579		22,880	5.31
Total	$	42,312	$	41,620	4.81	%
State and municipal
Due within 1 year	$	24	$	24	6.00	%
After 1 but within 5 years		68		69	5.88
After 5 but within 10 years		316		325	5.38
After 10 years (2)		12,934		12,788	4.96
Total	$	13,342	$	13,206	4.97	%
All other (3)
Due within 1 year	$	28,911	$	28,835	4.81	%
After 1 but within 5 years		45,872		45,560	5.95
After 5 but within 10 years		12,017		11,614	5.57
After 10 years (2)		48,527		48,512	5.29
Total	$	135,327	$	134,521	5.43	%
Total debt securities available-for-sale	$	190,981	$	189,347	5.26	%

(1) Includes mortgage-backed securities of U.S. federal agencies.

(2) Investments with no stated maturities are included as contractual maturities of greater than 10 years. Actual maturities may differ due to call or prepayment rights.

(3) Includes foreign government, U.S. corporate, asset-backed securities issued by U.S. corporations, and other debt securities. Yields reflect the impact of local interest rates prevailing in countries outside the U.S.

The following table presents interest and dividends on investments:

In millions of dollars	2007		2006		2005
Taxable interest	$	12,233	$	9,155	$	6,546
Interest exempt from U.S. federal income tax		897		660		500
Dividends		357		584		292
Total interest and dividends	$	13,487	$	10,399	$	7,338

The following table represents realized gains and losses from sales of investments:

In millions of dollars	2007			2006			2005
Gross realized investment gains	$	1,435		$	2,119		$	2,275
Gross realized investment losses		(267	)		(328	)		(313	)
Net realized gains	$	1,168		$	1,791		$	1,962

17. LOANS

In millions of dollars at year end	2007			2006 (2)
Consumer
In U.S. offices
Mortgage and real estate (1)	$	251,927		$	225,900
Installment, revolving credit and other		140,797			131,008
Lease financing		3,151			4,743
	$	395,875		$	361,651
In offices outside the U.S.
Mortgage and real estate (1)	$	55,152		$	44,457
Installment, revolving credit and other		139,369			105,393
Lease financing		1,124			960
	$	195,645		$	150,810
	$	591,520		$	512,461
Net unearned income		787			460
Consumer loans, net of unearned income	$	592,307		$	512,921
Corporate
In U.S. offices
Commercial and industrial (3)	$	38,870		$	27,437
Lease financing		1,630			2,101
Mortgage and real estate (1)		2,220			168
	$	42,720		$	29,706
In offices outside the U.S.
Commercial and industrial	$	116,145		$	105,872
Mortgage and real estate (1)		4,156			5,334
Loans to financial institutions		20,467			21,827
Lease financing		2,292			2,024
Governments and official institutions		442			1,857
	$	143,502		$	136,914
	$	186,222		$	166,620
Net unearned income		(536	)		(349	)
Corporate loans, net of unearned income	$	185,686		$	166,271

(1) Loans secured primarily by real estate.

(2) Reclassified to conform to current year’s presentation.

(3) Includes loans not otherwise separately categorized.

Included in the previous loan table are lending products whose terms may give rise to additional credit issues. Credit cards with below-market introductory interest rates, multiple loans supported by the same collateral (e.g., home equity loans), or interest-only loans are examples of such products. However, these products are not material to Citigroup’s financial position and are closely managed via credit controls that mitigate their additional inherent risk.

Impaired loans are those on which Citigroup believes it is probable that it will not collect all amounts due according to the contractual terms of the loan. This excludes smaller-balance homogeneous loans that are evaluated collectively for impairment, and are carried on a cash basis. Valuation allowances for these loans are estimated considering all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan’s contractual effective rate, the secondary market value of the loan and the fair value of collateral less disposal costs.

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The following table presents information about impaired loans:

In millions of dollars at year end	2007		2006		2005
Impaired corporate loans	$	1,735	$	458	$	925
Other impaired loans (1)		241		360		327
Total impaired loans (2)	$	1,976	$	818	$	1,252
Impaired loans with valuation allowances	$	1,724	$	439	$	919
Total valuation allowances (3)		388		122		238
During the year
Average balance of impaired loans	$	1,050	$	767	$	1,432
Interest income recognized on impaired loans	$	101	$	63	$	99

(1) Primarily commercial market loans managed by the Consumer business.

(2) Excludes loans purchased for investment purposes.

(3) Included in the Allowance for loan losses.

In addition, included in the loan table are purchased distressed loans, which are loans that have evidenced significant credit deterioration subsequent to origination but prior to acquisition by Citigroup. In conforming to the requirements of Statement of Position No. 03-3,

“Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (SOP 03-3), which became effective in 2005, these purchased loans were reclassified from Other assets to Loans.

In accordance with SOP 03-3, the difference between the total expected cash flows for these loans and the initial recorded investments must be recognized in income over the life of the loans using a level yield. Accordingly, these loans have been excluded from the impaired loan information presented above. In addition, per the SOP 03-3, subsequent decreases to the expected cash flows for a purchased distressed loan require a build of an allowance so the loan retains its level yield. However, increases in the expected cash flows are first recognized as a reduction of any previously established allowance and then recognized as income prospectively over the remaining life of the loan by increasing the loan’s level yield. Where the expected cash flows cannot reliably be estimated, the purchased distressed loan is accounted for under the cost recovery method.

The carrying amount of the purchased distressed loan portfolio at December 31, 2007 was $2,399 million gross of an allowance of $76 million.

The changes in the accretable yield, related allowance and carrying amount net of accretable yield for 2007 are as follows:

In millions of dollars	Accretable yield		Carrying amount of loan receivable		Allowance
Beginning balance	$   71		$    949		$59
Purchases (1)	325		2,468		—
Disposals/payments received	(7	)	(1,206	)	—
Accretion	(157	)	157		—
Builds (reductions) to the allowance	(39	)	22		17
Increase to expected cash flows	26		9		—
Balance, December 31, 2007 (2)	$ 219		$ 2,399		$76

(1) The balance reported in the column “Carrying amount of loan receivable” consists of $2,097 million of purchased loans accounted for under the level-yield method and $371 million under the cost recovery method. These balances represent the fair value of these loans at their acquisition date. The related total expected cash flows for the level-yield loans were $2,421 million at their acquisition date. The balance reported in the “Accretable yield” column includes the effects from an increase in the expected cash flows of $35 million.

(2) The balance reported in the column “Carrying amount of loan receivable” consists of $1,769 million of loans accounted for under the level-yield method and $630 million accounted for under the cost recovery method.

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18. ALLOWANCE FOR CREDIT LOSSES

In millions of dollars	2007			2006			2005
Allowance for loan losses at beginning of year	$	8,940		$	9,782		$	11,269
Additions
Consumer provision for credit losses(4)		16,191			6,636			8,224
Corporate provision for credit losses		1,233			102			(295	)
Total provision for credit losses	$	17,424		$	6,738		$	7,929
Deductions(1)
Consumer credit losses	$	11,755		$	9,227		$	10,586
Consumer credit recoveries		(1,972	)		(1,965	)		(1,903	)
Net consumer loan losses	$	9,783		$	7,262		$	8,683
Corporate credit losses	$	945		$	314		$	375
Corporate credit recoveries		(277	)		(232	)		(652	)
Net corporate credit losses (recoveries)	$	668		$	82		$	(277	)
Other, net (2)		204			(236	)		(1,010	)
Allowance for loan losses at end of year	$	16,117		$	8,940		$	9,782
Allowance for credit losses on unfunded lending commitments at beginning of year (3)	$	1,100		$	850		$	600
Provision for unfunded lending commitments		150			250			250
Allowance for credit losses on unfunded lending commitments at end of year (3)	$	1,250		$	1,100		$	850
Total allowance for credit losses	$	17,367		$	10,040		$	10,632

(1) Consumer credit losses primarily relate to U.S. mortgages, revolving credit and installment loans. Recoveries primarily relate to revolving credit and installment loans.

(2) 2007 primarily includes reductions to the loan loss reserve of $475 million related to securitizations and transfers to loans held-for-sale, reductions of $83 million related to the transfer of the U.K. CitiFinancial portfolio to held-for-sale, and additions of $610 million related to the acquisition of Egg, Nikko Cordial, Grupo Cuscatlan and Grupo Financiero Uno. 2006 primarily includes reductions to the loan loss reserve of $429 million related to securitizations and portfolio sales and the addition of $84 million related to the acquisition of the CrediCard portfolio. 2005 primarily includes reductions to the loan loss reserve of $584 million related to securitizations and portfolio sales, a reduction of $110 million related to purchase accounting adjustments from the KorAm acquisition, and a reduction of $90 million from the sale of CitiCapital’s transportation portfolio.

(3) Represents additional credit loss reserves for unfunded corporate lending commitments and letters of credit recorded with Other Liabilities on the Consolidated Balance Sheet.

(4) During 2007, the Company changed its estimate of loan losses inherent in the Global Consumer portfolio that were not yet visible in delinquency statistics. The changes in estimate were accounted for prospectively. For the quarter ended March 31, 2007, the change in estimate decreased the Company’s pretax net income by $170 million, or $0.02 per diluted share. For the quarter ended June 30, 2007, the change in estimate decreased the Company’s pretax net income by $240 million, or $0.03 per diluted share. For the quarter ended September 30, 2007, the change in estimate decreased the Company’s pretax net income by $900 million, or $0.11 per diluted share.

19. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in goodwill during 2006 and 2007 were as follows:

In millions of dollars	Goodwill
Balance at December 31, 2005	$	33,130
Purchase accounting adjustment—Legg Mason acquisition		24
Purchase accounting adjustment—FAB acquisition		19
Consolidation of CrediCard business		223
Purchase accounting adjustment—UNISEN acquisition		(8	)
Sale of New York branches		(23	)
Foreign exchange translation and other		50
Balance at December 31, 2006	$	33,415
Acquisition of GFU	$	865
Acquisition of Quilter		268
Acquisition of Nikko Cordial (1)		892
Acquisition of Grupo Cuscatlan		921
Acquisition of Egg		1,471
Acquisition of Old Lane		516
Acquisition of Bisys		872
Acquisition of BOOC		712
Acquisition of ATD		569
Sale of Avantel		(118	)
Foreign exchange translation, acquisitions and other		821
Balance at December 31, 2007	$	41,204

(1) Includes a reduction of $965 million related to the recognition of certain tax benefits.

147

The changes in goodwill by segment during 2006 and 2007 were as follows:

In millions of dollars	Global Consumer			Markets & Banking		Global Wealth Management			Alternative Investments		Corporate/ Other		Total
Balance at December 31, 2005 (1)	$	26,064		$	5,937	$	1,129		$	—	$	—	$	33,130
Goodwill acquired during 2006		270			4		—			—		—	$	274
Goodwill disposed of during 2006		(61	)		—		—			—		—		(61	)
Other (2)		(143	)		224		(9	)		—		—		72
Balance at December 31, 2006	$	26,130		$	6,165	$	1,120		$	—	$	—	$	33,415
Goodwill acquired during 2007	$	2,927		$	2,798	$	844		$	517	$	—	$	7,086
Goodwill disposed of during 2007		(118	)		—		—			—		—		(118	)
Other (2)		409			255		145			12		—		821
Balance at December 31, 2007	$	29,348		$	9,218	$	2,109		$	529	$	—	$	41,204

(1) Reclassified to conform to the current period’s presentation.

(2) Other changes in goodwill primarily reflect foreign exchange effects on non-dollar-denominated goodwill, as well as purchase accounting adjustments.

During 2006 and 2007 no goodwill was written off due to impairment.

Intangible Assets

The components of intangible assets were as follows:

	December 31, 2007						December 31, 2006
In millions of dollars	Gross carrying amount		Accumulated amortization (1)		Net carrying amount		Gross carrying amount		Accumulated amortization (1)		Net carrying amount
Purchased credit card relationships	$	8,499	$	4,045	$	4,454	$	8,391	$	3,512	$	4,879
Core deposit intangibles		1,435		518		917		1,223		489		734
Other customer relationships		2,746		197		2,549		1,044		655		389
Present value of future profits		427		257		170		428		247		181
Other (2)		5,783		1,157		4,626		4,445		805		3,640
Total amortizing intangible assets	$	18,890	$	6,174	$	12,716	$	15,531	$	5,708	$	9,823
Indefinite-lived intangible assets		1,591		N/A		1,591		639		N/A		639
Mortgage servicing rights (1)		8,380		N/A		8,380		5,439		N/A		5,439
Total intangible assets	$	28,861	$	6,174	$	22,687	$	21,609	$	5,708	$	15,901

(1) In connection with the adoption of SFAS 156 on January 1, 2006, the Company elected to subsequently account for MSRs at fair value with the related changes reported in earnings during the respective period. Accordingly, the Company no longer amortizes servicing assets over the period of estimated net servicing income. Prior to the adoption of SFAS 156, accumulated amortization of mortgage servicing rights included the related valuation allowance.

(2) Includes contract-related intangible assets.

N/A Not Applicable.

The intangible assets recorded during 2007 and their respective amortization periods are as follows:

In millions of dollars	2007		Weighted-average amortization period in years
Purchased credit card relationships	$	200	9
Other intangibles		684	12
Core deposit intangibles		331	11
Customer relationship intangibles		1,844	23
Total intangible assets recorded during the period (1)	$	3,059	18

(1) There was no significant residual value estimated for the intangible assets recorded during 2007.

Intangible assets amortization expense was $1,267 million, $1,024 million and $1,842 million for 2007, 2006 and 2005, respectively. Intangible assets amortization expense is estimated to be $1,036 million in 2008, $763 million in 2009, $703 million in 2010, $644 million in 2011, and $608 million in 2012.

148

The changes in intangible assets during 2007 were as follows:

In millions of dollars	Net carrying amount at December 31, 2006		Acquisitions		Amortization			Impairments (1)			FX and other (2)			Net carrying amount at December 31, 2007
Purchased credit card relationships	$	4,879	$	200	$	(661	)	$	(35	)	$	71		$	4,454
Core deposit intangibles		734		331		(109	)		—			(39	)		917
Other customer relationships		389		1,844		(142	)		(180	)		638			2,549
Present value of future profits		181		—		(11	)		—			—			170
Indefinite-lived intangible assets		639		557		—			(73	)		468			1,591
Other		3,640		684		(290	)		—			592			4,626
	$	10,462	$	3,616	$	(1,213	)	$	(288	)	$	1,730		$	14,307
Mortgage servicing rights (3)		5,439													8,380
Total intangible assets	$	15,901												$	22,687

(1) The impairment loss was determined based on a discounted cash flow model as a result of the 2007 Structural Expense Review and is included in Restructuring expense on the Consolidated Statement of Income. There was an additional impairment of $53 million relating to Other customer relationships in Consumer Finance Japan in the third quarter of 2007.

(2) Includes foreign exchange translation and purchase accounting adjustments.

(3) See page 158 for the roll-forward of mortgage servicing rights.

20. DEBT

Short-Term Borrowings

Short-term borrowings consist of commercial paper and other borrowings with weighted average interest rates as follows:

	2007				2006
In millions of dollars at year end	Balance		Weighted average		Balance		Weighted average
Commercial paper
Citigroup Funding Inc.	$	34,939	5.05	%	$	41,767	5.31	%
Other Citigroup Subsidiaries		2,404	3.15	%		1,928	4.55	%
	$	37,343			$	43,695
Other borrowings	$	109,145	3.62	%	$	57,138	4.47	%
Total	$	146,488			$	100,833

Borrowings under bank lines of credit may be at interest rates based on LIBOR, CD rates, the prime rate, or bids submitted by the banks. Citigroup pays commitment fees for its lines of credit.

Some of Citigroup’s nonbank subsidiaries have credit facilities with Citigroup’s subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act.

149

Long-Term Debt

				Balances
In millions of dollars at year end	Weighted average coupon		Maturities	2007		2006
Citigroup Parent Company
Senior notes (1)	4.71	%	2008-2098	$	95,940	$	91,491
Subordinated notes	5.60		2008-2036		51,941		24,084
Junior subordinated notes relating to trust preferred securities	6.96		2027-2067		23,756		9,775
Other Citigroup Subsidiaries
Senior notes (2)	6.12		2008-2099		180,673		111,309
Subordinated notes	5.07		2008-2037		6,551		3,843
Secured debt	5.30		2008-2044		433		426
Citigroup Global Markets Holdings Inc. (3)
Senior notes	4.72		2008-2097		26,545		28,602
Subordinated notes	6.21		2009-2030		4,856		117
Citigroup Funding Inc.(4)(5)
Senior notes	5.34		2008-2051		36,417		18,847
Total				$	427,112	$	288,494
Senior notes				$	339,575	$	250,249
Subordinated notes					63,348		28,044
Junior subordinated notes relating to trust preferred securities					23,756		9,775
Other					433		426
Total				$	427,112	$	288,494

(1) Includes $250 million of notes maturing in 2098.

(2) At December 31, 2007 and 2006, collateralized advances from the Federal Home Loan Bank are $86.9 billion and $81.5 billion, respectively.

(3) Includes Targeted Growth Enhanced Term Securities (TARGETS) with carrying values of $48 million issued by TARGETS Trust XXIV and $243 million issued by TARGETS Trusts XXI through XXIV at December 31, 2007 and December 31, 2006, respectively (collectively, the “CGMHI Trusts”). CGMHI owns all of the voting securities of the CGMHI Trusts. The CGMHI Trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the TARGETS and the CGMHI Trusts’ common securities. The CGMHI Trusts’ obligations under the TARGETS are fully and unconditionally guaranteed by CGMHI, and CGMHI’s guarantee obligations are fully and unconditionally guaranteed by Citigroup.

(4) Includes Targeted Growth Enhanced Term Securities (CFI TARGETS) with carrying values of $55 million and $56 million issued by TARGETS Trusts XXV and XXVI at December 31, 2007 and December 31, 2006, respectively, (collectively, the “CFI Trusts”). CFI owns all of the voting securities of the CFI Trusts. The CFI Trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the CFI TARGETS and the CFI Trusts’ common securities. The CFI Trusts’ obligations under the CFI TARGETS are fully and unconditionally guaranteed by CFI, and CFI’s guarantee obligations are fully and unconditionally guaranteed by Citigroup.

(5) Includes Principal-Protected Trust Securities (Safety First Trust Securities) with carrying values of $301 million issued by Safety First Trust Series 2006-1, 2007-1, 2007-2, 2007-3 and 2007-4 (collectively, the “Safety First Trusts”) at December 31, 2007 and $78 million issued by Safety First Trust Series 2006-1 at December 31, 2006. CFI owns all of the voting securities of the Safety First Trusts. The Safety First Trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the Safety First Trust Securities and the Safety First Trusts’ common securities. The Safety First Trusts’ obligations under the Safety First Trust Securities are fully and unconditionally guaranteed by CFI, and CFI’s guarantee obligations are fully and unconditionally guaranteed by Citigroup.

CGMHI has a syndicated five-year committed uncollateralized revolving line of credit facility with unaffiliated banks totaling $3.0 billion, which matures in 2011. CGMHI also has three-year and one-year bilateral facilities totaling $1.375 billion with unaffiliated banks with borrowings maturing on various dates in 2008 and 2009. At December 31, 2007, $800 million of the bilateral facilities were drawn.

CGMHI also has committed long-term financing facilities with unaffiliated banks. At December 31, 2007, CGMHI had drawn down the full $2.075 billion available under these facilities, of which $1.08 million is guaranteed by Citigroup. A bank can terminate these facilities by giving CGMHI prior notice (generally one year). CGMHI also has substantial borrowing arrangements consisting of facilities that CGMHI has been advised are available, but where no contractual lending obligation exists. These arrangements are reviewed on an ongoing basis to ensure flexibility in meeting CGMHI’s short-term requirements.

The Company issues both fixed and variable rate debt in a range of currencies. It uses derivative contracts, primarily interest rate swaps, to effectively convert a portion of its fixed rate debt to variable rate debt and variable rate debt to fixed rate debt. The maturity structure of the derivatives generally corresponds to the maturity structure of the debt being hedged. In addition, the Company uses other derivative contracts to manage the foreign exchange impact of certain debt issuances. At December 31, 2007, the Company’s overall weighted average interest rate for long-term debt was 5.50% on a contractual basis and 5.12% including the effects of derivative contracts.

150

Aggregate annual maturities of long-term debt obligations (based on final maturity dates) including trust preferred securities are as follows:

In millions of dollars	2008		2009		2010		2011		2012		Thereafter
Citigroup Parent Company	$	12,577	$	14,005	$	16,563	$	13,953	$	20,213	$	94,326
Other Citigroup Subsidiaries		75,172		57,720		15,437		17,640		3,475		18,213
Citigroup Global Markets Holdings Inc.		5,384		3,196		2,728		1,384		2,902		15,807
Citigroup Funding Inc.		7,536		15,569		2,614		1,425		1,441		7,832
Total	$	100,669	$	90,490	$	37,342	$	34,402	$	28,031	$	136,178

Long-term debt at December 31, 2007 and December 31, 2006 includes $23,756 million and $9,775 million, respectively, of junior subordinated debt. The Company formed statutory business trusts under the laws of the state of Delaware. The trusts exist for the exclusive purposes of (i) issuing Trust Securities representing undivided beneficial interests in the assets of the Trust; (ii) investing the gross proceeds of the Trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of its parent; and (iii) engaging in only those activities necessary or incidental thereto. Upon approval from the Federal Reserve, Citigroup has the right to redeem these securities.

Citigroup has contractually agreed not to redeem or purchase (i) the 6.50% Enhanced Trust Preferred Securities of Citigroup Capital XV before September 15, 2056, (ii) the 6.45% Enhanced Trust Preferred Securities of Citigroup Capital XVI before December 31, 2046, (iii) the 6.35% Enhanced Trust Preferred Securities of Citigroup Capital XVII before March 15, 2057, (iv) the 6.829% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities of Citigroup Capital XVIII before June 28, 2047, (v) the 7.250% Enhanced Trust Preferred Securities of Citigroup Capital XIX before August 15, 2047, (vi) the 7.875% Enhanced Trust Preferred Securities of Citigroup Capital XX before December 15, 2067, and (vii) the 8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities of Citigroup Capital

XXI before December 21, 2067 unless certain conditions, described in Exhibit 4.03 to Citigroup’s Current Report on Form 8-K filed on September 18, 2006, in Exhibit 4.02 to Citigroup’s Current Report on Form 8-K filed on November 28, 2006, in Exhibit 4.02 to Citigroup’s Current Report on Form 8-K filed on March 8, 2007, in Exhibit 4.02 to Citigroup’s Current Report on Form 8-K filed on July 2, 2007, in Exhibit 4.02 to Citigroup’s Current Report on Form 8-K filed on August 17, 2007, in Exhibit 4.2 to Citigroup’s Current Report on Form 8-K filed on November 27, 2007, and in Exhibit 4.2 to Citigroup’s Current Report on Form 8-K filed on December 21, 2007, respectively, are met. These agreements are for the benefit of the holders of Citigroup’s 6.00% Junior Subordinated Deferrable Interest Debentures due 2034.

For Regulatory Capital purposes, these Trust Securities remain a component of Tier 1 Capital. See “Capital Resources and Liquidity” on page 75.

Citigroup owns all of the voting securities of these subsidiary trusts. These subsidiary trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the subsidiary trusts and the subsidiary trusts’ common securities. These subsidiary trusts’ obligations are fully and unconditionally guaranteed by Citigroup.

151

The following table summarizes the financial structure of each of the Company’s subsidiary trusts at December 31, 2007:

Trust securities with distributions guaranteed by Citigroup	Issuance date	Securities issued	Liquidation value		Coupon rate	Common shares issued to parent	Junior subordinated debentures owned by trust
							Amount (1)		Maturity	Redeemable by issuer beginning
In millions of dollars, except share amounts
Citigroup Capital III	Dec. 1996	200,000	$	200	7.625%	6,186	$	206	Dec. 1, 2036	Not redeemable
Citigroup Capital VII	July 2001	46,000,000		1,150	7.125%	1,422,681		1,186	July 31, 2031	July 31, 2006
Citigroup Capital VIII	Sept. 2001	56,000,000		1,400	6.950%	1,731,959		1,443	Sept. 15, 2031	Sept. 17, 2006
Citigroup Capital IX	Feb. 2003	44,000,000		1,100	6.000%	1,360,825		1,134	Feb. 14, 2033	Feb. 13, 2008
Citigroup Capital X	Sept. 2003	20,000,000		500	6.100%	618,557		515	Sept. 30, 2033	Sept. 30, 2008
Citigroup Capital XI	Sept. 2004	24,000,000		600	6.000%	742,269		619	Sept. 27, 2034	Sept. 27, 2009
Citigroup Capital XIV	June 2006	22,600,000		565	6.875%	40,000		566	June 30, 2066	June 30, 2011
Citigroup Capital XV	Sept. 2006	47,400,000		1,185	6.500%	40,000		1,186	Sept. 15, 2066	Sept. 15, 2011
Citigroup Capital XVI	Nov. 2006	64,000,000		1,600	6.450%	20,000		1,601	Dec. 31, 2066	Dec. 31, 2011
Citigroup Capital XVII	Mar. 2007	44,000,000		1,100	6.350%	20,000		1,101	Mar. 15, 2067	Mar. 15, 2012
Citigroup Capital XVIII	June 2007	500,000		1,004	6.829%	50		1,004	June 28, 2067	June 28, 2017
Citigroup Capital XIX	Aug. 2007	49,000,000		1,225	7.250%	20		1,226	Aug. 15, 2067	Aug. 15, 2012
Citigroup Capital XX	Nov. 2007	31,500,000		788	7.875%	20,000		788	Dec. 15, 2067	Dec. 15, 2012
Citigroup Capital XXI	Dec. 2007	3,500,000		3,500	8.300%	500		3,501	Dec. 21, 2077	Dec. 21, 2037
Citigroup Capital XXIX	Nov. 2007	1,875,000		1,875	6.320%	10		1,875	Mar. 15, 2041	Mar. 15, 2013
Citigroup Capital XXX	Nov. 2007	1,875,000		1,875	6.455%	10		1,875	Sept. 15, 2041	Sept. 15, 2013
Citigroup Capital XXXI	Nov. 2007	1,875,000		1,875	6.700%	10		1,875	Mar. 15, 2042	Mar. 15, 2014
Citigroup Capital XXXII	Nov. 2007	1,875,000		1,875	6.935%	10		1,875	Sept. 15, 2042	Sept. 15, 2014
Adam Capital Trust III (2)	Dec. 2002	17,500		18	3 mo. LIB +335 bp.	542		18	Jan. 07, 2033	Jan. 07, 2008
Adam Statutory Trust III (2)	Dec. 2002	25,000		25	3 mo. LIB +325 bp.	774		26	Dec. 26, 2032	Dec. 26, 2007
Adam Statutory Trust IV (2)	Sept. 2003	40,000		40	3 mo. LIB +295 bp.	1,238		41	Sept. 17, 2033	Sept. 17, 2008
Adam Statutory Trust V (2)	Mar. 2004	35,000		35	3 mo. LIB +279 bp.	1,083		36	Mar. 17, 2034	Mar. 17, 2009
Total obligated			$	23,535			$	23,697

(1) Represents the proceeds received from the Trust at the date of issuance.

(2) Assumed by Citigroup via Citicorp’s merger with and into Citigroup on August 1, 2005.

In each case, the coupon rate on the debentures is the same as that on the trust securities. Distributions on the trust securities and interest on the debentures are payable quarterly, except for Citigroup Capital III and Citigroup Capital XVIII, on which distributions are payable semiannually.

During 2007, Citigroup issued $1.1 billion, $1.004 billion, $1.225 billion, $788 million, $3.5 billion and $7.5 billion related to the Enhanced Trust Preferred Securities of Citigroup Capital XVII, XVIII, XIX, XX, XXI, and XXIX-XXXII (ADIA) respectively.

On March 18, 2007 and March 26, 2007, Citigroup redeemed for cash all of the $23 million and $25 million Trust Preferred Securities of Adam Statutory Trust I and Adam Statutory Trust II, respectively, at the redemption price of $1,000 per preferred security plus any accrued distributions up to but excluding the date of redemption.

On February 15, 2007, Citigroup redeemed for cash all of the $300 million Trust Preferred Securities of Citicorp Capital I, $450 million of Citicorp Capital II, and $400 million of Citigroup Capital II at the redemption price of $1,000 per preferred security plus any accrued distribution up to but excluding the date of redemption.

On April 23, 2007, Citigroup redeemed for cash all of the $22 million Trust Preferred Securities of Adam Capital Trust II at the redemption price of $1,000 per preferred security plus any accrued distributions up to but excluding the date of redemption.

Please note that Capital Securities XXIX-XXXII that are part of the Upper DECS equity units sold in a private placement to Abu Dhabi Investment Authority have been included in this table.

152

21. PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Perpetual Preferred Stock

The following table sets forth the Company’s perpetual preferred stock outstanding at December 31:

							Carrying Value (in millions of dollars)
	Rate		Redeemable in whole or in part on or after(1)	Redemption price per share(2)		Number of shares	2007		2006
Series F (3)	6.365	%	June 16, 2007	$	250	1,600,000	$	—	$   400
Series G (3)	6.213	%	July 11, 2007	$	250	800,000		—	200
Series H (3)	6.231	%	September 8, 2007	$	250	800,000		—	200
Series M (3)	5.864	%	October 8, 2007	$	250	800,000		—	200
Series V (4)	Fixed/Adjustable		February 15, 2006	$	500	250,000		—	—
							$	—	$1,000

(1) Under various circumstances, the Company may redeem certain series of preferred stock at times other than described above.

(2) Liquidation preference per share equals redemption price per share.

(3) Issued as depositary shares, each representing a one-fifth interest in a share of the corresponding series of preferred stock.

(4) Issued as depositary shares, each representing a one-tenth interest in a share of the corresponding series of preferred stock.

All dividends on the Company’s perpetual preferred stock are payable quarterly and are cumulative.

On February 15, 2006, Citigroup redeemed for cash all outstanding shares of its Fixed/Adjustable Rate Cumulative Preferred Stock, Series V. The redemption price was $50 per depositary share, plus accrued dividends to the date of redemption. At the date of redemption, the value of the Series V Preferred Stock was $125 million.

On June 18, 2007, Citigroup redeemed for cash shares of its 6.365% Cumulative Preferred Stock, Series F, at the redemption price of $50 per depository share, plus accrued dividends to the date of redemption. At the date of redemption, the value of the Series F Preferred Stock was $400 million.

On July 11, 2007, Citigroup redeemed for cash shares of its 6.213% Cumulative Preferred Stock, Series G, at the redemption price of $50 per depository share, plus accrued dividends to the date of redemption. At the date of redemption, the value of the Series G Preferred Stock was $200 million.

On September 10, 2007, Citigroup redeemed for cash shares of its 6.231% Cumulative Preferred Stock, Series H, at the redemption price of $50 per

depository share, plus accrued dividends to the date of redemption. At the date of redemption, the value of the Series H Preferred Stock was $200 million.

On October 9, 2007, Citigroup redeemed for cash shares of its 5.864% Cumulative Preferred Stock, Series M, at the redemption price of $50 per depository share, plus accrued dividends to the date of redemption. At the date of redemption, the value of the Series M Preferred Stock was $200 million.

Regulatory Capital

Citigroup is subject to risk based capital and leverage guidelines issued by the Board of Governors of the Federal Reserve System (FRB). Its U.S. insured depository institution subsidiaries, including Citibank, N.A., are subject to similar guidelines issued by their respective primary federal bank regulatory agencies. These guidelines are used to evaluate capital adequacy and include the required minimums shown in the following table.

The regulatory agencies are required by law to take specific prompt actions with respect to institutions that do not meet minimum capital standards. As of December 31, 2007 and 2006, all of Citigroup’s U.S. insured subsidiary depository institutions were “well capitalized.”

At December 31, 2007, regulatory capital as set forth in guidelines issued by the U.S. federal bank regulators is as follows:

In millions of dollars	Required minimum		Well- capitalized minimum		Citigroup (1) (4)		Citibank, N.A. (1) (4)
Tier 1 Capital					$  89,226		$  81,952
Total Capital (2)					134,121		121,613
Tier 1 Capital Ratio	4.0	%	6.0	%	7.12	%	8.98	%
Total Capital Ratio (2)	8.0		10.0		10.70		13.33
Leverage Ratio (3)	3.0		5.0	(5)	4.03		6.65

(1) The FRB granted interim capital relief for the impact of adopting SFAS 158.

(2) Total Capital includes Tier 1 and Tier 2.

(3) Tier 1 Capital divided by adjusted average assets.

(4) The impact related to using Citigroup’s credit rating in valuing Citigroup’s derivatives and debt carried at fair value upon the adoption of SFAS 157 is excluded from Tier 1 Capital at December 31, 2007.

(5) Applicable only to depository institutions. For bank holding companies to be “well capitalized,” they must maintain a minimum Leverage Ratio of 3%.

153

Banking Subsidiaries

There are various legal limitations on the ability of Citigroup’s subsidiary depository institutions to extend credit, pay dividends or otherwise supply funds to Citigroup and its nonbank subsidiaries. The approval of the Office of the Comptroller of the Currency, in the case of national banks, or the Office of Thrift Supervision, in the case of federal savings banks, is required if total dividends declared in any calendar year exceed amounts specified by the applicable agency’s regulations. State-chartered depository institutions are subject to dividend limitations imposed by applicable state law.

As of December 31, 2007, Citigroup’s subsidiary depository institutions can declare dividends to their parent companies, without regulatory approval, of approximately $13.4 billion. In determining the dividends, each depository institution must also consider its effect on applicable risk based capital and Leverage Ratio requirements, as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Consistent with these considerations, Citigroup estimates that, as of December 31, 2007, its subsidiary depository institutions can distribute dividends to Citigroup for all of the available $13.4 billion.

Non-Banking Subsidiaries

Citigroup also receives dividends from its nonbank subsidiaries. These nonbank subsidiaries are generally not subject to regulatory restrictions on dividends.

The ability of CGMHI to declare dividends can be restricted by capital considerations of its broker-dealer subsidiaries.

In millions of dollars
Subsidiary	Jurisdiction	Net capital or equivalent		Excess over minimum requirement
Citigroup Global Markets Inc.	U.S. Securities and Exchange Commission         Uniform Net Capital     Rule (Rule 15c3-1)	$	5,398	$	4,607
Citigroup Global Markets Limited	United Kingdom’s Financial Services Authority	$	14,509	$	5,937

154

22. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in each component of “Accumulated Other Comprehensive Income (Loss)” for the three-year period ended December 31, 2007 are as follows:

In millions of dollars	Net unrealized gains on investment securities			Foreign currency translation adjustment			Cash flow hedges			Pension liability adjustments			Accumulated other comprehensive income (loss)
Balance, January 1, 2005	$	2,633		$	(3,110	)	$	173		$	—		$	(304	)
Decrease in net unrealized gains on investment securities, net of taxes (1)		(274	)		—			—			—			(274	)
Less: Reclassification adjustment for gains included in net income, net of taxes (1)		(1,275	)		—			—			—			(1,275	)
Foreign currency translation adjustment, net of taxes (2)		—			(980	)		—			—			(980	)
Cash flow hedges, net of taxes		—			—			439			—			439
Minimum Pension liability adjustment, net of taxes (3)		—			—			—			(138	)		(138	)
Change	$	(1,549	)	$	(980	)	$	439		$	(138	)	$	(2,228	)
Balance, December 31, 2005	$	1,084		$	(4,090	)	$	612		$	(138	)	$	(2,532	)
Increase in net unrealized gains on investment securities, net of taxes (4)		1,023			—			—			—			1,023
Less: Reclassification adjustment for gains included in net income, net of taxes (4)		(1,164	)		—			—			—			(1,164	)
Foreign currency translation adjustment, net of taxes (5)		—			1,294			—			—			1,294
Cash flow hedges, net of taxes		—			—			(673	)		—			(673	)
Minimum Pension liability adjustment, net of taxes (3)		—			—			—			(1	)		(1	)
Adjustment to initially apply SFAS No. 158, net of taxes		—			—			—			(1,647	)		(1,647	)
Change	$	(141	)	$	1,294		$	(673	)	$	(1,648	)	$	(1,168	)
Balance, December 31, 2006	$	943		$	(2,796	)	$	(61	)	$	(1,786	)	$	(3,700	)
Adjustment to opening balance, net of taxes (6)		149			—			—			—			149
Adjusted balance, beginning of year	$	1,092		$	(2,796	)	$	(61	)	$	(1,786	)	$	(3,551	)
Increase in net unrealized gains on investment securities, net of taxes		138			—			—			—			138
Less: Reclassification adjustment for gains included in net income, net of taxes		(759	)		—			—			—			(759	)
Foreign currency translation adjustment, net of taxes (7)		—			2,024			—			—			2,024
Cash flow hedges, net of taxes (8)		—			—			(3,102	)		—			(3,102	)
Pension liability adjustment, net of taxes (9)		—			—			—			590			590
Change	$	(621	)	$	2,024		$	(3,102	)	$	590		$	(1,109	)
Balance, December 31, 2007	$	471		$	(772	)	$	(3,163	)	$	(1,196	)	$	(4,660	)

(1) Primarily due to realized gains, including $1.5 billion after-tax, resulting from the sale of the Life Insurance and Annuities business.

(2) Reflects, among other items, the movements in the Japanese yen, British pound, Bahamian dollar, and Mexican peso against the U.S. dollar, and changes in related tax effects.

(3) Additional minimum liability, as required by SFAS No. 87, “Employers’ Accounting for Pensions” (SFAS 87), related to unfunded or book reserve plans, such as the U.S. nonqualified pension plans and certain foreign pension plans.

(4) Primarily related to activities in the Company’s Mortgage-Backed Securities Program.

(5) Reflects, among other items, the movements in the British pound, euro, Korean won, Polish zloty, and Mexican peso against the U.S. dollar, and changes in related tax effects.

(6) The after-tax adjustment to the opening balance of Accumulated other comprehensive income (loss) represents the reclassification of the unrealized gains (losses) related to the Legg Mason securities, as well as several miscellaneous items previously reported in accordance with SFAS 115. The related unrealized gains and losses were reclassified to retained earnings upon the adoption of the fair value option in accordance with SFAS 159. See Notes 1 and 26 on pages 111 and 167, respectively, for further discussions.

(7) Reflects, among other items, the movements in the euro, Brazilian real, Canadian dollar, Polish zloty, Indian rupee, and Australian dollar against the U.S. dollar, and related tax effects.

(8) Primarily reflects the decrease in market interest rates during the second half of 2007 on Citigroup’s pay-fixed/receive-floating swap programs that are hedging floating rate deposits and long-term debt. Also reflects the widening of interest rate spreads during the period.

(9) Reflects adjustments to funded status of pension and postretirement plans as required by SFAS 158.

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23. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

The Company primarily securitizes credit card receivables and mortgages. Other types of assets securitized include corporate debt instruments (in cash and synthetic form), auto loans, and student loans.

After securitization of credit card receivables, the Company continues to maintain credit card customer account relationships and provides servicing for receivables transferred to the trusts. The Company also arranges for third parties to provide credit enhancement to the trusts, including cash collateral accounts, subordinated securities, and letters of credit. As specified in some of the sale agreements, the net revenue collected each month is accumulated up to a predetermined maximum amount, and is available over the remaining term of that transaction to make payments of yield, fees, and transaction costs in the event that net cash flows from the receivables are not sufficient. Once the predetermined amount is reached, net revenue is recognized by the Citigroup subsidiary that sold the receivables.

The Company provides a wide range of mortgage and other loan products to a diverse customer base. In connection with the securitization of

these loans, the Company’s U.S. Consumer business retains the servicing rights, which entitle the Company to a future stream of cash flows based on the outstanding principal balances of the loans and the contractual servicing fee. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees. In non-recourse servicing, the principal credit risk to the Company is the cost of temporary advances of funds. In recourse servicing, the servicer agrees to share credit risk with the owner of the mortgage loans such as FNMA or FHLMC or with a private investor, insurer, or guarantor. Losses on recourse servicing occur primarily when foreclosure sale proceeds of the property underlying a defaulted mortgage loan are less than the outstanding principal balance and accrued interest of the loan and the cost of holding and disposing of the underlying property. The Company’s mortgage loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. Markets & Banking retains servicing for a limited number of its mortgage securitizations.

The following tables summarize selected cash flow information related to credit card, mortgage, and certain other securitizations for the years 2007, 2006, and 2005:

	2007
In billions of dollars	Credit cards	U.S. Consumer mortgages	Markets & Banking mortgages	Other (1)
Proceeds from new securitizations	$  36.2	$107.2	$40.1	$13.9
Proceeds from collections reinvested in new receivables	218.0	—	—	2.0
Contractual servicing fees received	2.1	1.7	—	0.1
Cash flows received on retained interests and other net cash flows	7.6	0.3	0.3	0.2

	2006
In billions of dollars	Credit cards	U.S. Consumer mortgages	Markets & Banking mortgages	Other (1)
Proceeds from new securitizations	$  20.2	$67.5	$31.9	$8.8
Proceeds from collections reinvested in new receivables	213.1	—	—	1.8
Contractual servicing fees received	2.1	1.0	—	0.1
Cash flows received on retained interests and other net cash flows	7.9	—	0.2	0.1

	2005
In billions of dollars	Credit cards	U.S. Consumer mortgages	Markets & Banking mortgages	Other (1)
Proceeds from new securitizations	$  21.6	$58.9	$26.3	$8.0
Proceeds from collections reinvested in new receivables	201.3	—	—	1.5
Contractual servicing fees received	1.9	0.9	—	—
Cash flows received on retained interests and other net cash flows	6.4	0.1	—	0.1

(1) Other includes student loans and other assets.

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The Company recognized gains on securitizations of U.S. Consumer mortgages of $279 million, $82 million, and $197 million for 2007, 2006, and 2005, respectively. In 2007, the Company recorded net gains of $1,084 million and, in 2006 and 2005, recorded net gains of $1,267 million and $1,168 million, respectively, related to the securitization of credit card receivables. Gains recognized on the securitization of Markets & Banking

activities and other assets during 2007, 2006 and 2005 were $145 million, $302 million and $220 million, respectively.

Key assumptions used for the securitization of credit cards, mortgages, and certain other assets during 2007 and 2006 in measuring the fair value of retained interests at the date of sale or securitization are as follows:

	2007
	Credit cards	U.S. Consumer mortgages	Markets & Banking mortgages	Other (1)
Discount rate	12.8% to 16.8%	9.6% to 17.5%	2.5% to 30.1%	10.2% to 10.5%
Constant prepayment rate	6.5% to 22.0%	4.9% to 24.2%	6.1% to 52.5%	3.5% to 3.8%
Anticipated net credit losses	3.4% to 6.4%	N/A	10.0% to 100.0%	0.3%

(1) Other includes student loans and other assets.

	2006
	Credit cards	U.S. Consumer mortgages	Markets & Banking mortgages	Other (1)
Discount rate	12.0% to 16.2%	8.6% to 14.1%	4.1% to 27.9%	10.0% to 12.0%
Constant prepayment rate	6.4% to 21.7%	6.0% to 16.5%	9.0% to 52.5%	5.0% to 13.8%
Anticipated net credit losses	3.8% to 6.1%	N/A	0.0% to 100.0%	0.0%

(1) Other includes student loans and other assets.

As required by SFAS 140, the effect of two negative changes in each of the key assumptions used to determine the fair value of retained interests must be disclosed. The negative effect of each change must be calculated independently, holding all other assumptions constant. Because the key assumptions may not in fact be independent, the net effect of simultaneous

adverse changes in the key assumptions may be less than the sum of the individual effects shown below.

At December 31, 2007, the key assumptions used to value retained interests and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions were as follows:

Key Assumptions at December 31, 2007

	2007
	Credit cards	U.S. Consumer mortgages (1)	Markets & Banking mortgages	Other (2)
Discount rate	13.3% to 16.8%	12.4%	2.5% to 30.1%	10.6% to 12.6%
Constant prepayment rate	7.2% to 21.0%	14.4%	6.1% to 50.0%	3.3% to 11.4%
Anticipated net credit losses	4.4% to 6.4%	N/A	10.0% to 80.0%	0.3% to 1.1%
Weighted average life	10.6 to 11.0 months	6.6 years	1.3 to 10.7 years	5 to 9 years

(1) Includes mortgage servicing rights.

(2) Other includes student loans and other assets.

	2007
In millions of dollars	Credit cards			U.S. Consumer mortgages			Markets & Banking mortgages			Other (1)
Carrying value of retained interests	$	11,739		$	13,801		$	4,617		$	2,142
Discount Rates
Adverse change of 10%	$	(67	)	$	(266	)	$	(107	)	$	(27	)
Adverse change of 20%		(132	)		(519	)		(207	)		(53	)
Constant prepayment rate
Adverse change of 10%	$	(246	)	$	(575	)	$	(11	)	$	(13	)
Adverse change of 20%		(461	)		(1,099	)		(2	)		(26	)
Anticipated net credit losses
Adverse change of 10%	$	(481	)	$	(7	)	$	(149	)	$	(8	)
Adverse change of 20%		(891	)		(14	)		(250	)		(15	)

(1) Other includes student loans and other assets.

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Managed Loans

After securitization of credit card receivables, the Company continues to maintain credit card customer account relationships and provides servicing for receivables transferred to the trusts. As a result, the Company considers the securitized credit card receivables to be part of the business it manages.

The following tables present a reconciliation between the managed basis and on-balance sheet credit card portfolios and the related delinquencies (loans which are 90 days or more past due) and credit losses, net of recoveries.

In millions of dollars, except loans in billions	2007		2006
Loan amounts, at year end
On balance sheet	$	88.5	$	75.5
Securitized amounts		108.1		99.5
Loans held-for-sale		1.0		—
Total managed loans	$	197.6	$	175.0
Delinquencies, at year end
On balance sheet	$	1,820	$	1,427
Securitized amounts		1,864		1,616
Loans held-for-sale		14		—
Total managed delinquencies	$	3,698	$	3,043

Credit losses, net of recoveries, for the year ended December 31,	2007		2006		2005
On balance sheet	$	3,678	$	3,088	$	3,404
Securitized amounts		4,752		3,985		5,326
Loans held-for-sale		—		5		28
Total managed	$	8,430	$	7,078	$	8,758

Mortgage Servicing Rights

The fair value of capitalized mortgage loan servicing rights (MSRs) was $8.4 billion and $5.4 billion at December 31, 2007 and 2006, respectively. The following table summarizes the changes in capitalized MSRs:

In millions of dollars	2007			2006
Balance, beginning of year	$	5,439		$	4,339
Originations		1,843			1,010
Purchases		3,678			673
Changes in fair value of MSRs due to changes in inputs and assumptions		(247	)		309
Transfer to Trading account assets		(1,026	)		—
Other changes (1)		(1,307	)		(892	)
Balance, end of year	$	8,380		$	5,439

(1) Represents changes due to customer payments and passage of time.

The market for MSRs is not sufficiently liquid to provide participants with quoted market prices. Therefore, the Company uses an option-adjusted spread valuation approach to determine the fair value of MSRs. This approach consists of projecting servicing cash flows under multiple interest rate scenarios, and discounting these cash flows using risk-adjusted discount rates. The key assumptions used in the valuation of MSRs include mortgage

prepayment speeds and discount rates. The model assumptions and the MSRs’ fair value estimates are compared to observable trades of similar MSR portfolios and interest-only security portfolios, as well as to MSR broker valuations and industry surveys. The cash flow model and underlying prepayment and interest rate models used to value these MSRs are subject to validation in accordance with the Company’s model validation policies.

Key economic assumptions used in determining the fair value of MSRs at December 31, 2007 were as follows:

	2007	2006
Discount rate	12.4%	10.6%
Constant prepayment rate	14.4%	11.7%
Weighted average life	6.6 years	6.1 years

The fair value of the MSRs is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. In managing this risk, the Company economically hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase commitments of mortgage-backed securities, and purchased securities classified as trading. The amount of contractually specified servicing fees, late fees and ancillary fees earned were $1,683 million, $90 million and $61 million, respectively, for the year ended December 31, 2007. In 2006, servicing, late and ancillary fees were $1,036 million, $56 million and $45 million, respectively. These fees are classified in the Consolidated Statement of Income as Commissions and Fees.

Special-Purpose Entities

Primary Uses of and Involvement in SPEs

Citigroup is involved with many types of special-purpose entities (SPEs) in the normal course of business. The primary uses of SPEs are to obtain sources of liquidity for the Company and its clients through securitization vehicles and commercial paper conduits; to create investment products for clients; to provide asset-based financing to clients; or to raise financing for the Company.

The Company provides various products and services to SPEs. For example, it may:

• Underwrite securities issued by SPEs and subsequently make a market in those securities;

• Provide liquidity facilities to support short-term obligations of the SPE issued to third parties;

• Provide loss enhancement in the form of letters of credit, guarantees, credit default swaps or total return swaps (where the Company receives the total return on certain assets held by the SPE);

• Enter into derivative contracts with the SPE;

• Act as investment manager;

• Provide debt financing to or have an ownership interest in the SPE; or

• Provide administrative, trustee or other services.

158

SPEs used by the Company are generally accounted for as qualifying SPEs (QSPEs) or Variable Interest Entities (VIEs), as described below.

Qualifying SPEs

QSPEs are a special class of SPEs defined in FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (SFAS 140). These SPEs have significant limitations on the types of assets and derivative instruments they may own and the types and extent of activities and decision-making they may engage in. Generally, QSPEs are passive entities designed to purchase assets and pass through the cash flows from those assets to the investors in the QSPE. QSPEs may not actively manage their assets through discretionary sales and are generally limited to making decisions inherent in servicing activities and issuance of liabilities. QSPEs are generally exempt from consolidation by the transferor of assets to the QSPE and any investor or counterparty.

The following table summarizes the Company’s involvement in QSPEs by business segment at December 31, 2007 and 2006:

	Assets of QSPEs				Retained interests
In millions of dollars	2007		2006		2007		2006
Global Consumer
Credit Cards	$	125,109	$	111,766	$	11,739	$	9,081
Mortgages		516,802		333,804		13,801		6,279
Other		14,882		12,538		981		982
Total	$	656,793	$	458,108	$	26,521	$	16,342
Markets & Banking
Mortgages	$	84,093	$	69,449	$	4,617	$	2,495
Municipal TOBs		10,556		—		817		—
DSC Securitizations and other		14,526		13,600		344		357
Total	$	109,175	$	83,049	$	5,778	$	2,852
Citigroup Total	$	765,968	$	541,157	$	32,299	$	19,194

Credit Card Master Trusts

The Company securitizes credit card receivables through trusts which are established to purchase the receivables. Citigroup sells receivables into the QSPE trusts on a non-recourse basis. Credit card securitizations are revolving securitizations; that is, as customers pay their credit card balances, the cash proceeds are used to purchase new receivables and replenish the receivables in the trust. The Company relies on securitizations to fund a significant portion of its managed U.S. Cards business.

Citigroup is not a provider of liquidity facilities to the Dakota commercial paper program of the Citibank Master Credit Card Trust. However, Citibank (South Dakota), N. A. is the sole provider of liquidity to the Palisades commercial paper program in the Omni Master Trust. This liquidity facility is made available on market terms and pricing to Omni Palisades and covers each issuance of commercial paper. The liquidity facility requires Citibank (South Dakota), N.A. to purchase Palisades commercial paper at maturity if the commercial paper does not roll over as long as there are available credit enhancements outstanding, typically in the form of subordinated notes. At December 31, 2007, this liquidity commitment amounted to $7.5 billion.

Mortgage and Other Consumer Loan Securitization Vehicles

The Company’s Consumer business provides a wide range of mortgage and other consumer loan products to its customers. Once originated, the Company often securitizes these loans (primarily mortgage and student loans) through the use of QSPEs. In addition to providing a source of liquidity and less expensive funding, securitizing these assets also reduces the Company’s credit exposure to the borrowers. These mortgage and student loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. However, the Company generally retains the servicing rights and a residual interest in future cash flows from the trusts.

Municipal Tender Option Bond (TOB) QSPEs

The Company sponsors QSPE TOB trusts that hold municipal securities and issue long-term senior floating-rate notes (“Floaters”) to third-party investors and junior residual securities (“Residuals”) to the Company. The discussion of municipal securities Tender Option Bond (“TOB”) Trusts on page 163 addresses the structure of these QSPE TOB trusts, along with other Proprietary TOB trusts and Customer TOB trusts.

Unlike other Proprietary TOB trusts, and to conform to the requirements for a QSPE, the Company has no ability to unilaterally unwind QSPE TOB trusts. The Company would reconsider consolidation of the QSPE TOB trusts in the event that the amount of Floaters held by third parties decreased to such a level that the QSPE TOB trusts no longer met the definition of a QSPE because of insufficient third-party investor ownership of the Floaters.

Mutual Fund Deferred Sales Commission (DSC) Securitizations

Mutual Fund Deferred Sales Commission (DSC) receivables are assets purchased from distributors of mutual funds that are backed by distribution fees and contingent deferred sales charges (CDSC) generated by the distribution of certain shares to mutual fund investors. These share investors pay no upfront load, but the shareholder agrees to pay, in addition to the management fee imposed by the mutual fund, the distribution fee over a period of time and the CDSC (a penalty for early redemption to recover lost distribution fees). Asset managers use the proceeds from the sale of DSC receivables to cover the sales commissions associated with the shares sold.

The Company purchases these receivables from mutual fund distributors and sells a diversified pool of receivables to a trust. The trust in turn issues two tranches of securities:

• Senior term notes (generally 92-94%) via private placement to third-party investors. These notes are structured to have at least a single “A” rating standard. The senior notes receive all cash distributions until fully repaid, which is generally approximately 5-6 years;

• A residual certificate in the trust (generally 6-8%) to the Company. This residual certificate is fully subordinated to the senior notes, and receives no cash flows until the senior notes are fully paid.

159

Mortgage Loan Securitizations

Markets & Banking is active in structuring and underwriting residential and commercial mortgage-backed securitizations. In these transactions, the Company or its customer transfers loans into a bankruptcy-remote SPE. These SPEs are designed to be QSPEs as described above. The Company may hold residual interests and other securities issued by the SPEs until they can be sold to independent investors, and makes a market in those securities on an ongoing basis. The Company sometimes retains servicing rights for certain entities. These securities are held as trading assets on the balance sheet, are managed as part of the Company’s trading activities, and are marked to market with most changes in value recognized in earnings. The table above shows the assets and retained interests for mortgage QSPEs in which the Company acted as principal in transferring mortgages to the QSPE.

Variable Interest Entities

VIEs are entities defined in FIN 46-R as entities which either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights, right to receive the expected residual returns of the entity, and obligation to absorb the expected losses of the entity). Investors that finance the VIE through debt or equity interests, or other counterparties that provide other forms of support, such as guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. The variable interest holder, if any, that will absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual returns, or both, is deemed to be the primary beneficiary and must consolidate the VIE. Consolidation under FIN 46-R is based on expected losses and residual returns, which consider various scenarios on a probability-weighted basis. Consolidation of a VIE is, therefore, determined based primarily on variability generated in scenarios that are considered most likely to occur, rather than based on scenarios that are considered more remote. Certain variable interests may absorb significant amounts of losses or residual returns contractually, but if those scenarios are considered very unlikely to occur, they may not lead to consolidation of the VIE.

All of these facts and circumstances are taken into consideration when determining whether the Company has variable interests that would deem it the primary beneficiary and, therefore, require consolidation of the related VIE or otherwise rise to the level where disclosure would provide useful information to the users of the Company’s financial statements. In some cases, it is qualitatively clear based on the extent of the Company’s involvement or the seniority of its investments that the Company is not the primary beneficiary of the VIE. In other cases, more detailed and quantitative analysis is required to make such a determination.

FIN 46-R requires disclosure of the Company’s maximum exposure to loss where the Company has “significant” variable interests in an

unconsolidated VIE. FIN 46-R does not define “significant” and, as such, judgment is required. The Company generally considers the following types of involvement to be “significant”:

• Retaining any amount of debt financing (e.g., loans, notes, bonds, or other debt instruments), or an equity investment (e.g., common shares, partnership interests, or warrants) in any VIE where the Company has assisted with the structure of the transaction;

• Writing a “liquidity put” or other facility to support the issuance of short-term notes;

• Writing credit protection (e.g., guarantees, letters of credit, credit default swaps or total return swaps where the Company receives the total return or risk on the assets held by the VIE); or

• Certain transactions where the Company is the investment manager and receives variable fees for services.

Beginning in December 2007, the Company’s definition of “significant” involvement generally includes all variable interests held by the Company, even those where the likelihood of loss or the notional amount of exposure to any single legal entity is small. The Company has conformed the 2006 disclosure data presented to be consistent to this interpretation. Prior to December 2007, certain interests were deemed insignificant due to the substantial credit enhancement or subordination protecting the Company’s interest in the VIE (for example, in certain asset-based financing transactions) or due to the insignificance of the amount of the Company’s interest compared to the total assets of the VIE (for example, in certain commercial paper conduits administered by third parties). Involvement with a VIE as described above, regardless of the seniority or perceived risk of the Company’s involvement, is now included as significant. The Company believes that this more expansive interpretation of “significant” provides more meaningful and consistent information regarding its involvement in various VIE structures and provides more data for an independent assessment of the potential risks of the Company’s involvement in various VIEs and asset classes.

In various other transactions the Company may act as a derivative counterparty (for example, interest rate swap, cross-currency swap, or purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE); may act as underwriter or placement agent; may provide administrative, trustee, or other services; or may make a market in debt securities or other instruments issued by VIEs. The Company generally considers such involvement, by itself, “not significant” under FIN 46-R.

160

The following table summarizes the Company’s significant involvement in VIEs in millions of dollars:

	As of December 31, 2007										As of December 31, 2006
	Maximum exposure to loss in unconsolidated VIEs (2)														Maximum exposure to loss in unconsolidated VIEs (2)
	Consolidated VIEs		Significant unconsolidated VIEs (1)		Funded		Unfunded		Total		Consolidated VIEs		Significant unconsolidated VIEs (1)		Total
Global Consumer
Credit Cards	$	242	$	—	$	—	$	—	$	—	$	527	$	—	$	—
Mortgages		63		—		—		—		—		915		—		—
Investment funds		276		610		14		—		14		—		—		—
Leasing		35		—		—		—		—		53		—		—
Other		1,385		—		—		—		—		1,961		426		20
Total	$	2,001	$	610	$	14	$	—	$	14	$	3,456	$	426	$	20
Markets & Banking
Citi-administered asset-backed commercial paper conduits (ABCP)	$	—	$	72,558	$	—	$	72,558	$	72,558	$	—	$	62,802	$	62,802
Third-party commercial paper conduits		—		27,021		—		2,154		2,154		—		37,003		2,728
Collateralized debt obligations (CDOs)		22,312		51,794		4,899		9,080		13,979		—		60,475		39,780
Collateralized loan obligations (CLOs)		1,353		21,874		2,325		2,437		4,762		1,297		17,328		2,930
Asset-based financing		4,468		91,604		27,071		7,226		34,297		4,171		59,575		24,908
Municipal securities tender option bond trusts (TOBs)		17,003		22,570		—		17,843		17,843		17,313		14,946		11,872
Municipal investments		53		13,662		1,627		1,084		2,711		161		9,647		2,191
Client intermediation		2,790		9,593		1,250		393		1,643		1,044		795		165
Other		12,642		10,298		917		958		1,875		13,885		1,023		147
Total	$	60,621	$	320,974	$	38,089	$	113,733	$	151,822	$	37,871	$	263,594	$	147,523
Global Wealth Management
Investment funds	$	590	$	52	$	40	$	5	$	45	$	513	$	746	$	46
Alternative Investments
Structured investment vehicles	$	58,543	$	—	$	—	$	—	$	—	$	—	$	79,847	$	—
Investment funds		45		10,934		205		—		205		211		33,940		144
Total	$	58,588	$	10,934	$	205	$	—	$	205	$	211	$	113,787	$	144
Corporate/Other
Trust Preferred Securities	$	—	$	23,756	$	162	$	—	$	162	$	—	$	9,775	$	197
Total Citigroup (3)	$	121,800	$	356,326	$	38,510	$	113,738	$	152,248	$	42,051	$	388,328	$	147,930

(1) A significant unconsolidated VIE is an entity where the Company has any variable interest considered to be significant as discussed on page 160, regardless of the likelihood of loss, or the notional amount of exposure.

(2) Definition of maximum exposure to loss is included in the text that follows.

(3) The December 31, 2006 totals have been reclassified to conform to the Company’s current definition of significant involvement.

This table does not include:

• Certain venture capital investments made by some of the Company’s private equity subsidiaries, as the Company accounts for these investments in accordance with the Investment Company Audit Guide;

• Certain limited partnerships where the Company is the general partner and the limited partners have the right to replace the general partner or liquidate the funds;

• Certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services;

• VIEs structured by third parties where the Company holds securities in trading inventory. These investments are made on arm’s-length terms, and are typically held for relatively short periods of time; and

• Transferred assets to a VIE where the transfer did not qualify as a sale and where the Company did not have any other involvement that is deemed to be a variable interest with the VIE. These transfers are accounted for as secured borrowings by the Company.

The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Company. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the legal form of the asset (security or loan) and the Company’s standard accounting policies for the asset type and line of business.

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The asset balances for unconsolidated VIEs where the Company has significant involvement represent the most current information available to the Company regarding the remaining principal balance of cash assets owned. In most cases, the asset balances represent an amortized cost basis without regard to impairments in fair value, unless fair value information is readily available to the Company. For VIEs that obtain asset exposures synthetically through derivative instruments (for example, synthetic CDOs), the Company includes the full original notional amount of the derivative as an asset.

The maximum exposure (funded) represents the balance sheet carrying amount of the Company’s investment in the VIE. It reflects the initial amount of cash invested in the VIE plus any accrued interest and is adjusted for any impairments in value recognized in earnings and any cash principal payments received. The maximum exposure of unfunded positions represents the remaining undrawn committed amount, including liquidity and credit facilities provided by the Company, or the notional amount of a derivative instrument considered to be a variable interest, adjusted for any declines in fair value recognized in earnings. In certain transactions, the Company has entered into derivative instruments or other arrangements that are not considered variable interests in the VIE under FIN 46-R (for example, interest rate swaps, cross-currency swaps, or where the Company is the purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE). Receivables under such arrangements are not included in the maximum exposure amounts.

Consolidated VIEs–Balance Sheet Classification

The following table presents the carrying amounts and classification of consolidated assets that are collateral for VIE obligations:

In billions of dollars	December 31, 2007	December 31, 2006 (1)
Cash	$  12.3	$  0.4
Trading account assets	87.3	9.9
Investments	15.1	20.3
Loans	2.3	5.6
Other assets	4.8	5.9
Total assets of consolidated VIEs	$121.8	$42.1

(1) Reclassified to conform to the current period’s presentation.

The consolidated VIEs included in the table above represent hundreds of separate entities with which the Company is involved. In general, the third-party investors in the obligations of consolidated VIEs have recourse only to the assets of the VIEs and do not have recourse to the Company, except where the Company has provided a guarantee to the investors or is the counterparty to certain derivative transactions involving the VIE. Thus, the Company’s maximum exposure to loss related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets due to outstanding third-party financing.

Citi-Administered Asset-Backed Commercial Paper Conduits

The Company is active in the asset-backed commercial paper conduit business as administrator of several multi-seller commercial paper conduits, and also as a service provider to single-seller and other commercial paper conduits sponsored by third parties.

The multi-seller commercial paper conduits are designed to provide the Company’s customers access to low-cost funding in the commercial paper markets. The conduits purchase assets from or provide financing facilities to customers and are funded by issuing high-grade commercial paper to third-party investors. The conduits generally do not purchase assets originated by the Company. The funding of the conduit is facilitated by the liquidity support and credit enhancement provided by the Company and by certain third parties. As administrator to the conduits, the Company is responsible for selecting and structuring assets purchased or financed by the conduits, making decisions regarding the funding of the conduit, including determining the tenor and other features of the commercial paper issued, monitoring the quality and performance of the conduit’s assets, and facilitating the operations and cash flows of the conduit. In return, the Company earns structuring fees from clients for individual transactions and earns an administration fee from the conduit, which is equal to the income from client program and liquidity fees of the conduit after payment of interest costs and other fees.

Third-Party Conduits

The Company also provides liquidity facilities to single-and multi-seller conduits sponsored by third parties. These conduits are independently owned and managed and invest in a variety of asset classes, depending on the nature of the conduit. The facilities provided by the Company typically represent a small portion of the total liquidity facilities obtained by each conduit, and are collateralized by the assets of each conduit. The notional amount of these facilities is approximately $2.2 billion as of December 31, 2007. No amounts were funded under these facilities as of December 31, 2007.

Collateralized Debt Obligations

A collateralized debt obligation (CDO) is an SPE that purchases a pool of assets consisting of asset-backed securities and synthetic exposures through derivatives on asset-backed securities and issues multiple tranches of equity and notes to investors. A third-party manager is typically retained by the CDO to select the pool of assets and manage those assets over the term of the CDO. The Company earns fees for warehousing assets prior to the creation of a CDO, structuring CDOs, and placing debt securities with investors. In addition, the Company has retained interests in many of the CDOs it has structured and makes a market in those issued notes.

Collateralized Loan Obligations

A collateralized loan obligation (CLO) is substantially similar to the CDO transactions described above, except that the assets owned by the SPE (either cash instruments or synthetic exposures through derivative instruments) are corporate loans and to a lesser extent corporate bonds, rather than asset-backed debt securities.

Certain of the assets and exposure amounts relate to CLO warehouses, whereby the Company provides senior financing to the CLO to purchase assets during the warehouse period. The senior financing is repaid upon issuance of notes to third-parties.

Asset-Based Financing

The Company provides loans and other forms of financing to VIEs that hold assets. Those loans are subject to the same credit approvals as all other loans

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originated or purchased by the Company, and related loan loss reserves are reported as part of the Company’s Allowance for credit losses in Note 18 on page 147. Financing in the form of debt securities or derivatives is, in most circumstances, reported in Trading account assets and accounted for at fair value with changes in value reported in earnings.

Municipal Securities Tender Option Bond (TOB) Trusts

The Company sponsors TOB trusts that hold fixed- and floating-rate, tax-exempt securities issued by state or local municipalities. The trusts are single-issuer trusts whose assets are purchased from the Company and from the secondary market. The trusts issue long-term senior floating rate notes (“Floaters”) and junior residual securities (“Residuals”). The Floaters have a long-term rating based on the long-term rating of the underlying municipal bond and a short-term rating based on that of the liquidity provider to the trust. The Residuals are generally rated based on the long-term rating of the underlying municipal bond and entitle the holder to the residual cash flows from the issuing trust.

The Company sponsors three kinds of TOB trusts: customer TOB trusts, proprietary TOB trusts, and QSPE TOB trusts. Customer TOB trusts are trusts through which customers finance investments in municipal securities and are not consolidated by the Company. Proprietary and QSPE TOB trusts, on the other hand, provide the Company with the ability to finance its own investments in municipal securities. Proprietary TOB trusts are generally consolidated, in which case the financing (the Floaters) is recognized on the Company’s balance sheet as a liability. However, certain proprietary TOB trusts, the Residuals of which are held by a hedge fund that is consolidated and managed by the Company, are not consolidated by the Company. The assets and the associated liabilities of these TOB trusts are not consolidated by the hedge fund (and, thus, are not consolidated by the Company) under the application of the AICPA Investment Company Audit Guide, which precludes consolidation of owned investments. The Company consolidates the hedge fund because the Company holds greater than 50% of the equity interests in the hedge fund. The majority of the Company’s equity investments in the hedge fund are hedged with derivatives transactions executed by the Company with third parties referencing the returns of the hedge fund. QSPE trusts provide the Company with the same exposure as proprietary TOB trusts and are not consolidated by the Company.

The total assets of the three categories of TOB trusts as of December 31, 2007 are as follows:

In billions of dollars
TOB trust type	Total assets
Customer TOB Trusts (Not consolidated)	$17.6
Proprietary TOB Trusts (Consolidated and Non- consolidated)	$22.0
QSPE TOB Trusts (Not consolidated)	$10.6

Municipal Investments

Municipal Investment transactions represent partnerships that finance the construction and rehabilitation of low-income affordable rental housing. The Company generally invests in these partnerships as a limited partner

and earns a return primarily through the receipt of tax credits accorded the affordable housing investments made by the partnership.

Client Intermediation

Client intermediation transactions represent a range of transactions designed to provide investors with specified returns based on the returns of an underlying security, referenced asset or index. These transactions include credit-linked notes and equity-linked notes. In these transactions, the SPE typically obtains exposure to the underlying security, referenced asset or index through a derivative instrument such as a total return swap or a credit default swap. In turn the SPE issues notes to investors that pay a return based on the specified underlying security, referenced asset or index. The SPE invests the proceeds in a financial asset or a guaranteed insurance contract (GIC) that serves as collateral for the derivative contract over the term of the transaction.

The Company’s involvement in these transactions includes being the counterparty to the SPE’s derivative instruments and investing in a portion of the notes issued by the SPE.

Other

Other vehicles include the Company’s interests in entities established to facilitate various client financing transactions as well as a variety of investment partnerships.

Structured Investment Vehicles

Structured Investment Vehicles (SIVs) are SPEs that issue junior notes and senior notes (medium-term notes, and short-term commercial paper) to fund the purchase of high-quality assets. The junior notes are subject to the “first loss” risk of the SIVs. The SIVs provide a variable return to junior note holders based on the net spread between the cost to issue the senior debt and the return realized by the high-quality assets. The Company acts as investment manager for the SIVs and, prior to December 13, 2007, was not contractually obligated to provide liquidity facilities or guarantees to the SIVs.

On December 13, 2007, the Company announced its commitment to provide a support facility that would resolve uncertainties regarding senior debt repayment facing the Citi-advised SIVs. The Company’s commitment was a response to the ratings review for possible downgrade announced by two rating agencies of the outstanding senior debt of the SIVs, and the continued reduction of liquidity in the SIV-related asset-backed commercial paper and medium-term note markets. These markets are the traditional funding sources for the SIVs. The Company’s actions are designed to support the current ratings of the SIVs’ senior debt and to allow the SIVs to continue to pursue their asset reduction plan. As a result of this commitment, the Company became the SIVs’ primary beneficiary and began consolidating these entities.

Investment Funds

The Company is the investment manager for certain VIEs that invest in various asset classes including private equity hedge funds, real estate, fixed income and infrastructure. The Company earns a management fee, which is

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a percentage of capital under management, and may earn performance fees. In addition, for some of these funds, the Company has an ownership interest in the investment funds. As of December 31, 2007 and 2006, the total amount invested in these funds was $0.2 billion and $0.1 billion, respectively.

The Company has also established a number of investment funds as opportunities for qualified employees to invest in private equity investments. The Company acts as investment manager to these funds and may provide employees with financing on both a recourse and non-recourse basis for a portion of the employees’ investment commitments.

Trust Preferred Securities

The Company has raised financing through the issuance of trust preferred securities. In these transactions, the Company forms a statutory business trust and owns all of the voting equity shares of the trust. The trust issues preferred equity securities to third-party investors and invests the gross proceeds in junior subordinated deferrable interest debentures issued by the Company. These trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the preferred equity securities held by third-party investors. These trusts’ obligations are fully and unconditionally guaranteed by the Company.

Because the sole asset of the trust is a receivable from the Company, the Company is not permitted to consolidate the trusts under FIN 46-R, even though the Company owns all of the voting equity shares of the trust, has fully guaranteed the trusts’ obligations, and has the right to redeem the preferred securities in certain circumstances. The Company recognizes the subordinated debentures on its balance sheet as long-term liabilities.

24. DERIVATIVES ACTIVITIES

In the ordinary course of business, Citigroup enters into various types of derivative transactions. These derivative transactions include:

• Futures and forward contracts which are commitments to buy or sell at a future date a financial instrument, commodity or currency at a contracted price and may be settled in cash or through delivery.

• Swap contracts which are commitments to settle in cash at a future date or dates that may range from a few days to a number of years, based on differentials between specified financial indices, as applied to a notional principal amount.

• Option contracts which give the purchaser, for a fee, the right, but not the obligation, to buy or sell within a limited time a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.

Citigroup enters into these derivative contracts for the following reasons:

• Trading Purposes—Customer Needs – Citigroup offers its customers derivatives in connection with their risk-management actions to transfer, modify or reduce their interest rate, foreign exchange and other market/credit risks or for their own trading purposes. As part of this process, Citigroup considers the customers’ suitability for the risk involved, and the business purpose for the transaction. Citigroup also manages its derivative-risk positions through offsetting trade activities, controls

focused on price verification, and daily reporting of positions to senior managers.

• Trading Purposes—Own Account – Citigroup trades derivatives for its own account. Trading limits and price verification controls are key aspects of this activity.

• Asset/Liability Management Hedging—Citigroup uses derivatives in connection with its risk-management activities to hedge certain risks or reposition the risk profile of the Company. For example, Citigroup may issue fixed-rate long-term debt and then enter into a receive-fixed, pay-variable-rate interest rate swap with the same tenor and notional amount to convert the interest payments to a net variable-rate basis. This strategy is the most common form of an interest rate hedge, as it minimizes interest cost in certain yield curve environments. Derivatives are also used to manage risks inherent in specific groups of on-balance sheet assets and liabilities, including investments, corporate and consumer loans, deposit liabilities, as well as other interest-sensitive assets and liabilities. In addition, foreign- exchange contracts are used to hedge non-U.S. dollar denominated debt, available-for-sale securities, net capital exposures and foreign-exchange transactions.

Citigroup accounts for its hedging activity in accordance with SFAS 133. As a general rule, SFAS 133 hedge accounting is permitted for those situations where the Company is exposed to a particular risk, such as interest rate or foreign-exchange risk, that causes changes in the fair value of an asset or liability, or variability in the expected future cash flows of an existing asset, liability, or a forecasted transaction that may affect earnings.

Derivative contracts hedging the risks associated with the changes in fair value are referred to as fair value hedges, while contracts hedging the risks affecting the expected future cash flows are called cash flow hedges. Hedges that utilize derivatives or debt instruments to manage the foreign exchange risk associated with equity investments in non-U.S. dollar functional currency foreign subsidiaries (net investment in a foreign operation) are called net investment hedges.

All derivatives are reported on the balance sheet at fair value. If certain hedging criteria specified in SFAS 133 are met, including testing for hedge effectiveness, special hedge accounting may be applied. The hedge-effectiveness assessment methodologies for similar hedges are performed in a similar manner and are used consistently throughout the hedging relationships. For fair-value hedges, the changes in value of the hedging derivative, as well as the changes in value of the related hedged item, due to the risk being hedged, are reflected in current earnings. For cash-flow hedges and net-investment hedges, the changes in value of the hedging derivative are reflected in Accumulated other comprehensive income (loss) in stockholders’ equity, to the extent the hedge was effective. Hedge ineffectiveness, in either case, is reflected in current earnings.

Continuing with the example referred to above, for Asset/Liability Management Hedging, the fixed-rate long-term debt may be recorded at amortized cost under current U.S. GAAP. However, by electing to use SFAS 133 hedge accounting, the carrying value of this note is adjusted for changes in the benchmark interest rate, with any such changes in value recorded in current earnings. The related interest-rate swap is also recorded on the

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balance sheet at fair value, with any changes in fair value reflected in earnings. Thus, any ineffectiveness resulting from the hedging relationship is recorded in current earnings. Alternatively, an economic hedge, which does not meet the SFAS 133 hedging criteria, would involve only recording the derivative at fair value on the balance sheet, with its associated changes in fair value recorded in earnings. The debt would continue to be carried at amortized cost and, therefore, current earnings would be impacted only by the interest rate shifts that cause the change in the swap’s value and the underlying yield of the debt. This type of hedge is undertaken when SFAS 133 hedge requirements cannot be achieved or management decides not to apply SFAS 133 hedge accounting. Another alternative for the Company would be to elect to carry the note at fair value under SFAS 159. Once the irrevocable election is made upon issuance of the note, the full change in fair value of the note would be reported in earnings. The related interest rate swap, with changes in fair value also reflected in earnings, provides a natural offset to the note’s fair value change. To the extent the two offsets would not be exactly equal the difference would be reflected in current earnings. This type of economic hedge is undertaken when the Company prefers to follow this simpler method that achieves similar financial statement results to an SFAS 133 fair-value hedge.

Fair-value hedges

• Hedging of benchmark interest rate risk—Citigroup hedges exposure to changes in the fair value of fixed-rate financing transactions, including liabilities related to outstanding debt, borrowings and time deposits. The fixed cash flows from those financing transactions are converted to benchmark variable-rate cash flows by entering into receive- fixed, pay-variable interest rate swaps. Typically these fair-value hedge relationships use dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis.

Citigroup also hedges exposure to changes in the fair value of fixed-rate assets, including available-for-sale debt securities and interbank placements. The hedging instruments mainly used are receive-variable, pay-fixed interest rate swaps for the remaining hedged asset categories. Most of these fair-value hedging relationships use dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis, while certain others use regression analysis.

For a limited number of fair-value hedges of benchmark interest-rate risk, Citigroup uses the “shortcut” method as SFAS 133 allows the Company to assume no ineffectiveness if the hedging relationship involves an interest-bearing financial asset or liability and an interest-rate swap. In order to assume no ineffectiveness, Citigroup ensures that all the shortcut method requirements of SFAS 133 for these types of hedging relationships are met. The amount of shortcut method hedges that Citigroup uses is de minimis.

• Hedging of foreign-exchange risk—Citigroup hedges the change in fair value attributable to foreign-exchange rate movements in available-for-sale securities that are denominated in currencies other than the functional currency of the entity holding the securities, which may be in or outside the U.S. Typically, the hedging instrument employed is a forward foreign-exchange contract. In this type of hedge, the change in fair value of the hedged available-for-sale security attributable to the

portion of foreign-exchange risk hedged is reported in earnings and not Accumulated other comprehensive income—a process that serves to offset substantially the change in fair value of the forward contract that is also reflected in earnings. Citigroup typically considers the premium associated with forward contracts (differential between spot and contractual forward rates) as the cost of hedging; this is generally excluded from the assessment of hedge effectiveness and reflected directly in earnings. Dollar-offset method is typically used to assess hedge effectiveness. Since that assessment is based on changes in fair value attributable to changes in spot rates on both the available-for-sale securities and the forward contracts for the portion of the relationship hedged, the amount of hedge ineffectiveness is not significant.

Cash-flow hedges

• Hedging of benchmark interest rate risk – Citigroup hedges variable cash flows resulting from floating-rate liabilities and roll-over (re-issuance) of short-term liabilities. Variable cash flows from those liabilities are converted to fixed-rate cash flows by entering into receive-variable, pay-fixed interest-rate swaps and receive-variable, pay-fixed forward-starting interest-rate swaps. For some hedges, the hedge ineffectiveness is eliminated by matching all terms of the hedged item and the hedging derivative at inception and on an ongoing basis. Citigroup does not exclude any terms from consideration when applying the matched terms method. To the extent all terms are not perfectly matched, these cash-flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis. Since efforts are made to match the terms of the derivatives to those of the hedged forecasted cash flows as closely as possible, the amount of hedge ineffectiveness is not significant even when the terms do not match perfectly.

Citigroup also hedges variable cash flows resulting from investments in floating-rate available-for-sale debt securities. Variable cash flows from those assets are converted to fixed-rate cash flows by entering into receive-fixed, pay-variable interest rate swaps. These cash-flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis. Since efforts are made to align the terms of the derivatives to those of the hedged forecasted cash flows as closely as possible, the amount of hedge ineffectiveness is not significant.

Citigroup is currently not using the shortcut method for any cash-flow hedging relationships.

• Hedging of foreign exchange risk—Citigroup locks in the functional currency equivalent of cash flows of various balance sheet liability exposures, including deposits, short-term borrowings and long-term debt (and the forecasted issuances or rollover of such items) that are denominated in a currency other than the functional currency of the issuing entity. Depending on the risk management objectives, these types of hedges are designated as either cash-flow hedges of only foreign exchange risk or cash-flow hedges of both foreign exchange and interest-rate risk and the hedging instruments used are foreign-exchange forward contracts, cross-currency swaps and foreign-currency options. For some

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hedges, Citigroup matches all terms of the hedged item and the hedging derivative at inception and on an ongoing basis to eliminate hedge ineffectiveness. Citigroup does not exclude any terms from consideration when applying the matched terms method. To the extent all terms are not perfectly matched, any ineffectiveness is measured using the “hypothetical derivative method” from FASB Derivative Implementation Group Issue G7. Efforts are made to match up the terms of the hypothetical and actual derivatives used as closely as possible. As a result, the amount of hedge ineffectiveness is not significant even when the terms do not match perfectly.

• Hedging the overall changes in cash flows—In situations where the contractual rate of a variable-rate asset or liability is not a benchmark rate, Citigroup designates the risk of overall changes in cash flows as the hedged risk. Citigroup primarily hedges variability in the total cash flows related to non-benchmark-rate-based liabilities, such as customer deposits, and uses receive-variable, pay-fixed interest rate swaps as the hedging instrument. These cash flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess effectiveness at inception and on an ongoing basis.

Net investment hedges

Consistent with SFAS No. 52, “Foreign Currency Translation” (SFAS 52), SFAS 133 allows hedging of the foreign-currency risk of a net investment in a foreign operation. Citigroup primarily uses foreign-currency forwards, options and foreign-currency-denominated debt instruments to manage the foreign-exchange risk associated with Citigroup’s equity investments in several non-U.S. dollar functional currency foreign subsidiaries. In accordance with SFAS 52, Citigroup records the change in the carrying amount of these investments in the cumulative translation adjustment account within Accumulated other comprehensive income (loss). Simultaneously, the effective portion of the hedge of this exposure is also recorded in the cumulative translation adjustment account, and the ineffective portion, if any, is immediately recorded in earnings.

For derivatives used in net-investment hedges, Citigroup follows the forward rate method from FASB Derivative Implementation Group Issue H8. According to that method, all changes in fair value, including changes related to the forward rate component of the foreign-currency forward contracts and the time value of foreign currency options, are recorded in the cumulative translation adjustment account. For foreign- currency-denominated debt instruments that are designated as hedges of net investments, the translation gain or loss that is recorded in the cumulative translation adjustment account is based on the spot exchange rate between the functional currency of the respective subsidiary and the U.S. dollar, which is the functional currency of Citigroup. To the extent the notional amount of the hedging instrument exactly matches the hedged net investment, and the underlying exchange rate of the derivative hedging instrument relates to the exchange rate between the functional currency of the net investment and Citigroup’s functional currency, (or, in the case of the non-derivative debt instrument, such instrument is denominated in the functional currency of the net investment) no ineffectiveness is recorded in earnings.

Key aspects of achieving SFAS 133 hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting either changes in the fair value or cash flows of the hedged item for the risk being hedged. Any ineffectiveness in the hedge relationship is recognized in current earnings. The assessment of effectiveness excludes changes in the value of the hedged item that are unrelated to the risks being hedged. Similarly, the assessment of effectiveness may exclude changes in the fair value of a derivative related to time value that, if excluded, are recognized in current earnings.

The following table summarizes certain information related to the Company’s hedging activities for the years ended December 31, 2007, 2006, and 2005:

In millions of dollars	2007			2006			2005
Fair value hedges
Hedge ineffectiveness recognized in earnings	$	91		$	245		$	38
Net gain (loss) excluded from     assessment of effectiveness		420			302			(32	)
Cash flow hedges
Hedge ineffectiveness recognized in earnings		—			(18	)		(18	)
Net gain (loss) excluded from     assessment of effectiveness		—			—			1
Net investment hedges
Net gain (loss) included in foreign currency translation adjustment within Accumulated other     comprehensive income	$	(1,051	)	$	(569	)	$	492

For cash-flow hedges, any changes in the fair value of the end-user derivative remaining in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheet will be included in earnings of future periods to offset the variability of the hedged cash flows when such cash flows affects earnings. The net loss associated with cash-flow hedges expected to be reclassified from Accumulated other comprehensive income within 12 months of December 31, 2007 is $163 million.

The change in Accumulated other comprehensive income (loss) from cash-flow hedges for the years ended December 31, 2007, 2006, and 2005 can be summarized as follows (after-tax):

In millions of dollars	2007			2006			2005
Beginning balance	$	(61	)	$	612		$	173
Net gain (loss) from cash flow hedges		(2,932	)		(29	)		641
Net amounts reclassified to earnings		(170	)		(644	)		(202	)
Ending balance	$	(3,163	)	$	(61	)	$	612

Derivatives may expose Citigroup to market, credit or liquidity risks in excess of the amounts recorded on the Consolidated Balance Sheet. Market risk on a derivative product is the exposure created by potential fluctuations in interest rates, foreign-exchange rates and other values, and is a function of the type of product, the volume of transactions, the tenor and terms of the agreement, and the underlying volatility. Credit risk is the exposure to loss in the event of nonperformance by the other party to the transaction where the

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value of any collateral held is not adequate to cover such losses. The recognition in earnings of unrealized gains on these transactions is subject to management’s assessment as to collectibility. Liquidity risk is the potential exposure that arises when the size of the derivative position may not be able to be rapidly adjusted in periods of high volatility and financial stress at a reasonable cost.

25. CONCENTRATIONS OF CREDIT RISK

Concentrations of credit risk exist when changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to Citigroup’s total credit exposure. Although Citigroup’s portfolio of financial instruments is broadly diversified along industry, product, and geographic lines, material transactions are completed with other financial institutions, particularly in the securities trading, derivatives, and foreign exchange businesses.

In connection with the Company’s efforts to maintain a diversified portfolio, the Company limits its exposure to any one geographic region, country or individual creditor and monitors this exposure on a continuous basis. At December 31, 2007, Citigroup’s most significant concentration of credit risk was with the U.S. government and its agencies. The Company’s exposure, which primarily results from trading assets and investments issued by the U.S. government and its agencies, amounted to $73.8 billion and $140.2 billion at December 31, 2007 and 2006, respectively. This reduction in U.S. exposure is directly related to the Company-wide initiative to reduce mortgage-backed security portfolios. After the U.S. government, the Company’s next largest exposures are to the Mexican and Japanese governments and their agencies, which are rated Investment Grade by both Moody’s and S&P. The Company’s exposure to Mexico amounted to $32.0 billion and $31.7 billion at December 31, 2007 and 2006, respectively, and is composed of investment securities, loans, and trading assets. The Company’s exposure to Japan amounted to $26.1 billion and $7.5 billion at December 31, 2007 and 2006, respectively, and is composed of investment securities, loans, and trading assets. Trading securities issued by the Japanese government obtained in connection with the consolidation of Nikko Cordial during the second quarter of 2007 drove the significant increase in Japan exposure.

26. FAIR VALUE (SFAS 155, SFAS 156, SFAS 157, and SFAS 159)

Effective January 1, 2007, the Company adopted SFAS 157 and SFAS 159. Both standards address aspects of the expanding application of fair-value accounting. SFAS 157 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-value measurements. SFAS 157, among other things, requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In addition, SFAS 157 precludes the use of block discounts when measuring the fair value of instruments traded in an active market, which discounts were previously applied to large holdings of publicly traded equity securities. It also requires

recognition of trade-date gains related to certain derivative transactions whose fair value has been determined using unobservable market inputs. This guidance supersedes the guidance in Emerging Issues Task Force Issue No. 02-3, “Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities” (EITF Issue 02-3), which prohibited the recognition of trade-date gains for such derivative transactions when determining the fair value of instruments not traded in an active market.

As a result of the adoption of SFAS 157, the Company has made some amendments to the techniques used in measuring the fair value of derivative and other positions. These amendments change the way that the probability of default of a counterparty is factored into the valuation of derivative positions, include for the first time the impact of Citigroup’s own credit risk on derivatives and other liabilities measured at fair value, and also eliminate the portfolio servicing adjustment that is no longer necessary under SFAS 157.

Under SFAS 159, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. After the initial adoption, the election is made at the acquisition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made.

Additionally, the transition provisions of SFAS 159 permit a one-time election for existing positions at the adoption date with a cumulative-effect adjustment included in opening retained earnings and future changes in fair value reported in earnings.

On January 1, 2006, the Company also elected to early-adopt the fair value accounting provisions permitted under SFAS 155 and SFAS 156. In accordance with SFAS 155, which was primarily adopted on a prospective basis, hybrid financial instruments—such as structured notes containing embedded derivatives that otherwise would require bifurcation, as well as certain interest-only instruments – may be accounted for at fair value if the Company makes an irrevocable election to do so on an instrument-by-instrument basis. The changes in fair value are recorded in current earnings. Additional discussion regarding the applicable areas in which SFAS 155 was adopted is presented below.

SFAS 156 requires all servicing rights to be initially recognized at fair value. At its initial adoption, the standard permits a one-time irrevocable election to re-measure each class of servicing rights at fair value, with the changes in fair value recorded in current earnings. The classes of servicing rights are identified based on the availability of market inputs used in determining their fair values and the methods for managing their risks. The Company has elected fair-value accounting for its mortgage and student loan classes of servicing rights. The impact of adopting this standard was not material. See Note 23 on page 156 for further discussions regarding the accounting and reporting of mortgage servicing rights.

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Fair-Value Hierarchy

SFAS 157 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

• Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

This hierarchy requires the use of observable market data when available.

Determination of Fair Value

The Company measures fair value using the procedures set out below for all assets and liabilities measured at fair value, irrespective of whether they are carried at fair value as a result of an election under SFAS 159, SFAS 155 or SFAS 156, or whether they were previously carried at fair value.

When available, the Company generally uses quoted market prices to determine fair value, and classifies such items in Level 1. In some cases where a market price is available the Company will make use of acceptable practical expedients (such as matrix pricing) to calculate fair value, in which case the items are classified in Level 2.

If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest rates, currency rates, option volatilities, etc. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

The following section describes the valuation methodologies used by the Company to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

Securities purchased under agreements to resell & securities sold under agreements to repurchase

No quoted prices exist for such instruments and so fair value is determined using a discounted cash-flow technique. Cash flows are estimated based on the terms of the contract, taking into account any embedded derivative or other features. Expected cash flows are discounted using market rates appropriate to the maturity of the instrument as well as the nature and amount of collateral taken or received. Generally, such instruments are classified within Level 2 of the fair-value hierarchy as the inputs used in the fair valuation are readily observable.

Trading Account Assets — Trading Securities and Trading Loans

When available, the Company uses quoted market prices to determine the fair value of trading securities; such items are classified in Level 1 of the fair-value hierarchy. Examples include some government securities and exchange-traded equity securities.

For bonds and secondary market loans traded over the counter, the Company generally determines fair value utilizing internal valuation techniques. Fair values from internal valuation techniques are verified, where possible, to prices obtained from independent vendors. Vendors compile prices from various sources and may apply matrix pricing for similar bonds or loans where no price is observable. If available, the Company may also use quoted prices for recent trading activity of assets with similar characteristics to the bond or loan being valued. Trading securities and loans priced using such methods are generally classified as Level 2. However, when less liquidity exists for a security or loan, a quoted price is stale, or prices from independent sources vary, a loan or security is generally classified as Level 3.

Where the Company’s principal market for a portfolio of loans is the securitization market, the Company uses the securitization price to determine the fair value of the portfolio. The securitization price is determined from the assumed proceeds of a hypothetical securitization in the current market, adjusted for transformation costs (i.e., direct costs other than transaction costs) and securitization uncertainties such as market conditions and liquidity. As a result of the severe reduction in the level of activity in the securitization markets in the second half of 2007, observable securitization prices for directly comparable portfolios of loans have not been readily available. Therefore, such portfolios of loans are generally classified within Level 3 of the fair value hierarchy.

Trading Account Assets and Liabilities—Derivatives

Exchange-traded derivatives are generally fair valued using quoted market (i.e., exchange) prices and so are classified within Level 1 of the fair-value hierarchy.

The majority of derivatives entered into by the Company are executed over the counter and so are valued using internal valuation techniques as no quoted market prices exist for such instruments. The valuation technique and inputs depend on the type of derivative and the nature of the underlying. The principal techniques used to value these instruments are discounted cash flows, Black-Scholes and Monte Carlo simulation. The fair values of derivative contracts reflect cash the Company has paid or received (for example, option premiums paid and received).

The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, foreign-exchange rates, the spot price of the underlying, volatility, and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and items with longer tenors are generally less observable.

Subprime-Related Direct Exposures in CDOs

The Company accounts for its CDO super senior subprime direct exposures and the underlying securities on a fair-value basis with all changes in fair

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value recorded in earnings. Citigroup’s CDO super senior subprime direct exposures are not subject to valuation based on observable transactions. Accordingly, the fair value of these exposures is based on management’s best estimates based on facts and circumstances as of the date of these consolidated financial statements. Citigroup’s estimation process involves use of an intrinsic cash-flow methodology. During the course of the fourth quarter 2007, the methodology has been refined, and inputs used for the purposes of estimation have been modified in part to reflect ongoing unfavorable market developments. The methodology takes into account estimated housing-price changes, unemployment rates, interest rates, and borrower attributes, such as age, credit scores, documentation status, loan-to-value (LTV) ratio, and debt-to-income (DTI) ratio in order to model future collateral cash flows. In addition, the methodology takes account of estimates of the impact of geographic concentration of mortgages, estimated impact of reported fraud in the origination of subprime mortgages and the application of discount rates for each level of exposures, the fair value of which is being estimated. The collateral cash flows are then aggregated and passed through the CDO cash flow distribution “waterfall” to determine allocation to the super senior tranche. Finally, the cash flows allocated to the super senior tranche are discounted at a risk-weighted interest rate to arrive at the estimated fair value of the super senior exposures. The primary drivers that will impact the super senior valuations are housing prices, interest and unemployment rates as well as the discount rates used to present value projected cash flows.

Prior to the rating agency actions and other market developments that occurred during the second half of 2007, Citigroup valued the CDO super senior exposures primarily in comparison to other AAA rated securities and associated spreads that resulted in such exposures generally being carried at par through June 30, 2007. Before the disruption in the subprime credit markets in the third quarter of 2007, the secondary market for CDO super senior subprime tranches was extremely limited and transfers of super senior tranches of newly created CDOs (or the credit default swap equivalent) were relatively rare and typically occurred in private transactions that may or may not have been observable. Even if observable, the CDO super senior subprime tranches subject to such transactions may not have been comparable to the collateral and other characteristics of those held by the Company.

Given the above, the Company’s CDO super senior subprime direct exposures were classified in Level 3 of the fair-value hierarchy throughout 2007.

For most of the lending and structuring direct subprime exposures (excluding super seniors), fair value is determined utilizing observable transactions where available, other market data for similar assets in markets that are not active and other internal valuation techniques.

Investments

The investments category includes available-for-sale debt and equity securities, whose fair value is determined using the same procedures described for trading securities above.

Also included in investments are nonpublic investments in private equity and real estate entities held by the Alternative Investments and Securities

and Banking businesses. Determining the fair value of nonpublic securities involves a significant degree of management resources and judgment as no quoted prices exist and such securities are generally very thinly traded. In addition, there may be transfer restrictions on private equity securities. The Company uses an established process for determining the fair value of such securities, using commonly accepted valuation techniques, including the use of earnings multiples based on comparable public securities, industry specific non-earnings-based multiples and discounted cash flow models. In determining the fair value of nonpublic securities, the Company also considers events such as a proposed sale of the investee company, initial public offerings, equity issuances, or other observable transactions.

Private equity securities are generally classified in Level 3 of the fair value hierarchy.

Short-Term Borrowings and Long-Term Debt

The fair value of non-structured liabilities is determined by discounting expected cash flows using the appropriate discount rate for the applicable maturity. Such instruments are generally classified in Level 2 of the fair-value hierarchy as all inputs are readily observable.

The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) and hybrid financial instruments (performance linked to risks other than interest rates, inflation or currency risks) using the appropriate derivative valuation methodology (described above) given the nature of the embedded risk profile. Such instruments are classified in Level 2 or Level 3 depending on the observability of significant inputs to the model.

Market Valuation Adjustments

• Counterparty credit-risk adjustments are applied to financial instruments such as over-the-counter derivatives, where the base valuation uses market parameters based on the LIBOR interest rate curves. Not all counterparties have the same credit rating as that implied by the relevant LIBOR curve and so it is necessary to take into account the actual credit rating of a counterparty in order to arrive at the true fair value of such an item. Furthermore, the counterparty credit-risk adjustment takes into account the effect of credit-risk mitigants such as pledged collateral and to what extent there is a legal right of offset with a counterparty.

• Bilateral or “own” credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value, in accordance with the requirements of SFAS 157. The methodology is consistent with that applied in generating counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. As for counterparty credit risk, own credit-risk adjustments include the impact of credit-risk mitigants.

• Liquidity adjustments are applied to items in Level 2 or Level 3 of the fair-value hierarchy to ensure that the fair value reflects the price at which the entire position could be liquidated. The liquidity reserve is based on the bid/offer spread for an instrument, amended to the extent that the size and nature of the position would result in its being liquidated outside that bid/offer spread.

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Fair-Value Elections

The following table presents, as of December 31, 2007, those positions selected for fair-value accounting in accordance with SFAS 159, SFAS 156, and SFAS 155, as well as the changes in fair value for the 12 months then ended.

			Changes in fair value gains (losses) year-to-date
In millions of dollars	December 31, 2007		Principal transactions			Other
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell
Selected portfolios of securities purchased under agreements to resell, securities borrowed (1)	$	84,305	$	1,462		$	—
Trading account assets:
Legg Mason convertible preferred equity securities originally classified as available-for-sale		614		(183	)		—
Selected letters of credit hedged by credit default swaps or participation notes		10		(4	)		—
Certain credit products		26,020		(778	)		—
Certain hybrid financial instruments		97		—			—
Residual interests retained from asset securitizations		2,476		343			—
Total trading account assets		29,217		(622	)		—
Investments:
Certain investments in private equity and real estate ventures		539		—			58
Certain equity method investments		1,131		—			45
Other		320		—			9
Total investments		1,990		—			112
Loans:
Certain credit products		3,038		102			—
Certain hybrid financial instruments		689		(63	)		—
Total loans		3,727		39			—
Other assets:
Certain mortgage loans held-for-sale		6,392		—			74
Mortgage servicing rights		8,380		—			(1,554	)
Total other assets		14,772		—			(1,480	)
Total	$	134,011	$	879		$	(1,368	)
Liabilities
Interest-bearing deposits:
Certain structured liabilities	$	264	$	3		$	—
Certain hybrid financial instruments		3,334		129			—
Total interest-bearing deposits		3,598		132			—
Federal funds purchased and securities loaned or sold under agreements to repurchase
Selected portfolios of securities sold under agreements to repurchase, securities loaned (1)		199,854		(225	)		—
Trading account liabilities:
Certain hybrid financial instruments		7,228		(409	)		—
Short-term borrowings:
Certain non-collateralized short-term borrowings		5,105		(64	)		—
Certain hybrid financial instruments		3,561		56			—
Certain non-structured liabilities		4,821		—			—
Total short-term borrowings		13,487		(8	)		—
Long-term debt:
Certain structured liabilities		2,952		(40	)		—
Certain non-structured liabilities		49,095		99			—
Certain hybrid financial instruments		27,265		1,233			—
Total long-term debt		79,312		1,292			—
Total	$	303,479	$	782		$	—

(1) Reflects netting of the amounts due from securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase in accordance with FASB Interpretation No. 41, “Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements.”

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The fair value of liabilities for which the fair-value option was elected was impacted by the widening of the Company’s credit spread. The estimated change in the fair value of these liabilities due to such changes in the Company’s own credit risk (or instrument-specific credit risk) was a gain of $453 million for the 12 months ended December 31, 2007. Changes in fair value resulting from changes in instrument-specific credit risk were estimated by incorporating the Company’s current observable credit spreads into the relevant valuation technique used to value each liability as described above.

Impact on Retained earnings of certain fair-value elections in accordance with SFAS 159

Detailed below are the December 31, 2006 carrying values prior to adoption of SFAS 159, the transition adjustments booked to opening Retained earnings and the fair values (that is, the carrying values at January 1, 2007 after adoption) for those items that were selected for fair-value option accounting and that had an impact on Retained earnings:

In millions of dollars	December 31, 2006 (carrying value prior to adoption)		Cumulative- effect adjustment to January 1, 2007 retained earnings– gain (loss)			January 1, 2007 fair value (carrying value after adoption)
Legg Mason convertible preferred equity securities originally     classified as available-for-sale (1)	$	797	$	(232	)	$	797
Selected portfolios of securities purchased under agreements to resell (2)		167,525		25			167,550
Selected portfolios of securities sold under agreements to repurchase (2)		237,788		40			237,748
Selected non-collateralized short-term borrowings		3,284		(7	)		3,291
Selected letters of credit hedged by credit default swaps or participation notes		—		14			14
Various miscellaneous eligible items (1)		96		3			96
Pretax cumulative effect of adopting fair value option accounting			$	(157	)
After-tax cumulative effect of adopting fair value option accounting			$	(99	)

(1) The Legg Mason securities as well as several miscellaneous items were previously reported at fair value within available-for-sale securities. The cumulative-effect adjustment represents the reclassification of the related unrealized gain/loss from Accumulated other comprehensive income to Retained earnings upon the adoption of the fair value option.

(2) Excludes netting of the amounts due from securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase in accordance with FIN 41.

Additional information regarding each of these items follows.

Legg Mason convertible preferred equity securities

The Legg Mason convertible preferred equity securities (Legg shares) were acquired in connection with the sale of Citigroup’s Asset Management business in December 2005. The Company holds these shares as a non-strategic investment for long-term appreciation and, therefore, selected fair-value option accounting in anticipation of the future implementation of the Investment Company Audit Guide Statement of Position 07-1, “Clarification of the Scope of Audit and Accounting Guide Audits of Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investment Companies” (SOP), which was to be effective beginning January 1, 2008. In February 2008, the FASB delayed the implementation of the SOP indefinitely.

Under the current investment company accounting model, investments held in investment company vehicles are recorded at full fair value (where changes in fair value are recorded in earnings) and are not subject to consolidation guidelines. Under the SOP, non-strategic investments not held in investment companies, which are deemed similar to non-strategic investments held in Citigroup’s investment companies, must be accounted for at full fair value in order for Citigroup to retain investment company accounting in the Company’s Consolidated Financial Statements. Therefore, we have utilized the fair-value option to migrate the Legg shares from available-for-sale (where changes in fair value are recorded in

Accumulated other comprehensive income (loss)) to a full fair value model (where changes in value are recorded in earnings).

Prior to the election of fair value option accounting, the shares were classified as available-for-sale securities with the unrealized loss of $232 million as of December 31, 2006 included in Accumulated other comprehensive income (loss). In connection with the Company’s adoption of SFAS 159, this unrealized loss was recorded as a reduction of January 1, 2007 Retained earnings as part of the cumulative-effect adjustment. The Legg shares, which have a fair value of $614 million as of December 31, 2007, are included in Trading account assets on Citigroup’s Consolidated Balance Sheet. Dividends are included in Interest revenue. Subsequent to year end, The Company began to sell Legg shares.

Selected portfolios of securities purchased under agreements to resell, securities borrowed, securities sold under agreements to repurchase, securities loaned, and certain non-collateralized short-term borrowings

The Company elected the fair-value option retrospectively for our United States and United Kingdom portfolios of fixed-income securities purchased under agreements to resell and fixed-income securities sold under agreements to repurchase (and certain non-collateralized short-term borrowings). The fair-value option was also elected prospectively in the second quarter of 2007 for certain portfolios of fixed-income securities lending and borrowing transactions based in Japan. In each case, the

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election was made because these positions are managed on a fair value

basis. Specifically, related interest-rate risk is managed on a portfolio basis, primarily with derivative instruments that are accounted for at fair value through earnings. Previously, these positions were accounted for on an accrual basis.

The cumulative effect of $58 million pretax ($37 million after-tax) from adopting the fair-value option for the U.S. and U.K. portfolios was recorded as an increase in the January 1, 2007 Retained earnings balance. The December 31, 2007 net balance of $84.3 billion for Securities purchased under agreements to resell and Securities borrowed and $199.9 billion for Securities sold under agreements to repurchase and Securities loaned are included in their respective accounts in the Consolidated Balance Sheet. The uncollateralized short-term borrowings of $5.1 billion are recorded in that account in the Consolidated Balance Sheet.

Changes in fair value for transactions in these portfolios are recorded in Principal transactions. The related interest revenue and interest expense are measured based on the contractual rates specified in the transactions and are reported as interest revenue and expense in the Consolidated Statement of Income.

Selected letters of credit and revolving loans hedged by credit default swaps or participation notes

The Company has elected fair-value accounting for certain letters of credit that are hedged with derivative instruments or participation notes. Upon electing the fair-value option, the related portions of the allowance for loan losses and the allowance for unfunded lending commitments were reversed. Citigroup elected the fair-value option for these transactions because the risk is managed on a fair-value basis, and to mitigate accounting mismatches.

The cumulative effect of $14 million pretax ($9 million after-tax) of adopting fair-value option accounting was recorded as an increase in the January 1, 2007 Retained earnings balance. The change in fair value as well as the receipt of related fees was reported as Principal transactions in the Company’s Consolidated Statement of Income.

The notional amount of these unfunded letters of credit was $1.4 billion as of December 31, 2007. The amount funded was insignificant with no amounts 90 days or more past due or on a non-accrual status at December 31, 2007.

These items have been classified appropriately in Trading account assets or Trading account liabilities on the Consolidated Balance Sheet.

Various miscellaneous eligible items

Several miscellaneous eligible items previously classified as available-for-sale securities were selected for fair-value option accounting. These items were selected in preparation for the adoption of the Investment Company Audit Guide SOP, as previously discussed.

Other items for which the fair value option was selected in accordance with SFAS 159

The Company has elected the fair value option for the following eligible items, which did not affect opening Retained earnings:

• certain credit products

• certain investments in private equity and real estate ventures

• certain structured liabilities

• certain non-structured liabilities

• certain equity-method investments

• certain mortgage loans held-for-sale

Certain credit products

Citigroup has elected the fair-value option for certain originated and purchased loans, including certain unfunded loan products, such as guarantees and letters of credit, executed by Citigroup’s trading businesses. None of these credit products are highly leveraged financing commitments. Significant groups of transactions include loans and unfunded loan products that will either be sold or securitized in the near term, or transactions where the economic risks are hedged with derivative instruments. Citigroup has elected the fair-value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. Fair value was not elected for most lending transactions across the Company, including where those management objectives would not be met.

The balances for these loan products, which are classified in Trading account assets or Loans, were $26.0 billion and $3.0 billion as of December 31, 2007, respectively. The aggregate unpaid principal balances exceeded the aggregate fair values by $894 million as of December 31, 2007. $186 million of these loans were on a non-accrual basis. For those loans that are on a non-accrual basis, the aggregate unpaid principal balances exceeded the aggregate fair values by $68 million as of December 31, 2007.

In addition, $141 million of unfunded loan commitments related to certain credit products selected for fair-value accounting were outstanding as of December 31, 2007.

Changes in fair value of funded and unfunded credit products are classified in Principal transactions in the Company’s Consolidated Statement of Income. Related interest revenue is measured based on the contractual interest rates and reported as Interest revenue on trading account assets or loans depending on their balance sheet classifications. The changes in fair value during 2007 due to instrument-specific credit risk totaled to a loss of $188 million.

Certain investments in private equity and real estate ventures

Citigroup invests in private equity and real estate ventures for the purpose of earning investment returns and for capital appreciation. The Company has elected the fair-value option for certain of these ventures in anticipation of the future implementation of the Investment Company Audit Guide SOP, because such investments are considered similar to many private equity or hedge fund activities in our investment companies, which are reported at fair value. See previous discussion regarding the SOP. The fair-value option brings consistency in the accounting and evaluation of certain of these investments. As required by SFAS 159, all investments (debt and equity) in such private equity and real estate entities are accounted for at fair value.

These investments, which totaled $539 million as of December 31, 2007, are classified as Investments on Citigroup’s Consolidated Balance Sheet.

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Changes in the fair values of these investments are classified in Other revenue in the Company’s Consolidated Statement of Income.

Certain structured liabilities

The Company has elected the fair-value option for certain structured liabilities whose performance is linked to structured interest rates, inflation or currency risks (“structured liabilities”), but do not qualify for the fair value election under SFAS 155.

The Company has elected the fair-value option for structured liabilities, because these exposures are considered to be trading-related positions and, therefore, are managed on a fair-value basis. These positions will continue to be classified as debt, deposits or derivatives according to their legal form on the Company’s Consolidated Balance Sheet. The balances for these structured liabilities, which are classified as Interest-bearing deposits and Long-term debt on the Consolidated Balance Sheet, are $264 million and $3.0 billion as of December 31, 2007, respectively.

For those structured liabilities classified as Long-term debt for which the fair-value option has been elected, the aggregate unpaid principal balance exceeds the aggregate fair value of such instruments by $7 million as of December 31, 2007.

The change in fair value for these structured liabilities is reported in Principal transactions in the Company’s Consolidated Statement of Income.

Related interest expense is measured based on the contractual interest rates and reported as such in the Consolidated Income Statement.

Certain non-structured liabilities

The Company has elected the fair-value option for certain non-structured liabilities with fixed and non-structured floating interest rates (“non-structured liabilities”). The Company has elected the fair-value option where the interest-rate risk of such liabilities is economically hedged with derivative contracts or the proceeds are used to purchase financial assets that will also be fair valued. The election has been made to mitigate accounting mismatches and to achieve operational simplifications. These positions are reported in Short-term borrowings and Long-term debt on the Company’s Consolidated Balance Sheet. The balance of these non-structured liabilities as of December 31, 2007 was $4.8 billion and $49.1 billion, respectively.

The majority of these non-structured liabilities are a result of the Company’s election of the fair value option for liabilities associated with the consolidation of CAI’s Structured Investment Vehicles (SIVs) during the fourth quarter of 2007. Subsequent to this election, the change in fair values of the SIV’s liabilities reported in earnings was immaterial.

For these non-structured liabilities classified as Long-term debt for which the fair-value option has been elected, the aggregate fair value exceeds the aggregate unpaid principal balance of such instruments by $434 million as of December 31, 2007.

The change in fair value for these non-structured liabilities is reported in Principal transactions in the Company’s Consolidated Statement of Income.

Related interest expense continues to be measured based on the contractual interest rates and reported as such in the Consolidated Income Statement.

Certain equity-method investments

Citigroup adopted fair-value accounting for various non-strategic investments in leveraged buyout funds and other hedge funds that previously were required to be accounted for under the equity method. Management elected fair-value accounting to reduce operational and accounting complexity. Since the funds account for all of their underlying assets at full fair value, the impact of applying the equity method to Citigroup’s investment in these funds was equivalent to fair value accounting. Thus, this fair-value election had no impact on opening Retained earnings.

These fund investments, which totaled $1.1 billion as of December 31, 2007, are classified as Investments on the Consolidated Balance Sheet. Changes in the fair values of these investments are classified in Other revenue in the Consolidated Statement of Income.

Certain mortgage loans held-for-sale

Citigroup has elected the fair-value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans held-for-sale. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair-value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. The fair-value option was not elected for loans held-for-investment, as those loans are not hedged with derivative instruments. This election was effective for applicable instruments originated or purchased since September 1, 2007.

The balance of these mortgage loans held-for-sale, classified as Other assets, was $6.4 billion as of December 31, 2007. The aggregate fair value exceeded the unpaid principal balances by $136 million as of December 31, 2007. The balance of these loans 90 days or more past due and on a non-accrual basis was $17 million at December 31, 2007, with the difference between aggregate fair values and aggregate unpaid principal balance being immaterial.

The changes in fair values of these mortgage loans held-for-sale is reported in Other revenue in the Company’s Consolidated Statement of Income. The changes in fair value during 2007 due to instrument-specific credit risk were immaterial. Related interest income continues to be measured based on the contractual interest rates and reported as such in the Consolidated Income Statement.

Items selected for fair-value accounting in accordance with SFAS 155 and SFAS 156

Certain hybrid financial instruments

The Company has elected to apply fair-value accounting under SFAS 155 for certain hybrid financial assets and liabilities whose performance is linked to risks other than interest rate, foreign exchange or inflation (e.g., equity, credit or commodity risks). In addition, the Company has elected fair-value accounting under SFAS 155 for residual interests retained from securitizing certain financial assets. These elections are applicable only to those transactions originated after January 1, 2006.

The Company has elected fair-value accounting for these instruments because these exposures are considered to be trading-related positions and, therefore, are managed on a fair-value basis. In addition, the accounting for these instruments is simplified under a fair-value approach as it eliminates the complicated operational requirements of bifurcating the embedded derivatives from the host contracts and accounting for each separately. The hybrid financial instruments are classified as loans, deposits, trading liabilities (for pre-paid derivatives) or debt on the Company’s Consolidated

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Balance Sheet according to their legal form, while residual interests in certain securitizations are classified as trading account assets.

The outstanding balances for these hybrid financial instruments classified in Loans is $689 million, while $3.3 billion is in Interest-bearing deposits, $7.2 billion in Trading account liabilities, $3.6 billion in Short-term borrowings and $27.3 billion in Long-term debt on the Consolidated Balance Sheet as of December 31, 2007. In addition, $2.5 billion of the $2.6 billion reported in Trading account assets was for the residual interests in securitizations.

For hybrid financial instruments for which fair-value accounting has been elected under SFAS 155 and that are classified as Long-term debt, the aggregate fair value exceeds the aggregate unpaid principal balance by $460 million as of December 31, 2007, while the difference for those instruments classified as Loans is immaterial.

Changes in fair value for hybrid financial instruments, which in most cases includes a component for accrued interest, are recorded in Principal transactions in the Company’s Consolidated Statement of Income. Interest accruals for certain hybrid instruments classified as trading assets are recorded separately from the change in fair value as Interest revenue in the

Company’s Consolidated Statement of Income.

Mortgage servicing rights

On January 1, 2006, the Company elected to early-adopt fair-value accounting under SFAS 156 for mortgage servicing rights (MSRs). The fair value for these MSRs is determined using an option-adjusted spread valuation approach. This approach consists of projecting servicing cash flows under multiple interest-rate scenarios and discounting these cash flows using risk-adjusted discount rates. The model assumptions used in the valuation of MSRs include mortgage prepayment speeds and discount rates. The fair value of MSRs is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. In managing this risk, the Company hedges a significant portion of the values of its MSRs through the use of interest-rate derivative contracts, forward-purchase commitments of mortgage-backed securities, and purchased securities classified as trading. See Note 23 on page 156 for further discussions regarding the accounting and reporting of MSRs.

These MSRs, which totaled $8.4 billion as of December 31, 2007, are classified as Intangible assets on Citigroup’s Consolidated Balance Sheet. Changes in fair value for MSRs are recorded in Commissions and fees in the Company’s Consolidated Statement of Income.

Items Measured at Fair Value on a Recurring Basis

The following table presents for each of the fair-value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2007. The Company often hedges positions that have been classified in the Level 3 category with financial instruments

that have been classified as Level 1 or Level 2. The Company also hedges items classified in the Level 3 category with instruments also classified in Level 3 of the fair value hierarchy. The effects of these hedges are presented gross in the following table.

In millions of dollars at year end	Level 1		Level 2		Level 3		Gross inventory		Netting (1)			Net balance
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	—	$	132,383	$	16	$	132,399	$	(48,094	)	$	84,305
Trading account assets
Trading securities		151,684		234,846		75,573		462,103		—			462,103
Derivatives		7,204		428,779		31,226		467,209		(390,328	)		76,881
Investments		64,375		125,282		17,060		206,717		—			206,717
Loans (2)		—		3,718		9		3,727		—			3,727
Mortgage servicing rights		—		—		8,380		8,380		—			8,380
Other financial assets measured on a recurring basis		—		8,631		1,171		9,802		—			9,802
Total assets	$	223,263	$	933,639	$	133,435	$	1,290,337	$	(438,422	)	$	851,915
Liabilities
Interest-bearing deposits	$	—	$	3,542	$	56	$	3,598	$	—		$	3,598
Federal funds purchased and securities loaned or sold under agreements to repurchase		—		241,790		6,158		247,948		(48,094	)		199,854
Trading account liabilities
Securities sold, not yet purchased		68,928		9,140		473		78,541		—			78,541
Derivatives		8,602		447,119		33,696		489,417		(385,876	)		103,541
Short-term borrowings		—		8,471		5,016		13,487		—			13,487
Long-term debt		—		70,359		8,953		79,312		—			79,312
Other financial liabilities measured on a recurring basis		—		1,567		1		1,568		—			1,568
Total liabilities	$	77,530	$	781,988	$	54,353	$	913,871	$	(433,970	)	$	479,901

(1) Represents netting of: (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase in accordance with FIN 41, and (ii) derivative exposures covered by a qualifying master netting agreement in accordance with FIN 39, and the market value adjustment.

(2) There is no allowance for loan losses recorded for loans reported at fair value.

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The following table presents the changes in the Level 3 fair-value category for the year ended December 31, 2007. The Company classifies financial instruments in Level 3 of the fair-value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Thus, the gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.

The Company often hedges positions with offsetting positions that are classified in a different level. For example, the gains and losses for assets and liabilities in the Level 3 category presented in the tables below do not reflect the effect of offsetting losses and gains on hedging instruments that have been classified by the Company in the Level 1 and Level 2 categories. The Company also hedges items classified in the Level 3 category with instruments also classified in Level 3 of the fair-value hierarchy. The effects of these hedges are presented gross in the following table.

In millions of dollars	January 1, 2007			Net realized/ unrealized gains (losses) included in						Transfers in and/or out of Level 3			Purchases, issuances and settlements			December 31, 2007		Unrealized gains (losses) still held (3)
				Principal transactions			Other (1) (2)
Assets
Securities purchased under agreements to resell	$	16		$	—		$	—		$	—		$	—		$	16	$	—
Trading account assets
Trading securities (4)		22,415			(11,449	)		—			21,132			43,475			75,573		(10,262	)
Investments		11,468			—			895			1,651			3,046			17,060		136
Loans		—			(8	)		—			(793	)		810			9		—
Mortgage servicing rights		5,439			—			621			—			2,320			8,380		1,892
Other financial assets measured on a recurring basis		948			—			2			(43	)		264			1,171		20
Liabilities
Interest-bearing deposits	$	60		$	12		$	34		$	(33	)	$	75		$	56	$	(45	)
Securities sold under agreements to repurchase		6,778			(194	)		—			78			(892	)		6,158		(141	)
Trading account liabilities
Securities sold, not yet purchased		467			(139	)		—			(1,041	)		908			473		(260	)
Derivatives, net (5)		(1,875	)		(3,840	)		—			(3,280	)		3,785			2,470		(9,462	)
Short-term borrowings		2,214			9			(80	)		1,139			1,592			5,016		(53	)
Long-term debt		1,693			(11	)		(689	)		4,600			1,960			8,953		(776	)
Other financial liabilities measured on a recurring basis		—			—			(23	)		(1	)		(21	)		1		—

(1) Changes in fair value for available-for-sale investments (debt securities) are recorded in Accumulated other comprehensive income, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments on the Consolidated Statement of Income.

(2) Unrealized gains (losses) on MSRs are recorded in Commissions and fees on the Consolidated Statement of Income.

(3) Represents the amount of total gains or losses for the period, included in earnings, attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at December 31, 2007.

(4) The increase in Level 3 trading securities during 2007 was primarily the result of asset-backed commercial paper purchases where the Company had liquidity puts, increases in unsold and unverifiable positions as the result of market dislocations occurring in the second half of 2007, and assets brought on from the Nikko acquisition.

(5) Total Level 3 derivative exposures have been netted on these tables for presentation purposes only.

Items Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a non-recurring basis and therefore are not included in the tables above. These include assets such as loans held-for-sale that are measured at the lower of cost or market (LOCOM) that were recognized at fair value below cost at the end of the period. Assets measured at cost that have been written down to fair value during the period as a result of an impairment are also included.

The fair value of loans measured on a LOCOM basis is determined where possible using quoted secondary-market prices. Such loans are generally classified in Level 2 of the fair-value hierarchy given the level of activity in the market and the frequency of available quotes. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan.

As of December 31, 2007, loans held-for-sale carried at LOCOM with an aggregate cost of $33.6 billion were written down to fair value totaling $31.9 billion, of which $5.1 billion and $26.8 billion were determined based on Level 2 and Level 3 inputs, respectively. For the year ended December 31, 2007, the resulting charges taken on loans held-for-sale carried at fair value below cost were $1.8 billion.

Also during 2007, customer relationship intangibles and fixed assets in the Japan Consumer Finance business were written down to their fair value of zero, resulting in an impairment charge of $152 million pretax ($98 million after-tax). For those assets that were written down due to impairment, fair value measurements were determined based upon discounted expected cash flows or a comparison to liquidation prices of comparable assets.

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27. FAIR VALUE OF FINANCIAL INSTRUMENTS

(SFAS 107)

Estimated Fair Value of Financial Instruments

The table below presents the carrying value and fair value of Citigroup’s financial instruments. The disclosure excludes leases, affiliate investments, pension and benefit obligations, and insurance policy claim reserves. In addition, contractholder fund amounts exclude certain insurance contracts. Also as required, the disclosure excludes the effect of taxes, any premium or discount that could result from offering for sale at one time the entire holdings of a particular instrument, excess fair value associated with deposits with no fixed maturity and other expenses that would be incurred in a market transaction. In addition, the table excludes the values of non-financial assets and liabilities, as well as a wide range of franchise, relationship, and intangible values (but includes mortgage servicing rights), which are integral to a full assessment of Citigroup’s financial position and the value of its net assets.

The fair value represents management’s best estimates based on a range of methodologies and assumptions. The carrying value of short-term financial instruments not accounted for at fair value under SFAS 155 or SFAS 159, as well as receivables and payables arising in the ordinary course of business, approximates fair value because of the relatively short period of time between their origination and expected realization. Quoted market prices are used for most investments and for both trading and end-user derivatives, as well as for liabilities, such as long-term debt, with quoted prices. For performing loans not accounted for at fair value under SFAS 155 or SFAS 159, contractual cash flows are discounted at quoted secondary market rates or estimated market rates if available. Otherwise, sales of comparable loan portfolios or current market origination rates for loans with similar terms and risk characteristics are used. For loans with doubt as to collectibility, expected cash flows are discounted using an appropriate rate considering the time of collection and the premium for the uncertainty of the flows. The value of collateral is also considered. For liabilities such as long-term debt not accounted for at fair value under SFAS 155 or SFAS 159 and without quoted market prices, market borrowing rates of interest are used to discount contractual cash flows.

For additional information regarding the Company’s determination of fair value, including items accounted for at fair value under SFAS 155, SFAS 156, and SFAS 159, see Note 26 on page 167.

	2007				2006 (1)
In billions of dollars at year end	Carrying value		Estimated fair value		Carrying value		Estimated fair value
Assets
Investments	$	215.0	$	215.0	$	273.6	$	273.6
Federal funds sold and securities borrowed or purchased under agreements to resell		274.1		274.1		282.8		282.8
Trading account assets		539.0		539.0		393.9		393.9
Loans (2)		753.7		769.4		660.5		673.3
Other financial assets (3)		268.8		269.0		172.8		172.9
Liabilities
Deposits	$	826.2	$	826.2	$	712.0	$	711.4
Federal funds purchased and securities loaned or sold under agreements to repurchase		304.2		304.2		349.2		349.2
Trading account liabilities		182.1		182.1		145.9		145.9
Long-term debt		427.1		422.6		288.5		289.1
Other financial liabilities (4)		280.4		280.4		229.1		229.1

(1) Reclassified to conform to the current period’s presentation.

(2) The carrying value of loans is net of the allowance for loan losses and also excludes $8.2 billion and $9.8 billion of lease finance receivables in 2007 and 2006, respectively.

(3) Includes cash and due from banks, deposits with banks, brokerage receivables, reinsurance recoverable, mortgage servicing rights and separate and variable accounts for which the carrying value is a reasonable estimate of fair value, and the carrying value and estimated fair value of financial instruments included in Other assets on the Consolidated Balance Sheet.

(4) Includes brokerage payables, separate and variable accounts, and short-term borrowings for which the carrying value is a reasonable estimate of fair value, and the carrying value and estimated fair value of financial instruments included in Other liabilities on the Consolidated Balance Sheet.

Fair values vary from period to period based on changes in a wide range of factors, including interest rates, credit quality, and market perceptions of value and as existing assets and liabilities run off and new transactions are entered into.

The estimated fair values of loans reflect changes in credit status since the loans were made, changes in interest rates in the case of fixed-rate loans, and premium values at origination of certain loans. The estimated fair values of Citigroup’s loans, in the aggregate, exceeded the carrying values (reduced by the Allowance for loan losses) by $15.7 billion in 2007 and $12.8 billion in 2006. Within these totals, estimated fair values exceeded carrying values for consumer loans net of the allowance by $12.7 billion, an increase of $3.7 billion from 2006. The estimated fair values exceeded the carrying values by $3.0 billion for corporate loans net of the allowance, a decrease of $0.8 billion from 2006.

28. PLEDGED ASSETS, COLLATERAL, COMMITMENTS AND GUARANTEES

Pledged Assets

At December 31, 2007 and 2006, the approximate fair values of securities sold under agreements to repurchase and other assets pledged, excluding the impact of FIN 39 and FIN 41, were as follows:

In millions of dollars	2007		2006
For securities sold under agreements to repurchase	$	296,991	$	359,273
As collateral for securities borrowed for approximately equivalent value		75,572		39,382
As collateral on bank loans		52,537		10,832
To clearing organizations or segregated under securities laws and regulations		42,793		30,675
For securities loaned		94,161		84,118
Other		127,267		169,922
Total	$	689,321	$	694,202

In addition, included in cash and due from banks at December 31, 2007 and 2006 are $9.6 billion and $8.5 billion, respectively, of cash segregated under federal and other brokerage regulations or deposited with clearing organizations.

At December 31, 2007 and 2006, the Company had $5.3 billion and $2.3 billion, respectively, of outstanding letters of credit from third-party banks to satisfy various collateral and margin requirements.

Collateral

At December 31, 2007 and 2006, the approximate market value of collateral received by the Company that may be sold or repledged by the Company, excluding amounts netted in accordance with FIN 39 and FIN 41, was $388.7 billion and $403.9 billion, respectively. This collateral was received in connection with resale agreements, securities borrowings and loans, derivative transactions, and margined broker loans.

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At December 31, 2007 and 2006, a substantial portion of the collateral received by the Company had been sold or repledged in connection with repurchase agreements; securities sold, not yet purchased; securities borrowings and loans; pledges to clearing organizations; segregation requirements under securities laws and regulations; derivative transactions; and bank loans.

In addition, at December 31, 2007 and 2006, the Company had pledged $196 billion and $222 billion, respectively, of collateral that may not be sold or repledged by the secured parties.

Lease Commitments

Rental expense (principally for offices and computer equipment) was $2.3 billion, $1.9 billion, and $1.8 billion for the years ended December 31, 2007, 2006, and 2005, respectively.

Future minimum annual rentals under noncancelable leases, net of sublease income, are as follows:

In millions of dollars
2008	$	1,579
2009		1,434
2010		1,253
2011		1,075
2012		964
Thereafter		4,415
Total	$	10,720

Guarantees

The Company provides a variety of guarantees and indemnifications to Citigroup customers to enhance their credit standing and enable them to complete a wide variety of business transactions. The following table summarizes at December 31, 2007 and 2006 all of the Company’s guarantees and indemnifications, where management believes the guarantees and indemnifications are related to an asset, liability, or equity security of the guaranteed parties at the inception of the contract. The maximum potential amount of future payments represents the notional amounts that could be lost under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from collateral held or pledged. Such amounts bear no relationship to the anticipated losses on these guarantees and indemnifications and greatly exceed anticipated losses.

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The following tables present information about the Company’s guarantees at December 31, 2007 and December 31, 2006:

	Maximum potential amount of future payments						Carrying value (in millions)
In billions of dollars at December 31, except carrying value in millions	Expire within 1 year		Expire after 1 year		Total amount outstanding
2007
Financial standby letters of credit	$	43.5	$	43.6	$	87.1	$	160.6
Performance guarantees		11.3		6.8		18.1		24.4
Derivative instruments		35.7		1,165.9		1,201.6		82,756.7
Loans sold with recourse		—		0.5		0.5		45.5
Securities lending indemnifications (1)		153.4		—		153.4		—
Credit card merchant processing (1)		64.0		—		64.0		—
Custody indemnifications and other (1)		—		53.4		53.4		306.0
Total	$	307.9	$	1,270.2	$	1,578.1	$	83,293.2

	Maximum potential amount of future payments						Carrying value (in millions)
In billions of dollars at December 31, except carrying value in millions	Expire within 1 year		Expire after 1 year		Total amount outstanding
2006 (2)
Financial standby letters of credit	$	46.7	$	25.8	$	72.5	$	179.3
Performance guarantees		11.2		4.6		15.8		47.2
Derivative instruments		42.0		916.6		958.6		16,836.0
Loans sold with recourse		—		1.1		1.1		51.9
Securities lending indemnifications (1)		110.7		—		110.7		—
Credit card merchant processing (1)		52.3		—		52.3		—
Custody indemnifications and other (1)		—		54.4		54.4		—
Total	$	262.9	$	1,002.5	$	1,265.4	$	17,114.4

(1) The carrying values of securities lending indemnifications, credit card merchant processing and custody indemnifications are not material, as the Company has determined that the amount and probability of potential liabilities arising from these guarantees are not significant and the carrying amount of the Company’s obligations under these guarantees is immaterial.

(2) Reclassified to conform to the current period’s presentation.

Financial Standby Letters of Credit

Citigroup issues standby letters of credit which substitute its own credit for that of the borrower. If a letter of credit is drawn down, the borrower is obligated to repay Citigroup. Standby letters of credit protect a third party from defaults on contractual obligations. Financial standby letters of credit include guarantees of payment of insurance premiums and reinsurance risks that support industrial revenue bond underwriting and settlement of payment obligations to clearing houses, and also support options and purchases of securities or are in lieu of escrow deposit accounts. Financial standbys also backstop loans, credit facilities, promissory notes and trade acceptances.

Performance Guarantees

Performance guarantees and letters of credit are issued to guarantee a customer’s tender bid on a construction or systems installation project or to guarantee completion of such projects in accordance with contract terms. They are also issued to support a customer’s obligation to supply specified products, commodities, or maintenance or warranty services to a third party.

Derivative Instruments

Derivatives are financial instruments whose cash flows are based on a notional amount or an underlying instrument, where there is little or no initial investment, and whose terms require or permit net settlement. The main use of derivatives is to reduce risk for one party while offering the potential for high return (at increased risk) to another. Financial institutions often act as intermediaries for their clients, helping clients reduce their risks. However, derivatives may also be used to take a risk position. Derivative instruments include credit default swaps, total return swaps, foreign exchange contracts, options, forwards, warrants, and price variance swaps on equities, commodities, debt obligations, asset-backed securities, currencies, credit spreads, interest rates, other asset types and indices.

Loans Sold with Recourse

Loans sold with recourse represent the Company’s obligations to reimburse the buyers for loan losses under certain circumstances. Recourse refers to the clause in a sales agreement under which a lender will fully reimburse the buyer/investor for any losses resulting from the purchased loans. This may be accomplished by the seller’s taking back any loans that become delinquent.

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Securities Lending Indemnifications

Owners of securities frequently lend those securities for a fee to other parties who may sell them short or deliver them to another party to satisfy some other obligation. Banks may administer such securities lending programs for their clients. Securities lending indemnifications are issued by the bank to guarantee that a securities lending customer will be made whole in the event that the security borrower does not return the security subject to the lending agreement and collateral held is insufficient to cover the market value of the security.

Credit Card Merchant Processing

Credit card merchant processing guarantees represent the Company’s indirect obligations in connection with the processing of private label and bankcard transactions on behalf of merchants.

Custody Indemnifications

Custody indemnifications are issued to guarantee that custody clients will be made whole in the event that a third-party subcustodian fails to safeguard clients’ assets. Beginning with the 2006 third quarter, the scope of the custody indemnifications was broadened to cover all clients’ assets held by third-party subcustodians.

Other

Citigroup recorded a $306 million (pretax) charge related to certain of Visa USA’s litigation matters. In addition, in connection with its upcoming planned IPO, Visa has announced plans to adjust, on a pro rata basis, the number of a certain class of shares to be distributed to its USA member banks (including Citigroup). Such withheld shares would be used to fund an escrow account to satisfy certain of the Visa USA’s litigation matters and could enable Citigroup to release portions of its $306 million reserve. The carrying value of the reserve is included in Other liabilities.

Other Guarantees and Indemnifications

Citigroup’s primary credit card business is the issuance of credit cards to individuals. In addition, the Company provides transaction processing services to various merchants with respect to bankcard and private label cards. In the event of a billing dispute with respect to a bankcard transaction between a merchant and a cardholder that is ultimately resolved in the cardholder’s favor, the third party holds the primary contingent liability to credit or refund the amount to the cardholder and charge back the transaction to the merchant. If the third party is unable to collect this amount from the merchant, it bears the loss for the amount of the credit or refund paid to the cardholder.

The Company continues to have the primary contingent liability with respect to its portfolio of private label merchants. The risk of loss is mitigated as the cash flows between the third party or the Company and the merchant are settled on a net basis and the third party or the Company has the right to offset any payments with cash flows otherwise due to the merchant. To further mitigate this risk, the third party or the Company may require a merchant to make an escrow deposit, delay settlement, or include event triggers to provide the third party or the Company with more financial and

operational control in the event of the financial deterioration of the merchant, or require various credit enhancements (including letters of credit and bank guarantees). In the unlikely event that a private label merchant is unable to deliver products, services or a refund to its private label cardholders, Citigroup is contingently liable to credit or refund cardholders. In addition, although a third party holds the primary contingent liability with respect to the processing of bankcard transactions, in the event that the third party does not have sufficient collateral from the merchant or sufficient financial resources of its own to provide the credit or refunds to the cardholders, Citigroup would be liable to credit or refund the cardholders.

The Company’s maximum potential contingent liability related to both bankcard and private label merchant processing services is estimated to be the total volume of credit card transactions that meet the requirements to be valid chargeback transactions at any given time. At December 31, 2007 and December 31, 2006, this maximum potential exposure was estimated to be $64 billion and $52 billion, respectively.

However, the Company believes that the maximum exposure is not representative of the actual potential loss exposure based on the Company’s historical experience and its position as a secondary guarantor (in the case of bankcards). In most cases, this contingent liability is unlikely to arise, as most products and services are delivered when purchased and amounts are refunded when items are returned to merchants. The Company assesses the probability and amount of its contingent liability related to merchant processing based on the financial strength of the primary guarantor (in the case of bankcards) and the extent and nature of unresolved chargebacks and its historical loss experience. At December 31, 2007 and December 31, 2006, the estimated losses incurred and the carrying amounts of the Company’s contingent obligations related to merchant processing activities were immaterial.

In addition, the Company, through its credit card business, provides various cardholder protection programs on several of its card products, including programs that provide insurance coverage for rental cars, coverage for certain losses associated with purchased products, price protection for certain purchases and protection for lost luggage. These guarantees are not included in the table, since the total outstanding amount of the guarantees and the Company’s maximum exposure to loss cannot be quantified. The protection is limited to certain types of purchases and certain types of losses and it is not possible to quantify the purchases that would qualify for these benefits at any given time. The Company assesses the probability and amount of its potential liability related to these programs based on the extent and nature of its historical loss experience. At December 31, 2007, the actual and estimated losses incurred and the carrying value of the Company’s obligations related to these programs were immaterial.

In the normal course of business, the Company provides standard representations and warranties to counterparties in contracts in connection with numerous transactions and also provides indemnifications that protect the counterparties to the contracts in the event that additional taxes are owed due either to a change in the tax law or an adverse interpretation of the tax law. Counterparties to these transactions provide the Company with

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comparable indemnifications. While such representations, warranties and tax indemnifications are essential components of many contractual relationships, they do not represent the underlying business purpose for the transactions. The indemnification clauses are often standard contractual terms related to the Company’s own performance under the terms of a contract and are entered into in the normal course of business based on an assessment that the risk of loss is remote. Often these clauses are intended to ensure that terms of a contract are met at inception (for example, that loans transferred to a counterparty in a sales transaction did in fact meet the conditions specified in the contract at the transfer date). No compensation is received for these standard representations and warranties, and it is not possible to determine their fair value because they rarely, if ever, result in a payment. In many cases, there are no stated or notional amounts included in the indemnification clauses and the contingencies potentially triggering the obligation to indemnify have not occurred and are not expected to occur. There are no amounts reflected on the Consolidated Balance Sheet as of December 31, 2007 and 2006, related to these indemnifications and they are not included in the table.

In addition, the Company is a member of or shareholder in hundreds of value transfer networks (VTNs) (payment clearing and settlement systems as well as securities exchanges) around the world. As a condition of membership, many of these VTNs require that members stand ready to backstop the net effect on the VTNs of a member’s default on its obligations. The Company’s potential obligations as a shareholder or member of VTN associations are excluded from the scope of FIN 45, since the shareholders and members represent subordinated classes of investors in the VTNs. Accordingly, the Company’s participation in VTNs is not reported in the

table and there are no amounts reflected on the Consolidated Balance Sheet as of December 31, 2007 or December 31, 2006 for potential obligations that could arise from the Company’s involvement with VTN associations.

At December 31, 2007 and 2006, the carrying amounts of the liabilities related to the guarantees and indemnifications included in the table amounted to approximately $83 billion and $17 billion, respectively. The carrying value of derivative instruments is included in either Trading liabilities or Other liabilities, depending upon whether the derivative was entered into for trading or non-trading purposes. The carrying value of financial and performance guarantees is included in Other liabilities. For loans sold with recourse, the carrying value of the liability is included in Other liabilities. In addition, at December 31, 2007 and 2006, Other liabilities on the Consolidated Balance Sheet include an allowance for credit losses of $1.25 billion and $1.1 billion, respectively, relating to letters of credit and unfunded lending commitments.

In addition to the collateral available in respect of the credit card merchant processing contingent liability discussed above, the Company has collateral available to reimburse potential losses on its other guarantees. Cash collateral available to the Company to reimburse losses realized under these guarantees and indemnifications amounted to $112 billion and $92 billion at December 31, 2007 and 2006, respectively. Securities and other marketable assets held as collateral amounted to $54 billion and $42 billion and letters of credit in favor of the Company held as collateral amounted to $192 million and $142 million at December 31, 2007 and 2006, respectively. Other property may also be available to the Company to cover losses under certain guarantees and indemnifications; however, the value of such property has not been determined.

Credit Commitments

The table below summarizes Citigroup’s other commitments as of December 31, 2007 and 2006.

In millions of dollars	U.S.		Outside of U.S.		December 31, 2007		December 31, 2006
Commercial and similar letters of credit	$	1,483	$	7,692	$	9,175	$	7,861
One- to four-family residential mortgages		3,824		763		4,587		3,457
Revolving open-end loans secured by one- to four-family residential properties		31,930		3,257		35,187		32,449
Commercial real estate, construction and land development		3,736		1,098		4,834		4,007
Credit card lines		949,939		153,596		1,103,535		987,409
Commercial and other consumer loan commitments		303,376		170,255		473,631		439,931
Total	$	1,294,288	$	336,661	$	1,630,949	$	1,475,114

The majority of unused commitments are contingent upon customers’ maintaining specific credit standards. Commercial commitments generally have floating interest rates and fixed expiration dates and may require payment of fees. Such fees (net of certain direct costs) are deferred and, upon exercise of the commitment, amortized over the life of the loan or, if exercise is deemed remote, amortized over the commitment period.

Commercial and similar letters of credit

A commercial letter of credit is an instrument by which Citigroup substitutes its credit for that of a customer to enable the customers to finance the purchase of goods or to incur other commitments. Citigroup issues a letter on behalf of its client to a supplier and agrees to pay them upon presentation of documentary evidence that the supplier has performed in accordance with the terms of the letter of credit. When drawn, the customer then is required to reimburse Citigroup.

One- to four-family residential mortgages

A one- to four-family residential mortgage commitment is a written confirmation from Citigroup to a seller of a property that the bank will advance the specified sums enabling the buyer to complete the purchase.

Revolving open-end loans secured by one- to four-family residential properties

Revolving open-end loans secured by one- to four-family residential properties are essentially home equity lines of credit. A home equity line of credit is a loan secured by a primary residence or second home to the extent of the excess of fair market value over the debt outstanding for the first mortgage.

180

Commercial Real Estate, Construction and Land Development

Commercial real estate, construction and land development include unused portions of commitments to extend credit for the purpose of financing commercial and multifamily residential properties as well as land development projects. Both secured by real estate and unsecured commitments are included in this line. In addition, undistributed loan proceeds where there is an obligation to advance for construction progress payments are also included. However, this line only includes those extensions of credit that once funded will be classified as Loans on the Consolidated Balance Sheet.

Credit card lines

Citigroup provides credit to customers by issuing credit cards. The credit card lines are unconditionally cancellable by the issuer.

Commercial and other consumer loan commitments

Commercial and other consumer loan commitments include commercial commitments to make or purchase loans, to purchase third-party receivables, and to provide note issuance or revolving underwriting facilities. Amounts include $259 billion and $251 billion with an original maturity of less than one year at December 31, 2007 and December 31, 2006, respectively.

In addition, included in this line item are highly leveraged financing commitments which are agreements that provide funding to a borrower with higher levels of debt (measured by the ratio of debt capital to equity capital of the borrower) than is generally considered normal for other companies. This type of financing is commonly employed in corporate acquisitions, management buy-outs and similar transactions.

29. CONTINGENCIES

As described in the “Legal Proceedings” discussion on page 195, the Company has been a defendant in numerous lawsuits and other legal proceedings arising out of alleged misconduct in connection with:

(i) underwritings for, and research coverage of, WorldCom;

(ii) underwritings for Enron and other transactions and activities related to Enron;

(iii) transactions and activities related to research coverage of companies other than WorldCom; and

(iv) transactions and activities related to the IPO Securities Litigation.

As of December 31, 2007, the Company’s litigation reserve for these matters, net of amounts previously paid or not yet paid but committed to be paid in connection with the Enron class action settlement and other settlements arising out of these matters, was approximately $2.8 billion. The Company believes that this reserve is adequate to meet all of its remaining exposure for these matters.

As described in the “Legal Proceedings” discussion on page 195, the Company is also a defendant in numerous lawsuits and other legal proceedings arising out of alleged misconduct in connection with other matters. In view of the large number of litigation matters, the uncertainties of the timing and outcome of this type of litigation, the novel issues presented, and the significant amounts involved, it is possible that the ultimate costs of these matters may exceed or be below the Company’s litigation reserves. The Company will continue to defend itself vigorously in these cases, and seek to resolve them in the manner management believes is in the best interests of the Company.

In addition, in the ordinary course of business, Citigroup and its subsidiaries are defendants or co-defendants or parties in various litigation and regulatory

matters incidental to and typical of the businesses in which they are engaged. In the opinion of the Company’s management, the ultimate resolution of these legal and regulatory proceedings would not be likely to have a material adverse effect on the consolidated financial condition of the Company but, if involving monetary liability, may be material to the Company’s operating results for any particular period.

30. CITIBANK, N.A. STOCKHOLDER’S EQUITY

Statement of Changes in Stockholder’s Equity

In millions of dollars, except shares	Year ended December 31
	2007			2006			2005
Preferred stock ($100 par value)
Balance, beginning of year	$	—		$	—		$	1,950
Redemption or retirement of preferred stock		—			—			(1,950	)
Balance, end of year	$	—		$	—		$	—
Common stock ($20 par value)
Balance, beginning of year — Shares: 37,534,553 in 2007, 2006 and 2005	$	751		$	751		$	751
Balance, end of year — Shares: 37,534,553 in 2007, 2006 and 2005	$	751		$	751		$	751
Surplus
Balance, beginning of year	$	43,753		$	37,978		$	35,194
Capital contribution from parent company		25,267			5,589			2,501
Employee benefit plans		85			176			159
Other		30			10			124
Balance, end of year	$	69,135		$	43,753		$	37,978
Retained earnings
Balance, beginning of year	$	30,358		$	24,062		$	20,675
Adjustment to opening balance, net of taxes (1)		(96	)		—			—
Adjusted balance, beginning of period	$	30,262		$	24,062		$	20,675
Net income		2,304			9,338			9,077
Dividends paid		(651	)		(3,042	)		(5,690	)
Balance, end of year	$	31,915		$	30,358		$	24,062
Accumulated other comprehensive income (loss)
Balance, beginning of year	$	(1,709	)	$	(2,550	)	$	(624	)
Adjustment to opening balance, net of taxes (2)		(1	)		—			—
Adjusted balance, beginning of period	$	(1,710	)	$	(2,550	)	$	(624	)
Net change in unrealized gains (losses) on investment securities available-for-sale, net of taxes		(1,142	)		234			(512	)
Net change in foreign currency translation adjustment, net of taxes		2,143			1,926			(1,501	)
Net change in cash flow hedges, net of taxes		(1,954	)		(430	)		201
Pension liability adjustment, net of taxes		168			(3	)		(114	)
Adjustment to initially apply SFAS 158, net of taxes		—			(886	)		—
Net change in Accumulated other comprehensive income (loss)	$	(785	)	$	841		$	(1,926	)
Balance, end of year	$	(2,495	)	$	(1,709	)	$	(2,550	)

(Statement continues on next page)

181

Statement of Changes in Stockholder’s Equity (Continued)

In millions of dollars, except shares	Year ended December 31
	2007			2006		2005
Total common stockholder’s equity	$	99,306		$	73,153	$	60,241
Total stockholder’s equity	$	99,306		$	73,153	$	60,241
Comprehensive income
Net income	$	2,304		$	9,338	$	9,077
Net change in Accumulated other comprehensive income (loss)		(785	)		841		(1,926	)
Comprehensive income	$	1,519		$	10,179	$	7,151

(1) The adjustment to opening balance for Retained earnings represents the total of the after-tax gain (loss) amounts for the adoption of the following accounting pronouncements:

• SFAS 157 for $9 million,

• SFAS 159 for $15 million,

• FSP 13-2 for $(142) million, and

• FIN 48 for $22 million.

See Notes 1 and 26 on pages 111 and 167, respectively.

(2) The after-tax adjustment to the opening balance of Accumulated other comprehensive income (loss) represents the reclassification of the unrealized gains (losses) related to several miscellaneous items previously reported in accordance with SFAS 115. The related unrealized gains and losses were reclassified to retained earnings upon the adoption of the fair value option in accordance with SFAS 159. See Notes 1 and 26 on pages 111 and 167 for further discussions.

31. SUBSEQUENT EVENT

On February 20, 2008, the Company entered into a $500 million credit facility with the Falcon multi-strategy fixed income funds (the “Funds”) managed by Citigroup Alternative Investments. As a result of providing this facility, the Company became the primary beneficiary of the Funds and will include the Funds’ assets and liabilities in its Consolidated Balance Sheet commencing on February 20, 2008. The consolidation of the Funds will increase Citigroup’s assets and liabilities by approximately $10 billion.

32. CONDENSED CONSOLIDATING FINANCIAL STATEMENT SCHEDULES

These condensed consolidating financial statement schedules are presented for purposes of additional analysis but should be considered in relation to the consolidated financial statements of Citigroup taken as a whole.

Citigroup Parent Company

The holding company, Citigroup Inc.

Citigroup Global Markets Holdings Inc. (CGMHI)

Citigroup guarantees various debt obligations of CGMHI as well as all of the outstanding debt obligations under CGMHI’s publicly issued debt.

Citigroup Funding Inc. (CFI)

CFI is a first-tier subsidiary of Citigroup, which issues commercial paper, medium-term notes and structured equity-linked and credit-linked notes, all of which are guaranteed by Citigroup.

CitiFinancial Credit Company (CCC)

An indirect wholly-owned subsidiary of Citigroup. CCC is a wholly-owned subsidiary of Associates. Citigroup has issued a full and unconditional guarantee of the outstanding indebtedness of CCC.

Associates First Capital Corporation (Associates)

A wholly-owned subsidiary of Citigroup. Citigroup has issued a full and unconditional guarantee of the outstanding long-term debt securities and commercial paper of Associates. In addition, Citigroup guaranteed various debt obligations of Citigroup Finance Canada Inc. (CFCI), a wholly-owned subsidiary of Associates. CFCI continues to issue debt in the Canadian market supported by a Citigroup guarantee. Associates is the immediate parent company of CCC.

Other Citigroup Subsidiaries

Includes all other subsidiaries of Citigroup, intercompany eliminations, and income/loss from discontinued operations.

Consolidating Adjustments

Includes Citigroup parent company elimination of distributed and undistributed income of subsidiaries, investment in subsidiaries and the elimination of CCC, which is included in the Associates column.

182

Condensed Consolidating Statement of Income

	Year ended December 31, 2007
In millions of dollars	Citigroup parent company			CGMHI			CFI			CCC		Associates			Other Citigroup subsidiaries, eliminations and income from discontinued operations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiary banks and bank holding companies	$	10,632		$	—		$	—		$	—	$	—		$	—		$	(10,632	)	$	—
Interest revenue		426			31,438			6			6,754		7,854			84,743			(6,754	)		124,467
Interest revenue—intercompany		5,507			1,695			6,253			137		630			(14,085	)		(137	)		—
Interest expense		7,994			24,489			4,331			189		759			39,958			(189	)		77,531
Interest expense—intercompany		(80	)		5,871			882			2,274		2,955			(9,628	)		(2,274	)		—
Net interest revenue	$	(1,981	)	$	2,773		$	1,046		$	4,428	$	4,770		$	40,328		$	(4,428	)	$	46,936
Commissions and fees	$	—		$	11,089		$	—		$	95	$	186		$	9,857		$	(95	)	$	21,132
Commissions and fees—intercompany		(3	)		184			—			21		25			(206	)		(21	)		—
Principal transactions		380			(11,382	)		(68	)		—		2			(1,011	)		—			(12,079	)
Principal transactions—intercompany		118			605			(561	)		—		(30	)		(132	)		—			—
Other income		(1,233	)		4,594			150			452		664			21,534			(452	)		25,709
Other income—intercompany		1,008			1,488			(117	)		26		(30	)		(2,349	)		(26	)		—
Total non-interest revenues	$	270		$	6,578		$	(596	)	$	594	$	817		$	27,693		$	(594	)	$	34,762
Total revenues, net of interest expense	$	8,921		$	9,351		$	450		$	5,022	$	5,587		$	68,021		$	(15,654	)	$	81,698
Provisions for credit losses and for benefits and claims	$	—		$	40		$	—		$	2,515	$	2,786		$	15,683		$	(2,515	)	$	18,509
Expenses
Compensation and benefits	$	170		$	11,631		$	—		$	679	$	894		$	21,740		$	(679	)	$	34,435
Compensation and benefits—intercompany		11			1			—			161		162			(174	)		(161	)		—
Other expense		383			3,696			2			524		713			22,259			(524	)		27,053
Other expense—intercompany		241			1,959			71			299		397			(2,668	)		(299	)		—
Total operating expenses	$	805		$	17,287		$	73		$	1,663	$	2,166		$	41,157		$	(1,663	)	$	61,488
Income from continuing operations before taxes, minority interest, and equity in undistributed income of subsidiaries	$	8,116		$	(7,976	)	$	377		$	844	$	635		$	11,181		$	(11,476	)	$	1,701
Income taxes (benefits)		(933	)		(3,050	)		133			287		205			1,444			(287	)		(2,201	)
Minority interest, net of taxes		—			—			—			—		—			285			—			285
Equities in undistributed income of subsidiaries		(5,432	)		—			—			—		—			—			5,432			—
Income from continuing operations	$	3,617		$	(4,926	)	$	244		$	557	$	430		$	9,452		$	(5,757	)	$	3,617
Income from discontinued operations, net of taxes		—			—			—			—		—			—			—			—
Net income	$	3,617		$	(4,926	)	$	244		$	557	$	430		$	9,452		$	(5,757	)	$	3,617

183

Condensed Consolidating Statement of Income

	Year ended December 31, 2006
In millions of dollars	Citigroup parent company			CGMHI			CFI			CCC		Associates		Other Citigroup subsidiaries, eliminations and income from discontinued operations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiary banks and bank holding companies	$	17,327		$	—		$	—		$	—	$	—	$	—		$	(17,327	)	$	—
Interest revenue		453			23,757			—			5,989		7,073		65,214			(5,989	)		96,497
Interest revenue — intercompany		4,213			608			3,298			88		419		(8,538	)		(88	)		—
Interest expense		6,041			18,787			2,153			190		722		29,240			(190	)		56,943
Interest expense — intercompany		(53	)		2,940			890			1,710		2,472		(6,249	)		(1,710	)		—
Net interest revenue	$	(1,322	)	$	2,638		$	255		$	4,177	$	4,298	$	33,685		$	(4,177	)	$	39,554
Commissions and fees	$	—		$	9,539		$	—		$	66	$	156	$	9,549		$	(66	)	$	19,244
Commissions and fees — intercompany		—			274			—			43		42		(316	)		(43	)		—
Principal transactions		44			4,319			(285	)		—		15		3,906			—			7,999
Principal transactions — intercompany		(14	)		(295	)		152			—		—		157			—			—
Other income		126			3,879			46			458		618		18,149			(458	)		22,818
Other income — intercompany		(120	)		802			(18	)		9		18		(682	)		(9	)		—
Total non-interest revenues	$	36		$	18,518		$	(105	)	$	576	$	849	$	30,763		$	(576	)	$	50,061
Total revenues, net of interest expense	$	16,041		$	21,156		$	150		$	4,753	$	5,147	$	64,448		$	(22,080	)	$	89,615
Provisions for credit losses and for benefits and claims	$	—		$	70		$	—		$	1,209	$	1,395	$	6,490		$	(1,209	)	$	7,955
Expenses
Compensation and benefits	$	93		$	11,240		$	—		$	759	$	967	$	17,977		$	(759	)	$	30,277
Compensation and benefits — intercompany		7			1			—			137		138		(146	)		(137	)		—
Other expense		174			3,661			1			528		690		17,218			(528	)		21,744
Other expense — intercompany		155			1,627			44			198		266		(2,092	)		(198	)		—
Total operating expenses	$	429		$	16,529		$	45		$	1,622	$	2,061	$	32,957		$	(1,622	)	$	52,021
Income from continuing operations before taxes, minority interest, and equity in undistributed income of subsidiaries	$	15,612		$	4,557		$	105		$	1,922	$	1,691	$	25,001		$	(19,249	)	$	29,639
Income taxes (benefits)		(757	)		1,344			41			687		545		6,928			(687	)		8,101
Minority interest, net of taxes		—			—			—			—		—		289			—			289
Equities in undistributed income of subsidiaries		5,169			—			—			—		—		—			(5,169	)		—
Income from continuing operations	$	21,538		$	3,213		$	64		$	1,235	$	1,146	$	17,784		$	(23,731	)	$	21,249
Income from discontinued operations, net of taxes		—			89			—			—		—		200			—			289
Net income	$	21,538		$	3,302		$	64		$	1,235	$	1,146	$	17,984		$	(23,731	)	$	21,538

184

Condensed Consolidating Statement of Income

	Year ended December 31, 2005
In millions of dollars	Citigroup parent company			CGMHI			CFI			CCC			Associates			Other Citigroup subsidiaries, eliminations and income from discontinued operations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiary banks and bank holding companies	$	28,220		$	—		$	—		$	—		$	—		$	—		$	(28,220	)	$	—
Interest revenue		324			16,382			—			5,586			6,669			52,547			(5,586	)		75,922
Interest revenue—intercompany		2,960			417			682			(69	)		223			(4,282	)		69			—
Interest expense		4,203			12,602			515			221			693			18,663			(221	)		36,676
Interest expense—intercompany		(205	)		986			158			1,311			1,649			(2,588	)		(1,311	)		—
Net interest revenue	$	(714	)	$	3,211		$	9		$	3,985		$	4,550		$	32,190		$	(3,985	)	$	39,246
Commissions and fees	$	—		$	8,074		$	—		$	13		$	65		$	8,791		$	(13	)	$	16,930
Commissions and fees—intercompany		—			234			—			17			16			(250	)		(17	)		—
Principal transactions		292			4,526			(25	)		—			(7	)		1,870			—			6,656
Principal transactions—intercompany		15			(2,208	)		15			1			1			2,177			(1	)		—
Other income		356			3,158			30			621			546			16,720			(621	)		20,810
Other income—intercompany		(248	)		558			(28	)		(23	)		(16	)		(266	)		23			—
Total non-interest revenues	$	415		$	14,342		$	(8	)	$	629		$	605		$	29,042		$	(629	)	$	44,396
Total revenues, net of interest expense	$	27,921		$	17,553		$	1		$	4,614		$	5,155		$	61,232		$	(32,834	)	$	83,642
Provisions for credit losses and for benefits and claims	$	—		$	27		$	—		$	1,849		$	2,029		$	6,990		$	(1,849	)	$	9,046
Expenses
Compensation and benefits	$	143		$	9,392		$	—		$	726		$	874		$	15,363		$	(726	)	$	25,772
Compensation and benefits—intercompany		6			1			—			130			131			(138	)		(130	)		—
Other expense		184			2,441			1			489			603			16,162			(489	)		19,391
Other expense—intercompany		101			1,365			4			168			223			(1,693	)		(168	)		—
Total operating expenses	$	434		$	13,199		$	5		$	1,513		$	1,831		$	29,694		$	(1,513	)	$	45,163
Income from continuing operations before taxes, minority interest, cumulative effect of accounting change, and equity in undistributed income of subsidiaries	$	27,487		$	4,327		$	(4	)	$	1,252		$	1,295		$	24,548		$	(29,472	)	$	29,433
Income taxes (benefits)		(315	)		1,441			(2	)		475			480			7,474			(475	)		9,078
Minority interest, net of taxes		—			—			—			—			—			549			—			549
Equities in undistributed income of subsidiaries		(3,201	)		—			—			—			—			—			3,201			—
Income from continuing operations before cumulative effect of accounting change	$	24,601		$	2,886		$	(2	)	$	777		$	815		$	16,525		$	(25,796	)	$	19,806
Income from discontinued operations, net of taxes		—			2,198			—			—			—			2,634			—			4,832
Cumulative effect of accounting change, net of taxes		(12	)		—			—			—			—			(37	)		—			(49	)
Net income	$	24,589		$	5,084		$	(2	)	$	777		$	815		$	19,122		$	(25,796	)	$	24,589

185

Condensed Consolidating Balance Sheet

	December 31, 2007
In millions of dollars	Citigroup parent company		CGMHI			CFI		CCC			Associates			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	—	$	4,405		$	2	$	182		$	280		$	33,519		$	(182	)	$	38,206
Cash and due from banks—intercompany		19		892			—		139			160			(1,071	)		(139	)		—
Federal funds sold and resale agreements		—		242,771			—		—			—			31,295			—			274,066
Federal funds sold and resale agreements—intercompany		—		12,668			—		—			—			(12,668	)		—			—
Trading account assets		12		273,662			303		—			30			264,977			—			538,984
Trading account assets—intercompany		262		7,648			1,458		—			5			(9,373	)		—			—
Investments		10,934		431			—		2,275			2,813			200,830			(2,275	)		215,008
Loans, net of unearned income		—		758			—		49,705			58,944			718,291			(49,705	)		777,993
Loans, net of unearned income—intercompany		—		—			106,645		3,987			12,625			(119,270	)		(3,987	)		—
Allowance for loan losses		—		(79	)		—		(1,639	)		(1,828	)		(14,210	)		1,639			(16,117	)
Total loans, net	$	—	$	679		$	106,645	$	52,053		$	69,741		$	584,811		$	(52,053	)	$	761,876
Advances to subsidiaries		111,155		—			—		—			—			(111,155	)		—			—
Investments in subsidiaries		166,017		—			—		—			—			—			(166,017	)		—
Other assets		7,804		88,333			76		5,552			7,227			256,051			(5,552	)		359,491
Other assets—intercompany		6,073		32,051			4,846		273			480			(43,450	)		(273	)		—
Total assets	$	302,276	$	663,540		$	113,330	$	60,474		$	80,736		$	1,193,766		$	(226,491	)	$	2,187,631
Liabilities and stockholders’ equity
Deposits	$	—	$	—		$	—	$	—		$	—		$	826,230		$	—		$	826,230
Federal funds purchased and securities loaned or sold		—		260,129			—		—			—			44,114			—			304,243
Federal funds purchased and securities loaned or sold—intercompany		1,486		10,000			—		—			—			(11,486	)		—			—
Trading account liabilities		—		117,627			121		—			—			64,334			—			182,082
Trading account liabilities—intercompany		161		6,327			375		—			21			(6,884	)		—			—
Short-term borrowings		5,635		16,732			41,429		—			1,444			81,248			—			146,488
Short-term borrowings—intercompany		—		59,461			31,691		5,742			37,181			(128,333	)		(5,742	)		—
Long-term debt		171,637		31,401			36,395		3,174			13,679			174,000			(3,174	)		427,112
Long-term debt—intercompany		—		39,606			957		42,293			19,838			(60,401	)		(42,293	)		—
Advances from subsidiaries		3,555		—			—		—			—			(3,555	)		—			—
Other liabilities		4,580		98,425			268		2,027			1,960			82,645			(2,027	)		187,878
Other liabilities—intercompany		1,624		9,640			165		847			271			(11,700	)		(847	)		—
Stockholders’ equity		113,598		14,192			1,929		6,391			6,342			143,554			(172,408	)		113,598
Total liabilities and stockholders’ equity	$	302,276	$	663,540		$	113,330	$	60,474		$	80,736		$	1,193,766		$	(226,491	)	$	2,187,631

186

Condensed Consolidating Balance Sheet

	December 31, 2006
In millions of dollars	Citigroup parent company		CGMHI			CFI		CCC			Associates			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	—	$	3,752		$	—	$	216		$	313		$	22,449		$	(216	)	$	26,514
Cash and due from banks — intercompany		21		669			—		172			190			(880	)		(172	)		—
Federal funds sold and resale agreements		—		269,949			—		—			—			12,868			—			282,817
Federal funds sold and resale agreements — intercompany		—		5,720			—		—			—			(5,720	)		—			—
Trading account assets		38		281,290			—		—			36			112,561			—			393,925
Trading account assets — intercompany		224		6,257			1		—			9			(6,491	)		—			—
Investments		9,088		—			—		2,290			2,808			261,695			(2,290	)		273,591
Loans, net of unearned income		—		932			—		44,809			53,614			624,646			(44,809	)		679,192
Loans, net of unearned income — intercompany		—		—			83,308		8,116			11,234			(94,542	)		(8,116	)		—
Allowance for loan losses		—		(60	)		—		(954	)		(1,099	)		(7,781	)		954			(8,940	)
Total loans, net	$	—	$	872		$	83,308	$	51,971		$	63,749		$	522,323		$	(51,971	)	$	670,252
Advances to subsidiaries		90,112		—			—		—			—			(90,112	)		—			—
Investments in subsidiaries		146,904		—			—		—			—			—			(146,904	)		—
Other assets		8,234		66,761			552		4,708			6,208			155,464			(4,708	)		237,219
Other assets — intercompany		2,969		16,153			4,241		260			388			(23,751	)		(260	)		—
Total assets	$	257,590	$	651,423		$	88,102	$	59,617		$	73,701		$	960,406		$	(206,521	)	$	1,884,318
Liabilities and stockholders’ equity
Deposits	$	—	$	—		$	—	$	—		$	—		$	712,041		$	—		$	712,041
Federal funds purchased and securities loaned or sold		—		304,470			—		—			—			44,765			—			349,235
Federal funds purchased and securities loaned or sold — intercompany		1,910		2,283			—		—			—			(4,193	)		—			—
Trading account liabilities		5		106,174			51		—			—			39,657			—			145,887
Trading account liabilities — intercompany		128		2,829			93		—			—			(3,050	)		—			—
Short-term borrowings		32		14,102			43,345		1,201			3,137			40,217			(1,201	)		100,833
Short-term borrowings — intercompany		—		47,178			22,494		9,739			24,130			(93,802	)		(9,739	)		—
Long-term debt		125,350		28,719			18,847		2,904			13,222			102,356			(2,904	)		288,494
Long-term debt — intercompany		399		24,038			1,644		33,050			24,349			(50,430	)		(33,050	)		—
Advances from subsidiaries		2,565		—			—		—			—			(2,565	)		—			—
Other liabilities		6,246		95,113			139		1,362			1,194			65,353			(1,362	)		168,045
Other liabilities — intercompany		1,172		6,498			179		628			334			(8,183	)		(628	)		—
Stockholders’ equity		119,783		20,019			1,310		10,733			7,335			118,240			(157,637	)		119,783
Total liabilities and stockholders’ equity	$	257,590	$	651,423		$	88,102	$	59,617		$	73,701		$	960,406		$	(206,521	)	$	1,884,318

187

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2007
In millions of dollars	Citigroup parent company			CGMHI			CFI			CCC			Associates			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(7,572	)	$	(26,696	)	$	(269	)	$	3,973		$	3,386		$	(40,279	)	$	(3,973	)	$	(71,430	)
Cash flows from investing activities
Change in loans	$	—		$	174		$	(23,943	)	$	(7,601	)	$	(8,389	)	$	(329,776	)	$	7,601		$	(361,934	)
Proceeds from sales and securitizations of loans		—			—			—			—			—			273,464			—			273,464
Purchases of investments		(25,567	)		(302	)		—			(690	)		(1,662	)		(246,895	)		690			(274,426	)
Proceeds from sales of investments		15,475			—			—			276			755			195,523			(276	)		211,753
Proceeds from maturities of investments		8,221			—			—			430			961			112,164			(430	)		121,346
Changes in investments and advances — intercompany		(31,692	)		—			—			4,130			(1,391	)		33,083			(4,130	)		—
Business acquisitions		—			—			—			—			—			(15,614	)		—			(15,614	)
Other investing activities		—			(986	)		—			—			—			(15,980	)		—			(16,966	)
Net cash (used in) provided by investing activities	$	(33,563	)	$	(1,114	)	$	(23,943	)	$	(3,455	)	$	(9,726	)	$	5,969		$	3,455		$	(62,377	)
Cash flows from financing activities
Dividends paid	$	(10,778	)	$	—		$	—		$	—		$	—		$	—		$	—		$	(10,778	)
Dividends paid — intercompany		—			(1,903	)		—			(4,900	)		(1,500	)		3,403			4,900			—
Issuance of common stock		1,060			—			—			—			—			—			—			1,060
Redemption or retirement of preferred stock		(1,000	)		—			—			—			—			—			—			(1,000	)
Treasury stock acquired		(663	)		—			—			—			—			—			—			(663	)
Proceeds/(repayments) from issuance of long-term debt — third-party, net		47,271			940			16,656			270			457			(12,345	)		(270	)		52,979
Proceeds/(repayments) from issuance of long-term debt — intercompany, net		(399	)		14,097			—			9,243			(4,511	)		(9,187	)		(9,243	)		—
Change in deposits		—			—			—			—			—			93,422			—			93,422
Net change in short-term borrowings and other investment banking and brokerage borrowings — third-party		5,603			2,630			7,593			(1,200	)		(886	)		(4,515	)		1,200			10,425
Net change in short-term borrowings and other advances — intercompany		990			12,922			(410	)		(3,998	)		12,717			(26,219	)		3,998			—
Capital contributions from parent		—			—			375			—			—			(375	)		—			—
Other financing activities		(951	)		—			—			—			—			—			—			(951	)
Net cash provided by (used in) financing activities	$	41,133		$	28,686		$	24,214		$	(585	)	$	6,277		$	44,184		$	585		$	144,494
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	—		$	—		$	—		$	1,005		$	—		$	1,005
Net (decrease)/increase in cash and due from banks	$	(2	)	$	876		$	2		$	(67	)	$	(63	)	$	10,879		$	67		$	11,692
Cash and due from banks at beginning of period		21			4,421			—			388			503			21,569			(388	)		26,514
Cash and due from banks at end of period from continuing operations	$	19		$	5,297		$	2		$	321		$	440		$	32,448		$	(321	)	$	38,206
Supplemental disclosure of cash flow information
Cash paid during the year for:
Income taxes	$	(1,225	)	$	230		$	18		$	387		$	54		$	6,846		$	(387	)	$	5,923
Interest		5,121			30,388			6,711			2,315			432			30,080			(2,315	)		72,732
Non-cash investing activities:
Transfers to repossessed assets	$	—		$	—		$	—		$	1,083		$	1,226		$	1,061		$	(1,083	)	$	2,287

188

Condensed Consolidating Statements of Cash Flows

	Year ended December 31, 2006
In millions of dollars	Citigroup parent company			CGMHI			CFI			CCC			Associates			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Net cash provided by (used in) operating activities of continuing operations	$	17,391		$	(6,938	)	$	(142	)	$	3,646		$	3,849		$	(14,313	)	$	(3,646	)	$	(153	)
Cash flows from investing activities
Change in loans	$	—		$	188		$	—		$	(5,805	)	$	(6,011	)	$	(350,239	)	$	5,805		$	(356,062	)
Proceeds from sales and securitizations of loans		—			—			—			—			—			253,176			—			253,176
Purchases of investments		(15,998	)		—			—			(4,239	)		(6,103	)		(274,023	)		4,239			(296,124	)
Proceeds from sales of investments		4,700			—			—			957			1,703			80,596			(957	)		86,999
Proceeds from maturities of investments		10,623			—			—			3,451			4,797			105,691			(3,451	)		121,111
Changes in investments and advances—intercompany		(21,542	)		—			(36,114	)		(2,058	)		(2,653	)		60,309			2,058			—
Business acquisitions		—			(9	)		—			—			—			9			—			—
Other investing activities		—			(4,427	)		—			—			—			(8,879	)		—			(13,306	)
Net cash used in investing activities	$	(22,217	)	$	(4,248	)	$	(36,114	)	$	(7,694	)	$	(8,267	)	$	(133,360	)	$	7,694		$	(204,206	)
Cash flows from financing activities
Dividends paid	$	(9,826	)	$	—		$	—		$	—		$	—		$	—		$	—		$	(9,826	)
Dividends paid—intercompany		—			(4,644	)		—			—			—			4,644			—			—
Issuance of common stock		1,798			—			—			—			—			—			—			1,798
Redemption or retirement of preferred stock		(125	)		—			—			—			—			—			—			(125	)
Treasury stock acquired		(7,000	)		—			—			—			—			—			—			(7,000	)
Proceeds/(repayments) from issuance of long-term debt—third-party, net		22,202			(11,353	)		14,522			(881	)		(810	)		42,658			881			67,219
Proceeds/(repayments) from issuance of long-term debt—intercompany, net		(52	)		6,382			—			961			(10,862	)		4,532			(961	)		—
Change in deposits		—			—			—			(1	)		—			121,203			1			121,203
Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party		(2	)		3,711			8,334			(320	)		34			21,826			320			33,903
Net change in short-term borrowings and other advances—intercompany		(1,710	)		17,598			12,224			3,750			15,446			(43,558	)		(3,750	)		—
Capital contributions from parent		—			—			1,175			238			235			(1,410	)		(238	)		—
Other financing activities		(685	)		—			—			2			2			(2	)		(2	)		(685	)
Net cash provided by financing activities	$	4,600		$	11,694		$	36,255		$	3,749		$	4,045		$	149,893		$	(3,749	)	$	206,487
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	—		$	—		$	—		$	645		$	—		$	645
Net cash provided by discontinued operations	$	—		$	—		$	—		$	—		$	—		$	109		$	—		$	109
Net (decrease)/increase in cash and due from banks	$	(226	)	$	508		$	(1	)	$	(299	)	$	(373	)	$	2,974		$	299		$	2,882
Cash and due from banks at beginning of period		247			3,913			1			687			876			18,595			(687	)		23,632
Cash and due from banks at end of period from continuing operations	$	21		$	4,421		$	—		$	388		$	503		$	21,569		$	(388	)	$	26,514
Supplemental disclosure of cash flow information
Cash paid during the year for:
Income taxes	$	(1,021	)	$	2,372		$	49		$	593		$	86		$	7,744		$	(593	)	$	9,230
Interest		5,492			20,720			2,893			156			483			21,884			(156	)		51,472
Non-cash investing activities:
Transfers to repossessed assets	$	—		$	—		$	—		$	1,077		$	1,103		$	311		$	(1,077	)	$	1,414

189

Condensed Consolidating Statements of Cash Flows

	Year ended December 31, 2005
In millions of dollars	Citigroup parent company			CGMHI			CFI			CCC			Associates			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Net cash provided by (used in) operating activities of continuing operations	$	22,409		$	(10,781	)	$	(95	)	$	3,441		$	4,556		$	15,953		$	(3,441	)	$	32,042
Cash flows from investing activities
Change in loans	$	—		$	(59	)	$	—		$	(4,584	)	$	(4,175	)	$	(286,766	)	$	4,584		$	(291,000	)
Proceeds from sales and securitizations of loans		—			—			—			—			493			244,842			—			245,335
Purchases of investments		(9,790	)		—			—			(8,384	)		(10,038	)		(183,195	)		8,384			(203,023	)
Proceeds from sales of investments		7,140			—			—			7,148			7,627			67,836			(7,148	)		82,603
Proceeds from maturities of investments		3,200			—			—			1,368			2,516			91,797			(1,368	)		97,513
Changes in investments and advances—intercompany		(9,582	)		—			(50,721	)		(1,635	)		(3,254	)		63,557			1,635			—
Business acquisitions		—			(138	)		—			—			—			(464	)		—			(602	)
Other investing activities		—			(1,266	)		—			—			—			10,217			—			8,951
Net cash (used in) provided by investing activities	$	(9,032	)	$	(1,463	)	$	(50,721	)	$	(6,087	)	$	(6,831	)	$	7,824		$	6,087		$	(60,223	)
Cash flows from financing activities
Dividends paid	$	(9,188	)	$	—		$	—		$	—		$	—		$	—		$	—		$	(9,188	)
Dividends paid—intercompany		—			(1,646	)		—			—			—			1,646			—			—
Issuance of common stock		1,400			—			—			—			—			—			—			1,400
Treasury stock acquired		(12,794	)		—			—			—			—			—			—			(12,794	)
Proceeds/(repayments) from issuance of long-term debt—third-party, net		12,218			(3,581	)		6,094			(529	)		(2,370	)		4,127			529			16,488
Proceeds/(repayments) from issuance of long-term debt—intercompany, net		456			4,585			—			4,186			(5,443	)		402			(4,186	)		—
Change in deposits		—			—			—			(1	)		—			27,713			1			27,713
Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party		(87	)		(15,423	)		33,440			1,450			2,224			(9,991	)		(1,450	)		10,163
Net change in short-term borrowings and other advances—intercompany		(4,574	)		28,988			11,208			(2,306	)		8,152			(43,774	)		2,306			—
Capital contributions from parent		—			—			75			128			—			(75	)		(128	)		—
Other financing activities		(696	)		—			—			4			4			(4	)		(4	)		(696	)
Net cash (used in) provided by financing activities	$	(13,265	)	$	12,923		$	50,817		$	2,932		$	2,567		$	(19,956	)	$	(2,932	)	$	33,086
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	—		$	—		$	—		$	(1,840	)	$	—		$	(1,840	)
Net cash used in discontinued operations	$	—		$	—		$	—		$	—		$	—		$	(46	)	$	—		$	(46	)
Net increase in cash and due from banks	$	112		$	679		$	1		$	286		$	292		$	1,935		$	(286	)	$	3,019
Cash and due from banks at beginning of period		135			3,234			—			401			584			16,660			(401	)		20,613
Cash and due from banks at end of period from continuing operations	$	247		$	3,913		$	1		$	687		$	876		$	18,595		$	(687	)	$	23,632
Supplemental disclosure of cash flow information
Cash paid during the year for:
Income taxes	$	(544	)	$	977		$	—		$	748		$	110		$	8,078		$	(748	)	$	8,621
Interest		4,095			12,889			608			205			418			14,071			(205	)		32,081
Non-cash investing activities:
Transfers to repossessed assets	$	—		$	—		$	—		$	1,044		$	1,028		$	240		$	(1,044	)	$	1,268

190

33. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

	2007									2006
In millions of dollars, except per share amounts	Fourth			Third		Second		First		Fourth		Third		Second		First
Revenues, net of interest expense	$	7,216		$	22,393	$	26,630	$	25,459	$	23,828	$	21,422	$	22,182	$	22,183
Operating expenses		16,501			14,561		14,855		15,571		13,958		11,936		12,769		13,358
Provisions for credit losses and for benefits and claims		7,763			5,062		2,717		2,967		2,348		2,117		1,817		1,673
Income from continuing operations before income taxes and minority interest	$	(17,048	)	$	2,770	$	9,058	$	6,921	$	7,522	$	7,369	$	7,596	$	7,152
Income taxes		(7,310	)		538		2,709		1,862		2,241		2,020		2,303		1,537
Minority interest, net of taxes		95			20		123		47		152		46		31		60
Income from continuing operations	$	(9,833	)	$	2,212	$	6,226	$	5,012	$	5,129	$	5,303	$	5,262	$	5,555
Income from discontinued operations, net of taxes		—			—		—		—		—		202		3		84
Net income	$	(9,833	)	$	2,212	$	6,226	$	5,012	$	5,129	$	5,505	$	5,265	$	5,639
Earnings per share (1) (2)
Basic
Income from continuing operations	$	(1.99	)	$	0.45	$	1.27	$	1.02	$	1.05	$	1.08	$	1.07	$	1.13
Net income		(1.99	)		0.45		1.27		1.02		1.05		1.13		1.07		1.14
Diluted
Income from continuing operations	$	(1.99	)	$	0.44	$	1.24	$	1.01	$	1.03	$	1.06	$	1.05	$	1.11
Net income		(1.99	)		0.44		1.24		1.01		1.03		1.10		1.05		1.12
Common stock price per share
High	$	48.32		$	52.84	$	55.20	$	55.25	$	56.41	$	50.23	$	50.37	$	49.29
Low		29.29			45.30		51.05		48.75		49.38		46.40		47.41		45.05
Close		29.44			46.67		51.29		51.34		55.70		49.67		48.25		47.23
Dividends per share of common stock	$	0.54		$	0.54	$	0.54	$	0.54	$	0.49	$	0.49	$	0.49	$	0.49

(1) Due to averaging of shares, quarterly earnings per share may not add up to the totals reported for the full year.

(2) Diluted shares are equal to basic shares for the fourth quarter of 2007 due to the net loss. Adding additional shares to the denominator would result in anti-dilution due to the losses in the fourth quarter of 2007.

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FINANCIAL DATA SUPPLEMENT (Unaudited)

RATIOS

	2007		2006		2005
Net income to average assets	0.17	%	1.28	%	1.64	%
Return on common stockholders’ equity (1)	2.9		18.8		22.3
Return on total stockholders’ equity (2)	3.0		18.6		22.2
Total average equity to average assets	5.66		6.88		7.41
Dividends payout ratio (3)	300.0		45.5		37.1

(1) Based on net income less preferred stock dividends as a percentage of average common stockholders’ equity.

(2) Based on net income as a percentage of average total stockholders’ equity.

(3) Dividends declared per common share as a percentage of net income per diluted share.

AVERAGE DEPOSIT LIABILITIES IN OFFICES OUTSIDE THE U.S. ⁽¹⁾

	2007				2006				2005
In millions of dollars at year end	Average balance		Average interest rate		Average balance		Average interest rate		Average balance		Average interest rate
Banks	$	68,538	4.72	%	$	50,478	3.56	%	$	29,794	5.21	%
Other demand deposits		208,634	2.57			156,197	2.53			140,105	1.65
Other time and savings deposits (2)		256,946	4.54			229,376	4.01			203,041	2.92
Total	$	534,118	3.79	%	$	436,051	3.42	%	$	372,940	2.62	%

(1) Interest rates and amounts include the effects of risk management activities and also reflect the impact of the local interest rates prevailing in certain countries. See Note 24 to the Consolidated Financial Statements on page 164.

(2) Primarily consists of certificates of deposit and other time deposits in denominations of $100,000 or more.

MATURITY PROFILE OF TIME DEPOSITS ($100,000 OR MORE) IN U.S. OFFICES

In millions of dollars at December 31, 2007	Under 3 months		Over 3 to 6 months		Over 6 to 12 months		Over 12 months
Certificates of deposit	$	11,215	$	33,880	$	2,917	$	2,580
Other time deposits		169		31		23		1

SHORT-TERM AND OTHER BORROWINGS ⁽¹⁾

	Federal funds purchased and securities sold under agreements to repurchase (2)									Commercial paper									Other funds borrowed (2)
In millions of dollars	2007			2006			2005			2007			2006			2005			2007			2006			2005
Amounts outstanding at year end	$	304,243		$	349,235		$	242,392		$	37,343		$	43,695		$	34,159		$	109,145		$	57,138		$	32,771
Average outstanding during the year (3)		386,628			290,663			245,595			45,204			32,468			26,106			98,349			39,047			31,725
Maximum month-end outstanding		441,844			349,235			279,021			57,303			43,695			34,751			145,783			57,138			33,907
Weighted-average interest rate
During the year (3) (4)		5.96	%		6.00	%		4.83	%		5.23	%		4.96	%		3.11	%		2.98	%		4.13	%		4.06	%
At year end (5)		4.52	%		4.81	%		3.77	%		4.92	%		5.28	%		4.30	%		3.62	%		4.47	%		3.85	%

(1) Original maturities of less than one year.

(2) Rates reflect prevailing local interest rates including inflationary effects and monetary correction in certain countries.

(3) Excludes discontinued operations.

(4) Interest rates include the effects of risk management activities. See Notes 20 and 24 to the Consolidated Financial Statements on pages 149 and 164, respectively.

(5) Based on contractual rates at year end.

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LEGAL AND REGULATORY REQUIREMENTS

Bank Holding Company/Financial Holding Company

Citigroup’s ownership of Citibank, N.A. (Citibank) and other banks makes Citigroup a “bank holding company” under U.S. law. Bank holding companies are generally limited to the business of banking, managing or controlling banks, and other closely related activities. Citigroup is qualified as a “financial holding company,” which permits the Company to engage in a broader range of financial activities in the U.S. and abroad. These activities include underwriting and dealing in securities, insurance underwriting and brokerage, and making investments in non-financial companies for a limited period of time, as long as the Company does not manage the non-financial company’s day-to-day activities, and the Company’s banking subsidiaries engage only in permitted cross-marketing with the non-financial company. If Citigroup ceases to qualify as a financial holding company, it could be barred from new financial activities or acquisitions, and have to discontinue the broader range of activities permitted to financial holding companies.

Regulators

As a bank holding company, Citigroup is regulated and supervised by the FRB. Nationally chartered subsidiary banks, such as Citibank, are regulated and supervised by the Office of the Comptroller of the Currency (OCC); federal savings associations by the Office of Thrift Supervision; and state-chartered depository institutions by state banking departments and the Federal Deposit Insurance Corporation (FDIC). The FDIC has back-up enforcement authority for banking subsidiaries whose deposits it insures. Overseas branches of Citibank are regulated and supervised by the FRB and OCC and overseas subsidiary banks by the FRB. Such overseas branches and subsidiary banks are also regulated and supervised by regulatory authorities in the host countries.

Internal Growth and Acquisitions

Unless otherwise required by the FRB, financial holding companies generally can engage, directly or indirectly in the U.S. and abroad, in financial activities, either de novo or by acquisition, by providing after-the-fact notice to the FRB. However, the Company must obtain the prior approval of the FRB before acquiring more than five percent of any class of voting stock of a U.S. depository institution or bank holding company.

Subject to certain restrictions and the prior approval of the appropriate federal banking regulatory agency, the Company can acquire U.S. depository institutions, including out-of-state banks. In addition, intrastate bank mergers are permitted and banks in states that do not prohibit out-of-state mergers may merge. A national or state bank can establish a new branch in another state if permitted by the other state, and a federal savings association can generally open new branches in any state.

The FRB must approve certain additional capital contributions to an existing non-U.S. investment and certain acquisitions by the Company of an interest in a non-U.S. company, including in a foreign bank, as well as the establishment by Citibank of foreign branches in certain circumstances.

Dividends

The Company’s bank holding companies and banking subsidiaries are limited in their ability to pay dividends. (See Note 21 to the Consolidated Financial Statements on page 153.) In addition to specific limitations on the dividends that subsidiary banks can pay to their holding companies, federal regulators could prohibit a dividend that would be an unsafe or unsound banking practice.

It is FRB policy that bank holding companies should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. Moreover, bank holding companies should not maintain dividend levels that undermine the company’s ability to be a source of strength to its banking subsidiaries.

Transactions with Nonbank Subsidiaries

A banking subsidiary’s transactions with a holding company or nonbank subsidiary generally are limited to 10% of the banking subsidiary’s capital stock and surplus, with an aggregate limit of 20% of the banking subsidiary’s capital stock and surplus for all such transactions. Such transactions must be on arm’s-length terms, and certain credit transactions must be fully secured by approved forms of collateral.

Liquidation

The Company’s right to participate in the distribution of assets of a subsidiary upon the subsidiary’s liquidation will be subordinate to the claims of the subsidiary’s creditors. If the subsidiary is an insured depository institution, the Company’s claim as a stockholder or creditor will be subordinated to the claims of depositors and other general or subordinated creditors.

In the liquidation of a U.S. insured depository institution, deposits in U.S. offices and certain claims for administrative expenses and employee compensation will have priority over other general unsecured claims, including deposits in offices outside the U.S., non-deposit claims in all offices, and claims of a parent such as the Company. The FDIC, which succeeds to the position of insured depositors, would be a priority creditor.

An FDIC-insured financial institution that is affiliated with a failed FDIC-insured institution may have to indemnify the FDIC for losses resulting from the insolvency of the failed institution, even if this causes the indemnifying institution also to become insolvent. Obligations of a subsidiary depository institution to a parent company are subordinate to the subsidiary’s indemnity liability and the claims of its depositors.

Other Bank and Bank Holding Company Regulation

The Company and its banking subsidiaries are subject to other regulatory limitations, including requirements for banks to maintain reserves against deposits; requirements as to risk based capital and leverage (see “Capital Resources and Liquidity” on page 75 and Note 20 to the Consolidated Financial Statements on page 149); restrictions on the types and amounts of loans that may be made and the interest that may be charged; and limitations on investments that can be made and services that can be offered.

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The FRB may also expect the Company to commit resources to its subsidiary banks in certain circumstances. However, the FRB may not compel a bank holding company to remove capital from its regulated securities and insurance subsidiaries for this purpose.

A U.S. bank is not required to repay a deposit at a branch outside the U.S. if the branch cannot repay the deposit due to an act of war, civil strife, or action taken by the government in the host country.

Privacy and Data Security

Under U.S. federal law, the Company must disclose its privacy policy to consumers, permit consumers to “opt out” of having non-public customer information disclosed to third parties, and allow customers to opt out of receiving marketing solicitations based on information about the customer received from another subsidiary. States may adopt more extensive privacy protections.

The Company is similarly required to have an information security program to safeguard the confidentiality and security of customer information and to ensure its proper disposal and to notify customers of unauthorized disclosure, consistent with applicable law or regulation.

Non-U.S. Regulation

A substantial portion of the Company’s revenues is derived from its operations outside the U.S., which are subject to the local laws and regulations of the host country. Those requirements affect how the local activities are organized and the manner in which they are conducted. The Company’s foreign activities are thus subject to both U.S. and foreign legal and regulatory requirements and supervision, including U.S. laws prohibiting companies from doing business in certain countries.

SECURITIES REGULATION

Certain of Citigroup’s subsidiaries are subject to various securities and commodities regulations and capital adequacy requirements of the regulatory and exchange authorities of the jurisdictions in which they operate.

Subsidiaries’ registrations include as broker-dealer and investment adviser with the SEC and as futures commission merchant and commodity pool operator with the Commodity Futures Trading Commission (CFTC). Subsidiaries’ memberships include the New York Stock Exchange, Inc. (NYSE) and other principal United States securities exchanges, as well as the Financial Industry Regulatory Authority (FINRA) and the National Futures Association (NFA).

Citigroup’s primary U.S. broker-dealer subsidiary, Citigroup Global Markets Inc. (CGMI), is registered as a broker-dealer in all 50 states, the District of Columbia, Puerto Rico, Taiwan and Guam. CGMI is also a primary dealer in U.S. Treasury securities and a member of the principal United States futures exchanges. CGMI is subject to extensive regulation, including minimum capital requirements, which are issued and enforced by, among others, the SEC, the CFTC, the NFA, FINRA, the NYSE, various other self-regulatory organizations of which CGMI is a member and the securities administrators of the 50 states, the District of Columbia, Puerto Rico and Guam. The SEC and the CFTC also require certain registered broker-dealers (including CGMI) to maintain records concerning certain financial and securities activities of affiliated companies that may be

material to the broker-dealer, and to file certain financial and other information regarding such affiliated companies.

Citigroup’s securities operations abroad are conducted through various subsidiaries and affiliates, principally Citigroup Global Markets Limited in London and Nikko Citigroup Limited (a joint venture between CGMHI and Nikko Cordial) in Tokyo. Its securities activities in the United Kingdom, which include investment banking, trading, and brokerage services, are subject to the Financial Services and Markets Act of 2000, which regulates organizations that conduct investment businesses in the United Kingdom including capital and liquidity requirements, and to the rules of the Financial Services Authority. Nikko Citigroup Limited is a registered securities company in Japan, and as such its activities in Japan are regulated principally by the Financial Services Agency of Japan. These and other subsidiaries of Citigroup are also members of various securities and commodities exchanges and are subject to the rules and regulations of those exchanges. Citigroup’s other offices abroad are also subject to the jurisdiction of foreign financial services regulatory authorities.

CGMI is a member of the Securities Investor Protection Corporation (SIPC), which, in the event of the liquidation of a broker-dealer, provides protection for customers’ securities accounts held by the firm of up to $500,000 for each eligible customer, subject to a limitation of $100,000 for claims for cash balances. To supplement the SIPC coverage, CGMI has purchased for the benefit of its customers additional protection, subject to an aggregate loss limit of $600 million and a per client cash loss limit of up to $1.9 million.

Unresolved SEC Staff Comments

The Company is in discussion with the SEC in response to comment letters received from the SEC Division of Corporate Finance primarily regarding the Company’s hedging activities and variable interest entities (VIEs).

CAPITAL REQUIREMENTS

As a registered broker-dealer, CGMI is subject to the SEC’s Net Capital Rule. CGMI computes net capital under the alternative method of the Net Capital Rule, which requires the maintenance of minimum net capital equal to 2% of aggregate debit items (as defined). A member of the NYSE may be required to reduce its business if its net capital is less than 4% of aggregate debit balances (as defined) and may also be prohibited from expanding its business or paying cash dividends if resulting net capital would be less than 5% of aggregate debit balances. Furthermore, the Net Capital Rule does not permit withdrawal of equity or subordinated capital if the resulting net capital would be less than 5% of such aggregate debit balances.

The Net Capital Rule also limits the ability of broker-dealers to transfer large amounts of capital to parent companies and other affiliates. Under the Net Capital Rule, equity capital cannot be withdrawn from a broker-dealer without the prior approval of that broker-dealer’s designated examining authority (in the case of CGMI, the NYSE) in certain circumstances, including when net capital after the withdrawal would be less than (i) 120% of the minimum net capital required by the Net Capital Rule, or (ii) 25% of the broker-dealer’s securities position “haircuts.” “Haircuts” is the term used for deductions from capital of certain specified percentages of the market value of securities to reflect the possibility of a market decline prior to disposition. In addition, the Net Capital Rule requires broker-dealers to notify the SEC and the appropriate self-regulatory organization two business days

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before any withdrawals of excess net capital if the withdrawals (in the aggregate over any 30-day period) would exceed the greater of $500,000 or 30% of the broker-dealer’s excess net capital, and two business days after any withdrawals (in the aggregate over any 30-day period) that exceed the greater of $500,000 or 20% of excess net capital. The Net Capital Rule also authorizes the SEC to order a freeze (for up to 20 business days) on the transfer of capital if a broker-dealer plans a withdrawal of more than 30% of its excess net capital (when aggregated with all other withdrawals during the previous 30 days) and the SEC believes that such a withdrawal may be detrimental to the financial integrity of the broker-dealer or may jeopardize the broker-dealer’s ability to pay its customers.

GENERAL BUSINESS FACTORS

In the Company’s judgment, no material part of the Company’s business depends upon a single customer or group of customers, the loss of which would have a materially adverse effect on the Company, and no one customer or group of affiliated customers accounts for as much as 10% of the Company’s consolidated revenues.

PROPERTIES

Citigroup’s principal executive offices are located at 399 Park Avenue in New York City. Citigroup, and certain of its subsidiaries, is the largest tenant of this building. The Company also has office space in Citigroup Center (153 East 53 St. in New York City) under a long-term lease. Citibank leases one building and owns another in Long Island City, New York, and has a long-term lease on a building at 111 Wall Street in New York City, which are totally occupied by the Company and certain of its subsidiaries.

CGMHI has its principal offices in a building it leases at 388 Greenwich Street in New York City, and also leases the neighboring building at 390 Greenwich Street, both of which are fully occupied by the Company and certain of its subsidiaries.

Banamex has its principal offices in Mexico City in facilities that are part owned and part leased by it. Banamex has office and branch sites throughout Mexico, most of which it owns.

The Company owns other offices and certain warehouse space, none of which is material to the Company’s financial condition or operations.

The Company believes its properties are adequate and suitable for its business as presently conducted and are adequately maintained. For further information concerning leases, see Note 28 to the Consolidated Financial Statements on page 176.

LEGAL PROCEEDINGS

Enron Corp.

Beginning in 2002, Citigroup, CGMI and certain executive officers and current and former employees (along with, in many cases, other investment banks and certain Enron officers and directors, lawyers and/or accountants) were named as defendants in a series of individual and putative class action lawsuits related to Enron. The putative securities class action and all remaining individual actions (other than actions brought as part of Enron’s Chapter 11 bankruptcy proceeding) were consolidated or coordinated in the United States District Court for the Southern District of Texas. The consolidated securities class action, brought on behalf of a putative class of

individuals who purchased Enron securities (NEWBY, et al. v. ENRON CORP., et al.), alleged violations of Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10 and 20 of the Securities Exchange Act of 1934, as amended. Citigroup agreed to settle this action on June 10, 2005. Under the terms of the settlement, approved by the District Court on May 24, 2006, Citigroup will make a pretax payment of $2.01 billion to the settlement class, which consists of all purchasers of publicly traded equity and debt securities issued by Enron and Enron-related entities between September 9, 1997 and December 2, 2001.

A number of other individual actions have been settled and/or dismissed. On December 15, 2006, the District Court dismissed with prejudice 10 cases brought by clients of a single law firm in connection with the purchase and holding of Enron securities (also dismissing third-party claims against Citigroup): ADAMS, et al. v. ARTHUR ANDERSEN, et al.; AHLICH, et al. v. ARTHUR ANDERSEN, et al.; BULLOCK, et al. v. ARTHUR ANDERSEN, et al.; CHOUCROUN, et al. v. ARTHUR ANDERSEN, et al.; DELGADO, et al. v. ARTHUR ANDERSEN, et al.; GUY, et al. v. ARTHUR ANDERSEN, et al.; JOSE, et al. v. ARTHUR ANDERSEN, et al.; ODAM, et al. v. ENRON CORP., et al.; PEARSON, et al. v. FASTOW, et al.; and ROSEN, et al. v. FASTOW, et al. Plaintiffs filed a notice of appeal in each of the 10 cases on January 5, 2007. The appeal has been fully briefed, and oral argument before the Fifth Circuit held in January 2008.

Additional actions against Citigroup and its affiliates were filed beginning in 2002 in the Southern District of Texas and other various jurisdictions. Certain of these remain pending, including: (i) actions brought by investors in Enron securities; (ii) actions brought by commercial banks that participated in Enron revolving credit facilities and/or purchasers of Enron bank debt in the secondary market; (iii) actions filed by Enron in its Chapter 11 bankruptcy proceedings seeking to recover payments to Citigroup as alleged preferences or fraudulent conveyances, to disallow or equitably subordinate claims of Citigroup and Citigroup transferees on the basis of alleged fraud, and to recover damages from Citigroup for allegedly aiding and abetting breaches of fiduciary duty; the largest of these proceedings (IN RE ENRON CORP.) is scheduled for trial on April 28, 2008; (iv) actions brought by the Attorney General of Connecticut in connection with an Enron-related transaction; (v) an action brought by certain trusts that issued securities linked to Enron’s credit, by the related indenture trustee and certain holders of those securities; (vi) an action brought by a utility, alleging that Citigroup and others aided Enron in fraudulently overcharging for electricity; and (vii) actions by a bank that entered into credit derivative swap transactions with Citibank.

Research

WorldCom, Inc. Beginning in 2002, Citigroup, CGMI and certain executive officers and current and former employees (along with, in many cases, other investment banks, certain WorldCom officers and directors, and/or accountants) were named as defendants in a series of individual and putative class action lawsuits relating to the underwriting of WorldCom securities and the issuance of research analyst reports concerning WorldCom. The putative class action and the majority of the individual actions were consolidated in the United States District Court for the Southern

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District of New York as In re WORLDCOM, INC. SECURITIES LITIGATION; certain individual actions remained pending in other state and federal courts. Citigroup settled the consolidated putative class action in May 2004. Citigroup has now settled or obtained dismissal of all but two of the WorldCom-related individual actions. One of the two remaining actions, HOLMES, et al. v. GRUBMAN, et al., was dismissed by the District Court; an appeal is pending in the United States Court of Appeals for the Second Circuit.

Telecommunications Research Class Actions. Beginning in 2002, Citigroup, CGMI and certain executive officers and current and former employees were named as defendants in a series of putative class action lawsuits, alleging violations of the federal securities laws, including Sections 10 and 20 of the Securities Exchange Act of 1934, as amended, in connection with Citigroup research analyst reports. One of these actions remains pending, involving Metromedia Fiber Network, Inc. (“MFN”), In re SALOMON ANALYST METROMEDIA LITIGATION, in the United States District Court for the Southern District of New York. On January 6, 2005, the District Court granted in part and denied in part Citigroup’s motion to dismiss the claims against it. On June 20, 2006, the District Court certified the plaintiff class in the MFN action. The District Court’s class certification decision is on appeal in the United States Court of Appeals for the Second Circuit, and oral argument was held in January 2008.

Global Crossing, Ltd. In January 2004, the Global Crossing Estate Representative filed an adversary action in the United States Bankruptcy Court for the Southern District of New York against Citigroup and several other banks seeking to rescind the payment of a loan made to a Global Crossing subsidiary. Citigroup moved to dismiss the action in May 2004, and the motion remains pending.

Disher. In March 2004, a putative research-related customer class action alleging various state law claims arising out of the issuance of allegedly misleading research analyst reports, DISHER v. CITIGROUP GLOBAL MARKETS INC., was filed in Illinois state court. Citigroup removed this action to federal court, and in August 2005 the United States Court of Appeals for the Seventh Circuit reversed the District Court’s August 2004 order remanding the case to state court, and directed the District Court to dismiss plaintiffs’ claims as pre-empted. On June 26, 2006, the United States Supreme Court granted plaintiffs’ petition for a writ of certiorari, vacated the Seventh Circuit’s opinion and remanded the case to the Seventh Circuit for further proceedings. On January 22, 2007, the Seventh Circuit dismissed Citigroup’s appeal from the District Court’s removal order for lack of appellate jurisdiction. On February 1, 2007, plaintiffs secured an order reopening this case in Illinois state court, and on February 16, Citigroup removed the reopened action to federal court. On May 3, 2007, the District Court remanded the action to Illinois state court, and on June 13, 2007, Citigroup moved in state court to dismiss the action. That motion remains pending.

Arbitrations. In addition to the various lawsuits discussed above, similar claims against Citigroup and certain of its affiliates relating to research analyst reports concerning the securities mentioned above, and other securities, are pending in numerous arbitrations around the country.

Parmalat

Beginning in 2004, Citigroup and Citibank, N.A. (along with, in many cases, other investment banks and certain Parmalat officers and/or accountants) were named as defendants in a series of class action complaints filed in the United States District Court for the Southern District of New York relating to the collapse of Parmalat Finanziaria S.P.A. (“Parmalat”) and consolidated under the caption IN RE PARMALAT SECURITIES LITIGATION. The consolidated amended complaint, filed on October 18, 2004, alleges violations of Sections 10 and 20 of the Securities Exchange Act of 1934, as amended, and seeks unspecified damages on behalf of a putative class of purchasers of Parmalat securities between January 5, 1999 and December 18, 2003. On January 10, 2005, the Citigroup defendants filed a motion to dismiss the action, which the District Court granted in part and denied in part on July 13, 2005. Plaintiffs filed a second amended consolidated complaint on August 25, 2005, and filed a third amended consolidated complaint on July 26, 2006. On September 21, 2006, plaintiffs filed a motion for class certification, which is currently pending. On October 10, 2006, defendants moved for judgment on the pleadings dismissing the claims of all foreign purchasers for lack of subject matter jurisdiction. On July 24, 2007, the District Court converted Citigroup’s motion to a motion for summary judgment and dismissed the claims of foreign purchasers of Parmalat securities. As a result, only the claims of domestic purchasers of Parmalat securities remain against Citigroup. Fact and expert discovery in this action are complete.

On July 29, 2004, Enrico Bondi, as extraordinary commissioner of Parmalat and other affiliated entities (“Bondi”), filed a lawsuit in New Jersey Superior Court against Citigroup, Citibank, N.A. and certain allegedly controlled Citigroup entities, alleging that the Citigroup defendants participated in fraud committed by the officers and directors of Parmalat and seeking unspecified damages. The action alleges a variety of claims under New Jersey state law, including fraud, negligent misrepresentation, violations of the New Jersey Fraudulent Transfer Act and violations of the New Jersey RICO statute. The Citigroup defendants filed a motion to dismiss the action, which was granted in part and denied in part; subsequent appeals upheld the denial of the motion to dismiss. The Citigroup defendants answered the complaint and filed counterclaims alleging causes of action for fraud, negligent misrepresentation, conversion and breach of warranty. Bondi’s motion to dismiss the counterclaims was denied. On July 3, 2007, Bondi moved for leave to amend his complaint. After the motion was granted, Bondi informed the Court that he would proceed on the original complaint, and did not file the proposed amended complaint. On September 7, 2007, the Citigroup defendants filed a renewed motion to dismiss the complaint for forum non conveniens, which the trial court denied on October 2, 2007. The Citigroup defendants filed a motion for leave to appeal with the New Jersey Superior Court, Appellate Division, and that motion was denied on December 4, 2007. The Citigroup defendants have filed a motion for leave to appeal that decision with the New Jersey Supreme Court, which is currently pending. Trial is scheduled to begin on May 5, 2008.

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Citigroup (along with, among others, numerous other investment banks and certain former Parmalat officers and accountants) also is involved in various Parmalat-related proceedings in Italy. In one such action, the Milan prosecutor has obtained the indictments of numerous individuals, including a Citigroup employee, for offenses under Italian law that arise out of the collapse of Parmalat. The trial in this action commenced on January 22, 2008. In connection with this proceeding, the Milan prosecutor may seek administrative remedies. In addition, a number of private parties, including former investors in Parmalat securities, have applied to join the Milan proceedings as civil claimants and are seeking unspecified civil damages against numerous parties, including Citigroup defendants. In Parma, a public prosecutor is conducting a criminal investigation into alleged bankruptcy offenses relating to the collapse of Parmalat. In December 2007, the prosecutor notified 12 current and former Citigroup employees that he is seeking their indictment.

Allied Irish Bank

On January 31, 2006, the United States District Court for the Southern District of New York partially denied motions filed by Citibank and a co-defendant to dismiss a complaint filed by Allied Irish Bank, P.L.C. (“AIB”) in May 2003, seeking compensatory and punitive damages in connection with losses sustained by a subsidiary of AIB in 2000–2002. The complaint alleges that defendants are liable for fraudulent and fictitious foreign currency trades entered into by one of AIB’s traders through defendants, who provided prime brokerage services. The court’s ruling on the motions to dismiss allowed plaintiff’s common law claims, including fraudulent concealment and aiding and abetting fraud, to proceed.

Adelphia Communications Corporation

On July 6, 2003, an adversary proceeding was filed by the Official Committee of Unsecured Creditors on behalf of Adelphia Communications Corporation against certain lenders and investment banks, including CGMI, Citibank, N.A., Citicorp USA, Inc., and Citigroup Financial Products, Inc. (together, the “Citigroup Parties”). The complaint alleged that the Citigroup Parties and numerous other defendants committed acts in violation of the Bank Holding Company Act, the Bankruptcy Code, and common law. It sought an unspecified amount of damages. In November 2003, a similar adversary proceeding was filed by the Equity Holders Committee of Adelphia, asserting additional statutory and common law claims. In June 2004, motions to dismiss were filed with respect to the complaints of the two committees. Those motions were decided by the bankruptcy court, and were granted in part and denied in part. The district court affirmed in part and reversed in part the bankruptcy court’s decision. The Adelphia Recovery Trust, which has replaced the committees as the plaintiff in the action, has filed an amended complaint on behalf of the Adelphia Estate, consolidating the two prior complaints; motions to dismiss the amended complaint and answers have been filed.

In addition, CGMI was among the underwriters named in civil actions brought by investors in Adelphia debt securities in connection with Adelphia securities offerings between September 1997 and October 2001. Following settlements of the class action, which is pending appeal, and other individual actions, two cases remain outstanding. The Second Circuit is considering whether the plaintiff in one has proper standing to sue. In September 2007, motions to dismiss in the other case were granted in part and denied in part.

IPO Securities Litigation

In April 2002, consolidated amended complaints were filed against CGMI and other investment banks named in numerous putative class actions filed in the United States District Court for the Southern District of New York, alleging violations of certain federal securities laws (including Section 11 of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended) with respect to the allocation of shares for certain initial public offerings, related aftermarket transactions and damage to investors caused by allegedly biased research analyst reports.

Defendants’ motion to dismiss was denied. On October 13, 2004, the court granted in part the motion to certify class actions for six focus cases in the securities litigation. CGMI is not a defendant in any of the six focus cases. In December 2006, the United States Court of Appeals for the Second Circuit reversed the District Court and held that the classes could not be certified. Plaintiffs filed a petition for rehearing in January 2007; that petition was denied, and the case was remanded to the lower court. Plaintiffs filed amended pleadings in August 2007 and a new motion for class certification in September 2007. Defendants moved to dismiss the amended pleadings in November 2007 and filed an opposition to the new motion for class certification in December 2007. No decision has yet been rendered on these motions.

Wage & Hour Employment Actions

Numerous financial services firms, including Citigroup and its affiliates, have been named in putative class actions alleging that certain present and former employees in California were entitled to overtime pay under state and federal laws; were subject to certain allegedly unlawful deductions under state law; or were entitled to reimbursement for employment-related expenses incurred by them. The first of these class actions filed in the Fall of 2004 in the United States District Court for the Northern District of California, BAHRAMIPOUR v. CITIGROUP GLOBAL MARKETS INC., seeks damages and injunctive relief on behalf of a putative class of California employees. Similar complaints have been subsequently filed against CGMI on behalf of certain statewide or nationwide putative classes in (i) the United States District Courts for the Southern District of New York, the District of New Jersey, the Eastern District of New York, the District of Massachusetts, and the Middle District of Pennsylvania; and (ii) the New Jersey Superior Court. Without admitting any liability, CGMI has reached an agreement in principle, which is subject to court approval, to a nationwide settlement for up to approximately $98 million of various class actions asserting violations of state and federal laws relating to overtime and violations of various state laws relating to alleged unlawful payroll deductions. Additional putative class action lawsuits alleging a variety of violations of state and federal wage and hour laws have been filed against various other Citigroup businesses.

Subprime-Mortgage-Related Litigation

Beginning in November 2007, Citigroup and a number of current and former officers, directors, and employees have been named as defendants in numerous complaints brought by Company shareholders concerning the Company’s activities relating to subprime mortgages, including its exposure to collateralized debt obligations (CDOs), mortgage-backed securities (MBSs), and structured investment vehicles (SIVs), as well as the Company’s underwriting activity for subprime mortgage lenders. The Company has not yet responded to the complaints in any of these actions.

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Securities Fraud Actions: Four putative class actions were filed in the Southern District of New York by shareholders alleging violations of Sections 10 and 20 of the Securities Exchange Act. Plaintiffs in these actions allege that Citigroup’s stock price was artificially inflated as a result of allegedly misleading disclosures relating to the Company’s subprime-mortgage-related exposures, and that plaintiffs suffered losses when the Company’s exposure to these assets was disclosed. Various plaintiffs have filed motions to consolidate the actions and for appointment as lead plaintiff, which remain pending.

Derivative Actions: Eleven derivative actions have been filed against various current and former officers and directors of the Company alleging mismanagement in connection with subprime-mortgage-related exposures. The Company is named as a nominal defendant in these actions. In addition to state law claims, such as breach of fiduciary duty, several of these actions also purport to assert derivative claims for violations of Section 10(b) of the Securities Exchange Act. Five of these actions were filed in the Southern District of New York, and the others were filed in Delaware Chancery Court and New York Supreme Court. Several plaintiffs have filed motions to consolidate the federal actions and for appointment of lead counsel, which remain pending.

ERISA Actions: Thirteen putative class actions have been filed in the Southern District of New York asserting claims under the Employee Retirement Income Security Act (“ERISA”) against the Company and certain Company employees alleged to have served as ERISA plan fiduciaries. These complaints allege that defendants improperly allowed participants in Citigroup’s 401(k) Plan to invest in the Company’s common stock, notwithstanding that they knew or should have known that the Company’s stock price was artificially inflated, and that defendants failed adequately to disclose the Company’s subprime exposure to the Plan beneficiaries. On January 22, 2008, these thirteen actions were consolidated by the Court, and interim lead plaintiff and counsel were appointed.

Other Matters: The Company, along with numerous others, has also been named as a defendant in several lawsuits by shareholders of entities that originated subprime mortgages, and for which CGMI underwrote securities offerings. These actions assert that CGMI violated Sections 11, 12, and 15 of the Securities Act of 1933, as amended, arising out of allegedly false and misleading statements contained in the registration statements and prospectuses issued in connection with those offerings. Specifically, CGMI has been named as a defendant in (i) two putative class action lawsuits brought by shareholders of American Home Mortgage Investment Corp., pending in the United States District Court for the Eastern District of New York; and (ii) three putative class action lawsuits brought by shareholders of Countrywide Financial Corp. and its affiliates, pending in the United States District Court for the Central District of California. The Company has not yet responded to the complaints in these actions. A motion to remand to California state court has been filed in one of the Countrywide-related actions.

The Company, along with a number of other financial institutions, also has been sued by the City of Cleveland, Ohio, alleging that the Company’s practices with respect to subprime loans have created a public nuisance.

Citigroup and certain of its affiliates also have received subpoenas and/or requests for information from various governmental and self-regulatory agencies relating to subprime mortgages, MBSs, CDOs, and/or SIVs. The Company is cooperating fully with such requests.

Other Matters

The Securities and Exchange Commission is conducting a non-public investigation into the Company’s treatment of certain potential Argentina-related losses in the fourth quarter 2001. In connection with these matters, the SEC has subpoenaed witness testimony and certain accounting and internal controls-related information for the years 1997 to 2004. The Company is cooperating with the SEC in its investigation. The Company cannot predict the outcome of the investigation.

Beginning in June 2005, certain participants in the Citigroup Pension Plan (the “Plan”) filed putative class action complaints against the Plan, Citigroup, and the Plans Administration Committee of Citigroup, alleging that certain aspects of the Plan violate provisions of ERISA. The claims were later consolidated as IN RE: CITIGROUP PENSION PLAN ERISA LITIGATION in the United States District Court for the Southern District of New York. In December 2006, the District Court denied defendants’ summary judgment motion; granted summary judgment to plaintiffs on their backloading, age discrimination and notice claims; and ordered the Plan reformed to comply with ERISA. The District Court also granted plaintiffs’ motion for class certification. In November 2007, the District Court: (i) ordered that defendants fix the Plan’s unlawful backloading by increasing certain pay credits, (ii) denied plaintiffs’ request for additional relief on their backloading claims, (iii) denied plaintiffs’ request for relief on their notice claims, and (iv) reserved its rulings on the proper remedy, if any, for the Plan’s violation of ERISA’s ban on age discrimination. In January 2008, the Court entered a partial final judgment on the backloading and notice claims pursuant to Federal Rule of Civil Procedure 54(b) and stayed the judgment pending appeal. Defendants filed a notice of appeal on January 22, 2008, and plaintiffs cross appealed on January 30, 2008.

In 2002, a shareholder derivative action, CARROLL v. WEILL, et al., was filed in New York state court alleging claims against Citigroup directors in connection with Citigroup’s activities with Enron and other matters. The court dismissed the complaint in October 2002; the Appellate Division affirmed the dismissal in December 2003; and, in May 2004, the New York Court of Appeals denied plaintiff’s motion for leave to appeal that affirmance. Since that date, Citigroup has received a shareholder demand containing allegations similar to those set forth in the CARROLL action, and a supplemental letter containing various additional allegations relating to other activities of Citigroup. In February 2006, the parties reached an agreement in principle to settle this dispute, and fairness hearings were held on February 28 and March 1, 2007. On May 22, 2007, the New York Supreme Court denied approval of the proposed settlement. Subsequently, plaintiff moved to dismiss the lawsuit without prejudice, and that motion was granted on January 29, 2008.

Settlement Payments

Payments required in settlement agreements described above have been made or are covered by existing litigation reserves.

********

Additional lawsuits containing claims similar to those described above may be filed in the future.

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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

On October 3, 2007, Citigroup issued 11,171,938 shares of its common stock to the former stockholders of Automated Trading Desk, Inc. (ATD) as partial consideration of Citigroup’s acquisition of ATD. The balance of the purchase price was paid in cash. The issuance was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(2) thereof.

Share Repurchases

Under its long-standing repurchase program, the Company buys back common shares in the market or otherwise from time to time. This program is used for many purposes, including to offset dilution from stock-based compensation programs.

The following table summarizes the Company’s share repurchases during 2007:

In millions, except per share amounts	Total shares repurchased	Average price paid per share		Dollar value of remaining authorized repurchase program
First quarter 2007
Open market repurchases (1)	12.1	$	53.37	$	6,767
Employee transactions (2)	8.1		54.55		N/A
Total first quarter 2007	20.2	$	53.85	$	6,767
Second quarter 2007
Open market repurchases (3)	0.1	$	51.42	$	6,759
Employee transactions	1.3		53.43		N/A
Total second quarter 2007	1.4	$	53.20	$	6,759
Third quarter 2007
Open market repurchases (3)	0.2	$	46.95	$	6,749
Employee transactions	2.6		51.69		N/A
Total third quarter 2007	2.8	$	51.34	$	6,749
October 2007
Open market repurchases (3)	—	$	—	$	6,749
Employee transactions	0.1		45.16		N/A
November 2007
Open market repurchases (3)	—	$	—	$	6,749
Employee transactions	0.2		34.60		N/A
December 2007
Open market repurchases (3)	—	$	—	$	6,749
Employee transactions	0.2		34.72		N/A
Fourth quarter 2007
Open market repurchases (3)	—	$	—	$	6,749
Employee transactions	0.5		37.21		N/A
Total fourth quarter 2007	0.5	$	37.21	$	6,749
Year-to-date 2007
Open market repurchases	12.4	$	53.24	$	6,749
Employee transactions	12.5		53.14		N/A
Total year-to-date 2007	24.9	$	53.18	$	6,749

(1) All open market repurchases were transacted under an existing authorized share repurchase plan. On April 17, 2006, the Board of Directors authorized up to an additional $10 billion in share repurchases.

(2) Consists of shares added to treasury stock related to activity on employee stock option program exercises, where the employee delivers existing shares to cover the option exercise, or under the Company’s employee restricted or deferred stock program, where shares are withheld to satisfy tax requirements.

(3) Represents repurchases recorded related to customer fails/errors.

N/A Not applicable.

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EQUITY COMPENSATION PLAN INFORMATION

	(a)		(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	240,131,097	(1)	$42.74	(2)	237,945,158	(3)
Equity compensation plans not approved by security holders	11,327,749	(4)	$47.61	(5)	0	(6)
Total	251,458,846		$43.03		237,945,158

(1) Includes 82.46 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 5.09 million shares subject to outstanding options granted by predecessor companies under plans assumed by Citigroup in connection with mergers and acquisitions. Citigroup has not made any awards under these plans, and they are not considered as a source of shares for future awards.

(2) As described in footnote 1 above, does not include 5.09 million shares subject to outstanding options under certain plans assumed by Citigroup in connection with mergers and acquisitions, and 82.46 million shares subject to deferred stock awards. The weighted-average exercise price of such options is $44.71 per share.

(3) Does not include shares that were available for issuance under plans approved by shareholders of acquired companies, but under which Citigroup does not make any awards. Of the number of shares available for future issuance, 171.49 million such shares are available under a plan that provides for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.

(4) Includes 1.45 million shares issuable upon the vesting of deferred stock awards. Does not include 271,290 shares subject to outstanding options under a plan assumed by Citigroup in a merger. Citigroup has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citigroup.

(5) As described in footnote 4 above, does not include 271,290 shares subject to outstanding options under a plan assumed by Citigroup in a merger, and 1.45 million shares subject to deferred stock awards. The weighted-average exercise price of such options is $46.20 per share.

(6) Does not include plans of acquired companies under which Citigroup does not make any awards. Also does not include shares that may be purchased pursuant to the Travelers Group Stock Purchase Plan for PFS Representatives. This plan allows eligible Primerica Financial Services (PFS) representatives to use their earned commissions to periodically purchase shares of Citigroup common stock at current market prices. A limited number of high performers may purchase shares, subject to plan limits, at discounts of up to 25%. The discount is funded by Primerica Financial Services and is considered additional compensation. Shares are purchased on the open market; no newly issued or treasury shares are used in this program.

Most of Citigroup’s outstanding equity awards were granted under three stockholder approved plans—the Citigroup 1999 Stock Incentive Plan (the 1999 Plan); the Travelers Group Capital Accumulation Plan; and the 1997 Citicorp Stock Incentive Plan. There were no offerings under the Citigroup 2000 Stock Purchase Plan since the final purchase date under the last offering under this plan in 2005. A small percentage of equity awards have been granted under several plans that have not been approved by stockholders, primarily the Citigroup Employee Incentive Plan (EIP). Generally, awards are made to employees participating in Citigroup’s stock option, stock award or stock purchase programs.

All of the plans are administered by the Personnel and Compensation Committee of the Citigroup Board of Directors (the Committee), which is composed entirely of non-employee independent directors. Persons eligible to participate in Citigroup’s equity plans are selected by management from time to time subject to the Committee’s approval.

Effective April 19, 2005, stockholders approved amendments to the 1999 Plan, and the other plans mentioned above (with the exception of the 2000 Stock Purchase Plan) were terminated as a source of shares for future awards.

The following disclosure is provided with respect to plans that have not been submitted to stockholders for approval, and which remain active only with respect to previously granted awards. Additional information regarding Citigroup’s equity compensation programs can be found in Note 8 to the Company’s Consolidated Financial Statements on page 129.

Non-Stockholder Approved Plans

The EIP, originally adopted by the Board of Directors in 1991, was amended by the Board of Directors on April 17, 2001. Executive officers and directors were not eligible to receive awards under the EIP. The EIP was used to grant stock options and restricted or deferred stock awards to participants in the Citigroup Capital Accumulation Program (CAP) and to new hires. Executive officers and directors of the Company were not eligible to participate in this plan. CAP is an incentive and retention award program pursuant to which a specified portion of a participant’s incentive compensation (or commissions) is delivered in the form of a restricted or deferred stock award or, in some cases, restricted or deferred stock and stock options. Vesting periods for restricted and deferred stock awards under the EIP, including awards pursuant to CAP, were generally from three to five years. Stock options awarded under the EIP, including CAP options, are non-qualified stock options. Options granted prior to January 1, 2003 have 10-year terms and vest at a rate of 20% per year, with the first vesting date generally occurring 12 to 18 months following the grant date. Options granted on or after January 1, 2003, but prior to January 1, 2005, generally have six-year terms and vest at a rate of one-third per year, with the first vesting date generally occurring 12 to 18 months following the grant date. Options granted under this plan in 2005 generally have six-year terms and vest at a rate of 25% per year. Generally, the terms of restricted and deferred stock awards and options granted under the EIP provide that the awards will be canceled if an employee leaves the Company, except in cases of disability or death, or after satisfying certain age and years of service requirements.

Additionally, since December 2001, deferred stock awards that used to be made under certain deferred compensation plans administered by Citigroup Global Markets Holdings Inc. were made under the EIP. These plans provide

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for deferred stock awards to employees who meet certain specified performance targets. Generally, the awards vest in five years. Awards are canceled if an employee voluntarily leaves the Company prior to vesting. Effective April 19, 2005, all equity awards provided for by these deferred compensation plans are being granted under the 1999 Plan. Deferred stock awards granted under the Salomon Smith Barney Inc. Branch Managers Asset Deferred Bonus Plan, the Salomon Smith Barney Inc. Asset Gathering Bonus Plan, the Salomon Smith Barney Inc. Directors’ Council Milestone Bonus Plan and the Salomon Smith Barney Inc. Stock Bonus Plan for FC Associates prior to December 2001 remain outstanding.

The Travelers Group Capital Accumulation Plan for PFS Representatives (PFS CAP) and similar plans were adopted by Citigroup at various times. These plans provided for CAP awards and other restricted stock awards to agents of certain subsidiaries or affiliates of Citigroup. Awards are no longer being granted from these plans and, of awards previously granted from these plans, only awards from PFS CAP remain outstanding. Beginning in July 2002, awards that used to be granted pursuant to PFS CAP were made under the EIP; these awards are now being made under the 1999 Plan.

In connection with the acquisition of Associates in 2001, Citigroup assumed options granted to former Associates directors pursuant to the Associates First Capital Corporation Deferred Compensation Plan for Non-Employee Directors. Upon the acquisition, the options vested and were converted to options to purchase Citigroup common stock, and the plan was terminated. All options that remain outstanding under the plan will expire by no later than January 2010.

The Citigroup 2000 International Stock Purchase Plan was adopted in 2000 to allow employees outside the United States to participate in Citigroup’s stock purchase programs. The terms of the international plan are substantially identical to the terms of the stockholder-approved Citigroup 2000 Stock Purchase Plan, except that it is not intended to be qualified under Section 423 of the United States Internal Revenue Code. The number of shares available for issuance under both plans may not exceed the number authorized for issuance under the stockholder-approved plan.

Executive Officers

Citigroup’s Executive Officers on February 22, 2008 are:

Name	Age	Position and office held
Ajay Banga	48	Chairman & CEO, Global Consumer Group—International
Sir Winfried F.W. Bischoff	66	Chairman
Jorge A. Bermudez	56	Chief Risk Officer
Gary Crittenden	54	Chief Financial Officer
Steven J. Freiberg	50	Chairman & CEO, Global Consumer Group—North America
John C. Gerspach	54	Controller and Chief Accounting Officer
Michael S. Helfer	62	General Counsel and Corporate Secretary
Lewis B. Kaden	65	Vice Chairman
Michael Klein	44	Chairman and Co-Chief Executive Officer, Markets & Banking
Sallie L. Krawcheck	43	Chairman and CEO, Global Wealth Management
Manuel Medina-Mora	57	Chairman & CEO, Latin America & Mexico
Vikram S. Pandit	51	Chief Executive Officer
William R. Rhodes	72	Senior Vice Chairman; Chairman, President & CEO, Citibank, N.A.
Robert E. Rubin	69	Chairman of the Executive Committee
Stephen R. Volk	71	Vice Chairman

Each executive officer has held executive or management positions with the Company for at least five years, except that:

• Mr. Crittenden joined Citigroup in March 2007. Prior to joining Citigroup, Mr. Crittenden was Executive Vice President, Chief Financial Officer, and Head of Global Network Services at American Express from 2000 to 2007.

• Mr. Kaden joined Citigroup in September 2005. Prior to joining Citigroup, Mr. Kaden was a partner at Davis Polk & Wardwell.

• Mr. Pandit, prior to being named CEO on December 11, 2007, was Chairman and CEO of Citigroup’s Institutional Clients Group, which includes Markets & Banking and Alternative Investments. Formerly the Chairman and CEO of Alternative Investments, Mr. Pandit was a founding member and chairman of the members committee of Old Lane, LP, which was acquired by Citigroup in 2007. Prior to forming Old Lane, Mr. Pandit held a number of senior positions at Morgan Stanley over more than two decades, including President and Chief Operating Officer of Morgan Stanley’s institutional securities and investment banking business and was a member of the firm’s Management Committee.

• Mr. Volk joined Citigroup in July 2004. From 2001 to 2004, Mr. Volk was Chairman of Credit Suisse First Boston. Before that, Mr. Volk was a partner at Shearman & Sterling.

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10-K CROSS-REFERENCE INDEX

This Annual Report on Form 10-K incorporates the requirements of the accounting profession and the Securities and Exchange Commission, including a comprehensive explanation of 2007 results.

Form 10-K

Item Number		Page
Part I
1.	Business	2, 4–97, 127–128, 193–201
1A.	Risk Factors	38–39
1B.	Unresolved Staff Comments	194
2.	Properties	195
3.	Legal Proceedings	195–198
4.	Submission of Matters to a Vote of Security Holders	Not Applicable
Part II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	77–78, 191, 199,
		203–204
6.	Selected Financial Data	3
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4–97
7A.	Quantitative and Qualitative Disclosures about Market Risk	39–65, 128–129,
		141–152, 155–176
8.	Financial Statements and Supplementary Data	105–192
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	Not Applicable
9A.	Controls and Procedures	98, 101
9B.	Other Information	Not Applicable

Part III
10.	Directors, Executive Officers and Corporate Governance	201, 203–205 *
11.	Executive Compensation	**
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	200–201 ***
13.	Certain Relationships and Related Transactions, and Director Independence	****
14.	Principal Accountant Fees and Services	*****
Part IV
15.	Exhibits and Financial Statement Schedules	203

* For additional information regarding Citigroup Directors, see the material under the captions “Corporate Governance,” “Proposal 1: Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for Citigroup’s Annual Meeting of Stockholders to be held on April 22, 2008, to be filed with the SEC (the Proxy Statement), incorporated herein by reference.

** See the material under the captions “The Personnel and Compensation Committee Report,” “Compensation Discussion and Analysis” and “Executive Compensation” in the Proxy Statement, incorporated herein by reference.

*** See the material under the captions “About the Annual Meeting” and “Stock Ownership” in the Proxy Statement, incorporated herein by reference.

**** See the material under the captions “Corporate Governance—Director Independence,” “Proposal 1: Election of Directors,” “Executive Compensation”, “Indebtedness” and “Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation” in the Proxy Statement, incorporated herein by reference.

***** See the material under the caption “Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement, incorporated herein by reference.

None of the foregoing incorporation by reference shall include the information referred to in Item 402(a)(8) of Regulation S-K.

202

CORPORATE INFORMATION

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibits are either filed herewith or have been previously filed with the Securities and Exchange Commission and are filed herewith by incorporation by reference:

• Citigroup’s Restated Certificate of Incorporation, as amended,

• Citigroup’s By-Laws,

• Instruments Defining the Rights of Security Holders, including Indentures,

• Material Contracts, including certain compensatory plans available only to officers and/or directors,

• Statements re: Computation of Ratios,

• Subsidiaries of the Registrant,

• Consent of Expert,

• Powers of Attorney of Directors Armstrong, Belda, Bischoff, David, Derr, Deutch, Hernández Ramírez, Liveris, Mulcahy, Parsons, Rodin, Rubin, Ryan, and Thomas, and

• CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

A more detailed exhibit index has been filed with the SEC. Stockholders may obtain copies of that index, or any of the documents in that index, by writing to Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd floor, New York, New York 10043, or on the Internet at http://www.sec.gov.

Financial Statements filed for Citigroup Inc. and Subsidiaries:

• Consolidated Statement of Income

• Consolidated Balance Sheet

• Consolidated Statement of Changes in Stockholders’ Equity

• Consolidated Statement of Cash Flows

• Consolidated Balance Sheet (Citibank, N.A.)

United States Securities and Exchange Commission

Washington, DC 20549

Form 10-K

Annual Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2007

Commission File Number 1-9924

Citigroup Inc.

Incorporated in the State of Delaware

IRS Employer Identification Number: 52-1568099

Address: 399 Park Avenue

New York, New York 10043

Telephone: 212 559 1000

Stockholder Information

Citigroup common stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol “C” and on the Tokyo Stock Exchange and the Mexico Stock Exchange.

Citigroup Preferred Stock Series T and AA are also listed on the NYSE.

Because our common stock is listed on the NYSE, the chief executive officer of Citigroup is required to make an annual certification to the NYSE stating that he was not aware of any violation by Citigroup of the corporate governance listing standards of the NYSE. The annual certification to that effect was made to the NYSE as of April 30, 2007.

Transfer Agent

Stockholder address changes and inquiries regarding stock transfers, dividend replacement, 1099-DIV reporting, and lost securities for common and preferred stocks should be directed to:

Citibank Stockholder Services

P.O. Box 43077

Providence, RI 02940-3077

Telephone No. 781 575 4555

Toll-free No. 888 250 3985

Facsimile No. 201 324 3284

E-mail address: Citibank@shareholders-online.com

Exchange Agent

Holders of Golden State Bancorp, Associates First Capital Corporation, Citicorp or Salomon Inc common stock, Citigroup Inc. Preferred Stock Series F, Q, R, S, or U, or Salomon Inc Preferred Stock Series D or E should arrange to exchange their certificates by contacting:

Citibank Stockholder Services

P.O. Box 43035

Providence, RI 02940-3035

Telephone No. 781 575 4555

Toll-free No. 888 250 3985

Facsimile No. 201 324 3284

E-mail address: Citibank@shareholders-online.com

The 2007 Form 10-K filed with the Securities and Exchange Commission by the Company, as well as annual and quarterly reports, are available from Citigroup Document Services toll free at 877 936 2737 (outside the United States at 718 831 8413), by e-mailing a request to docserve@citi.com, or by writing to:

Citi Document Services

4224 Ridge Lea Road

Amherst, NY 14226

Copies of this annual report and other Citigroup financial reports can be viewed or retrieved through the Company’s Web site at http://www.citigroup.com by clicking on the “Investor Relations” page and selecting “All SEC Filings” or through the SEC’s Web site at http://www.sec.gov.

203

Corporate Governance Materials

The following materials, which have been adopted by the Company, are available free of charge on the Company’s Web site at http://www.citigroup.com under the “Corporate Governance” page or by writing to Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd floor, New York, New York 10043: the Company’s (i) corporate governance guidelines, (ii) code of conduct, (iii) code of ethics for financial professionals, and (iv) charters of (a) the audit and risk management committee, (b) the personnel and compensation committee, (c) the public affairs committee, and (d) the nomination and governance committee. The code of ethics for financial professionals applies to the Company’s principal executive officer, principal financial officer and principal accounting officer. Amendments and waivers, if any, to the code of ethics for financial professionals will be disclosed on the Company’s Web site.

Securities Registered Pursuant to Section 12 (b) and (g) of the Exchange Act

A list of Citigroup securities registered pursuant to Section 12 (b) and (g) of the Securities Exchange Act of 1934 is filed as an exhibit herewith and is available from Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd floor, New York, New York 10043 or on the Internet at http://www.sec.gov.

As of February 4, 2008, Citigroup had 5,206,319,859 shares of common stock outstanding.

As of February 4, 2008, Citigroup had approximately 196,444 common stockholders of record. This figure does not represent the actual number of beneficial owners of common stock because shares are frequently held in “street name” by securities dealers and others for the benefit of individual owners who may vote the shares.

Citigroup is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Citigroup is required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934.

Citigroup (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein nor in Citigroup’s 2008 Proxy Statement incorporated by reference in Part III of this Form 10-K.

Citigroup is a large accelerated filer (as defined in Rule 12b-2 under the Securities Exchange Act of 1934).

Citigroup is not a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934).

The aggregate market value of Citigroup common stock held by non-affiliates of Citigroup on February 4, 2008 was approximately $152.1 billion.

Certain information has been incorporated by reference as described herein into Part III of this annual report from Citigroup’s 2008 Proxy Statement.

Signatures

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 22nd day of February, 2008.

Citigroup Inc.

(Registrant)

Gary Crittenden

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 22nd day of February, 2008.

Citigroup’s Principal Executive Officer and a Director:

Vikram Pandit

Citigroup’s Principal Financial Officer:

Gary Crittenden

Citigroup’s Principal Accounting Officer:

John C. Gerspach

The Directors of Citigroup listed below executed a power of attorney appointing Gary Crittenden their attorney-in-fact, empowering him to sign this report on their behalf.

C. Michael Armstrong	Andrew N. Liveris
Alain J.P. Belda	Anne Mulcahy
Sir Winfried F.W. Bischoff	Richard D. Parsons
George David	Judith Rodin
Kenneth T. Derr	Robert E. Rubin
John M. Deutch	Robert L. Ryan
Roberto Hernández Ramírez	Franklin A. Thomas

Gary Crittenden

204

CITIGROUP BOARD OF DIRECTORS

C. Michael Armstrong Chairman, Board of Trustees Johns Hopkins Medicine, Health System Corporation and Hospital   Alain J.P. Belda Chairman and Chief Executive Officer Alcoa Inc.   Sir Winfried F.W. Bischoff Chairman Citigroup Inc.   George David Chairman and Chief Executive Officer United Technologies Corporation Kenneth T. Derr Chairman, Retired Chevron Corporation   John M. Deutch Institute Professor Massachusetts Institute of Technology   Roberto Hernández Ramírez Chairman Banco Nacional de Mexico   Andrew N. Liveris Chairman and Chief Executive Officer The Dow Chemical Company Anne Mulcahy Chairman and Chief Executive Officer Xerox Corporation   Vikram Pandit Chief Executive Officer Citigroup Inc.   Richard D. Parsons Chairman Time Warner Inc.   Judith Rodin President Rockefeller Foundation Robert E. Rubin Chairman, Executive Committee Citigroup Inc.   Robert L. Ryan Chief Financial Officer, Retired Medtronic Inc.   Franklin A. Thomas Consultant TFF Study Group

205

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.01	Share Exchange Agreement (English Translation) between Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation, dated as of November 14, 2007, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Citigroup Inc. (the “Company”) filed November 14, 2007 (File No. 1-9924).
3.01.1	Restated Certificate of Incorporation of the Company), incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).
3.01.2	Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).
3.01.3	Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).
3.01.4	Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).
3.01.5	Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 1-9924) (the “Company’s 2001 10-K”).
3.01.6	Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).
3.01.7	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series A, of the Company, incorporated by reference to Exhibit 3.01 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.8	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series B, of the Company, incorporated by reference to Exhibit 3.02 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.9	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series C, of the Company, incorporated by reference to Exhibit 3.03 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.10	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series D, of the Company, incorporated by reference to Exhibit 3.04 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.11	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series J, of the Company, incorporated by reference to Exhibit 3.05 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.12	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series K, of the Company, incorporated by reference to Exhibit 3.06 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.13	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series L1, of the Company, incorporated by reference to Exhibit 3.07 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.14	Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series N, of the Company, incorporated by reference to Exhibit 3.08 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.15	Certificate of Designation of 6.5% Non-Cumulative Convertible Preferred Stock, Series T, of the Company, incorporated by reference to Exhibit 3.09 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.01.16	Certificate of Designation of 8.125% Non-Cumulative Preferred Stock, Series AA, of the Company, incorporated by reference to Exhibit 3.10 to the Company’s Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).
3.02	By-Laws of the Company, as amended, effective October 16, 2007, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 19, 2007 (File No. 1-9924).
10.01.1*	Travelers Group 1996 Stock Incentive Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.03 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 (File No. 1-9924) (the “Company’s September 30, 1997 10-Q”).
10.01.2*	Amendment to Travelers Group 1996 Stock Incentive Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.03.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the “Company’s 1999 10-K”).
10.02.1*	Travelers Group Inc. Retirement Benefit Equalization Plan (as amended and restated as of January 2, 1996) (the “Travelers Retirement Plan”), incorporated by reference to Exhibit 10.04 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 1-9924) (the “Company’s 1998 10-K”).
10.02.2*	Amendment to the Travelers Retirement Plan, included as part of the Action of the Senior Human Resources Officer dated January 3, 2002, incorporated by reference to Exhibit 10.04.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (File No. 1-9924) (the “Company’s 2005 10-K”).
10.03*	Citigroup Inc. Amended and Restated Compensation Plan for Non-Employee Directors (as of September 21, 2004), incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (File No. 1-9924).
10.04.1*	Form of Citigroup Inc. Non-Employee Director Equity Award Agreement (pursuant to the Amended and Restated Compensation Plan for Non-Employee Directors), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 14, 2005 (File No. 1-9924).

10.04.2*	Form of Citigroup Inc. Non-Employee Director Equity Award Agreement (effective November 1, 2006), incorporated by reference to Exhibit 10.05 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006 (File No. 1-9924) (the “Company’s September 30, 2006 10-Q”).
10.05.1*	Supplemental Retirement Plan of the Company, incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-9924).
10.05.2*	Amendment to the Company’s Supplemental Retirement Plan, incorporated by reference to Exhibit 10.06.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-9924).
10.06*	Citigroup 1999 Executive Performance Plan (effective January 1, 1999), incorporated by reference to Annex B to the Company’s Proxy Statement dated March 8, 1999 (File No. 1-9924).
10.07.1*	Travelers Group Capital Accumulation Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.02 to the Company’s September 30, 1997 10-Q.
10.07.2*	Amendment to the Travelers Group Capital Accumulation Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.08.2 to the Company’s 1999 10-K.
10.08*	The Travelers Inc. Deferred Compensation and Partnership Participation Plan, incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K/A-1 for the fiscal year ended December 31, 1994 (File No. 1-9924).
10.09*	The Travelers Insurance Deferred Compensation Plan (formerly The Travelers Corporation TESIP Restoration and Non-Qualified Savings Plan) (as amended through December 10, 1998), incorporated by reference to Exhibit 10.10 to the Company’s 1998 10-K.
10.10*	The Travelers Corporation Directors’ Deferred Compensation Plan (as amended November 7, 1986), incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of The Travelers Corporation for the fiscal year ended December 31, 1986 (File No. 1-5799).
10.11	Citigroup Employee Incentive Plan, amended and restated as of April 17, 2001, incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File No. 1-9924) (the “Company’s 2002 10-K”).
10.12	Citigroup 2000 Stock Purchase Plan (effective May 1, 2000), amended and restated as of February 28, 2003, incorporated by reference to Exhibit 10.14 to the Company’s 2002 10-K.
10.13*	1994 Citicorp Annual Incentive Plan for Selected Executive Officers, incorporated by reference to Exhibit 10 to Citicorp’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994 (File No. 1-5378).
10.14.1*	Citicorp 1997 Stock Incentive Plan, incorporated by reference to Citicorp’s 1997 Proxy Statement filed February 26, 1997 (File No. 1-5378).
10.14.2*	Amendment to the Citicorp 1997 Stock Incentive Plan, incorporated by reference to Exhibit 10.19.2 to the Company’s 1999 10-K.

10.15.1*	Supplemental Executive Retirement Plan of Citicorp and Affiliates (as amended and restated effective January 1, 1998), incorporated by reference to Exhibit 10.20.1 to the Company’s 1999 10-K.
10.15.2*	First Amendment to the Supplemental Executive Retirement Plan of Citicorp and Affiliates (as amended and restated effective January 1, 1998), incorporated by reference to Exhibit 10.20.2 to the Company’s 1999 10-K.
10.16.1*	Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates, as amended and restated (the “Citibank Supplemental ERISA Plan”), incorporated by reference to Exhibit 10.(G) to Citicorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-5378).
10.16.2*	Amendment to the Citibank Supplemental ERISA Plan (the “Amended Citibank Supplemental ERISA Plan”), incorporated by reference to Exhibit 10.21.2 to the Company’s 1999 10-K.
10.16.3*	Amendment to the Amended Citibank Supplemental ERISA Plan, included as part of, and incorporated by reference to, Exhibit 10.04.1 to the Company’s 2005 10-K.
10.17*	Supplemental ERISA Excess Plan of Citibank, N.A. and Affiliates, as amended and restated, incorporated by reference to Exhibit 10.(H) to Citicorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-5378).
10.18.1*	Citicorp Directors’ Deferred Compensation Plan, Restated May 1, 1988, incorporated by reference to Exhibit 10.23 to the Company’s 1998 10-K.
10.18.2*	Amendment to the Citicorp Directors’ Deferred Compensation Plan (effective as of December 31, 2001), incorporated by reference to Exhibit 10.22.2 to the Company’s 2001 10-K.
10.19.1*	Letter Agreement, dated as of October 26, 1999 (the “1999 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.24 to the Company’s 1999 10-K.
10.19.2*	Amendment to the 1999 Letter Agreement, dated as of February 6, 2002 (the “2002 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.23.2 to the Company’s 2001 10-K.
10.19.3*	Amendment to the 2002 Letter Agreement, dated as of February 10, 2003 (the “2003 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.23.3 to the Company’s 2002 10-K.
10.19.4*	Amendment to the 2003 Letter Agreement, dated as of March 10, 2004 (the “2004 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 (File No. 1-9924).
10.19.5*	Amendment to the 2004 Letter Agreement, dated as of January 18, 2005 (the “January 2005 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 24, 2005 (File No. 1-9924).
10.19.6*	Amendment to the January 2005 Letter Agreement, dated as of March 14, 2005 (the “March 2005 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 15, 2005 (File No. 1-9924).
10.19.7*	Amendment to the March 2005 Letter Agreement, dated as of December 19, 2005 (the “December 2005 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.22.7 to the Company’s 2005 10-K.

10.19.8*	Amendment to the December 2005 Letter Agreement, dated as of March 22, 2006 (the “March 2006 Letter Agreement”), between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924) (the “Company’s March 31, 2006 10-Q”).
10.19.9*	Aircraft Time Sharing Agreement, dated August 10, 2006, between Citiflight, Inc. and Robert E. Rubin, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 11, 2006 (File No. 1-9924).
10.19.10*	Amendment to the March 2006 Letter Agreement, dated as of December 26, 2006, between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.20.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File 1-9924).
10.19.11*	Trust Agreement under Robert E. Rubin Employment Arrangement, dated February 2, 2000 (the “February 2000 Trust Agreement”), between the Company and The Northern Trust Company, incorporated by reference to Exhibit 10.20.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File 1-9924).
10.19.12*	First Amendment to the February 2000 Trust Agreement, dated as of December 26, 2006, between the Company and The Northern Trust Company, incorporated by reference to Exhibit 10.20.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File 1-9924).
10.19.13*+	Second Amendment to the February 2000 Trust Agreement, dated as of December 31, 2007, between the Company and The Northern Trust Company.
10.20*	Letter Agreement, dated October 30, 2002, between the Company and Sallie Krawcheck, incorporated by reference to Exhibit 10.28 to the Company’s 2002 10-K.
10.21*	Citigroup 1999 Stock Incentive Plan (as amended and restated effective April 19, 2005), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2005 (File No. 1-9924).
10.22*	Form of Citigroup Directors’ Stock Option Grant Notification, incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File No. 1-9924).
10.23	Lease, dated as of September 25, 2002, between BP 399 Park Avenue LLC (as Landlord) and Citigroup Inc. (as Tenant), incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 1-9924).
10.24*	Primerica Retirement Benefit Equalization Plan, incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No. 1-9924).
10.25.1*	Form of Citigroup Equity Award Agreement, incorporated by reference to Exhibit 10.02 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 (File No. 1-9924) (the “Company’s September 30, 2004 10-Q”).
10.25.2*	Form of Citigroup Equity Award Agreement (revised), incorporated by reference to Exhibit 10.28.1 to the Company’s 2005 10-K.
10.25.3*	Form of Citigroup Equity Award Agreement (effective November 1, 2006), incorporated by reference to Exhibit 10.04 to the Company’s September 30, 2006 10-Q.

10.26.1*	Form of Reload Option Grant Notification, incorporated by reference to Exhibit 10.03 to the Company’s September 30, 2004 10-Q.
10.26.2*	Form of Citigroup Reload Stock Option Grant Notification (effective November 1, 2006), incorporated by reference to Exhibit 10.03 to the Company’s September 30, 2006 10-Q.
10.27	Acquisition Agreement, dated as of January 31, 2005, by and between the Company and MetLife, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 4, 2005 (File No. 1-9924).
10.28	Transaction Agreement, dated as of June 23, 2005, by and between the Company and Legg Mason, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 30, 2005 (File No. 1-9924).
10.29	Global Distribution Agreement, dated as of June 23, 2005, by and between the Company and Legg Mason, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 30, 2005 (File No. 1-9924).
10.30*	Letter, dated as of May 1, 2006, to Roberto Hernandez Ramirez, incorporated by reference to Exhibit 10.02 to the Company’s March 31, 2006 10-Q.
10.31*	Citigroup Management Committee Termination Notice and Non-Solicitation Policy, effective October 2, 2006, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 6, 2006 (File No. 1-9924).
10.32*	Agreement, dated August 3, 2004, between the Company and Stephen Volk, incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (File No. 1-9924).
10.33*	Letter Agreement, dated as of February 23, 2007, between the Company and Gary Crittenden, incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 (File No. 1-9924).
10.34*	Form of Citigroup Inc. Management Committee Long-Term Incentive Program Award Agreement (effective July 17, 2007), incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (File No. 1-9924).
10.35*	Citigroup Inc. Non-Employee Directors Compensation Plan (effective as of January 1, 2008), incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 (File No. 1-9924) (the “Company’s September 30, 2007 10-Q”).
10.36*	Form of Citigroup Equity Award Agreement (effective November 1, 2007), incorporated by reference to Exhibit 10.02 to the Company’s September 30, 2007 10-Q.
10.37*	Form of Citigroup Reload Stock Option Grant Notification (effective November 1, 2007), incorporated by reference to Exhibit 10.03 to the Company’s September 30, 2007 10-Q.
10.38*	Letter Agreement, dated as of June 14, 2005, between the Company and Lewis B. Kaden, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 16, 2005 (File No. 1-9924).
10.39*+	Deferred Cash Retention Award Plan (effective as of January 1, 2008).
10.40.1+	Lease, dated as of May 12, 2005, between Reckson Court Square, LLC (Landlord) and Citibank, N.A. (Tenant); Premises: One Court Square, 25-01 Jackson Avenue, Long Island City, New York 11120.

10.40.2+	First Amendment to Lease, dated as of August 3, 2005, between Reckson Court Square, LLC (Landlord) and Citibank, N.A. (Tenant); Premises: One Court Square, Long Island City, Queens County, New York.
10.41+	Lease, dated as of December 18, 2007, between 388 Realty Owner LLC (Landlord) and Citigroup Global Markets Inc. (Tenant); Premises: 388 Greenwich Street, New York, New York 10013.
10.42+	Lease, dated as of December 18, 2007, between 388 Realty Owner LLC (Landlord) and Citigroup Global Markets Inc. (Tenant); Premises: 390 Greenwich Street, New York, New York 10013.
10.43*+	Aircraft Time Sharing Agreement, dated December 12, 2007, between Citiflight, Inc. and Vikram Pandit.
10.44*+	Aircraft Time Sharing Agreement, dated November 7, 2007, between Citiflight, Inc. and Sir Winfried FW Bischoff.
12.01+	Calculation of Ratio of Income to Fixed Charges.
12.02+	Calculation of Ratio of Income to Fixed Charges Including Preferred Stock Dividends.
21.01+	Subsidiaries of the Company.
23.01+	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
24.01+	Powers of Attorney.
31.01+	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02+	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01+	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.01+	Residual Value Obligation Certificate.
99.02+	List of Securities Registered Pursuant to Section 12(b) and Section 12(g) of the Securities Exchange Act of 1934.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the SEC upon request.

Copies of any of the exhibits referred to above will be furnished at a cost of $0.25 per page (although no charge will be made for the 2007 Annual Report on Form 10-K) to security holders who make written request therefor to Citigroup Inc., Corporate Governance, 425 Park Avenue, 2nd Floor, New York, New York 10043.

* Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

+ Filed herewith.

EX-10.19.13

Exhibit 10.19.13

SECOND AMENDMENT TO THE

TRUST UNDER ROBERT E. RUBIN

EMPLOYMENT ARRANGEMENT

WHEREAS, Citigroup Inc. (“Company”) and The Northern Trust Company (“Trustee”) entered into the Trust under Robert E. Rubin Employment Arrangement, dated February 2, 2000 and as amended December 26, 2006 (the “Trust”), and

WHEREAS, the parties to the Trust intend to amend the Trust in furtherance of the purposes of the Trust, pursuant to the authority set forth in Section 12(a) of the Trust;

NOW, THEREFORE, the parties do hereby agree that the Trust shall be amended, as follows:

1. The first sentence of Section 2(a) shall be amended to read as follows:

Notwithstanding anything to the contrary in this Trust Agreement, subject to Section 2(d), Section 2(e), Section 3 and Section 13(e) hereof, upon the termination of Mr. Rubin’s employment with Company for any reason, whether voluntary or involuntary and including death or disability, or upon any failure of Company to comply with the provisions of the Arrangement or the Trust Agreement in any material respect, (any such termination or failure, a “Distribution Event”), Trustee shall immediately distribute to Mr. Rubin or, in the event of his death, his estate, and they shall be unequivocally entitled to receive the immediate distribution of, all assets then held in trust hereunder with Trustee; provided that if such date of termination shall be December 31 of any year, such distribution shall be made on the first business day of the following year.

2. New section 2(e) shall be added as follows:

Notwithstanding anything herein to the contrary but subject to the tax reporting and withholding requirements described in Section 2(b), Trustee shall distribute to Mr. Rubin the Trust assets held in the Robert E. Rubin Employment Trust-2 subaccount established under the Trust as of December 31, 2007 as well as any earnings, interest or distributions on such assets on a date in 2008 (after January 2, 2008) mutually agreed upon by the Company and Trustee.

3. Section 13(e) shall be amended to read as follows:

Notwithstanding anything herein to the contrary, to the extent required by Section 409A of the Internal Revenue Code, distributions from the Trust made upon Mr. Rubin's separation from service shall be deferred until the date that is six (6) months following the date of Mr. Rubin's separation from service.

1

IN WITNESS WHEREOF, the parties hereto have caused this amendment to the Trust to be duly executed as of the date hereof.

CITIGROUP INC.
By:	/s/ John L. Donnelly	Date: December 31, 2007
Name:	John L. Donnelly
Title:	Head, Human Resources

THE NORTHERN TRUST COMPANY (TRUSTEE)
By:	/s/ Carol Grant Opferman	Date: December 27, 2007
Title:	Vice President

Pursuant to Section 12(a) of the Trust Agreement, I hereby consent to the foregoing amendment to the Trust Agreement.

/s/ Robert E. Rubin	Date: December 27, 2007
Robert E. Rubin

2

EX-10.39

Exhibit 10.39

DEFERRED CASH RETENTION AWARD PLAN

Effective as of January 1, 2008

DEFERRED CASH RETENTION AWARD PLAN

Purpose

Citigroup Inc. (the “Company”) has adopted the Deferred Cash Retention Award Plan (the “Plan”) to provide certain key executives with retention awards under the terms and conditions described in the Plan.

ARTICLE I

DEFINITIONS

As used herein, the following terms have the meanings set forth below.

“Accelerated Vesting Event” means (i) a Participant’s termination of employment on account of Disability, (ii) a Participant’s death, (iii) a Participant’s involuntary termination of employment other than for Gross Misconduct, or (iv) a transaction that is considered a Change in Control occurs with respect to a Participant’s employer.

“Account” means a bookkeeping account maintained on the books and records of the Company to record the Award earned by a Participant in respect of one Fiscal Year, and the subsequent notional investment performance thereof, all in accordance with the Plan. Each Participant will have a separate Account in respect of each Fiscal Year for which an Award is earned by him or her under the Plan. An Account is established only for purposes of measuring a benefit accrued under the Plan and not to segregate assets or to identify assets that may be used to make payments hereunder.

“Affiliate” means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the Company.

“Award” means, as to any Fiscal Year, the amount credited to a Participant’s Account in respect of such Fiscal Year as described in Section 2.01.

“Award Date” means the date in a Fiscal Year in which incentive and retention compensation is awarded to Eligible Executives in respect of the prior Fiscal Year.

“Change in Control” means a transaction described in Section 409A(a)(2)(A)(v) of the Code Treasury Regulations promulgated thereunder as in effect from time to time.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Personnel and Compensation Committee of the Board of Directors of the Company.

“Disability” means, for any Participant, that (i) the Participant has experienced a permanent disability within the meaning of the long-term disability plan applicable to such Participant or (ii) a condition which has been determined by the U.S. Social Security

Administration to be total disability entitling the Participant to long-term U.S. Social Security disability benefits; provided that the Participant has provided to the Company appropriate documentation to such effect.

“Effective Date” means January 1, 2008.

“Eligible Executive” means any executive employed by the Company or an Affiliate who is a member of the Citigroup Management Committee on the Award Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Fiscal Year” means the accounting fiscal year of the Company.

“Gross Misconduct” means conduct (i) that is in competition with the Company’s business operations, (ii) that breaches any obligation to the Company or duty of loyalty, (iii) that is materially injurious to the Company, monetarily or otherwise, or (iv) that is otherwise determined by the Committee, in its sole discretion, to constitute gross misconduct.

“Investment Option” means the notional investment(s) made available under the Plan from time to time to measure the gain and loss on the Participants’ Accounts determined in accordance with Section 3.02; provided, however, that unless the Committee determines otherwise, the Investment Option shall be Citigroup Inc. common stock.

“Participant” means an executive in respect of whom one or more Accounts are maintained under the Plan.

“Section 409A” means Section 409A of the Code and the Treasury Regulations promulgated thereunder as in effect from time to time.

“Sub Plans” shall have the meaning ascribed thereto in Section 7.03.

ARTICLE II

AWARDS

Section 2.01    Awards. For each Fiscal Year, the Committee shall determine (i) which Eligible Executives shall participate in the Plan and (ii) the amount of, and the terms and conditions applicable to, the Award granted to each Eligible Executive selected for an Award in respect of such Fiscal Year.

2

ARTICLE III

ACCOUNTS

Section 3.01    Maintenance of Accounts and Crediting of Awards.

(a)        The Company will maintain an Account for each Participant in respect of each Fiscal Year for which the Participant is granted an Award in accordance with Section 2.01. Each Account will be credited on the applicable Award Date with the amount of the Participant’s Award in respect of the Fiscal Year, and shall be thereafter adjusted to reflect notional gains and losses pursuant to Section 3.02.

Section 3.02    Notional Investment of Account Balances.

(a)        The Committee shall identify the Investment Option periodically made available for the notional investment of Accounts, and shall periodically communicate the available Investment Option to Participants. The Committee may alter, modify, eliminate or replace an Investment Option and, if it does so, it may provide affected Participants a different and/or modified Investment Option in place of the Investment Option being altered, modified, eliminated or replaced.

(b)        Each Account will be deemed invested in the Investment Option from the applicable Award Date through the last business day immediately preceding the earlier of (i) the payment date of the Award in respect of such Account, or (ii)an Accelerated Vesting Event, in the case of payment pursuant to Section 5.02(a).

(c)        Unless otherwise provided by the Company, each Account shall be adjusted no less frequently than annually to reflect the equivalent of the earnings, gains and losses that the Account would have experienced had the Account actually been invested in the Investment Option.

ARTICLE IV

PAYMENTS

Section 4.01    Payments Generally. Unless otherwise determined by the Committee and subject to Article V hereof, an amount equal to fifty percent (50%) of the balance in an Account will be paid by the Company, in cash, to the applicable Participant on January 20, 2009, and the remaining unpaid balance in an Account will be paid by the Company, in cash, to the applicable Participant on January 20, 2010.

Section 4.02    No Withdrawals or Loans. Prior to payment as provided for herein, a Participant will have no rights under the Plan to make withdrawals from his or her Accounts for any reason. In no event will a Participant be entitled to receive loans from the Company based upon the balance in his or her Accounts.

Section 4.03    Taxes and Withholding. As a condition to any payment pursuant to the Plan, the Company may require a Participant to pay such sum to the Company as may be

3

necessary to discharge the Company’s obligations with respect to any taxes, assessments or other governmental charges, whether of the United States or any other jurisdiction, imposed on the Participant on account of his or her participation in the Plan. In the discretion of the Company, the Company may deduct or withhold such sum from any payment or distribution to the Participant, whether pursuant to the Plan or otherwise.

Section 4.04    Payment in Discharge of the Company’s Obligations. Any payment made to a Participant or his or her beneficiary pursuant to the terms of the Plan shall (i) reduce the balance of the Account in respect of which such payment is made and (ii) constitute a complete discharge of the obligations of the Company with respect thereto.

Section 4.05    Currency and Foreign Exchange Rates. All payments under the Plan will be made in cash in U.S. dollars to Participants who reside within the United States at the time such payments are made. With respect to Participants who reside outside the United States, all payments under the Plan will be made in cash in the local currency of the country in which the Participant resides at the time such payments are made and such payments shall be made in accordance with the foreign currency exchange rate in effect at the time of payment as determined by the Company. Participants will have no right to any other form of payment.

ARTICLE V

TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE

Section 5.01    Generally. Subject to this Article V, upon termination of a Participant’s employment with the Company, such Participant’s unpaid Accounts shall be forfeited without any payment to the Participant in respect thereof.

Section 5.02    Termination and Leave of Absence Under Special Circumstances. Notwithstanding Section 5.01:

(a)        If, with respect to a Participant, there occurs an Accelerated Vesting Event, an amount equal to the balance in such Participant’s unpaid Accounts shall be paid to the Participant or his or her estate, as applicable, as soon as is administratively practicable following such Accelerated Vesting Event (but not later than March 15^th of the calendar year following the calendar year in which the Accelerated Vesting Event occurs).

(b)        A Participant who incurs a leave of absence (i) with respect to which the Participant has reemployment rights guaranteed by statute (e.g., a family or medical leave pursuant to the Family and Medical Leave Act of 1993 or military leave) or (ii) with respect to which the Participant does not have such reemployment rights, but which leave of absence was approved by the Company and as to which there is a reasonable expectation that the Participant will return to perform services for the Company, shall be considered for purposes of Articles IV and V to be continuously employed with the Company during the period of such leave.

(c)        A Participant whose employment is transferred to an Affiliate shall be considered for purposes of Articles IV and V to be continuously employed with the Company during the period of employment with such Affiliate. If the Participant’s employment with such

4

Affiliate or the Company terminates following such transfer, he or she will be subject to all applicable provisions of this Article V.

(d)        A Participant whose employment with the Company and any Affiliates ends for any reason on or after the payment date set forth in Section 4.01 in respect of an Account and prior to receiving payment with respect to such Account shall be considered for purposes of Articles IV and V to be continuously employed with the Company through the date of payment with respect to such Account.

Section 5.03    Nontransferability. Except as provided in Section 8.04, no Participant nor any creditor or beneficiary of any Participant shall have the right to subject an amount payable under this Plan or under any other plan, policy, arrangement or agreement of or with the Company or any Affiliate (this Plan and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment during the Participant’s lifetime. In the event of a Participant’s death, his or her unpaid Account balances will be paid to the Participant’s estate in accordance with Section 5.02(a).

ARTICLE VI

ADMINISTRATION

Section 6.01    Plan Administration. The Plan shall be administered by the Committee. The Committee shall have discretionary authority to interpret the Plan, to make all legal and factual determinations, and to determine all questions arising in the administration of the Plan, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. The Committee may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any conditions or restrictions imposed with respect to Awards, subject to the limitations contained in Section 7.01. Each interpretation, determination or other action made or taken pursuant to the Plan by the Committee shall be final and binding on all persons, subject to the provisions of Section 8.07 hereof concerning arbitration. To the extent permitted by applicable law, the Committee may at any time delegate to one or more officers of the Company some or all of its authority over the administration of the Plan.

Section 6.02    Indemnification. The Committee and each of its delegates shall not be liable to any Participant for any action or determination. The members of the Committee and each of its delegates shall be indemnified by the Company to the maximum extent allowed by the law of the state in which the Company is incorporated against any liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by him or her as a result of actions taken or not taken in connection with the Plan. Such right of indemnification shall be in addition to any other contractual or statutory right of indemnification which the members of the Committee and each of its delegates otherwise may have against the Company in accordance with the Company’s by-laws, certificate of incorporation or otherwise.

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ARTICLE VII

AMENDMENT AND TERMINATION

Section 7.01    Right to Amend or Terminate the Plan. The Committee may alter, amend, modify, suspend or terminate the Plan at any time in its sole discretion, provided that no such alteration, amendment, modification, suspension or termination shall cause an Award or any portion of an Account or the Plan to become subject to (if not already subject to), or violate, Section 409A. No further Awards will be made after the effective date of termination of the Plan. Following such termination, payment in respect of each Participant’s Accounts will be made as provided in Section 7.02. Without limiting the foregoing, the Company shall have the authority (but shall not be obligated) to make alterations, amendments or modifications to the Plan at any time in its sole discretion that are non-material or that are necessary to comply with changes in applicable tax, accounting or other regulatory requirements applicable to the Plan, in each case as reasonably determined by the Company. To the extent the Committee or the Company deems it necessary or appropriate to modify or amend an Award or the Plan pursuant to this Section 7.01, the Participants shall receive a supplemental communication describing such changes. For the avoidance of doubt, no action permitted to be taken by the Committee or the Company, as applicable, pursuant to this Section 7.01 shall require the consent of any Participant.

Section 7.02    Action Following Termination of the Plan. Upon termination of the Plan, the Committee may take such action with respect to each Participant’s Accounts as it reasonably determines is necessary or desirable. No termination of the Plan will give rise to a claim of constructive termination of employment by any Participant.

Section 7.03    Sub Plans. The Company may, in its sole discretion, create separate sub-plans (“Sub Plans”) under the Plan, which shall provide for participation in the Plan by Eligible Executives employed outside of the United States. Each Sub Plan shall comply with local laws applicable to retention plans. The Plan shall be a separate and independent plan from the Sub Plans.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01    Unfunded Status of the Plan. The Plan is unfunded. A Participant’s Account shall represent at all times an unfunded and unsecured contractual obligation of the Company. Each Participant and each of his or her beneficiaries will be unsecured creditors of the Company with respect to all obligations owed to any of them under the Plan. Amounts payable under the Plan will be satisfied solely out of the general assets of the Company subject to the claims of its creditors. A Participant and his or her beneficiaries will not have any interest in any fund or in any specific asset of the Company of any kind by reason of any return credited to him or her hereunder, nor shall the Participant or any of his or her beneficiaries or any other person have any right to receive any payment or distribution under the Plan except as, and to the extent, expressly provided in the Plan. The Company will not segregate any funds or assets to provide for the distribution in respect of an Account or issue any

6

notes or security for the payment thereof. Any reserve or other asset that the Company may establish or acquire to assure itself of the funds to provide payments required under the Plan shall not serve in any way as security to any Participant or any beneficiary of a Participant for the performance of the Company under the Plan. Notwithstanding the foregoing, the Company, in its sole discretion, may contribute funds as it deems appropriate to a grantor trust for the purpose of paying benefits under the Plan. Such trust may or may not be irrevocable (as determined by the Company), but assets of the trust shall be subject to the claims of creditors of the Company. Such grantor trust shall not in any event locate or transfer its assets to a location outside the United States, nor shall it provide that assets will be restricted to the provision of benefits payable under the Plan in the event of a change in the Company’s financial health. To the extent that any benefits provided under the Plan actually are paid from the trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company. A Participant and his or her beneficiaries shall have no security interest in any such grantor trust.

Section 8.02    ERISA Status of the Plan. The Plan is a retention plan and is not intended to be subject to ERISA, and it shall be operated and interpreted consistent with such intent.

Section 8.03    No Right to Continued Employment. Neither the Plan nor any action taken or omitted to be taken pursuant to or in connection with the Plan shall be deemed to (i) create or confer on a Participant any right to be retained in the employ of the Company, (ii) interfere with or limit in any way the Company’s right to terminate the employment of a Participant at any time or (iii) confer on a Participant any right or entitlement to compensation in any specific amount for any future Fiscal Year. In addition, an Eligible Executive’s eligibility for an Award for a given Fiscal Year shall not be deemed to create or confer on the Participant any right to an Award, or any benefit or payment in any similar plan or program that may be established by the Company, in respect of any future Fiscal Year.

Section 8.04    Offset Rights. Notwithstanding any provisions of the Plan to the contrary, the Company may offset against any payments that would have otherwise been made to a Participant under the Plan by (i) any amounts which such Participant may owe to the Company, or (ii) any amounts paid by the Company or an Affiliate to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration or lawsuit of which such Participant was the subject.

Section 8.05    Section 409A. THE PLAN IS INTENDED TO FALL WITHIN THE “SHORT-TERM DEFERRAL” EXCEPTION OF SECTION 1.409A-1(b)(4) OF THE TREASURY REGULATIONS AND SHALL BE INTERPRETED AND ADMINISTERED IN ACCORDANCE WITH SUCH INTENT.

Section 8.06    Successors. The obligations of the Company under this Plan shall be binding upon the successors of the Company.

Section 8.07    Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, without regard to any conflicts or choice of law rule or principle that might otherwise refer the interpretation of the Plan to the substantive

7

law of another jurisdiction. All disputes under the Plan shall be subject to final and binding arbitration in accordance with the Company’s arbitration policy, as in effect from time to time.

Section 8.08    Construction. The headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of any provision hereof. Use of one gender includes the other, and the singular and plural include each other.

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EX-10.43

Exhibit 10.43

AIRCRAFT TIME SHARING AGREEMENT

THIS AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”) is made and entered into as of this 12^th day of December, 2007 by and between Citiflight, Inc., a corporation existing under the laws of the State of Delaware (“Operator”), and Vikram Pandit, an individual (“Lessee”), who together are sometimes also referred to herein individually as a “Party” or collectively as the “Parties.”

WITNESSETH:

WHEREAS, Operator has possession and ownership of the aircraft described in Section 20 of this agreement (individually and collectively, the “Aircraft”);

WHEREAS, Operator desires to lease from time-to-time the Aircraft to Lessee for Lessee’s use on a time sharing basis in accordance with 91.501 of the FAA’s federal aviation regulations, 14 C.F.R. Parts 1-199 as amended (the “FARs”);

WHEREAS, Operator employs fully qualified flight crews to operate the Aircraft on such basis: and

WHEREAS, subject to the terms and conditions herein, Lessee desires to lease Operator’s Aircraft with flight crew supplied by Operator on a time sharing basis;

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the Parties agree as follows:

Section 1 Provision of Program Aircraft. Operator agrees to lease the Aircraft to Lessee on a time sharing basis in accordance with the provisions of Sections 91.501(b)(6), 91.501(c)(1) and 91.501(d) of the FARs and solely at Operator’s discretion, including, without limitation, Operator’s determination of Aircraft availability according to Section 5 hereof, for the period commencing on the date of execution hereof and terminating on the earlier of (1) the first anniversary hereof; (2) the date the Parties elect to terminate this Agreement as hereinafter provided; or (3) a final determination that there has been a total loss of all of the Aircraft (the “Term”); provided, however, that this Agreement shall be extended automatically on a year to year basis following the first (1^st) anniversary hereof; either Party shall have the right and option to cancel this Agreement at any time upon thirty (30) days prior written notice to the other Party for any reason or for no reason and this Agreement shall automatically terminate on the date that Lessee ceases to be employed by Operator or any of its affiliated companies, whether as a result of resignation, retirement, death or other termination, provided, however, that the Term shall be extended to permit the Lessee or Lessee’s invitees to complete any previously scheduled return flight for which the initial flight was begun during the Term.

PAGE 1 OF  7

Section 2 Reimbursement of Expenses. For each flight conducted under this Agreement, Lessee shall pay Operator an amount (as determined by Operator) equal to the sum of the expenses of operating such flight that is permitted by FAR 91.501(d), i.e. an amount not to exceed the sum of the expenses set forth in subparagraphs (a)-(j) below for each such flight:

(a) Fuel, oil, lubricants, and other additives;

(b) Travel expenses of the crew, including food, lodging, and ground transportation;

(c) Hangar and tie-down costs away from the Program Aircraft’s base of operation;

(d) Insurance obtained for the specific flight;

(e) Landing fees, airport taxes, and similar assessments;

(f) Customs, foreign permit, and similar fees directly related to the flight;

(g) In-flight food and beverages;

(h) Passenger ground transportation;

(i) Flight planning and weather contract services; and

(j) An additional charge equal to one hundred percent (100%) of the expenses listed in subparagraph (a) above.

Section 3 Invoicing and Payment. All payments to be made to Operator by Lessee hereunder (regardless of the manner in which such payments are calculated pursuant to Section 2 above) shall be limited to the categories of costs identified in Items (a) through (j) of Section 2 above. Operator will pay all expenses related to the operations of the Aircraft hereunder (including all those listed in clauses (a) through (i) of Section 2 above) in the ordinary course of operator’s business. Operator shall provide to Lessee an invoice for the appropriate amount to be charged as specified in Section 2 above for each flight Lessee and his guests have taken under this Agreement (plus domestic or international air transportation excise taxes, as applicable, imposed on Lessee and his guests by the Internal Revenue Code for collection by Operator) (the “Time Sharing Invoice”). Operator shall issue the Time Sharing Invoice within fifteen (15) days after the completion of said flight or flights. Lessee shall pay Operator the full amount of such Time Sharing Invoice within thirty (30) days of the date of that invoice.

Section 4 Flight Requests. Lessee will provide Operator with flight requests and proposed flight schedules as far in advance as possible, and in any case at least twenty-four (24) hours in advance of Lessee’s desired departure, and Operator shall in turn coordinate said flight requests. Flight requests shall be in a form, whether oral or written, mutually convenient to and agreed upon by the Parties. In addition to proposed schedules and departure times, Lessee shall provide at least the following information for each proposed flight reasonably in advance of the desired departure time as required by Operator or its flight crew:

(a) departure point;

(b) destination;

(c) date and time of flight;

(d) number and identity of anticipated passengers;

(e) nature and extent of luggage and/or cargo to be carried;

(f) date and time of return flight, if any; and

(g) any other information concerning the proposed flight that may be pertinent to or required by Operator or its flight crew.

PAGE 2 OF  7

Section 5 Aircraft Scheduling. As between Operator and Lessee, Operator shall have final authority and discretion over all scheduling of the Aircraft, and Operator shall, at no time, be under any obligation to provide the Aircraft to Lessee for a particular flight or series of flights.

Section 6 Aircraft Maintenance. As between Operator and Lessee, Operator shall be solely responsible for securing scheduled and unscheduled maintenance, preventive maintenance, and required or otherwise necessary inspections of the Aircraft, and shall take such requirements into account in scheduling the Aircraft. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless, in the sole discretion of Operator and the pilot-in-command, such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements.

Section 7 Flight Crew. Operator shall employ, pay for and provide a qualified flight crew for all flight operations under this Agreement.

Section 8 Operational Authority and Control. Operator shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights, and shall retain full authority and control, including exclusive operational control, and possession of the Aircraft at all times at which the Aircraft is being operated on behalf of Lessee pursuant to this Agreement. In accordance with applicable FARs, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Lessee specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition which in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action which in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to Lessee or any other person for loss, injury, damage or delay. The Parties further agree that Operator shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason or no reason including, without limitation, circumstances when such failure is caused by government regulation or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or labor disputes, weather conditions, acts of God, or other circumstances within or beyond Operator’s reasonable control.

Section 9 Insurance.

Section 9.1 Basic Insurance. Operator will maintain or cause to be maintained in full force and effect throughout the term of this Agreement aircraft liability insurance with respect to the Aircraft, naming Lessee as an additional insured, in an amount at

PAGE 3 OF  7

least equal to $300,000,000 combined single limit for bodily injury to or death of persons (including passengers) and property damage liability.

Section 9.2 Additional Insurance. Operator shall use reasonable efforts to procure such additional insurance coverage as Lessee may reasonably request naming Lessee as an additional insured; provided that the additional premium for such insurance is invoiced on a flight-by-flight basis and paid for by Lessee.

Section 10 Tax Indemnity; FET. Lessee agrees to pay when due and assume liability for, and indemnify and hold harmless Operator concerning all claims of any kind whatsoever asserted by any person in the nature of, taxes which are incurred by Lessee (or his guests) through his (or their) use of the Aircraft under this Agreement. Operator agrees to collect and remit for the benefit of Lessee any “federal excise tax” or “FET” imposed under IRC $4261 resulting from Lessee’s (or his guests’) use of the Aircraft under this Agreement; provided, however, that such agreement shall in no way relieve Lessee of his duty to indemnify Operator for any and all taxes as described in the sentence immediately above.

Section 11 Warranties. Lessee warrants that:

Section 11.1 No Commercial Use. Lessee will use the Aircraft under this Agreement for, and only for, his own account, including the carriage of his guests, and will not use the Aircraft for purposes of providing transportation of passengers or cargo in air commerce for compensation or hire as a commercial operator or air carrier.

Section 11.2 No Liens. Lessee will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his action or inaction, and shall not convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder.

Section 11.3 Laws. During the term of this Agreement, Lessee will abide by and conform to all laws, orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft under a time sharing arrangement.

Section 12 Notices and Communications. All notices and other communications under this Agreement shall be in writing (except as permitted in Section 4) and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by personal delivery, by telefax (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight courier service, addressed as follows:

If to Operator:

Citiflight, Inc.

Hangar E-2 79 Tower Road, White Plains,

New York, 10604

Attn: William McNamee

PAGE 4 OF  7

Telephone: [redacted]

Facsimile: [redacted]

If to Lessee:

VIKRAM PANDIT

C/O Citigroup Inc.

399 Park Avenue

New York, NY 10022

Telephone: [redacted]

Facsimile: [redacted]

or to such other person or address as either Party may from time to time designate in writing to the other Party.

Section 13 Further Acts. Operator and Lessee shall from time to time perform such other and further acts and execute such other and further instruments as may be required by law or may be reasonably necessary (i) to carry out the intent and purpose of this Agreement, and (ii) to establish, maintain and protect the respective rights and remedies of the Parties.

Section 14 Successors and Assigns. Neither this Agreement nor any Party’s interest herein shall be assignable to any other party. This Agreement shall inure to the benefit of and be binding upon the Parties, their heirs, representatives and successors.

Section 15 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York.

Section 16 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

Section 17 Counterparts. This Agreement may be executed in any number of counterparts and via facsimile, and each counterpart shall for all purposes be deemed to be an original.

Section 18 Amendment or Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and is not intended to confer upon any person or entity any rights or remedies hereunder which are not expressly granted herein. This Agreement may be amended or modified only in writing duly executed by the Parties hereto.

Section 19 TRUTH IN LEASING STATEMENT PURSUANT TO SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS:

(a) OPERATOR CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12-MONTH PERIOD PRECEDING

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THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS, EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN 12 MONTHS OLD, AND THAT ALL APPLICABLE REQUIREMENTS FOR THE AIRCRAFT’S MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET AND ARE VALID FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

(b) OPERATOR AGREES, CERTIFIES AND ACKNOWLEDGES THAT WHENEVER THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OPERATOR SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT, AND THAT OPERATOR UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE APPLICABLE FEDERAL AVIATION REGULATIONS.

(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. OPERATOR FURTHER CERTIFIES THAT IT WILL SEND, OR CAUSE TO BE SENT, A TRUE COPY OF THIS AGREEMENT TO: FEDERAL AVIATION ADMINISTRATION, AIRCRAFT REGISTRATION BRANCH, ATTN. TECHNICAL SECTION (AVN-450), P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA 73125, WITHIN 24 HOURS AFTER ITS EXECUTION, AS REQUIRED BY SECTION 91.23(c)(1) OF THE FEDERAL AVIATION REGULATIONS.

Section 20 Description of Aircraft

Type of Aircraft	US Registration Number		Manufacturer’s Serial Number
Bombardier Global Express	[redacted	]	[redacted	]
Bombardier Global Express	[redacted	]	[redacted	]
Dassault Falcon 900EX	[redacted	]	[redacted	]
Dassault Falcon 900EX	[redacted	]	[redacted	]
Sikorsky S-76C	[redacted	]	[redacted	]

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written. The persons signing below warrant their authority to sign.

OPERATOR		LESSEE
By:
Name:	William McNamee	Name:	Vikram Pandit
Title:	President
By:
Name:	Alan Goldstein
Title:	Treasurer

PAGE 7 OF  7

EX-10.44

Exhibit 10.44

AIRCRAFT TIME SHARING AGREEMENT

THIS AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”) is made and entered into as of this 7^th day of November, 2007 by and between Citiflight, Inc., a corporation existing under the laws of the State of Delaware (“Operator”), and Sir Winfried FW Bischoff, an individual (“Lessee”), who together are sometimes also referred to herein individually as a “Party” or collectively as the “Parties.”

WITNESSETH:

WHEREAS, Operator has possession and ownership of the aircraft described in Section 20 of this agreement (individually and collectively, the “Aircraft”);

WHEREAS, Operator desires to lease from time-to-time the Aircraft to Lessee for Lessee’s use on a time sharing basis in accordance with 91.501 of the FAA’s federal aviation regulations, 14 C.F.R. Parts 1-199 as amended (the “FARs”);

WHEREAS, Operator employs fully qualified flight crews to operate the Aircraft on such basis; and

WHEREAS, subject to the terms and conditions herein, Lessee desires to lease Operator’s Aircraft with flight crew supplied by Operator on a time sharing basis;

NOW THEREFORE, in consideration of the mutual covenants herein set forth, the Parties agree as follows:

Section 1 Provision of Program Aircraft. Operator agrees to lease the Aircraft to Lessee on a time sharing basis in accordance with the provisions of Sections 91.501(b)(6), 91.501(c)(l) and 91.501(d) of the FARs and solely at Operator’s discretion, including, without limitation, Operator’s determination of Aircraft availability according to Section 5 hereof, for the period commencing on the date of execution hereof and terminating on the earlier of (1) the first anniversary hereof; (2) the date the Parties elect to terminate this Agreement as hereinafter provided; or (3) a final determination that there has been a total loss of all of the Aircraft (the “Term”); provided, however, that this Agreement shall be extended automatically on a year to year basis following the first (l^st) anniversary hereoc either Party shall have the right and option to cancel this Agreement at any time upon thirty (30) days prior written notice to the other Party for any reason or for no reason and this Agreement shall automatically terminate on the date that Lessee ceases to be employed by Operator or any of its affiliated companies, whether as a result of resignation, retirement, death or other termination, provided, however, that the Term shall be extended to permit the Lessee or Lessee’s invitees to complete any previously scheduled return flight for which the initial flight was begun during the Term.

PAGE 1 OF  7

Section 2 Reimbursement of Expenses. For each flight conducted under this Agreement, Lessee shall pay Operator an amount (as determined by Operator) equal to the sum of the expenses of operating such flight that is permitted by FAR 91.501(d), i.e. an amount not to exceed the sum of the expenses set forth in subparagraphs (a)-(j) below for each such flight:

(a) Fuel, oil, lubricants, and other additives;

(b) Travel expenses of the crew, including food, lodging, and ground transportation;

(c) Hangar and tie-down costs away from the Program Aircraft’s base of operation;

(d) Insurance obtained for the specific flight;

(e) Landing fees, airport taxes, and similar assessments;

(f) Customs, foreign permit, and similar fees directly related to the flight;

(g) In-flight food and beverages;

(h) Passenger ground transportation;

(i) Flight planning and weather contract services; and

(j) An additional charge equal to one hundred percent (100%) of the expenses listed in subparagraph (a) above.

Section 3 Invoicing and Payment. All payments to be made to Operator by Lessee hereunder (regardless of the manner in which such payments are calculated pursuant to Section 2 above) shall be limited to the categories of costs identified in Items (a) through (j) of Section 2 above. Operator will pay all expenses related to the operations of the Aircraft hereunder (including all those listed in clauses (a) through (i) of Section 2 above) in the ordinary course of operator’s business. Operator shall provide to Lessee an invoice for the appropriate amount to be charged as specified in Section 2 above for each flight Lessee and his guests have taken under this Agreement (plus domestic or international air transportation excise taxes, as applicable, imposed on Lessee and his guests by the Internal Revenue Code for collection by Operator) (the “Time Sharing Invoice”). Operator shall issue the Time Sharing Invoice within fifteen (15) days after the completion of said flight or flights. Lessee shall pay Operator the full amount of such Time Sharing Invoice within thirty (30) days of the date of that invoice.

Section 4 Flight Requests. Lessee will provide Operator with flight requests and proposed flight schedules as far in advance as possible, and in any case at least twenty-four (24) hours in advance of Lessee’s desired departure, and Operator shall in turn coordinate said flight requests. Flight requests shall be in a form, whether oral or written, mutually convenient to and agreed upon by the Parties. In addition to proposed schedules and departure times, Lessee shall provide at least the following information for each proposed flight reasonably in advance of the desired departure time as required by Operator or its flight crew:

(a) departure point;

(b) destination;

(c) date and time of flight;

(d) number and identity of anticipated passengers;

(e) nature and extent of luggage and/or cargo to be carried;

(f) date and time of return flight, if any; and

(g) any other information concerning the proposed flight that may be pertinent to or required by Operator or its flight crew.

PAGE 2 OF  7

Section 5 Aircraft Scheduling. As between Operator and Lessee, Operator shall have final authority and discretion over all scheduling of the Aircraft, and Operator shall, at no time, be under any obligation to provide the Aircraft to Lessee for a particular flight or series of flights.

Section 6 Aircraft Maintenance. As between Operator and Lessee, Operator shall be solely responsible for securing scheduled and unscheduled maintenance, preventive maintenance, and required or otherwise necessary inspections of the Aircraft, and shall take such requirements into account in scheduling the Aircraft. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless, in the sole discretion of Operator and the pilot-in-command, such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements.

Section 7 Flight Crew. Operator shall employ, pay for and provide a qualified flight crew for all flight operations under this Agreement.

Section 8 Operational Authority and Control. Operator shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights, and shall retain full authority and control, including exclusive operational control, and possession of the Aircraft at all times at which the Aircraft is being operated on behalf of Lessee pursuant to this Agreement. In accordance with applicable FARs, the qualified flight crew provided by Operator will exercise all required- and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Lessee specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition which in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action which in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to Lessee or any other person for loss, injury, damage or delay. The Parties further agree that Operator shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason or no reason including, without limitation, circumstances when such failure is caused by government regulation or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or labor disputes, weather conditions, acts of God, or other circumstances within or beyond Operator’s reasonable control.

Section 9 Insurance.

Section 9.1 Basic Insurance. Operator will maintain or cause to be maintained in full force and effect throughout the term of this Agreement aircraft liability insurance with respect to the Aircraft, naming Lessee as an additional insured, in an amount at

PAGE 3 OF  7

least equal to $300,000,000 combined single limit for bodily injury to or death of persons (including passengers) and property damage liability.

Section 9.2 Additional Insurance. Operator shall use reasonable efforts to procure such additional insurance coverage as Lessee may reasonably request naming Lessee as an additional insured; provided that the additional premium for such insurance is invoiced on a flight-by-flight basis and paid for by Lessee.

Section 10 Tax Indemnity; FET. Lessee agrees to pay when due and assume liability for, and indemnify and hold harmless Operator concerning all claims of any kind whatsoever asserted by any person in the nature of, taxes which are incurred by Lessee (or his guests) through his (or their) use of the Aircraft under this Agreement. Operator agrees to collect and remit for the benefit of Lessee any “federal excise tax” or “FET’ imposed under IRC $4261 resulting from Lessee’s (or his guests’) use of the Aircraft under this Agreement; provided, however, that such agreement shall in no way relieve Lessee of his duty to indemnify Operator for any and all taxes as described in the sentence immediately above.

Section 11 Warranties. Lessee warrants that:

Section 11.1 No Commercial Use. Lessee will use the Aircraft under this Agreement for, and only for, his own account, including the carriage of his guests, and will not use the Aircraft for purposes of providing transportation of passengers or cargo in air commerce for compensation or hire as a commercial operator or air carrier.

Section 11.2 No Liens. Lessee will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his action or inaction, and shall not convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder.

Section 11.3 Laws. During the term of this Agreement, Lessee will abide by and conform to all laws, orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft under a time sharing arrangement.

Section 12 Notices and Communications. All notices and other communications under this Agreement shall be in writing (except as permitted in Section 4) and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by personal delivery, by telefax (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight courier service, addressed as follows:

If to Operator:

Citiflight, Inc.

Hangar E-2 29 Tower Road, White Plains,

New York, 10604

Attn: William McNamee

PAGE 4 OF  7

Telephone: [redacted]

Facsimile: [redacted]

If to Lessee:

WIN BISCHOFF

C/O Citigroup Inc.

399 Park Avenue

New York, NY 10022

Telephone: [redacted]

Facsimile: [redacted]

or to such other person or address as either Party may from time to time designate in writing to the other Party.

Section 13 Further Acts. Operator and Lessee shall from time to time perform such other and further acts and execute such other and further instruments as may be required by law or may be reasonably necessary (i) to carry out the intent and purpose of this Agreement, and (ii) to establish, maintain and protect the respective rights and remedies of the Parties.

Section 14 Successors and Assigns. Neither this Agreement nor any Party’s interest herein shall be assignable to any other party. This Agreement shall inure to the benefit of and be binding upon the Parties, their heirs, representatives and successors.

Section 15 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of New York.

Section 16 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

Section 17 Counterparts. This Agreement may be executed in any number of counterparts and via facsimile, and each counterpart shall for all purposes be deemed to be an original.

Section 18 Amendment or Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and is not intended to confer upon any person or entity any rights or remedies hereunder which are not expressly granted herein. This Agreement may be amended or modified only in writing duly executed by the Parties hereto.

Section 19 TRUTH IN LEASING STATEMENT PURSUANT TO SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS:

(a) OPERATOR CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12-MONTH PERIOD PRECEDING

PAGE 5 OF  7

THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS, EXCEPT TO THE EXTENT THE AIRCRAFT IS LESS THAN 12 MONTHS OLD, AND THAT ALL APPLICABLE REQUIREMENTS FOR THE AIRCRAFT’S MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET AND ARE VALID FOR THE OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

(b) OPERATOR AGREES, CERTIFIES AND ACKNOWLEDGES THAT WHENEVER THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OPERATOR SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT, AND THAT OPERATOR UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE APPLICABLE FEDERAL AVIATION REGULATIONS.

(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. OPERATOR FURTHER CERTIFIES THAT IT WILL SEND, OR CAUSE TO BE SENT, A TRUE COPY OF THIS AGREEMENT TO: FEDERAL AVIATION ADMINISTRATION, AIRCRAFT REGISTRATION BRANCH, ATTN. TECHNICAL SECTION (AVN-450), P.O. BOX 25724, OKLAHOMA CITY, OKLAHOMA 73125, WITHIN 24 HOURS AFTER ITS EXECUTION, AS REQUIRED BY SECTION 91.23(c)(1) OF THE FEDERAL AVIATION REGULATIONS.

Section 20 Description of Aircraft

Type of Aircraft	US Registration Number		Manufacturer’s Serial Number
Bombardier Global Express	[redacted	]	[redacted	]
Bombardier Global Express	[redacted	]	[redacted	]
Dassault Falcon 900EX	[redacted	]	[redacted	]
Dassault Falcon 900EX	[redacted	]	[redacted	]
Sikorsky S-76C	[redacted	]	[redacted	]

[Signature Page Follows]

PAGE 6 OF  7

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on the day and year first above written. The persons signing below warrant their authority to sign.

OPERATOR		LESSEE
By:
Name:	William McNamee	Name:	Sir Winfried FW Bischoff
Title:	President
By:
Name:	Alan Goldstein
Title:	Treasurer

PAGE 7 OF  7

EX-12.01

Exhibit 12.01

CITIGROUP INC.

CALCULATION OF RATIO OF INCOME TO FIXED CHARGES

	Year ended December 31,
In millions of dollars, except for ratios	2007		2006(1)(2)		2005(1)(2)		2004(1)(2)		2003(1)(2)
EXCLUDING INTEREST ON DEPOSITS:
Fixed Charges
Interest expense (other than interest on deposits)	$	49,622	$	35,682	$	23,120	$	13,271	$	9,942
Interest factor in rent expense		681		570		516		487		460
Total fixed charges	$	50,303	$	36,252	$	23,636	$	13,758	$	10,402
Income
Income from continuing operations before taxes, minority interest and cumulative effect of accounting changes	$	1,701	$	29,639	$	29,433	$	22,736	$	25,170
Fixed charges (excluding preferred stock dividends)		50,303		36,252		23,636		13,758		10,402
Total income	$	52,004	$	65,891	$	53,069	$	36,494	$	35,572
Ratio of income to fixed charges excluding interest on deposits		1.03		1.82		2.25		2.65		3.42
INCLUDING INTEREST ON DEPOSITS:
Fixed Charges
Interest expense	$	77,531	$	56,943	$	36,676	$	22,004	$	17,184
Interest factor in rent expense		681		570		516		487		460
Total fixed charges	$	78,212	$	57,513	$	37,192	$	22,491	$	17,644
Income
Income from continuing operations before taxes, minority interest and cumulative effect of accounting changes	$	1,701	$	29,639	$	29,433	$	22,736	$	25,170
Fixed charges (excluding preferred stock dividends)		78,212		57,513		37,192		22,491		17,644
Total income	$	79,913	$	87,152	$	66,625	$	45,227	$	42,814
Ratio of income to fixed charges including interest on deposits		1.02		1.52		1.79		2.01		2.43

(1) On December 1, 2005, Citigroup completed the sale of substantially all of Citigroup’s Asset Management Business to Legg Mason, Inc. Citigroup reports these businesses separately as discontinued operations in the Company’s Consolidated Statement of Income. The calculation of the ratio of income to fixed charges excludes discontinued operations. Prior periods have been restated on a comparable basis.

(2) On July 1, 2005, Citigroup completed the sale of Citigroup’s Travelers Life & Annuity and substantially all of Citigroup’s international insurance businesses to MetLife, Inc. Citigroup reports these businesses separately as discontinued operations in the Company’s Consolidated Statement of Income.

EX-12.02

Exhibit 12.02

CITIGROUP INC.

CALCULATION OF RATIO OF INCOME TO FIXED CHARGES

INCLUDING PREFERRED STOCK DIVIDENDS

In millions of dollars, except for ratios	Year ended December 31,
	2007		2006(1)(2)		2005(1)(2)		2004(1)(2)		2003(1)(2)
EXCLUDING INTEREST ON DEPOSITS:
Fixed Charges
Interest expense (other than interest on deposits)	$	49,622	$	35,682	$	23,120	$	13,271	$	9,942
Interest factor in rent expense		681		570		516		487		460
Dividends—Preferred Stock		51		88		98		95		103
Total fixed charges	$	50,354	$	36,340	$	23,734	$	13,853	$	10,505
Income
Income from continuing operations before taxes, minority interest and cumulative effect of accounting changes	$	1,701	$	29,639	$	29,433	$	22,736	$	25,170
Fixed charges (excluding preferred stock dividends)		50,303		36,252		23,636		13,758		10,402
Total income	$	52,004	$	65,891	$	53,069	$	36,494	$	35,572
Ratio of income to fixed charges excluding interest on deposits		1.03		1.81		2.24		2.63		3.39
INCLUDING INTEREST ON DEPOSITS:
Fixed Charges
Interest expense	$	77,531	$	56,943	$	36,676	$	22,004	$	17,184
Interest factor in rent expense		681		570		516		487		460
Dividends—Preferred Stock		51		88		98		95		103
Total fixed charges	$	78,263	$	57,601	$	37,290	$	22,586	$	17,747
Income
Income from continuing operations before taxes, minority interest and cumulative effect of accounting changes	$	1,701	$	29,639	$	29,433	$	22,736	$	25,170
Fixed charges (excluding preferred stock dividends)		78,212		57,513		37,192		22,491		17,644
Total income	$	79,913	$	87,152	$	66,625	$	45,227	$	42,814
Ratio of income to fixed charges including interest on deposits		1.02		1.51		1.79		2.00		2.41

(1) On December 1, 2005, Citigroup completed the sale of substantially all of Citigroup’s Asset Management Business to Legg Mason, Inc. Citigroup reports these businesses separately as discontinued operations in the Company’s Consolidated Statement of Income. The calculation of the ratio of income to fixed charges excludes discontinued operations. Prior periods have been restated on a comparable basis.

(2) On July 1, 2005, Citigroup completed the sale of Citigroup’s Travelers Life & Annuity and substantially all of Citigroup’s international insurance businesses to MetLife, Inc. Citigroup reports these businesses separately as discontinued operations in the Company’s Consolidated Statement of Income.

EX-21.01

Exhibit 21.01

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007
LEGAL VEHICLE	INCORPORATION
2490827 Nova Scotia Limited	Canada
3086148 Nova Scotia Company	Canada
44-26 Hunter Street Realty Corporation	New York
525 Participacoes S.A.	Brazil
845 West 3900 South, LLC	Delaware
9 West I Loan Funding LLC	Delaware
9 West II Loan Funding LLC	Delaware
AAMBG Reinsurance, Inc.	Vermont
AAMC, Inc.	Delaware
ABA SIS, S.A. de C.V.	Mexico
ABR No.1 Investment Enterprise Partnership	Japan
Absolute Value Fund, L.P.	Cayman Is.
ACC CBNA Loan Funding LLC	Delaware
ACC CFPI Loan Funding LLC	Delaware
Acciones y Valores Banamex, S.A. de C.V. Casa de Bolsa, Integrante del Grupo Financiero Banamex	Mexico
Acciones y Valores, S.A. de C.V. <El Salvador>	El Salvador
Achtundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
ACONA B.V.	Netherlands
Acorn NJ Straight Apartments, L.P.	New Jersey
Adam Capital Trust III	Delaware
Adam Statutory Trust III	Connecticut
Adam Statutory Trust IV	Connecticut
Adam Statutory Trust V	Connecticut
Adams Aircraft Ltd.	Japan
Administradora Ancon S.A.	Panama
Administradora de Fondos de Pensiones Confia, S.A.	El Salvador
Administradora de Fondos de Pensiones y Cesantias S.A. Colfondos	Colombia
Administradora de Portafolios EuroAmerican Capital S. de R.L. de C.V.	Mexico
Administradora de Valores de Guatemala, Sociedad Anonima	Guatemala
ADV One, Inc.	Delaware
ADV Three, Inc.	Delaware
Advanced Molded Packaging LLC	Delaware
AEL Leasing Co., Inc.	Pennsylvania
AFJ Catalyzer No.1 Investment Enterprise Partnership	Japan
Afore Banamex, S.A. de C.V.	Mexico
AFSC Agency, Inc. <DE>	Delaware
AIC Card Services, Inc.	Japan
Airlie CBNA Loan Funding LLC	Delaware
Airlie CFPI Loan Funding LLC	Delaware

1

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Alaska CBNA Loan Funding LLC	Delaware
Alaska CFPI Loan Funding LLC	Delaware
Albacore Investments, Ltd.	Bahamas
Alternative Investments MGR, Ltd.	Cayman Is.
AMAD Holdings Inc.	Delaware
American Health and Life Insurance Company	Texas
Anson Aircraft Ltd.	Japan
Ant BB No.2 Investment Enterprise Partnership	Japan
Ant Bridge No.1 Venture Capital Investment Limited Partnership	Japan
Ant Bridge No.2 Venture Capital Secondary Investment Limited Partnership	Japan
Ant Care Business No.1 Venture Capital Investment Limited Partnership	Japan
Ant Catalyzer No.2 Venture Capital Investment Limited Partnership	Japan
Ant Catalyzer No.3 Private Equity Investment Limited Partnership	Japan
Ant Corporate Advisory CO., Ltd	Japan
Ant Integration No.1 Investment Enterprise Partnership	Japan
Ant LB No.1 Investment Enterprise Partnership	Japan
Ant LB No.1-B Investment Enterprise Partnership	Japan
Ant Lead No.1 Venture Capital Investment Limited Partnership	Japan
Ant Lead No.2 Venture Capital Investment Limited Partnership	Japan
Ant Wellness Acquisitions yuugenkaisha	Japan
Antares Associates Limited	Bahamas
antfactory International Pte.Ltd.	Singapore
Arcadia Receivables Capital Corp.	Delaware
Arcadia Receivables Finance Corp. VII	Delaware
Arizant Inc.	Minnesota
Arrendadora Banamex, S.A. de C.V., Organizacion Auxiliar del Credito, Integrante del Grupo Financiero Banamex	Mexico
Art web house Inc.	Japan
ARX CBNA Loan Funding LLC	Delaware
ARX CFPI Loan Funding LLC	Delaware
Ascot Aircraft Ltd.	Japan
Asesores Corporativos de Costa Rica, S.A.	Costa Rica
Asia Investors II GP Holding LLC	Delaware
Asia Investors II Services Holding LLC	Delaware
Asia Investors LLC	Delaware
Asia Mortgage Finance	Cayman Is.
Asia Retail Holdings Ltd.	Japan
Asset D Vehicle, Inc.	Delaware
Associated Madison Companies, Inc.	Delaware
Associates Asset Backed Securities Corp.	Delaware
Associates Auto Club Services International, Inc.	Delaware
Associates Capital Investments, L.L.C.	Delaware
Associates Capital Limited	England & Wales

2

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Associates Corporation of North America <A Texas Corporation>	Texas
Associates Credit Services, Inc.	Delaware
Associates Finance (Taiwan) Inc.	Taiwan
Associates Financial Services (Mauritius) LLC	Mauritius
Associates First Capital Corporation	Delaware
Associates First Capital Mortgage Corporation	Delaware
Associates Housing Finance, LLC	Delaware
Associates India Holding Company Private Limited	India
Associates Information Services, Inc.	Delaware
Associates International Holdings Corporation	New York
Associates International Services, LLC	Delaware
Associates Real Estate Financial Services Company, Inc.	Delaware
Associates Venture Capital, LLC	Delaware
AST StockPlan, Inc.	Delaware
Astaire Associates Limited	Bahamas
ATD Finance Corporation	Delaware
Atlantic General Investment Limited	Bermuda
Atlantis-Haussmann SAS	France
Atlantis-Haussmann SCI 1	France
Atlantis-Haussmann SCI 2	France
Atlantis-Haussmann SCI 3	France
Atlantis-Haussmann SCI 4	France
Atlantis-Haussmann SCI 5	France
Atlantis-Haussmann SCI 6	France
Atlantis-Haussmann SCI 7	France
Atlantis-Haussmann SCI 8	France
Atlantis-Haussmann SCI 9	France
ATV Loan Funding LLC	Delaware
ATV2 Loan Funding LLC	Delaware
Auriga Amusement Properties KK	Japan
Aus Holdings (2007) Limited	England
AUSINV 2007 Limited	England
Auto Business Renovation No.1 Investment Enterprise Partnership	Japan
Auto Business Renovation No.2 Investment Limited Partnership	Japan
Automated Trading Desk Brokerage Services, LLC	Delaware
Automated Trading Desk Financial Services, LLC	South Carolina
Automated Trading Desk Holdings, Inc.	Delaware
Automated Trading Desk, LLC	Delaware
Aval - Card, Sociedad Anonima	Nicaragua
Aval Card (Costa Rica) S.A.	Costa Rica
Aval Card, S.A. de C.V.	El Salvador
Avco Trust	England & Wales
Avi Escindida, S. de R.L. de C.V.	Mexico

3

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

AVL Loan Funding LLC	Delaware
AVL2 Loan Funding LLC	Delaware
Azabu Credit Management Company Ltd.	Cayman Is.
B.I.H. Brasseries Internationales Holding (Eastern) Limited	Gibraltar
Balboa Reinsurance, Ltd.	Turks and Caicos Islands
Ball (Nominee) & Co., L.L.C.	Delaware
Ballane SAS	France
Banamex Accival Asset Management, Ltd.	Ireland
Banamex USA Bancorp	California
Banco Citibank S.A.	Brazil
Banco Citicard S.A.	Brazil
Banco Cuscatlan de Costa Rica, S.A.	Costa Rica
Banco Cuscatlan de El Salvador, S.A.	El Salvador
Banco Cuscatlan de Guatemala, S.A.	Guatemala
Banco Cuscatlan de Honduras S.A.	Honduras
Banco Cuscatlan de Panama, S.A.	Panama
Banco de Honduras S.A.	Honduras
Banco J.P. Morgan, S.A., Institucion de Banca Multiple, JP Morgan Grupo Financiero, Division Fiduciaria Bajo El Fideicomiso No. F/00202	Mexico
Banco J.P. Morgan, S.A., Institucion de Banca Multiple, JP Morgan Grupo Financiero, en su Caracter de Institucion Fiduciaria bajo el Fideicomiso No. F/0003	Mexico
Banco Nacional de Mexico, S.A.	Mexico
Banco Uno, S.A. <Costa Rica>	Costa Rica
Banco Uno, S.A. <Honduras>	Honduras
Banco Uno, S.A. <Nicaragua>	Nicaragua
Banco Uno, S.A. <El Salvador>	El Salvador
Banco Uno, S.A. <Panama>	Panama
Banco Uno, Sociedad Anonima <Guatemala>	Guatemala
Bancuscatlan Transfers Inc.	California
Bangkok e’Service Ltd.	Thailand
Bank Handlowy w Warszawie S.A.	Poland
Bank Rozwoju Cukrownictwa S.A.	Poland
Bankers Leasing Corporation	Massachusetts
Barnes & Co., L.L.C.	Delaware
Barrow Aircraft Ltd.	Japan
Bascom NW SLC Portfolio LLC	Delaware
BAZV Casa Alegre Tucson LLC	Delaware
BAZV Fountain Village Tucson LLC	Delaware
BAZV La Hacienda Tucson LLC	Delaware
BAZV Meridian Tucson LLC	Delaware
BAZV Montierra Rucson LLC	Delaware
BAZV Ria Nova Tucson LLC	Delaware
BAZV Tucson Portfolio II Investors LLC	Delaware

4

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

BAZV Tucson Portfolio II LLC	Delaware
BB Call, Inc.	Japan
BCI1 Loan Funding LLC	Delaware
Beecher CBNA Loan Funding LLC	Delaware
Beecher CFPI Loan Funding LLC	Delaware
Beijing Chen De Bao Auto Sales Company Limited	China
Beijing Dong Bao Jin Long Economy and Trade Development Company Limited	China
Beijing Yanbao Auto Service Co. Ltd.	China
BELL24 3dots, Inc.	Japan
BELL24Cell Product, Inc.	Japan
Bellsystem24 Inc.	Japan
Benco & Co., L.L.C.	Delaware
Bershaw & Company	Canada
Beymen Magazacilik A.S.	Turkey
BFD Distributor, Inc.	Delaware
BG Broadband Networks India Private Limited	India
Biofarm Ilac Sanayi ve Ticaret A.S.	Turkey
Biofarma Ilac Sanayi ve Ticaret A.S.	Turkey
Birchwood EHP, L.P.	Tennessee
BIS, Inc.	Delaware
Bismarck CBNA Loan Funding LLC	Delaware
Bismarck CFPI Loan Funding LLC	Delaware
BISYS Financial Services Ltd.	Bermuda
BISYS Financing Company	Delaware
BISYS Fund Services (Guernsey) Limited	Channel Is.
Bisys Fund Services LTD	England
BISYS Global Holdings, Inc.	Delaware
BISYS Hedge Fund Director Services Limited	Cayman Is.
BISYS Hedge Fund Holdings Limited	Bermuda
BISYS Management Company	Delaware
BISYS Offshore Holdings, Ltd.	Bermuda
Blackwater Aircraft Ltd.	Japan
BLC Corporation	Utah
Blue One Asset Securitization Specialty Limited	Korea, Republic of
Blue Three Asset Securitization Specialty Limited	Korea, Republic of
Blue Two Asset Securitization Specialty Limited	Korea, Republic of
Bluffview Towers GP LLC	Delaware
Bluffview Towers LP	Texas
Boldwater CBNA Loan Funding LLC	Delaware
Boldwater CFPI Loan Funding LLC	Delaware
Bond Collateral Agency GmbH	Germany

5

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

BOOC Financial Corp. B.V.I.	British Virgin Is.
BOOC Leasing International Co., Ltd.	Taiwan
Borden & Co., L.L.C.	Delaware
Bow Lane Nominees Pty Ltd	Australia
Bowery CBNA Loan Funding LLC	Delaware
Bowery CFPI Loan Funding LLC	Delaware
Bowyang Nominees Pty Limited	Australia
Bracewood Developments Limited	British Virgin Is.
Brazil Bond Trust	New York
Brazil Holdings Inc. Limited	Bahamas
Brennan Limited	Cayman Is.
Bridge Albuquerque Portfolio, LLC	Delaware
Bridge Albuquerque Villa Del Oso, LLC	Delaware
Bridge Albuquerque Vista Montana, LLC	Delaware
Brisbane Aircraft Ltd.	Japan
Bronte Aircraft Ltd.	Japan
Brooklyn Excellence Investment Fund, LLC	Delaware
Buchanan Limited	Cayman Is.
Buconero LLC	Delaware
Burgos del Bosque, S.A. de C.V.	Mexico
Bushnell CBNA Loan Funding LLC	Delaware
Bushnell CFPI Loan Funding LLC	Delaware
C.I.P.M. Nominees Limited	Jersey, Channel Is.
CA CPI JV LLC	Delaware
CA No.1 Investment Enterprise Limited Partnership	Japan
CAI RE Mezzanine Advisor III, LLC	Delaware
CAIROLI FINANCE S.R.L.	Italy
Cal Fed Holdings, Inc.	California
Cal Fed Insurance Agency, Inc.	California
Calex Nominees Pty Limited	Australia
Campus West S.a r.l.	Luxembourg
Camwil Lease, Inc.	Delaware
Canary Fundo De Aplicacao Em Quotas De Fundo De Investimento	Brazil
Canberra Aircraft Ltd.	Japan
Capital Fundo De Investimento Financeiro	Brazil
Capital International Consultants Inc.	Panama
Capital Residential Fund Nominee No.1 Limited	England
Capital Residential Fund Nominee No.2 Limited	England
Carmela S.a.r.l.	Luxembourg

6

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Catalyzer B3 Private Equity Investment Limited Partnership	Japan
CayCo Noteholder Limited	Cayman Is.
CBC International Real Estate LP LLC	Delaware
CBC/TST Investments LLC	Delaware
CBL Capital Corporation	Delaware
CC Home Lenders Financial, Inc.	Georgia
CC Retail Services, Inc.	Delaware
C-Cayco Co-Investment Limited	Cayman Is.
C-Cayco Investment Holding, L.P.	Cayman Is.
CCD Immobilien Beteiligungs GmbH	Germany
CCD Mortgage Securities, Inc.	Delaware
CCF CBNA Loan Funding LLC	Delaware
CCF CFPI Loan Funding LLC	Delaware
CCIL (Nominees) Limited	Jersey, Channel Is.
CCIL Pension Scheme Trustees Limited	Jersey, Channel Is.
CCP Asia JP Investment LLC	Delaware
CCP NA Equity I LLC	Delaware
CCP NA Equity II LLC	Delaware
CCP NA Equity III LLC	Delaware
CCSCI, Inc.	Puerto Rico
CDC Holdings Inc.	Delaware
CDL Loan Funding LLC	Delaware
Cedar Creek Finance ULC	Canada
CEFOF GP I Corp.	Delaware
CELFOF GP Corp.	Delaware
Centaur Investment Corporation	Delaware
Centro Unico de Credito, Sociedad Anonima	Guatemala
Century Land Limited	Hong Kong
CFG 1, LLC	Delaware
CFG 2, LLC	Delaware
CFG 3, LLC	Delaware
CFIA Management Company S.a.r.l.	Luxembourg
CFJ K.K.	Japan
CG Casey I, LLC	Delaware
CGB Holdings, S. de R.L. de C.V.	Mexico
CGI Capital, Inc.	Delaware
CGI Private Equity LP LLC	Delaware
CGSNW-Willows, LLC	Delaware
Cheapside Holdings (Jersey) Limited	Jersey, Channel Is.
CHECKER MOTORS LTD.	Japan
Chelsea Participacoes Societarias e Investimentos Ltda.	Brazil
Chesapeake Appraisal and Settlement Services Inc.	Maryland
Chesapeake Title Reinsurance Company, Inc.	Vermont

7

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

China Gas Industry Investment Holdings Co. Ltd.	Cayman Is.
China Real Estate I Limited	Hong Kong
China Real Estate II Limited	Hong Kong
China Real Estate III Limited	Hong Kong
China Real Estate V Limited	Hong Kong
China Real Estate VI Limited	Hong Kong
CHUD Corp.	Delaware
CIB Properties Limited	England
CIGPF CREAR PAIS LTDA	Colombia
CIGPF I Corp.	New York
CIGPF II Corp.	New York
CIGPF III Corp.	New York
CIP IRPUT Fund Nominee No 1 Limited	England
CIP IRPUT Fund Nominee No 2 Limited	England
CitCor Franconia Berlin 1 S.a r.l.	Luxembourg
CitCor Franconia Berlin II S.a r.l.	Luxembourg
CitCor Franconia Berlin III S.a r.l.	Luxembourg
Citcor Franconia Berlin IV S.a r.l.	Luxembourg
Citcor Franconia Berlin V S.a r.l.	Luxembourg
Citcor Franconia Berlin VI S.a r.l.	Luxembourg
Citcor Franconia Boizenburg I S.a r.l.	Luxembourg
Citcor Franconia Boizenburg II S.a r.l.	Luxembourg
Citcor Franconia Boizenburg III S.a r.l.	Luxembourg
Citcor Franconia Commercial S.a r.l.	Luxembourg
Citcor Franconia Dresden I S.a r.l.	Luxembourg
Citcor Franconia Dresden II S.a r.l.	Luxembourg
Citcor Franconia Dresden III S.a r.l.	Luxembourg
CitCor Franconia Erfurt S.a r.l.	Luxembourg
Citcor Franconia Kassel S.a r.l.	Luxembourg
Citcor Franconia Leipzig S.a r.l.	Luxembourg
CitCor Franconia Nord S.a r.l.	Luxembourg
CitCor Franconia Ost S.a r.l.	Luxembourg
CitCor Franconia Privatisierung S.a r.l.	Luxembourg
CitCor Franconia Retail S.a r.l.	Luxembourg
CitCor Franconia Share S.a r.l.	Luxembourg
CitCor Franconia Sud S.a r.l.	Luxembourg
Citcor Residential Holdings S.a r.l.	Luxembourg
Citi (Nominees) Limited	Hong Kong
Citi Accival S.A. Corredores De Bolsa	Chile
Citi Assurance Services, Inc.	Maryland
CITI BB-1 INVESTMENT FUND LLC	Delaware
Citi Cards Canada Holding Corporation	Delaware
Citi Cards Canada Inc.	Canada

8

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citi Cards Japan Kabushiki Kaisha	Japan
Citi Cards South Dakota Acceptance Corp.	Delaware
Citi Center Building Corporation	Philippines
Citi Distribution Services, Inc.	Delaware
Citi Fund Services (Asia), Limited	Hong Kong
Citi Fund Services (Cayman), Ltd.	Cayman Is.
Citi Fund Services (Ireland), Limited	Ireland
Citi Fund Services Ohio, Inc.	Ohio
Citi Fund Services, Inc.	Delaware
Citi Hedge Fund Services (B.V.I.), Limited	British Virgin Is.
Citi Hedge Fund Services (Cayman), Ltd.	Cayman Is.
Citi Hedge Fund Services (Ireland), Limited	Ireland
Citi Hedge Fund Services North America, Inc.	Delaware
Citi Hedge Fund Services, Inc.	Delaware
Citi Hedge Fund Services, Ltd.	Bermuda
Citi Inversiones, S.A. de C.V.	El Salvador
Citi Investor Services, Inc.	Delaware
Citi Islamic Investment Bank E.C.	Bahrain
Citi Islamic Portfolios S.A.	Luxembourg
Citi Kartendienstleistungs GmbH	Germany
Citi Omni-S Finance LLC	Delaware
Citi Operaciones A.I.E.	Spain
Citi Overseas Investments Bahamas Inc.	Bahamas
Citi Pensions & Trustees Ltd	England
Citi Private Equity Services, Inc.	Delaware
Citi Recovery, A.I.E.	Spain
Citi Renewable Investments 1 LLC	Delaware
Citi Residential Lending Inc.	Delaware
Citi Residual Investments, LLC	Delaware
Citi Smith Barney Pty Limited	Australia
Citi Square Building Corporation	Philippines
Citi Technology Services Limited	India
Citi Valores de El Salvador S.A. de C.V.	El Salvador
Citibank (Banamex USA)	California
Citibank (Channel Islands) Limited	Jersey, Channel Is.
Citibank (China) Co., Ltd.	China
Citibank (Costa Rica) Sociedad Anonima	Costa Rica
Citibank (Hong Kong) Limited	Hong Kong
Citibank (Slovakia) a.s.	Slovakia
Citibank (South Dakota), National Association	United States
Citibank (Switzerland)	Switzerland
Citibank (Trinidad & Tobago) Limited	Trinidad and Tobago
Citibank a.s.	Czech Republic

9

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citibank Agencia de Valores S.A.	Chile
Citibank Anonim Sirketi	Turkey
Citibank Aruba N.V.	Aruba
Citibank Australia Staff Superannuation Pty Limited	Australia
Citibank Belgium S.A./N.V.	Belgium
Citibank Berhad	Malaysia
Citibank Brazilian Annex VI Trust	New York
Citibank Cameroon	Cameroon
Citibank Canada	Canada
Citibank Canada Investment Funds Limited	Canada
Citibank Capital Corporation	Cayman Is.
Citibank Cartoes Investimentos Ltda.	Brazil
Citibank Chile	Chile
Citibank Consumers Nominee Pte. Ltd.	Singapore
Citibank Corredores de Seguros Limitada	Chile
Citibank Cote d’Ivoire S.A.	Ivory Coast
Citibank del Peru S.A.	Peru
Citibank Domestic Investment Corp.	Delaware
Citibank Employee Benefit Plan Trustees Ireland Limited	Ireland
Citibank Espana S.A.	Spain
Citibank Europe plc	Ireland
Citibank Finance Limited	Singapore
Citibank Holdings Ireland Limited	Ireland
Citibank Insurance Brokerage S.A.	Greece
Citibank International plc	England
Citibank Investments Limited	England
Citibank Japan Ltd.	Japan
Citibank Korea Inc.	Korea, Republic of
Citibank Leasing S.A.-Arrendamento Mercantil	Brazil
Citibank London Nominees Limited	England
Citibank Maghreb	Morocco
Citibank Malaysia (L) Limited	Malaysia
Citibank Mediador, Operador de Banca-Seguros Vinculado, Sociedad Anonima	Spain
CITIBANK MERCADO DE CAPITALES, C.A. CITIMERCA, CASA DE BOLSA	Venezuela
Citibank Mortgage Reinsurance, Inc.	Vermont
Citibank NMTC Corporation	Delaware
Citibank Nominees (Ireland) Limited	Ireland
Citibank Nominees (New Zealand) Limited	New Zealand
Citibank Nominees Ltd.	Canada
Citibank Nominees Singapore Pte. Ltd.	Singapore
Citibank Overseas Investment Corporation	United States
Citibank Pensions Trustees Ireland Ltd.	Ireland
Citibank Privatkunden AG & Co. KGaA	Germany

10

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citibank Romania S.A.	Romania
Citibank Savings, Inc.	Philippines
Citibank Securities (Japan) Limited	Japan
Citibank Securities (Taiwan) Limited	Taiwan
Citibank Senegal S.A.	Senegal
Citibank Singapore Limited	Singapore
Citibank Strategic Technology Inc.	Delaware
Citibank Taiwan Ltd.	Taiwan
Citibank Tanzania Limited	Tanzania
Citibank Uganda Limited	Uganda
Citibank Zambia Limited	Zambia
Citibank Zrt.	Hungary
Citibank, N.A.	United States
Citibank-Colombia S.A.	Colombia
Citibank-Corretora de Seguros S.A.	Brazil
Citibank-Distribuidora de Titulos e Valores Mobiliarios S.A.	Brazil
Citibrazil Bond Fund - Fundo De Investimento Financeiro	Brazil
CitiCapital Commercial Corporation	Canada
CitiCapital Commercial Corporation	Delaware
CitiCapital Commercial Leasing Corporation	Indiana
CitiCapital Commercial Leasing ULC	Canada
CitiCapital Fleet Limited	England & Wales
CitiCapital Leasing (June) Limited	England & Wales
CitiCapital Leasing (March) Limited	England
CitiCapital Limited	Canada
CitiCapital Small Business Finance, Inc.	Delaware
CitiCapital Technology Finance ULC	Canada
CitiCapital Technology Finance, Inc.	Pennsylvania
Citicard S.A.	Argentina
Citicards Credit Services, Inc.	Puerto Rico
Citiclient (CPF) Nominees Limited	Wales
Citiclient (CPF) Nominees No 2 Limited	Wales
Citiclient Nominees No 1 Limited	Wales
Citiclient Nominees No 2 Limited	Wales
Citiclient Nominees No 3 Limited	Wales
Citiclient Nominees No 4 Limited	Wales
Citiclient Nominees No 5 Limited	Wales
Citiclient Nominees No 6 Limited	Wales
Citiclient Nominees No 7 Limited	Wales
Citiclient Nominees No 8 Limited	Wales
Citiclient Nominees No 9 Limited	England & Wales
Citicom de Mexico, S.A. de C.V.	Mexico
Citicorp (Jersey) Limited	Jersey, Channel Is.

11

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citicorp (Mexico) Holdings LLC	Delaware
Citicorp Administradora de Inversiones S.A.	Argentina
Citicorp Administrative Services, Inc.	Texas
Citicorp Aircraft Management, Inc.	Delaware
Citicorp Akademie GmbH	Germany
Citicorp Bankers Leasing Corporation	Delaware
Citicorp Bankers Leasing Finance Corporation	Delaware
Citicorp Banking Corporation	Delaware
Citicorp Capital Asia (Taiwan) Ltd.	Taiwan
Citicorp Capital Investors Europe Limited	Delaware
Citicorp Capital Investors Ltd.	Canada
Citicorp Capital Investors, Limited	Delaware
Citicorp Capital Management LLC	Delaware
Citicorp Capital Markets Limited	India
Citicorp Capital Markets Sociedad Anonima	Argentina
Citicorp Capital Markets Uruguay S.A.	Uruguay
Citicorp Capital Philippines, Inc.	Philippines
Citicorp Churchill Lease, Inc.	Delaware
Citicorp Clearing Services India Limited	India
Citicorp Community Development, Inc.	New York
Citicorp Credit Services, Inc.	Delaware
Citicorp Credit Services, Inc. (Delaware)	Delaware
Citicorp Credit Services, Inc. (USA)	Delaware
Citicorp Customer Services S.L.	Spain
Citicorp Data Systems Incorporated	Delaware
Citicorp Delaware Equity, Inc.	Delaware
Citicorp Delaware Services, Inc.	Delaware
Citicorp Del-Lease, Inc.	Delaware
Citicorp Deutschland GmbH	Germany
Citicorp Development Center, Inc.	Delaware
Citicorp Dienstleistungs GmbH	Germany
Citicorp Diners Club Inc.	Delaware
Citicorp Epic Finance, Inc.	Delaware
Citicorp Finance (India) Limited	India
Citicorp Finance International Ltd.	Bermuda
Citicorp Finance Taiwan Inc.	Taiwan
Citicorp Financial Services and Insurance Brokerage Philippines, Inc.	Philippines
Citicorp Financial Services Corporation	Puerto Rico
Citicorp Financial Services Limited	Hong Kong
Citicorp Finanziaria S.p.A.	Italy
Citicorp FSC I Ltd.	Bermuda
Citicorp FSC II Ltd.	Bermuda
Citicorp Funding, Inc.	Delaware

12

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citicorp General Insurance Agency Corporation	Taiwan
Citicorp Global Holdings, Inc.	Delaware
Citicorp Global Lease, Inc.	Delaware
Citicorp Holdings Inc.	Delaware
Citicorp Home Equity, Inc.	North Carolina
Citicorp Home Mortgage Services, Inc.	North Carolina
Citicorp Insurance Agency Co., Ltd.	Taiwan
Citicorp Insurance Services S.A./N.V.	Belgium
Citicorp Insurance Services, Inc.	Delaware
Citicorp Insurance USA, Inc.	Vermont
Citicorp International Finance Corporation	Delaware
Citicorp International Limited	Hong Kong
Citicorp International Securities Finance Ltd	England
Citicorp International Trading Company Argentina S.A.	Argentina
Citicorp International Trading Company, Inc.	Delaware
Citicorp Inversora S.A. Gerente de Fondos Comunes de Inversion	Argentina
Citicorp Investment Bank (Singapore) Limited	Singapore
Citicorp Investment Partners, Inc.	Delaware
Citicorp Investments Limited	Australia
Citicorp Leasing (Deutschland) GmbH	Germany
Citicorp Leasing (Thailand) Limited	Thailand
Citicorp Leasing International LLC	Delaware
Citicorp Leasing, Inc.	Delaware
Citicorp Lescaman, Inc.	Delaware
Citicorp Management AG	Germany
Citicorp Maruti Finance Ltd.	India
Citicorp Mercantil-Participacoes e Investimentos S.A.	Brazil
Citicorp Merchant Bank Limited	Trinidad and Tobago
Citicorp Mezzanine Partners III, L.P.	Delaware
Citicorp Mezzanine Partners, L.P.	New York
Citicorp Mortgage Securities, Inc.	Delaware
Citicorp MT Aquarius Ship, Inc.	Delaware
Citicorp MT Aries Ship, Inc.	Delaware
Citicorp Municipal Mortgage Inc.	Delaware
Citicorp Municipal Mortgage Trust	Delaware
Citicorp National Services, Inc.	Delaware
Citicorp Nevada Leasing, Inc.	California
Citicorp Nominees Pty. Limited	Australia
Citicorp North America, Inc.	Delaware
Citicorp Operations Consulting GmbH	Germany
Citicorp Payment Services, Inc.	Delaware
Citicorp Pension Management Ltd.	Bahamas
Citicorp Peru S.A. Sociedad Agente de Bolsa	Peru

13

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citicorp Peru Sociedad Titulizadora S.A.	Peru
Citicorp Petrolease, Inc.	Delaware
Citicorp Railmark, Inc.	Delaware
Citicorp Real Estate, Inc.	Delaware
Citicorp Residential Mortgage Securities, Inc.	Delaware
Citicorp Securities (Thailand) Ltd.	Thailand
Citicorp Securities Asia Pacific Limited	Hong Kong
Citicorp Securities International (RP), Inc.	Philippines
Citicorp Securities Investment Consulting Inc.	Taiwan
Citicorp Securities Services, Inc.	Delaware
Citicorp Securities West Africa	Ivory Coast
Citicorp Services Inc.	Delaware
Citicorp Services Limited	New Zealand
Citicorp Servium S.A.	Peru
Citicorp Sierra Lease, Inc.	Delaware
Citicorp Software and Technology Services (Shanghai) Limited	China
Citicorp Strategic Technology Corporation	Delaware
Citicorp Subsahara Investments, Inc.	Delaware
Citicorp Technology Holdings Inc.	Delaware
Citicorp Translease, Inc.	Delaware
Citicorp Trust Bank, fsb	United States
Citicorp Trust South Dakota	South Dakota
Citicorp Trust, National Association	United States
Citicorp Trustee (Singapore) Limited	Singapore
Citicorp Trustee Company Limited	England
Citicorp Tulip Lease, Inc.	Delaware
Citicorp USA, Inc.	Delaware
Citicorp Valores S.A. Sociedad de Bolsa	Argentina
Citicorp Vendor Finance, Inc.	Delaware
Citicorp Vendor Finance, Ltd.	Canada
Citicorp Venture Capital (Cayman) Ltd.	Cayman Is.
Citicorp Venture Capital Investors Limited	Cayman Is.
Citicorp Venture Capital Ltd.	Delaware
Citicorp Vermogensverwaltungs GmbH	Germany
Citicorp Vermogensverwaltungs GmbH & Co. Finanz KG	Germany
Citicorporate Limited	England
Citicredito S.A.	Honduras
Citidatos S.A.	Ecuador
CitiDel, Inc.	Delaware
CitiEquity Pan Europe Smaller Companies	Luxembourg
Citi-Europe Co-Invest, L.P.	Delaware
Citifin S.A. E.F.C.	Spain
Citifinance Limited	Jamaica

14

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citifinance S.A.	Haiti
CitiFinancial (Guernsey) Limited	Guernsey
CitiFinancial (Isle of Man) Limited	Isle Of Man
CitiFinancial (Jersey) Limited	Jersey, Channel Is.
CitiFinancial Administrative Services of Canada, Inc.	Canada
CitiFinancial Auto Corporation	South Carolina
CitiFinancial Auto Credit, Inc.	Texas
CitiFinancial Auto, Ltd.	Minnesota
CitiFinancial Canada East Corporation	Canada
CitiFinancial Canada, Inc.	Canada
CitiFinancial Company	Delaware
Citifinancial Consumer Finance India Limited	India
CitiFinancial Consumer Services, Inc.	Delaware
CITIFINANCIAL CORPORATION	Philippines
CitiFinancial Corporation <CO>	Colorado
CitiFinancial Corporation Limited	England & Wales
CitiFinancial Corporation, LLC	Delaware
CitiFinancial Credit Company	Delaware
CitiFinancial Delaware LLC	Delaware
CitiFinancial Europe plc	England & Wales
CitiFinancial Holdings Limited	England & Wales
CitiFinancial Insurance Agency of Florida, Inc.	Florida
Citifinancial Insurance Agency of Nevada, Inc.	Nevada
CitiFinancial Insurance Agency of Washington, Inc.	Washington
CitiFinancial Insurance Agency, Inc.	Wyoming
CitiFinancial Insurance Services India Limited	India
CitiFinancial Limited	England & Wales
CitiFinancial Management Corporation	Maryland
CitiFinancial Mortgage Company (FL), LLC	Delaware
CitiFinancial Mortgage Company, LLC	Delaware
CitiFinancial Mortgage Securities Inc.	Delaware
CitiFinancial Print Limited	England & Wales
CitiFinancial Promotora De Negocios & Cobranca Ltda.	Brazil
CitiFinancial Retail Services India Limited	India
CitiFinancial Services of Mississippi, LLC	Delaware
CitiFinancial Services of Puerto Rico, Inc.	Puerto Rico
CitiFinancial Services, Inc.<CA>	California
CitiFinancial Services, Inc.<DE>	Delaware
CitiFinancial Services, Inc.<GA>	Georgia
CitiFinancial Services, Inc.<KY>	Kentucky
CitiFinancial Services, Inc.<MA>	Massachusetts
CitiFinancial Services, Inc.<MN>	Minnesota
CitiFinancial Services, Inc.<MO>	Missouri

15

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

CItiFinancial Services, Inc.<OH>	Ohio
CitiFinancial Services, Inc.<OK>	Oklahoma
CitiFinancial Services, Inc.<PA>	Pennsylvania
CitiFinancial Services, Inc.<UT>	Utah
CitiFinancial Services, Inc.<VA>	Virginia
CitiFinancial, Inc. <HI>	Hawaii
CitiFinancial, Inc. <IA>	Iowa
CitiFinancial, Inc. <KY>	Kentucky
CitiFinancial, Inc. <MD>	Maryland
CitiFinancial, Inc. <NY>	New York
CitiFinancial, Inc. <OH>	Ohio
CitiFinancial, Inc. <SC>	South Carolina
CitiFinancial, Inc. <TN>	Tennessee
CitiFinancial, Inc. <WV>	West Virginia
CitiFinancial, Inc. NC	North Carolina
CitiFinancial, Inc.<TX>	Texas
Citifinanzberatung GmbH	Germany
Citiflight, Inc.	Delaware
Citifriends Nominee Limited	England
Citigroup (Congo) S.A.R.L.	Congo
Citigroup (Jersey) Limited	Jersey, Channel Is.
Citigroup (UK) Pension Trustee Limited	England
Citigroup Acquisition LLC	Delaware
Citigroup Alternative Investments (Ireland) Limited	Ireland
Citigroup Alternative Investments European Fund Advisor, LLC	Delaware
Citigroup Alternative Investments General Real Estate Mezzanine Investments II, LLC	Delaware
Citigroup Alternative Investments GP, LLC	Delaware
Citigroup Alternative Investments Limited Real Estate Mezzanine Investments III LLC	Delaware
Citigroup Alternative Investments LLC	Delaware
Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC	Delaware
Citigroup Alternative Investments Opportunity Fund IV Associates, LLC	Delaware
Citigroup Alternative Investments Opportunity Fund V Associates (Domestic), LLC	Delaware
Citigroup Alternative Investments Opportunity Fund V Associates (International), LLC	Delaware
Citigroup Alternative Investments Private Equity GP LLC	Delaware
Citigroup Alternative Investments Real Estate GP LLC	Delaware
Citigroup Alternative Investments Structuring Facility Ltd.	Cayman Is.
Citigroup Asia Pacific Holding Corporation	Delaware
Citigroup Asset Management Investments LLC	Delaware
Citigroup BUSA Holdings Inc.	Delaware
Citigroup Business Process Solutions Pte. Ltd.	Singapore
Citigroup Capital Finance Ireland Limited	England
Citigroup Capital III	Delaware
Citigroup Capital IX	Delaware

16

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citigroup Capital Korea Inc.	Korea, Republic of
Citigroup Capital Sdn. Bhd.	Malaysia
Citigroup Capital VII	Delaware
Citigroup Capital VIII	Delaware
Citigroup Capital X	Delaware
Citigroup Capital XI	Delaware
Citigroup Capital XIV	Delaware
Citigroup Capital XV	Delaware
Citigroup Capital XVI	Delaware
Citigroup Capital XVII	Delaware
Citigroup CCDE Investment Fund LLC	Delaware
Citigroup Centre 1 Limited	England
Citigroup Chile II S.A.	Chile
Citigroup Chile S.A.	Chile
Citigroup Commercial Mortgage Participation LLC	Delaware
Citigroup Commercial Mortgage Securities Inc.	Delaware
Citigroup Counterparty Risk LLC	Delaware
Citigroup Data Processing (Shanghai) Co., Ltd.	China
Citigroup Delaware Finance General Partner LLC	Delaware
Citigroup Delaware Finance Limited Partnership	Delaware
Citigroup Delaware First Finance LLC	Delaware
Citigroup Delaware Second Finance LLC	Delaware
Citigroup Derivatives Markets Inc.	Delaware
Citigroup Diversified Futures Fund L.P.	New York
Citigroup Emerging CTA Portfolio L.P.	New York
Citigroup Employee Fund of Funds (Cayman) I, LP	Cayman Is.
Citigroup Employee Fund of Funds (DE-UK) I, LP	Delaware
Citigroup Employee Fund of Funds (Master Fund) I, LP	Delaware
Citigroup Employee Fund of Funds (UK) I, LP	England
Citigroup Employee Fund of Funds (US-UK) I, LP	Delaware
Citigroup Employee Fund of Funds I, LP	Delaware
Citigroup Energy Canada Holdings ULC	Canada
Citigroup Energy Canada ULC	Canada
Citigroup Energy Holdings Inc.	Delaware
Citigroup Energy Inc.	Delaware
Citigroup Fairfield Futures Fund L.P. II	New York
Citigroup Finance Canada Inc.	Canada
Citigroup Finance Limited Partnership	Delaware
Citigroup Finance LLC	Delaware
Citigroup Financial Products Inc.	Delaware
Citigroup Financial Strategies Inc.	Delaware
Citigroup FOF LLC	Delaware
Citigroup Forex Inc.	Delaware

17

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citigroup Fund Services (Bermuda) Ltd.	Bermuda
Citigroup Fund Services (BVI) Ltd.	British Virgin Is.
Citigroup Fund Services (Cayman) Ltd.	Cayman Is.
Citigroup Fund Services Canada Holding Co.	Canada
Citigroup Fund Services Canada, Inc.	Canada
Citigroup Fund Services, LLC	Delaware
Citigroup Funding Inc.	Delaware
Citigroup Funding Limited Partnership	Delaware
Citigroup General Partner LLC	Delaware
Citigroup GHS Holdings, Inc.	Delaware
Citigroup Global Investments Japan K.K.	Japan
Citigroup Global Investments Offshore Investment Holdings Ltd.	Cayman Is.
Citigroup Global Investments Real Estate LP LLC	Delaware
Citigroup Global Markets (International) Finance AG	Switzerland
Citigroup Global Markets (Loan Notes) Inc.	Delaware
Citigroup Global Markets (Proprietary) Limited	South Africa
Citigroup Global Markets Asia Capital Corporation Limited	Ireland
Citigroup Global Markets Asia Limited	Hong Kong
Citigroup Global Markets Asia Pacific Limited	Delaware
Citigroup Global Markets Australia Financial Products Limited	Australia
Citigroup Global Markets Australia Holdings Pty Limited	Australia
Citigroup Global Markets Australia Nominees No. 2 Pty Limited	Australia
Citigroup Global Markets Australia Pty Limited	Australia
Citigroup Global Markets Brasil Holdings Inc.	Delaware
Citigroup Global Markets Brasil, Corretora De Cambio Titulos E Valores Mobiliarios S.A.	Brazil
Citigroup Global Markets Canada Inc.	Canada
Citigroup Global Markets China Limited	Hong Kong
Citigroup Global Markets Commercial Corp.	Delaware
Citigroup Global Markets Deutschland AG & Co. KGaA	Germany
Citigroup Global Markets Eastern Europe Limited	England
Citigroup Global Markets Europe Finance Limited	England
Citigroup Global Markets Europe Limited	England
Citigroup Global Markets Finance Corporation & Co. beschrankt haftende KG	Germany
Citigroup Global Markets Finance Limited	New Zealand
Citigroup Global Markets Finance LLC	Delaware
Citigroup Global Markets Financial Products LLC	Delaware
Citigroup Global Markets Holdings GmbH	Switzerland
Citigroup Global Markets Holdings Inc.	New York
Citigroup Global Markets Hong Kong Futures And Securities Limited	Hong Kong
Citigroup Global Markets Hong Kong Holdings Limited	Hong Kong
Citigroup Global Markets Hong Kong Nominee Limited	Hong Kong
Citigroup Global Markets Inc.	New York
Citigroup Global Markets India Private Limited	India

18

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citigroup Global Markets International LLC	Delaware
Citigroup Global Markets Korea Securities Limited	Korea, Republic of
Citigroup Global Markets Limited	England
Citigroup Global Markets Malaysia Sdn. Bhd.	Malaysia
Citigroup Global Markets Management AG	Germany
Citigroup Global Markets Mauritius Private Limited	Mauritius
Citigroup Global Markets New Zealand Limited	New Zealand
Citigroup Global Markets Nominees (Proprietary) Limited	South Africa
Citigroup Global Markets Overseas Finance Limited	Cayman Is.
Citigroup Global Markets Puerto Rico Inc.	Puerto Rico
Citigroup Global Markets Realty Corp.	New York
Citigroup Global Markets Representacoes Ltda.	Brazil
Citigroup Global Markets Singapore Holdings Pte. Ltd.	Singapore
Citigroup Global Markets Singapore Pte. Ltd.	Singapore
Citigroup Global Markets Singapore Securities Pte. Ltd.	Singapore
Citigroup Global Markets Taiwan Limited	Taiwan
Citigroup Global Markets Taiwan Securities Company Limited	Taiwan
Citigroup Global Markets Taiwan Securities Holdings Limited	Delaware
Citigroup Global Markets U.K. Equity Limited	England
Citigroup Global Services Holdings LLC	Delaware
Citigroup Global Services Limited	India
Citigroup GSP Employees Fund, L.P.	Delaware
Citigroup Holdco Delaware Finance Inc.	Delaware
Citigroup Holdco Finance Inc.	Delaware
Citigroup Holding (Singapore) Private Limited	Singapore
Citigroup Holdings (Bermuda) Ltd.	Bermuda
Citigroup Holdings Mauritius Ltd	Mauritius
Citigroup Index LLC	Delaware
Citigroup Institutional Trust Company	Delaware
Citigroup Insurance Holding Corporation	Georgia
Citigroup International Finance	Cayman Is.
Citigroup International LLC	Delaware
Citigroup International Luxembourg Limited	England
Citigroup International Netherlands B.V.	Netherlands
Citigroup International Overseas Funding	Cayman Is.
Citigroup Investment Advisory Services Inc.	Delaware
Citigroup Investment Deutschland Kapitalanlagegesellschaft mit beschrankter Haftung	Germany
Citigroup Investment Holdings Inc.	Delaware
Citigroup Investments Inc.	Delaware
Citigroup Irish Investor LLC	Delaware
Citigroup IT Consulting GmbH	Germany
Citigroup Japan Holdings Ltd.	Japan
Citigroup Managed Futures LLC	Delaware

19

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citigroup Management Consulting (Shanghai) Co., Ltd.	China
Citigroup Management Corp.	Delaware
Citigroup Mortgage Loan Trust Inc.	Delaware
Citigroup Netherlands B.V.	Netherlands
Citigroup Niagara Holdings	Cayman Is.
Citigroup Nominee (Malaysia) Sdn. Bhd.	Malaysia
Citigroup Nominees (Asing) Sdn. Bhd.	Malaysia
Citigroup Nominees (Tempatan) Sdn. Bhd.	Malaysia
Citigroup Participation Luxembourg Limited	England
Citigroup Partners UK	England
Citigroup Payco I LLC	Delaware
Citigroup Payco II LLC	Delaware
Citigroup Payco III LLC	Delaware
Citigroup Payco LLC	Delaware
Citigroup Principal Investments Japan Kabushiki Kaisha	Japan
Citigroup Principal Investments Japan Ltd.	Cayman Is.
Citigroup Private Bank GP, Inc.	Delaware
Citigroup Private Equity (Offshore) LLC	Delaware
Citigroup Private Equity LP	Delaware
Citigroup Property Investors Asia Kingsville II Ltd.	Cayman Is.
Citigroup Property Investors Asia Limited	Hong Kong
Citigroup Property Investors China Limited	Hong Kong
Citigroup Property Investors Global Real Estate Public Securities LLC	Delaware
Citigroup Property Investors US Real Estate Public Securities LLC	Delaware
Citigroup Property Limited	England
Citigroup Pty Limited	Australia
Citigroup Real Estate Finance Asia	Cayman Is.
Citigroup Real Estate Partners II (Institutional), L.P.	Delaware
Citigroup Real Estate Partners II, L.P.	Delaware
Citigroup Realty Services GmbH	Germany
Citigroup Risk Brokers Holding Company Inc.	Delaware
Citigroup Risk Brokers Inc.	Delaware
Citigroup Sales and Outsourcing Services Sdn. Bhd.	Malaysia
Citigroup Securities Clearing Australia Limited	Australia
Citigroup Securities S.A.E.	Egypt
Citigroup Securities Services (Bermuda) Ltd.	Bermuda
Citigroup Services Japan Ltd.	Japan
Citigroup Services LLC	Delaware
Citigroup South Africa Credit Products (Proprietary) Limited	South Africa
Citigroup Strategic Holdings Mauritius Ltd	Mauritius
Citigroup Technology Infrastructure (Hong Kong) Limited	Hong Kong
Citigroup Technology, Inc.	Delaware
Citigroup Transaction Services (M) Sdn. Bhd.	Malaysia

20

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citigroup Trust—Delaware, National Association	United States
Citigroup Vehicle Securities Inc.	Delaware
Citigroup Venture Capital Equity Partners, L.P.	Delaware
Citigroup Venture Capital GP Holdings, Ltd.	Delaware
Citigroup Venture Capital International Africa Fund G.P. Limited	Channel Is.
Citigroup Venture Capital International Africa Fund, L.P.	Cayman Is.
Citigroup Venture Capital International Asia Limited	Bahamas
Citigroup Venture Capital International Bio-Fuel, L.P.	Delaware
Citigroup Venture Capital International Brazil LLC	Delaware
Citigroup Venture Capital International Brazil, L.P.	Cayman Is.
Citigroup Venture Capital International Carried Interest Program Limited	Cayman Is.
Citigroup Venture Capital International Carried Interest, L.P.	Cayman Is.
Citigroup Venture Capital International CDX LLC	Delaware
Citigroup Venture Capital International Co-Investment Program Limited	Cayman Is.
Citigroup Venture Capital International Co-Investment, L.P.	Cayman Is.
Citigroup Venture Capital International Delaware Corporation	Delaware
Citigroup Venture Capital International Ebene Limited	Mauritius
Citigroup Venture Capital International Growth Partnership (Cayman Offshore) II, L.P.	Cayman Is.
Citigroup Venture Capital International Growth Partnership (Cayman Onshore) II, L.P.	Cayman Is.
Citigroup Venture Capital International Growth Partnership (Cayman), L.P.	Cayman Is.
Citigroup Venture Capital International Growth Partnership (Delaware), L.P.	Delaware
Citigroup Venture Capital International Growth Partnership (Employee) II, L.P.	Cayman Is.
Citigroup Venture Capital International Growth Partnership (Offshore) II, L.P.	Delaware
Citigroup Venture Capital International Growth Partnership (Offshore), L.P.	Delaware
Citigroup Venture Capital International Growth Partnership II, L.P.	Cayman Is.
Citigroup Venture Capital International Growth Partnership Mauritius Limited	Mauritius
Citigroup Venture Capital International Growth Partnership, L.P.	Cayman Is.
Citigroup Venture Capital International Investment G.P. Limited	Channel Is.
Citigroup Venture Capital International Japan Co., Ltd.	Japan
Citigroup Venture Capital International Jersey Limited	Jersey, Channel Is.
Citigroup Venture Capital International Mauritius Limited	Mauritius
Citigroup Venture Capital International Partnership G.P. Limited	Jersey, Channel Is.
Citigroup Venture Capital International Proprietary Investment Partnership, L.P.	Cayman Is.
Citigroup Venture Capital International Technology Holdings LLC	Delaware
Citigroup Venture Capital LP Holdings, Ltd.	Delaware
Citigroup Venture Capital Manager Holdings, Ltd.	Delaware
Citigroup Washington, Inc.	District of Columbia
Citigroup Wealth Advisors India Private Limited	India
CitiHousing, Inc.	South Dakota
Citi-Info, S.A. de C.V.	Mexico
Citi-Inmobiliaria e Inversiones, S.A. de C.V.	Honduras
Citilease Company Ltd.	Japan
Citilease Finansal Kiralama Anonim Sirketi	Turkey

21

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Citileasing Egypt S.A.E.	Egypt
Citileasing OOO	Russia
Citileasing S.A.	Peru
Citileasing s.r.o.	Czech Republic
CitiLife Financial Limited	Ireland
CitiMae, Inc.	Delaware
Citimarlease (Burmah I), Inc.	Delaware
Citimarlease (Burmah I), Inc. UTA (9/28/72)	Delaware
Citimarlease (Burmah Liquegas), Inc.	Delaware
Citimarlease (Burmah Liquegas), Inc. UTA (9/28/72)	Delaware
Citimarlease (Burmah LNG Carrier), Inc.	Delaware
Citimarlease (Burmah LNG Carrier), Inc. UTA (9/28/72)	Delaware
Citimarlease (Fulton), Inc.	Delaware
Citimarlease (Whitney), Inc.	Delaware
Citimortgage Funding B.V.	Netherlands
Citimortgage Holdings, Inc.	Delaware
CitiMortgage, Inc.	New York
Citinet Limited	England
Citinversiones de Titulos y Valores (Puesto de Bolsa) S.A.	Dominican Republic
Citinversiones, S.A.	Guatemala
Citinvestment Chile Limited	Bahamas
Citipartners Services Group A.I.E.	Spain
CitiProperties (BVI) Limited	British Virgin Is.
CitiRealty China (BVI) Limited	British Virgin Is.
Citisecurities Limited	Australia
Citiseguros Puerto Rico, Inc.	Puerto Rico
CitiService S.p.A.	Italy
Citishare Corporation	Delaware
CitiSolutions Financial Limited	Ireland
CitiStreet Advisors LLC *	New Jersey
CitiStreet Australia Pty Limited *	Australia
CitiStreet International, LLC *	Delaware
CitiStreet LLC i	Delaware
Cititrading S.A. Casa de Valores	Ecuador
Cititrust (Bahamas) Limited	Bahamas
Cititrust (Cayman) Limited	Cayman Is.
Cititrust (Jersey) Limited	Jersey, Channel Is.
Cititrust (Kenya) Limited	Kenya
Cititrust (Mauritius) Limited	Mauritius
Cititrust (New Jersey) Limited	New Jersey
Cititrust (Singapore) Limited	Singapore
Cititrust (Switzerland) Limited	Switzerland
Cititrust Colombia S.A. Sociedad Fiduciaria	Colombia

22

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Cititrust Limited	Hong Kong
Cititrust S.p.A.-Istituto Fiduciaro	Italy
Cititrust Services Limited	Bahamas
Citivalores Puesto de Bolsa, S.A.	Costa Rica
Citivalores S.A. Comisionista de Bolsa	Colombia
Citivalores, S.A.	Guatemala
Citivalores, S.A.	Panama
Citivic Nominees Limited	England
CJP Holdings Inc.	Delaware
Clarity Credit Management Solutions Limited	England
Classic Construction of New Orleans, LLC	Louisiana
Clearwater I River Finance ULC	Canada
Clearwater II River Finance ULC	Canada
Clovelly Aircraft Ltd.	Japan
CM FSC I LTD.	Bermuda
CM FSC II Limited	Bermuda
CM FSC III Limited	Bermuda
CM FSC IV, Ltd.	Bermuda
CM Leasing Company	Canada
CM Leasing Member 1995 Trust-A1	Delaware
CM Leasing Member 1995 Trust-A2	Delaware
CM North America Holding Company	Canada
CM Tulip Holding Company	Canada
CMF Altis Partners Master Fund L.P.	New York
CMF Aspect Master Fund L.P.	New York
CMF Avant Master Fund L.P.	New York
CMF Campbell Master Fund L.P.	New York
CMF Capital Fund Management Master Fund L.P.	New York
CMF Drury Capital Master L.P.	New York
CMF Graham Master Fund L.P.	New York
CMF Institutional Futures Portfolio L.P.	New York
CMF SandRidge Master Fund L.P.	New York
CMF Willowbridge Argo Master Fund L.P.	New York
CMF Winton Feeder I L.P.	New York
CMF Winton Master L.P.	New York
CMFC, Inc.	Puerto Rico
CMI of Delaware, Inc.	Delaware
Coastal Nominees (International) Limited	England
Coastal Nominees Limited	England
Cofisa Internacional S.A.	Panama
Co-Investment II Luxco S.a.r.l.	Luxembourg
Co-Investment Limited II (M-Tel)	Cayman Is.
Co-Investment Limited Partnership I	Cayman Is.

23

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Co-Investment Limited Partnership V (SOL)	Cayman Is.
Co-Investment LLC IX (Cordillera)	Delaware
Co-Investment LLC VII (Intcomex)	Delaware
Co-Investment LLC VIII (Palink)	Delaware
Cole Brook CBNA Loan Funding LLC	Delaware
Cole Brook CFPI Loan Funding LLC	Delaware
Commercial Credit International, Inc.	Delaware
Commercial Trust Co Ltd	Channel Is.
Commonwealth Control, Inc.	Delaware
Commonwealth Plan, Inc., The	Massachusetts
Commonwealth System, Inc., The	Massachusetts
Communico	California
Compania Exportadora Cityexport S.A. en Liquidacion	Colombia
Consorcio AeroMexico, SAPI de C.V.	Mexico
Consorcio Sidestur, S.A. de C.V.	Mexico
Construcciones y Desarrollos Acuario, S.A. de C.V.	Mexico
Continental Entertainment Capital LP	Delaware
Continental Entertainment Group LP	Delaware
Continental GP LLC	Delaware
Continental Pictures LP	Delaware
Contrato De Fideicomiso Irrecvocable De Administracion Y Custodia Numero 16093-6	Mexico
Contur, S.A. de C.V.	Mexico
Coogee Aircraft Ltd.	Japan
Coon Rapids Leased Housing Associates II, Limited Partnership	Minnesota
Copelco Capital (Puerto Rico), Inc.	Puerto Rico
Copelco Capital Funding Corp. IX	Delaware
Copelco Capital Funding Corp. VI	Delaware
Copelco Capital Funding Corp. VIII	Delaware
Copelco Capital Funding LLC 99-B	Delaware
Copelco Capital Residual Funding LLCI	Delaware
Copelco Manager, Inc.	Delaware
Copelco Reinsurance Company, Ltd.	Bermuda
Cordial Communications Inc.	Japan
CORPIFEXSA, Corporacion de Inversiones y Fomento de Exportaciones S.A.	Ecuador
Corporacion Accionaria UBC, S.A.	Costa Rica
Corporacion Artico Profundo S.A.	Costa Rica
Corporacion Citibank G.F.C. S.A.	Costa Rica
Corporate Loan Funding I LLC	Delaware
Corporate Loan Funding III LLC	Delaware
Corporate Loan Funding IV LLC	Delaware
Corporate Loan Funding IX LLC	Delaware
Corporate Loan Funding V LLC	Delaware
Corporate Loan Funding VI LLC	Delaware

24

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Corporate Loan Funding VII LLC	Delaware
Corporate Loan Funding XI LLC	Delaware
Corporate Loan Funding XIII LLC	Delaware
Corvus Investments Y.K.	Japan
Court Square Capital Limited	Delaware
Courtney Park Leasehold, LLC	Florida
CPI 2004 European Carried Interest Program (Delaware), L.P.	Delaware
CPI 2004 Global Carried Interest Program (Delaware), L.P.	Delaware
CPI 2004 North America Carried Interest Program, L.P.	Delaware
CPI 2005 Asia Pacific Carried Interest Program, L.P.	Delaware
CPI 2005 European Carried Interest Program, L.P.	Delaware
CPI 2005 Global Carried Interest Program, L.P.	Delaware
CPI 2005 North America Carried Interest Program, L.P.	Delaware
CPI Asia Academy ABS Specialty Company, L.L.C.	Korea, Republic of
CPI Asia Academy Ltd.	British Virgin Is.
CPI Asia Big Bell 2 Limited	British Virgin Is.
CPI Asia Big Bell Limited	British Virgin Is.
CPI Asia DAKS Limited	British Virgin Is.
CPI Asia Fill Up Limited	British Virgin Is.
CPI Asia G Tower Limited	British Virgin Is.
CPI Asia Investment Holdings S.a r.l.	Luxembourg
CPI Asia Investment Sarl	Luxembourg
CPI Asia Link Limited	British Virgin Is.
CPI Asia Mirror A Limited	British Virgin Is.
CPI Asia Mirror B Limited	British Virgin Is.
CPI Asia Mirror C Limited	British Virgin Is.
CPI Asia Mirror Limited	British Virgin Is.
CPI Asia Moon River SRL	Barbados
CPI Asia National 1 Limited	British Virgin Is.
CPI Asia National 2 Limited	British Virgin Is.
CPI Asia Nippon S.a r.l.	Luxembourg
CPI Asia NP, Ltd.	British Virgin Is.
CPI Asia Shinjuku II S.a r.l.	Luxembourg
CPI Asia Ten B.V.	Netherlands
CPI Asia Ten S.a.r.l.	Luxembourg
CPI Atlantis Property Trader TopCo S.a r.l.	Luxembourg
CPI Atlantis S.a r.l.	Luxembourg
CPI Atlantis Super TopCo S.a r.l.	Luxembourg
CPI Atlantis TopCo S.a r.l.	Luxembourg
CPI Capital Partners Asia Pacific (Cayman), L.P.	Cayman Is.
CPI Capital Partners Asia Pacific (Delaware), L.P.	Delaware
CPI Capital Partners Asia Pacific GP Ltd.	Cayman Is.

25

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

CPI Capital Partners Asia Pacific, L.P.	Cayman Is.
CPI Capital Partners Europe (NFR), L.P.	England
CPI Capital Partners Europe GP LLC	Delaware
CPI Capital Partners Europe Holdings S.a.r.l.	Luxembourg
CPI Capital Partners Europe, L.P.	England
CPI Capital Partners Financing S.a.r.l.	Luxembourg
CPI Capital Partners North America LP	Delaware
CPI Capital Partners North America Offshore (Cayman) L.P.	Cayman Is.
CPI Capital Partners North America Offshore (WT) LP	Delaware
CPI Capital Partners North America Offshore LP	Delaware
CPI Citrela, S. de R.L. de C.V.	Mexico
CPI Co-Investment Fund LP	Delaware
CPI CPEH 2 S.a r.l.	Luxembourg
CPI C-REP GP LLC	Delaware
CPI C-REP II GP, L.P.	Delaware
CPI Darlington Limited	Jersey, Channel Is.
CPI EU Thames Court I Limited	Channel Is.
CPI EU Thames Court II Limited	Channel Is.
CPI EU Thames Court III Limited	Channel Is.
CPI European Fund GP LLC	Delaware
CPI Fund Investments LLC	Delaware
CPI GH Portfolio S.a r.l.	Luxembourg
CPI Global RE Securities HP LLC	Delaware
CPI Gulbinai S.a r.l.	Luxembourg
CPI I&G 1 S.a r.l.	Luxembourg
CPI I&G Alte Elbgaustrasse S.a r.l.	Luxembourg
CPI I&G Europe Fund GP LLC	Delaware
CPI I&G Finance Co. S.a r.l.	Luxembourg
CPI I&G France S.a r.l	Luxembourg
CPI I&G Germany S.a r.l.	Luxembourg
CPI I&G Industriehof S.a r.l.	Luxembourg
CPI I&G Nailsea S.a r.l.	Luxembourg
CPI I&G Saint Cloud Eurl	France
CPI India I Limited	Mauritius
CPI Kildare S.a r.l.	Luxembourg
CPI Leuna GmbH	Germany
CPI Milton Keynes Ltd.	Jersey, Channel Is.
CPI NA Baker CC LLC	Delaware
CPI NA Baker LLC	Delaware
CPI NA Cayman Fund GP L.P.	Cayman Is.
CPI NA Chandler CC LLC	Delaware
CPI NA Citrela B.V.	Netherlands
CPI NA Cooperatieve U.A.	Netherlands

26

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

CPI NA Empire Pass CC LLC	Delaware
CPI NA Empire Pass LLC	Delaware
CPI NA Fund GP LP	Delaware
CPI NA GP LLC	Delaware
CPI NA Hardin CC LLC	Delaware
CPI NA Hardin LLC	Delaware
CPI NA Hotel26 CC LLC	Delaware
CPI NA Hotel26 LLC	Delaware
CPI NA Loreto Debt B.V.	Netherlands
CPI NA Loreto Equity B.V.	Netherlands
CPI NA NREIT LP	Delaware
CPI NA NUSP LP	New York
CPI NA OS DE Corp.	Delaware
CPI NA RCP Capital CC LLC	Delaware
CPI NA RCP Capital LLC	Delaware
CPI NA REIT LLC	Delaware
CPI NA Surprise CC LLC	Delaware
CPI NA Surprise LLC	Delaware
CPI NA Village Lakes CC LLC	Delaware
CPI NA Village Lakes LLC	Delaware
CPI NA Washingtonian CC LLC	Delaware
CPI NA Washingtonian LLC	Delaware
CPI NA West Ocean II CC LLC	Delaware
CPI NA West Ocean II LLC	Delaware
CPI NA Western Clay CC LLC	Delaware
CPI NA Western Clay LLC	Delaware
CPI NA Willows CC LLC	Delaware
CPI NA Willows LLC	Delaware
CPI NA WT Fund GP LP	Delaware
CPI Nanterre E.U.R.L.	France
CPI Pomezia S.r.l.	Italy
CPI Retail Active Management Programme Limited Partnership	Scotland
CPI Shepshed Ltd.	Jersey, Channel Is.
CPI Surprise Farms, LLC	Delaware
CPI Ukraine Holding Limited	Channel Is.
CPI Village Lakes GP LLC	Delaware
CPI Village Lakes LP	Delaware
CPI-LCP Jackson Hole Operator, LLC	Delaware
CPI-LCP Jackson Hole Owner, LLC	Delaware
CPI-LCP Jackson Hole Venture, LLC	Delaware
CPI-Sage ETH Denver, LLC	Delaware
CPI-Sage Focused Service Urban Hotels Venture, LLC	Delaware
CPI-Sage Hotels Atlanta Mezz, LLC	Delaware

27

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

CPI-Sage Hotels Atlanta Owner, LLC	Delaware
CPI-Sage Hotels Brisbane Mezz, LLC	Delaware
CPI-Sage Hotels Brisbane Owner, LLC	Delaware
CPI-Sage Hotels Denver Mezz, LLC	Delaware
CPI-Sage Hotels Denver Owner, LLC	Delaware
CPI-Sage Hotels Hoffman Mezz, LLC	Delaware
CPI-Sage Hotels Hoffman Owner, LLC	Delaware
CPI-Sage Hotels Lessee Mezz, LLC	Delaware
CPI-Sage Hotels Lessee Venture, LLC	Delaware
CPI-Sage Hotels Lessee, LLC	Delaware
CPI-Sage Hotels Mezz Manager, LLC	Delaware
CPI-Sage Hotels Orlando Mezz, LLC	Delaware
CPI-Sage Hotels Orlando Owner, LLC	Delaware
CPI-Sage Hotels Owner Manager, LLC	Delaware
CPL CBNA Loan Funding LLC	Delaware
CPL CFPI Loan Funding LLC	Delaware
CR Title Services Inc.	Delaware
Cramer Finance LLC	Delaware
CReAM Trust	Jersey, Channel Is.
Credito Familiar, S.A. De C.V., Sociedad Financiera De Objeto Limitado, Integrante Del Grupo Financiero Banamex	Mexico
Crimson CBNA Loan Funding LLC	Delaware
CSA Robin Aircraft Ltd.	Japan
CSA Swan Aircraft Ltd.	Japan
CSCAL Nominees Pty Limited	Australia
CSO Partners Limited	England
CT Mezzanine Fund III Manager LLC	Delaware
CT Mezzanine Partners II, L.P.	Delaware
CTA Capital LLC	Delaware
CTCL (BOPPF) Fund Nominee No. 1 Limited	England
CTCL (BOPPF) Fund Nominee No. 2 Limited	England
CTCL (BUKP) Fund Nominee No. 1 Limited	England
CTCL (BUKP) Fund Nominee No. 2 Limited	England
CTCL Property MHI Nominees No 1 Limited	England
CTCL Property MHI Nominees No 2 Limited	England
CTK Investors 1 LP	Delaware
CTK Investors 2 LP	Delaware
CUIM Nominee Limited	England
Curtis Partners JV, LP	Delaware
Cuscatlan International Bank and Trust Ltd.	Bahamas
Cuscatlan Valores, S.A.	Guatemala
CVC Capital Funding, Inc.	Delaware
CVC Capital Funding, LLC	Delaware

28

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

CVC Executive Fund LLC	Delaware
CVC International (Palink) B.V.	Netherlands
CVC Management LLC	Delaware
CVC/SSB Employee Fund, LP	Delaware
CVCI Co-Investment (Keane) LLC	Delaware
CVCIGP II Carry Program Limited	Cayman Is.
CVCIGP II Carry, L.P.	Cayman Is.
CVCIGP II Cayman Employee, L.P.	Cayman Is.
CVCIGP II China Sugar Investments Limited	Cayman Is.
CVCIGP II Client Cayman Limited	Cayman Is.
CVCIGP II Client Ebene Limited	Mauritius
CVCIGP II Client Rosehill Limited	Mauritius
CVCIGP II Co-invest Program Limited	Cayman Is.
CVCIGP II Co-invest, L.P.	Cayman Is.
CVCIGP II Delaware Employee, L.P.	Delaware
CVCIGP II Employee Cayman Limited	Cayman Is.
CVCIGP II Employee Ebene Limited	Mauritius
CVCIGP II Employee Rosehill Limited	Mauritius
CVCIGP II Offshore Employee, L.P.	England
CVCIGP II US Employee, L.P.	Cayman Is.
CVCIGP II US-UK Employee, L.P.	Cayman Is.
Czech Real Estate Regions S.a.r.l.	Luxembourg
D.U. ASSOCIATES, INC.	Japan
DAKS B1 Limited	British Virgin Is.
DAKS JV Limited	British Virgin Is.
Dalian Yan De Bao Auto Sales Company Limited	China
Dalian Yanbao Auto Co. Ltd.	China
Davis Associates, L.P.	Mississippi
Dayton CBNA Loan Funding LLC	Delaware
Dayton CFPI Loan Funding LLC	Delaware
DCE Investments, Inc.	Delaware
Dealwin (Shanghai) Warehouse Co Ltd	China
Delphi I Asset Holding LLC	Delaware
Delphi I LLC	Delaware
Delphi Immobilien I GmbH	Germany
Delphi Servicing Holding Limited	England
Department Stores National Bank	United States
Dervat Nominees Pty Limited	Australia
Desarrollos Turisticos Recreacionales Panamericanos, S.A. de C.V.	Mexico
Deutsch Commercial Property Frankfurt 2 GmbH	Germany
Deutsche Commercial Erfurt GmbH	Germany
Deutsche Commercial Property Frankfurt 1 GmbH	Germany

29

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Deutsche Commercial Property Munchen 1 GmbH	Germany
Deutsche Commercial Property Munchen 2 GmbH	Germany
Deutsche Commercial Property Stuttgart GmbH	Germany
Di Net Club S.r.l.	Italy
Diamond 1 Loan Funding LLC	Delaware
Dimension Von Glass, S.A.	Costa Rica
Diners Assurances SARL	France
Diners Club (Thailand) Limited, The	Thailand
Diners Club Argentina S.R.L.C. y de T.	Argentina
Diners Club de Mexico S.A. de C.V.	Mexico
Diners Club Europe S.p.A.	Italy
Diners Club International (Hong Kong) Limited	Hong Kong
Diners Club International (Taiwan) Limited	Taiwan
Diners Club International Ltd.	New York
Diners Club Italia S.r.l.	Italy
Diners Club of Greece Finance Company S.A.	Greece
Diners Club Pty Limited	Australia
Diners Club Switzerland Ltd.	Switzerland
Diners Club UK Limited	England
Diners Club Uruguay S.A.	Uruguay
Diners Travel S.A.C. y de T.	Argentina
Direccion Profesional de Empresas Afiliadas, S.A.	Mexico
DN Capital European Digital Infrastructure Fund I, L.P.	Jersey, Channel Is.
Dom Maklerski Banku Handlowego S.A.	Poland
Donat Investments S.A.	Panama
Dorchester CBNA Loan Funding LLC	Delaware
Dorchester CFPI Loan Funding LLC	Delaware
Dory 1 S.a.r.l.	Luxembourg
Dory 2 S.a.r.l.	Luxembourg
Dory 3 S.a.r.l.	Luxembourg
Dory 4 S.a.r.l.	Luxembourg
Drake & Co., LLC	Delaware
Drake Aircraft Ltd.	Japan
Dreiundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Dunhill-Lexington Leasehold LLC	Delaware
Dynasty Two Limited	Hong Kong
Dynasty Two Ocean (Tianjin) Real Estate Co., Ltd.	China
EAB Community Development Corp.	New York
ECL Funding LLC	Delaware
ECL2 Funding LLC	Delaware
Ecount, Inc.	Delaware
Eden Bay Corporation	British Virgin Is.

30

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Educational Loan Center, Inc.	Delaware
Egg Banking plc	England
Egg Financial Intermediation Limited	England
Egg International Limited	England
Egg Jersey Limited	England
EKB Kereskedelmi es Szolgaltato Kft.	Hungary
EM Special Opportunities Citigroup Ltd.	Cayman Is.
EM Special Opportunities Fund III LLC	Delaware
Empaques Moldeados de America Internacionales SRL de C.V.	Mexico
Empaques Moldeados de America SRL de C.V.	Mexico
Empaques Moldeados de America Techologias SRL de C.V.	Mexico
Empresa Constructora Moller y Perez-Cotapos S.A.	Chile
EMSO Partners HK Limited	Hong Kong
EMSO Partners Limited	England
Energizer 1 Loan Funding LLC	Delaware
Enova No.1 Venture Capital Investment Limited Partnership	Japan
Entretenimientos Pedro de Valdivia Limitada	Chile
Envision Real Estate Software, Inc.	Michigan
Erico International Corporation	Ohio
Esmeril Trading Lda.	Portugal
ESO GP L.L.C.	Delaware
ESSL 1, Inc.	Delaware
ESSL 2, Inc.	Delaware
Estithmaar IRE (GP) Limited	Cayman Is.
Estithmaar Islamic Real Estate Fund Limited Partnership	Cayman Is.
Eurasian Brewery Holdings Limited	Channel Is.
Eurl Moisant	France
Euromaia Finance LLC	Delaware
European GREIO/TIC Real Estate Investments LLC	Delaware
Event Driven Portfolio LLC	Delaware
Ever Wealth Industrial Limited	Hong Kong
Everett Bluffs LLC	Washington
Evergreen CBNA Loan Funding LLC	Delaware
Evergreen CFPI Loan Funding LLC	Delaware
EXCT Holdings, Inc.	Hawaii
EXCT Limited Partnership	Hawaii
EXCT LLC	Hawaii
Factoraje Cuscatlan S.A. de C.V.	El Salvador
Factoraje Cuscatlan, S.A.	Costa Rica
Factoring Cuscatlan S.A.	Panama
Fairfax Holdings, Inc.	Delaware
Fairstream Capital LLC	United States

31

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Famous Elite Company Limited	Hong Kong
Fareach Warehouse (Shanghai) Ltd	China
FBS CBNA Loan Funding LLC	Delaware
FBS CFPI Loan Funding LLC	Delaware
FCL Ship One, Inc.	Delaware
FCL Ship Three, Inc.	Delaware
FCL Ship Two, Inc.	Delaware
Feingold O`Keeffe Credit Fund CBNA Loan Funding LLC	Delaware
Feingold O`Keeffe Credit Fund CFPI Loan Funding LLC	Delaware
Fennella S.a r.l.	Luxembourg
Festival Funding LLC	Delaware
Feta Nominees Pty Limited	Australia
Fideicomiso de Administracion y Pago, Socio Liquidador de Posicion de Terceros, numero 14016-1	Mexico
Fideicomiso de Administracion y Pago, Socio Liquidador de Posicion Propia, numero 13928-7	Mexico
Fiduciaria Cuscatlan S.A.	Costa Rica
Fifth Bai Yun Aircraft Ltd.	Japan
Fimen S.A.	Belgium
Financial Leasing Corporation	Massachusetts
Financial Reassurance Company, Ltd.	Bermuda
Financial Research Corporation	Massachusetts
Financiera Secofisa (Panafinanzas) S.A.	Panama
Financiera Uno, Sociedad Anonima	Guatemala
First Bai Yun Aircraft Ltd.	Japan
First Century Management Company	New York
First Collateral Services, Inc.	Delaware
First Family Financial Services, Inc. <DE>	Delaware
First National Nominees, Ltd.	Bahamas
Five Star Service Corporation	California
Fleet Holding (Australia) Pty Limited	Australia
Fleet Holding (New Zealand) Limited	New Zealand
Fleet Partners Pty Limited	Australia
FloridaUrbana, L.P.	Illinois
FM Depositor LLC	Delaware
FM Taxable Depositor LLC	Delaware
FNB Real Estate Corp.	Texas
FNC Insurance Agency, Inc.	California
FNC-Comercio e Participacoes Ltda.	Brazil
FOFIP S.A.	Uruguay
Fondos Cuscatlan Sociedad de Fondos de Inversion, S.A.	Costa Rica
Fonet Consultants Private Limited	India
Foreign Fund 1 Fundo de Investimento Financeiro	Brazil

32

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Foreign Investment—Fundo De Investimento Financeiro	Brazil
Foremost Investment Corporation	Delaware
Forthright Investment Limited	Hong Kong
Forum Financial Group Polska Spolka z o.o.	Poland
FourStarz LLC	Delaware
Franconia GmbH & Co. KG 1	Germany
Franconia GmbH & Co. KG 2	Germany
Franconia GmbH & Co. KG 3	Germany
Franconia GmbH & Co. KG 4	Germany
Franklin Loft Finance LLC	Delaware
Fremont CBNA Loan Funding LLC	Delaware
Fremont CFPI Loan Funding LLC	Delaware
Fruehauf Finance Company	Michigan
FS Asia Holdings LLC	Delaware
FS Securities Holdings Inc.	Delaware
Fscwil Funding Limited Partnership	Delaware
FTFD Fund Distributor, Inc.	Florida
Fuenfundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Fund Management Service K. K.	Japan
Fundo de Investimento Multimercado Conejo Fund	Brazil
Fundo de Investimento Referenciado DI Londres	Brazil
Future Mortgages Limited	England
Futuretel S.A.	Brazil
Gamma Trans Leasing Verwaltungs GmbH	Germany
Gatehouse Leasehold LLC	Delaware
Genesis CBNA Loan Funding LLC	Delaware
Genesis CFPI Loan Funding LLC	Delaware
Geneva Capital Markets, LLC	Delaware
Geneva II LLC	Delaware
Geno Asset Finance GmbH	Germany
Genoa Finance LLC	Delaware
Gera Realty India Private Limited	India
Gerlach (Nominee) & Co., L.L.C.	Delaware
GFII Australia Holdings Pty Limited	Australia
GFII Capital Pty Limited	Australia
GH Retail Portfolio S.a r.l.	Luxembourg
Gifugin-Nikko Investment Enterprise Partnership	Japan
Gilligan Developments Limited	British Virgin Is.
Gin Wi Enterprises Group (H.K.) Limited	Hong Kong
GK Corridor Street	Japan
GK MK Cosmos	Japan
GLENFED Development Corp.	California

33

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Global Hedge Strategies, LLC	Delaware
Global Packaging Corporation N.V.	Netherlands
GOF Loan Funding LLC	Delaware
GOF2 Loan Funding LLC	Delaware
Gongpyung PFV Co., Ltd.	Korea, Republic of
Grand River Navigation Company	Delaware
GRDC Delaware LLC	Delaware
Great Dane Finance Company	Delaware
Green Island CBNA Loan Funding LLC	Delaware
Green Island CFPI Loan Funding LLC	Delaware
Green One Asset Securitization Specialty Limited	Korea; Republic of
Greenwich (Cayman) I Limited	Cayman Is.
Greenwich (Cayman) II Limited	Cayman Is.
Greenwich (Cayman) III Limited	Cayman Is.
GREIO Al-Soor Realty L.P.	Delaware
GREIO Islamic GP LLC	Delaware
Grupo Avantel, S.A. de C.V.	Mexico
Grupo Cuscatlan de Honduras S.A.	Honduras
Grupo Cuscatlan de Panama S.A.	Panama
Grupo Cuscatlan Guatemala, S.A.	Guatemala
Grupo Financiero Banamex, S.A. de C.V.	Mexico
Grupo Financiero Cuscatlan de Costa Rica S.A.	Costa Rica
Grupo Financiero Uno G. F. U., S. A.	Costa Rica
Grupo Immobiliario Centrica, S.A.	Guatemala
Grupo Inmobiliario Leon, S.A. de C.V.	Mexico
GS Thirteen Limited	England
Hancock Place Apartments Associates, L.P.	New York
Handlowy—Inwestycje Sp. z o.o.	Poland
Handlowy—Leasing Sp. z o.o.	Poland
Handlowy Investments II S.a.r.l.	Luxembourg
Handlowy Investments S.A.	Luxembourg
Hank & Co., L.L.C.	Delaware
Hanseatic Real Estate B.V.	Netherlands
Happyield Limited	British Virgin Is.
Harris House Partners, LP	Rhode Island
Harvest Citi SC LLC	Delaware
Harvest SC TRS, Inc.	Delaware
Harvest SCNR LLC	Delaware
Harvest SCR LLC	Delaware
Hawkshead Trust Nominees Limited	England
Healthcote Limited	Hong Kong
Hibiscus CBNA Loan Funding LLC	Delaware
Hibiscus CFPI Loan Funding LLC	Delaware

34

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Highpoint Investors LP	Delaware
Highwood Partners Finance GP	Delaware
Highwood River Finance ULC	Canada
Hillco Insurance Agency, Inc.	Ohio
Hillsborough River Finance Inc.	Delaware
Hipotecaria Associates, S.A. de C.V., Sociedad Financiera de Objeto Multiple, Entidad Regulada, Integrante del Grupo Financiero Banamex	Mexico
Hire Equipment Group Limited	New Zealand
Hispanic Growth LLC	Delaware
Hispanic Venture Corp.	Delaware
Hitchcock Investments S.A.	Panama
HK E-Bao Auto Sales Service Company Limited	Hong Kong
Holland Leasehold LLC	Delaware
Home MAC Government Financial Corporation	District of Columbia
Home MAC Mortgage Securities Corporation	District of Columbia
Honson Holdings Limited	Hong Kong
Horseshoe Falls LP	Nevada
Hotel26 Operating LLC	Delaware
Housing Securities, Inc.	Delaware
Howard CBNA Loan Funding LLC	Delaware
Howard CFPI Loan Funding LLC	Delaware
Hudson Canyon CBNA Loan Funding LLC	Delaware
Hudson Canyon CFPI Loan Funding LLC	Delaware
Huizhou One Limited	Mauritius
Human Value Developers Private Limited	India
Hurley & Co., L.L.C.	Delaware
Hutton Investors Futures Fund, L.P. II	Delaware
Huwest Company, L.L.C.	Delaware
Iguacu Participacoes Ltda.	Brazil
Impulsora de Fondos Banamex, S.A. de C.V., Sociedad Operadora de Sociedades de Inversion	Mexico
Impulsora Turistica de Vallarta, S.A. de C.V.	Mexico
Imref S.A. de C.V.	Mexico
Ingenieria de Marinas, S.A. de C.V.	Mexico
Inmobiliaria Aspasia, S.A. de C.V.	Mexico
Inmobiliaria e Inversiones Inmover Limitada	Chile
Inmobiliaria Nemesis, S.A. deC.V.	Mexico
Inmobiliaria Provincial del Norte, S.A. de C.V.	Mexico
Inmobiliaria Tebas, S.A. de C.V.	Mexico
Inmuebles Banamex, S.A. de C.V.	Mexico
Intcomex, Inc.	Delaware
Integrated Data Processing and Payment Systems Inc.	Bahamas
Inteligia, S.A.	Mexico

35

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Interamerican Sistemas de Procesamiento y Pago, Sociedad Anonima	Guatemala
International Equity Investments, LLC	Delaware
Inverfin Sdn. Bhd.	Malaysia
Inversiones Bursatiles Expo, Sociedad Anonima	Nicaragua
Inversiones Financieras Cuscatlan, S.A.	El Salvador
Inversiones Financieras Uno, S.A.	El Salvador
Inversiones y Adelantos, C.A.	Venezuela
Investment CBNA Loan Funding LLC	Delaware
Investment CFPI Loan Funding LLC	Delaware
Iqara Hits Conditional Access Services Private Limited	India
Iqara India Telecom (Mauritius) Limited	Mauritius
Iqara Telecoms (India) Private Limited	India
Iris Falls LLC	Delaware
Ironwood CPI Empire Pass JV LLC	Delaware
Ironwood CPI Empire Pass LLC	Delaware
Ironwood CPI Empire Pass MB LLC	Delaware
Irrevocable Administration and Business Trust No. F/239569	Mexico
Isanne S.a.r.l.	Luxembourg
Isla Iguana, S.A. de C.V.	Mexico
IWCO Direct Holdings Inc.	Delaware
Jakob Holding S.a.r.l.	Luxembourg
Jakob Joint Venture GmbH & Co. KG	Germany
JAPAN DATA VISION CO., LTD.	Japan
JHSW Limited	England
JL Crest Lease Co., Ltd.	Japan
JL Rouge Lease Co., Ltd.	Japan
JNC Partners Limited	Japan
Joliet Generation II, LLC	Delaware
JOY Property Management Co., Ltd.	Japan
JOY Real Estate Investment Co., Ltd.	Japan
JSC Citibank Kazakhstan	Kazakhstan
JSCB Citibank (Ukraine)	Ukraine
Juegos Electronicos S.A.	Chile
Jupiter Aircraft Ltd.	Japan
JWH Strategic Allocation Master Fund LLC	New York
K2 Holdings (Cayman) Ltd.	Cayman Is.
K2 Macau Development Ltd.	Macau
K2 Macau Holdings (BVI) I Ltd.	British Virgin Is.
K2 Macau Holdings (BVI) II Ltd.	British Virgin Is.
Kalyani Tech Park Private Limited	India
Keeper Holdings LLC	Delaware
KIL Loan Funding LLC	Delaware
KIL2 Loan Funding LLC	Delaware

36

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

King (Nominee) & Co., L.L.C.	Delaware
Kingsbridge Limited	Cayman Is.
Kingston Place, LLC	Mississippi
Kinki Investment Corporation Y.K.	Japan
Knight CBNA Loan Funding LLC	Delaware
Knight CFPI Loan Funding LLC	Delaware
Knollwood Development, Limited Partnership	South Dakota
Kombo Investments S.a.r.l.	Luxembourg
Kordula & Co., L.L.C.	Delaware
Lakeshore CBNA Loan Funding LLC	Delaware
Lakeshore CFPI Loan Funding LLC	Delaware
Latin America Realty Venture Holdings BV	Netherlands
Latin America Realty Venture I BV	Netherlands
Latin America Realty Venture II BV	Netherlands
Latin America Realty Venture III BV	Netherlands
Latin American Investment Bank Bahamas Limited	Bahamas
Lava Trading Inc.	Delaware
Lava Trading Limited	England
LavaFlow, Inc.	Florida
Lead Capital Management Co., Ltd.	Japan
Leasing Cuscatlan CR, S.A.	Costa Rica
Leasing Cuscatlan de Guatemala, S.A.	Guatemala
Leasing Cuscatlan S.A.	Panama
Leasing Cuscatlan S.A. de C.V.	El Salvador
Leasing Finance (Australia) Pty Ltd	Australia
Leasing Finance (New Zealand) Pty Ltd	New Zealand
Legend Auto (Holding) Co. Limited	Hong Kong
Legg Mason Financial Services of Alabama, Inc.	Alabama
Legg Mason Financial Services, Inc.	Maryland
Legg Mason Insurance Agency of Massachusetts, Inc.	Massachusetts
Legg Mason Insurance Agency of Texas, Inc.	Texas
Legg Mason Insurance Agency, Inc.	Maryland
Legion Portfolios (Luxembourg)	Luxembourg
Legion Strategies LLC	Delaware
Leo Investments Yugen Kaisha	Japan
Leone Lease Ltd.	Japan
LFC2 CFPI Loan Funding LLC	Delaware
LFC2 Loan Funding LLC	Delaware
Linden Elderly Housing Development Group, L.P.	Missouri
Lindfield Trading Pty Limited	Australia
Link Asia SRL	Barbados

37

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Link JV Limited	British Virgin Is.
Liquidation Properties Holding Company Inc.	Delaware
Liquidation Properties Inc.	Delaware
Livingston CBNA Loan Funding LLC	Delaware
Livingston CFPI Loan Funding LLC	Delaware
LM Falcon Investment Strategies, Inc.	Maryland
Loan Funding I LLC	Delaware
Loan Funding III LLC	Delaware
Loan Funding IV LLC	Delaware
Loan Funding IX LLC	Delaware
Loan Funding V LLC	Delaware
Loan Funding VI LLC	Delaware
Loan Funding VII LLC	Delaware
Loan Funding XI LLC	Delaware
Loan Funding XIII LLC	Delaware
Loan Participation Holding Corporation	Delaware
Localto S.p.A.	Italy
London and Midland General Insurance Company	Canada
Long Stone Asset Holdings Limited	Ireland
Long Stone Funding LLC	Delaware
Lower Lakes Towing Ltd.	Canada
Lower Lakes Transportation Company	Delaware
LT Investment I, LLC	Delaware
LT Investment II, LLC	Delaware
Luna Falls LLC	Delaware
MacA Inn LLC	Delaware
Madeleine Investments S.A.	Panama
Malibu CBNA Loan Funding LLC	Delaware
Malibu CFPI Loan Funding LLC	Delaware
Marinas Turisticas de la Costa, S.A. de C.V.	Mexico
Mausica Investment Limited	British Virgin Is.
MBKP North Asian Opportunities Partners Offshore L.P.	Cayman Is.
MC2 Technologies, Inc.	Delaware
Media Capital Partners, Inc.	Japan
Mediant Holding K.K.	Japan
Mega Land, S.A. de C.V.	Mexico
Melbourne Aircraft Ltd.	Japan
Meluna Investments S.a.r.l.	Luxembourg
Menara Citi Holding Company Sdn. Bhd.	Malaysia
Midway CBNA Loan Funding LLC	Delaware
Midway CFPI Loan Funding LLC	Delaware
Mijak de Vallarta, S.A. de C.V.	Mexico
Millcreek CBNA Loan Funding LLC	Delaware

38

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Millcreek CFPI Loan Funding LLC	Delaware
Minakami Kogen Resort KK	Japan
MNCJV Citi Member Inc.	Delaware
Moller y Perez-Cotapos Ingenieria y Construccion Limitada	Chile
Mortgage Capital Funding Inc.	Delaware
MP Investment Enterprise Partnership	Japan
MRC Holdings, Inc.	Delaware
MSX International, Inc.	Delaware
MUGINOHO HOLDINGS CO., LTD.	Japan
Muirfield Leasehold LLC	Delaware
Municipal Mortgage Holdings Inc.	Delaware
MV, Sociedad Anonima	Guatemala
N.C.B. Trust Limited	England
Nailsea Trustee Company Limited	Channel Is.
Nailsea Unit Trust	Channel Is.
NAM Holdings Inc.	Japan
Naqua Asset Holdings Co., Ltd.	Japan
National Benefit Life Insurance Company	New York
National City Nominees Limited	England
National Equipment Rental Program, Inc.	Delaware
NC No.5 Investment Enterprise Partnership	Japan
NC No.6 Investment Enterprise Partnership	Japan
NC No.7 Investment Enterprise Partnership (Asia Pacific)	Japan
NC No.8 Investment Enterprise Partnership	Japan
NCGA Holdings Limited	Hong Kong
NETB Holdings LLC	Delaware
Neunundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
New Channel Holdings Limited	Hong Kong
Newgrounds Corporate Inc.	British Virgin Is.
Newman Capital I LLC	Delaware
Newman Capital III LLC	Delaware
Nextco Inc.	Delaware
Niagara Holdco LLC	Delaware
Niagara II, L.P.	Tennessee
Nigeria International Bank Limited	Nigeria
Nikko AM (Cayman) Ltd.	Cayman Is.
Nikko Americas Holding Co., Inc.	United States
Nikko antfactory K. K.	Japan
Nikko Asset Management Americas, Inc.	United States
Nikko Asset Management Co., Ltd.	Japan
Nikko Asset Management Europe Ltd.	England
Nikko Asset Management Luxembourg S.A.	Luxembourg

39

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Nikko Asset Management Singapore Ltd.	Singapore
NIKKO BANK (Luxembourg) S.A.	Luxembourg
Nikko Business Systems Co., Ltd.	Japan
Nikko Capital No.1 Investment Enterprise Partnership	Japan
Nikko chiiki-micchakugata sangakukan-renkei Investment Enterprise Limited Partnership	Japan
Nikko Citigroup Finance Limited	Japan
Nikko Citigroup Limited	Japan
Nikko Citigroup Services Limited	Japan
Nikko Cordial (Shanghai) Investment Consulting Co., Ltd.	China
Nikko Cordial Alternative Investments Partnership	Japan
Nikko Cordial Corporation	Japan
Nikko Cordial Holdings Limited	Cayman Is.
Nikko Cordial Securities Inc.	Japan
Nikko Cordial Securities Investment Enterprise Partnership	Japan
Nikko Cordial Treasury Co., Ltd.	Japan
Nikko Energy Limited	England
Nikko Financial Intelligence, Inc.	Japan
Nikko Fleet Holding NV	Belgium
Nikko Global Asset Management Ltd.	England
Nikko Global Investments (Cayman) Ltd.	Cayman Is.
NIKKO GLOBAL WRAP LTD.	Japan
Nikko Healthcare Limited	England
Nikko Inter-Millennium Investment Enterprise Limited Partnership	Japan
Nikko Investor Relations Co., Ltd.	Japan
Nikko NewWave2001 Investment Enterprise Limited Partnership	Japan
Nikko Pension Consulting Co., Ltd.	Japan
Nikko Premium2000 Investment Enterprise Limited Partnership	Japan
Nikko Principal Finance Co., Ltd	Japan
Nikko Principal Investments Australia (Pty) Ltd	Australia
Nikko Principal Investments Australia Holding Co (Pty) Ltd	Australia
Nikko Principal Investments Japan Ltd.	Japan
Nikko Principal Investments Limited	England
Nikko Properties Corporation	Japan
Nikko Property Limited	England
Nikko Real Estate Co., Ltd.	Japan
Nikko Securities Global Holdings	England
Nikko Securities No.1 Investment Enterprise Partnership	Japan
Nikko System Solutions, Ltd.	Japan
Nikko Waste Holdings NV	Belgium
Nimer & Co., L.L.C.	Delaware
Nippon Real Estate Investment	Cayman Is.
NIPPONKOA Trust Link Investment Enterprise Partnership	Japan
Niseko Higashiyama Resort KK	Japan

40

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Nitesh Residency Hotels Private Limited	India
Nore Aircraft Ltd.	Japan
Northern China German Auto Company Limited	Hong Kong
Norwich Property Trust Limited	England
Nostro Investment Corporation	Delaware
Novel Plaza Company Ltd.	Hong Kong
NPI Holdings, Inc.	Japan
NPI Ventures Limited	England
NPIL HoldCo Limited	England
NSPL, Inc.	New York
NT Europe S.r.l.	Italy
Nueva Promotora de Sistemas de Teleinformatica, S.A. de C.V.	Mexico
Obsluga Funduszy Inwestycyjnych Spolka z o.o.	Poland
OHCCF CBNA Loan Funding LLC	Delaware
OHCCF CFPI Loan Funding LLC	Delaware
OHH Loan Funding LLC	Delaware
OHH2 Loan Funding LLC	Delaware
OHP CBNA Loan Funding LLC	Delaware
OHP CFPI Loan Funding LLC	Delaware
Old Lane Hedge Fund GP LLC	Delaware
Old Lane India GP LLC	Delaware
Old Lane International Ltd.	Channel Is.
Old Lane LP	Delaware
Old Lane Management Lux SARL	Luxembourg
Old Lane Management UK LLP	England
Old Lane Nova Scotia ULC	Canada
Old Lane Partners GP LLC	Delaware
Old Lane Partners LP	Delaware
Old Lane UK Holdings Ltd	England
One Hunter Street – PGI LLC	New York
One-to-One Direct., Ltd.	Japan
Opal Corporation (NFR) S.a r.l.	Luxembourg
Opal Corporation S.a.r.l.	Luxembourg
Operadora Turistica de Puerto Vallarta, S.A. de C.V.	Mexico
Opportunity Mem S.A.	Brazil
Opportunity Oeste S.A.	Brazil
Opus Menkul Degerler A.S.	Turkey
Orbitech Limited	India
Orchard Aircraft Ltd.	Japan
Orchid Aircraft Ltd.	Japan
Orion ABS Specialty Company LLC	Korea, Republic of
Ostrava Office a.s.	Czech Republic
Otenki.com, Inc.	Japan

41

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Overseas Chinese Finance Limited	Taiwan
Overseas Chinese Insurance Broker Co., Ltd.	Taiwan
Pacific Equipment Solutions Limited	New Zealand
Pacific Leasing Solutions (Australia) Pty Ltd	Australia
Pacific Leasing Solutions (New Zealand) Pty Ltd	New Zealand
Pacific Plan, Inc., The	Massachusetts
Pall Mall Bermuda Limited	England
Pall Mall Beverages Limited	England
Pall Mall Collections Limited	England
Pall Mall Directories Limited	England
Pall Mall Finance Limited	England
Pall Mall Germany Limited	England
Pall Mall Healthcare Limited	England
Pall Mall Hirequip Limited	England
Pall Mall Hold Co(Australia) Limited	England
Pall Mall Holdings Australia 2007 Limited	Australia
Pall Mall Hotels Limited	England
Pall Mall Leasing (Australia) Limited	England
Pall Mall Life Limited	England
Pall Mall Waste Ltd.	England
Pall Mall Wellness Limited	England
Palliser Nominees Limited	New Zealand
Park Knoll Leasehold LLC	Delaware
Payment Services Asia, LLC	Delaware
Payment Services International, LLC	Delaware
PB-SB 1983 I	New York
PB-SB 1985 VII	New York
PB-SB 1988 III	New York
PB-SB Investments, Inc	Delaware
PB-SB Ventures, Inc.	Delaware
Pearl Labuan Holdings Limited	Malaysia
Pebble Beach CBNA Loan Funding LLC	Delaware
Pebble Beach CFPI Loan Funding LLC	Delaware
Pedcor Investments-2005-LXXIII, L.P.	Missouri
Pembroke CBNA Loan Funding LLC	Delaware
Pembroke CFPI Loan Funding LLC	Delaware
Pembroke Quilter (Ireland) Nominees Limited	Ireland
Peninsula CBNA Loan Funding LLC	Delaware
Pensiones Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex	Mexico
Peny & Co., L.L.C.	Delaware
Peregrine Investments, LLC	Maryland
Perennially Green, Inc.	New York
PES Finance Limited	New Zealand

42

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

PFS Investments Inc.	Georgia
PFS T.A., Inc.	Delaware
PFSL Investments Canada Ltd.	Canada
Phibro (Asia) Pte Ltd	Singapore
Phibro Energy Production, Inc.	Delaware
Phibro Funds GP LLC	Delaware
Phibro GmbH	Switzerland
Phibro Limited	England
Phibro LLC	Delaware
Phibro Oil Fund A LP	Delaware
Phibro Oil Fund B LP	Delaware
Phibro Resources Corp.	Delaware
Phinda Pty. Limited	Australia
Pier de Puerto Vallarta, S.A. de C.V.	Mexico
Pipestone River Finance ULC	Canada
Planeacion de Recursos Humanos, S.A. de C.V.	Mexico
Plata,S.A.	Guatemala
PLB Partners GP, LLC	Delaware
PLB Partners JV, LP	Delaware
PLB Partners, LP	Delaware
PLS Notes (Australia) Pty Limited	Australia
PLS Notes (NZ) Pty Limited	New Zealand
Pontonia Holding (NFR) B.V.	Netherlands
Pontonia Holding B.V.	Netherlands
Pop Trophy I Inc.	New York
Pop Trophy Inc.	New York
Positive Capital Corp.	British Virgin Is.
Powell Duffryn Limited	England
Powerton Generation II, LLC	Delaware
PPM Riviera CBNA Loan Funding LLC	Delaware
PPM Riviera CFPI Loan Funding LLC	Delaware
Prestige (U.S.) Limited	United States
Prestige Acquisitions Limited	England
PRH de Fondos Banamex, S.A. de C.V.	Mexico
PRH-Afore Banamex, S.A. de C.V.	Mexico
Primerica Client Services Inc. <Canada>	Canada
Primerica Client Services, Inc. <USA>	Delaware
Primerica Convention Services, Inc.	Georgia
Primerica Finance Corporation	Delaware
Primerica Financial Marketing Partnership	Delaware
Primerica Financial Services (Canada) Ltd.	Canada
Primerica Financial Services Agency of New York, Inc.	New York
Primerica Financial Services Home Mortgages Limited Partnership of Arizona	Delaware

43

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Primerica Financial Services Home Mortgages Limited Partnership of Ohio	Ohio
Primerica Financial Services Home Mortgages, Inc.	Georgia
Primerica Financial Services Insurance Marketing of Maine, Inc.	Maine
Primerica Financial Services Insurance Marketing of Nevada, Inc.	Nevada
Primerica Financial Services Insurance Marketing of Wyoming, Inc.	Wyoming
Primerica Financial Services Insurance Marketing, Inc.	Delaware
Primerica Financial Services Ltd.	Canada
Primerica Financial Services of Alabama, Inc.	Alabama
Primerica Financial Services of New Mexico, Inc.	New Mexico
Primerica Financial Services, Inc.	Nevada
Primerica Insurance Agency of Massachusetts, Inc.	Massachusetts
Primerica Insurance Marketing Services of Puerto Rico, Inc.	Puerto Rico
Primerica Insurance Services of Louisiana, Inc.	Louisiana
Primerica Life Insurance Company	Massachusetts
Primerica Life Insurance Company of Canada	Canada
Primerica Services, Inc.	Georgia
Primerica Shareholder Services	Georgia
Principal Mortgage Reinsurance Co.	Vermont
Procesadora de Plasticos Comerciales, S.A.	Mexico
Profunds Distributors, Inc.	Delaware
Project Ocean LLC	Delaware
Promociones Inmobiliarias Banamex, S.A. de C.V.	Mexico
Promociones y Construcciones Turisticas, S.A. de C.V.	Mexico
Promotora de Bienes y Servicios Banamex, S.A. de C.V.	Mexico
Promotora de Sistemas de Teleinformatica, S.A. de C.V.	Mexico
Prosix, S.A.	Costa Rica
Protean CBNA Loan Funding LLC	Delaware
Provencred 1	Cayman Is.
Provencred 2	Cayman Is.
Providence Associates, Ltd.	Bahamas
Proyectos y Servicios Turisticos, S.A. de C.V.	Mexico
PT. Citigroup Finance Indonesia	Indonesia
PT. Citigroup Securities Indonesia	Indonesia
PTRS CBNA Loan Funding LLC	Delaware
PTRS CFPI Loan Funding LLC	Delaware
QGCI Nominees Limited	Jersey, Channel Is.
Quadra Estate S.a r.l.	Luxembourg
Quadra Hamburg 2 S.a r.l.	Luxembourg
Quadra Hamburg S.a r.l.	Luxembourg
Quadra Kaiserslautern S.a.r.l.	Luxembourg
Quadra Mainz BZ S.a.r.l.	Luxembourg
Quadra Mainz Telekom S.a r.l.	Luxembourg
Quadra Mainz Volkspark S.a r.l.	Luxembourg

44

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Quadra Stuttgart S.a r.l.	Luxembourg
Queen Properties of LA, L.P.	California
Quilpep Nominees Limited	England
Quilter & Co. Limited	England
Quilter Holdings Limited	England
Quilter Nominees Limited	England
Rangers CBNA Loan Funding LLC	Delaware
Rangers CFPI Loan Funding LLC	Delaware
RCP Capital, LLC	Delaware
Receivable Management Services International, Inc.	Delaware
Reciba Networks Inc.	Panama
Redmond Crest Corp.	British Virgin Is.
Registra Securita Trust GmbH	Germany
Remesas Familiares Cuscatlan S.A.de C.V.	El Salvador
Remy International, Inc.	Delaware
Renaissance Finance I, LLC	Delaware
Renwick & Spring	Delaware
Repfin Ltda.	Brazil
re-plus Residential Construction 2 TMK	Japan
Ret Participacoes S.A.	Brazil
R-H Capital Partners, L.P.	Delaware
R-H Capital, Inc.	Delaware
R-H Venture Capital, LLC	Delaware
R-H/Travelers, L.P.	Delaware
Rio Bogan Empreendimentos e Participacoes Ltda.	Brazil
Rivendell CBNA Loan Funding LLC	Delaware
Rivendell CFPI Loan Funding LLC	Delaware
Robinson-Humphrey Insurance Services Inc.	Georgia
Robinson-Humphrey Insurance Services of Alabama, Inc.	Alabama
Robinson-Humphrey Netlanta(sm) Fund I, L.P.	Georgia
Roebuck II Investments Limited	British Virgin Is.
Roebuck Investments Limited	British Virgin Is.
Rose Bay Trading Pty Limited	Australia
Rosebud Capital Inc.	Delaware
RP Babelsberg S.a r.l	Luxembourg
RP Bergen S.a r.l.	Luxembourg
RP Kosmoscentre S.a r.l	Luxembourg
RP Medicentre S.a r.l	Luxembourg
RP Oder S.a r.l.	Luxembourg
RP Ruegen S.a r.l.	Luxembourg
RP Schwedt S.a r.l.	Luxembourg
RP Waldstadt S.a r.l.	Luxembourg
S.G. Kikaku K.K.	Japan

45

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

S.P.L., Inc.	Delaware
Safety First Trust Series 2006-1	Delaware
Safety First Trust Series 2007-1	Delaware
Safety First Trust Series 2007-2	Delaware
Safety First Trust Series 2007-3	Delaware
Safety First Trust Series 2007-4	Delaware
Sagres—Sociedade de Titularizacao de Creditos, S.A.	Portugal
Salomon Brothers All Cap Value Fund	New York
Salomon Brothers Housing Investment Inc	Delaware
Salomon Brothers International Operations (Jersey) Limited	Jersey, Channel Is.
Salomon Brothers International Operations (Overseas) Limited	Jersey, Channel Is.
Salomon Brothers Large Cap Core Equity Fund	New York
Salomon Brothers Mortgage Securities III, Inc	Delaware
Salomon Brothers Mortgage Securities VI, Inc	Delaware
Salomon Brothers Mortgage Securities VII, Inc	Delaware
Salomon Brothers Overseas Inc	Cayman Is.
Salomon Brothers Pacific Holding Company Inc	Delaware
Salomon Brothers Real Estate Development Corp	Delaware
Salomon Brothers Russia Holding Company Inc	Delaware
Salomon Brothers Tosca Inc.	Delaware
Salomon Brothers Variable Large Cap Growth Fund	New York
Salomon Global Horizons Global Equity Fund	Cayman Is.
Salomon Smith Barney AAA Energy Fund L.P. II	New York
Salomon Smith Barney Canada Holding Company	Canada
Salomon Smith Barney Diversified 2000 Futures Fund L.P.	New York
Salomon Smith Barney Fairfield Futures Fund L.P.	New York
Salomon Smith Barney Global Diversified Futures Fund L.P.	New York
Salomon Smith Barney Hicks Muse Partners L. P.	Delaware
Salomon Smith Barney Orion Futures Fund L.P.	New York
Salomon Smith Barney/Greenwich Street Capital Partners II, L.P.	Delaware
Salomon Smith Barney/Travelers Real Estate Fund, L.P.	Delaware
Salomon Smith Barney/Travelers REF GP, LLC	Delaware
Salomon Swapco Inc.	Delaware
Sansara Hotels India Private Limited	India
Saturn (Cayman) Holdings	Cayman Is.
Saturn Ventures, LLC	Delaware
SB AAA Master Fund LLC	New York
SB Cayman Holdings I Inc.	Delaware
SB Cayman Holdings II Inc.	Delaware
SB Cayman Holdings III Inc.	Delaware
SB Cayman Holdings IV Inc.	Delaware
SB Funding Corp.	Delaware
SB Motel Corp.	Delaware

46

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

SB Plano Corporation	Texas
SBHU Life Agency of Arizona, Inc.	Arizona
SBHU Life Agency of Indiana, Inc.	Indiana
SBHU Life Agency of Ohio, Inc.	Ohio
SBHU Life Agency of Oklahoma, Inc.	Oklahoma
SBHU Life Agency of Texas, Inc.	Texas
SBHU Life Agency of Utah, Inc.	Utah
SBHU Life Agency, Inc.	Delaware
SBHU Life Insurance Agency of Massachusetts, Inc.	Massachusetts
SBJV, LLC	Delaware
SBRFC, LLC	Delaware
SBS Insurance Agency of Hawaii, Inc.	Hawaii
SBS Insurance Agency of Idaho, Inc.	Idaho
SBS Insurance Agency of Maine, Inc.	Maine
SBS Insurance Agency of Montana, Inc.	Montana
SBS Insurance Agency of Nevada, Inc.	Nevada
SBS Insurance Agency of South Dakota, Inc.	South Dakota
SBS Insurance Agency of Wyoming, Inc.	Wyoming
SBS Insurance Brokerage Agency of Arkansas, Inc.	Arkansas
SBS Insurance Brokers of Kentucky, Inc.	Kentucky
SBS Insurance Brokers of New Hampshire, Inc.	New Hampshire
SBS Insurance Brokers of North Dakota, Inc.	North Dakota
SBS Life Insurance Agency of Puerto Rico, Inc.	Puerto Rico
Scanports Limited	England
Scanports Shipping, Inc.	Delaware
Schofield Developments Limited	British Virgin Is.
Schroder Wertheim & Co. Inc. 1996 European Investment Partnership L.P.	Delaware
Schroder Wertheim Holdings I Inc.	Delaware
Schroders Malaysia (L) Berhad	Malaysia
Scott Aircraft Ltd.	Japan
Scottish Provident (Irish Holdings) Limited	Ireland
SDL 1 Investor, L.P.	England & Wales
Sears Life Insurance Company	Texas
Sechsundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Sechzehnte Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Second Bai Yun Aircraft Ltd.	Japan
Secundus Nominees (Jersey) Limited	Jersey, Channel Is.
Seguros Banamex, S.A. de C.V., Integrante del Grupo Financiero Banamex	Mexico
Seguros Cuscatlan de Honduras, S.A.	Honduras
Seguros e Inversiones S.A.	El Salvador

47

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Sepraci 1 LLC	Delaware
Sepraci 3 LLC	Delaware
Servicios Comerciales S.A.C.I.M. y F.	Argentina
Servicios Corporativos Afore Banamex, S.A. de C.V.	Mexico
Servicios Corporativos Credito Familiar, S.A. de C.V.	Mexico
Servicios Corporativos de Finanzas, S.A. de C.V.	Mexico
Servicios Corporativos SBA, S.A. de C.V.	Mexico
Servicios Ejecutivos Banamex, S.A. de C.V.	Mexico
Servifondos, S.A. de C.V.	Mexico
Seven World Holdings LLC	Delaware
Seven World Technologies, Inc	Delaware
SFJV 2004-B, LLC	Delaware
SFL—Delaware LLC	Delaware
Shaanxi Ginwa Auto Trade Company Limited	China
Shanghai Hua Long Realty Ltd.	China
Shanghai Moon River Property Co. Ltd.	China
Shanghai Yong Tai Real Estate Development Company Ltd.	China
Shearson Mid-West Futures Fund	New York
Shearson Select Advisors Futures Fund L.P.	Delaware
Siebenundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
SIL Loan Funding LLC	Delaware
SIL2 Loan Funding LLC	Delaware
Silefed S.R.L.	Argentina
Silver Crest CBNA Loan Funding LLC	Delaware
Silver Crest CFPI Loan Funding LLC	Delaware
SISA, VIDA, S.A., Seguros de Personas	El Salvador
Skeet Nominees Pty Ltd	Australia
SKY CBNA Loan Funding LLC	Delaware
SKY CFPI Loan Funding LLC	Delaware
SL&H Reinsurance, Ltd.	Saint Kitts and Nevis
SLC Student Loan Receivables I, Inc.	Delaware
Smile Holdings Inc.	Japan
Smile Staff Co.,Ltd.	Japan
Smith Barney (Ireland) Limited	Ireland
Smith Barney AAA Energy Fund L.P.	New York
Smith Barney Bristol Energy Fund L.P.	New York
Smith Barney Cayman Islands, Ltd.	Cayman Is.
Smith Barney Consulting Partnership, LP	Delaware
Smith Barney Credit Services (Cayman) Ltd.	Cayman Is.

48

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Smith Barney Diversified Futures Fund L.P.	New York
Smith Barney Diversified Futures Fund L.P. II	New York
Smith Barney Global Markets Futures Fund L.P.	New York
Smith Barney Investors L.P.	Delaware
Smith Barney Life Agency Inc.	Louisiana
Smith Barney Mid-West Futures Fund LP II	New York
Smith Barney Potomac Futures Fund, L.P.	New York
Smith Barney Private Trust Company (Cayman) Limited	Cayman Is.
Smith Barney Private Trust GmbH	Switzerland
Smith Barney Realty, Inc.	Delaware
Smith Barney Risk Investors, Inc.	Delaware
Smith Barney Tidewater Futures Fund L.P.	New York
Smith Barney Venture Corp.	Delaware
Smith Barney Warrington Fund L.P.	New York
Smith Barney Westport Futures Fund L.P.	New York
Snowdonia (NFR) S.a r.l.	Luxembourg
Snowdonia S.a.r.l.	Luxembourg
Socie World Co., Ltd.	Japan
Sociedad de Inversiones Aval Card, S.A.	Honduras
SOL Loan Funding LLC	Delaware
SOL2 Loan Funding LLC	Delaware
Solvencia, S.A.	Guatemala
SOMANAD 1 LLC	Delaware
Southern Graphics Systems, Inc.	Delaware
Southside Thermal Sciences (STS) Limited	England
Sparks CBNA Loan Funding LLC	Delaware
Sparks CFPI Loan Funding LLC	Delaware
Spentex (Netherlands) B.V.	Netherlands
Spentex (Singapore) Pte. Ltd.	Singapore
Spentex Tashkent Toytepa LLC	Uzbekistan
SPL 1, Inc.	New York
Spring Hollow Logan LLC	Utah
SRI Venture No.1 Venture Capital Investment Limited Partnership	Japan
SSB BB Inc.	Delaware
SSB Capital Partners (Cayman) I, LP	Cayman Is.
SSB Capital Partners (DE-UK) I, LP	Delaware
SSB Capital Partners (Master Fund) I, LP	Delaware
SSB Capital Partners (UK) I, LP	England
SSB Capital Partners (US-UK) I, LP	Delaware
SSB Capital Partners I, LP	Delaware
SSB Greenwich Street Partners LLC	Delaware

49

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

SSB Keeper Holdings LLC	Delaware
SSB Private Management LLC	Delaware
SSB Vehicle Securities Inc.	Delaware
SSBCP Energy I, LLC	Delaware
SSBCP GP I Corp.	Delaware
SSBCPE Corp.	Delaware
SSBPIF GP Corp.	Delaware
SSS I CBNA Loan Funding	Delaware
SSS I CFPI Loan Funding LLC	Delaware
Stately & Co., L.L.C.	Delaware
Stedman CBNA Loan Funding LLC	Delaware
Stedman CFPI Loan Funding LLC	Delaware
Stewart Heights LLC	North Carolina
Stichting TST Dutch Foundation	Netherlands
STK CBNA Loan Funding LLC	Delaware
STK CFPI Loan Funding LLC	Delaware
Storms & Co., L.L.C.	Delaware
Strategic Industries, LLC	Delaware
Structured Products Corp	Delaware
STT, LLC	Delaware
Stuart & Co., L.L.C.	Delaware
Student Loan Corporation, The	Delaware
SUCCESS NETWORKS Corporation	Japan
Suir Aircraft Ltd.	Japan
Sumter Place Housing, LLC	South Carolina
Sundance Investment, LLC	Delaware
SunMattoon, L.P.	Illinois
Super Plus Limited	Hong Kong
Sustainable Development Investments Partnership I, L.P.	Delaware
Sustainable Developments Investments, LLC	Delaware
SW Holdings Inc.	Japan
Sweeney & Co., L.L.C.	Delaware
Sweet River Fund	Cayman Is.
Sweet River Fund Delaware LLC	Delaware
Sydney Aircraft Ltd.	Japan
T.I.M.L. S. de R.L. de C.V.	Mexico
Taiwan Socie World Company Ltd.	Taiwan
Targets Trust XXI	Delaware
Targets Trust XXII	Delaware
Targets Trust XXIII	Delaware
Targets Trust XXIV	Delaware
Targets Trust XXV	Delaware
Targets Trust XXVI	Delaware

50

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Tarjetas Cuscatlan, S.A.	Guatemala
Tarjetas de Oro S.A. de C.V.	El Salvador
TCEP Participation Corp.	New York
TCP Corp.	Delaware
Tele Fundo de Investimento em Acoes	Brazil
Telecomunicaciones Holding Mx, S. de R.L. de C.V.	Mexico
Telinvest S.A.	Brazil
Terrapin Point LLC	Delaware
Tertius Nominees (Jersey) Limited	Jersey, Channel Is.
TGI Citigroup I Ltd.	Cayman Is.
TGI Citigroup II Ltd.	Cayman Is.
THC2 Loan Funding LLC	Delaware
The Associates Payroll Management Service Company, Inc.	Delaware
The Citigroup Private Bank Employee Co-Investment Program (Feeder), Ltd.	Cayman Is.
The Citigroup Private Bank Employee Co-Investment Program II, LP	Delaware
The CPB Employee Co-Investment Program (Feeder) II, Ltd.	Cayman Is.
The Geneva Companies, LLC	Delaware
The Geneva Group, LLC	Delaware
THE NIKKO ENTERPRISES CO., LTD.	Japan
The Nikko Merchant Bank (S) Ltd	Singapore
The Putman Management Limited	Hong Kong
The Realty of Related Group-Vallarta, S. de R.L. de C.V.	Mexico
The Yield Book Inc.	Delaware
Third Bai Yun Aircraft Ltd.	Japan
Thomson Regional Newspapers Limited	England
Thomson Regional Newspapers Pension Fund	England
Thomson Regional Newspapers Pension Trust Limited	England
Tianjin Supreme Legend Auto Trading Company Limited	China
Tiger Holdings Alpha Inc.	Japan
Tiger Holdings Inc.	Japan
Tishman Speyer European Strategic Office Fund L.P.	England
Tishman Speyer/Citigroup Alternative Investments Associates V (Domestic), L.L.C.	Delaware
Tishman Speyer/CItigroup Alternative Investments International Real Estate Venture V, C.V.	Netherlands
Tishman Speyer/Citigroup Alternative Investments International Real Estate Venture V, L.P.	Delaware
Tishman Speyer/Citigroup Alternative Investments Real Estate Venture IV, L.L.C.	Delaware
Tishman Speyer/Citigroup Alternative Investments U.S. Real Estate Venture V, L.P.	Delaware
TLP S.A.	Panama
Tokyo Bay No.1 Investment Enterprise Partnership	Japan
Tokyo Discovery Venture Capital Investment Limited Partnership	Japan
Tonawanda II, L.P.	Tennessee
Total Alpha Investment Fund Management Company S.A.	Luxembourg
Translatin Satellite Communications Services Inc.	Bahamas
TRANSLINK MANAGEMENT I, L.L.C.	California

51

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

TranSouth Financial Corporation of Iowa	Iowa
Travelers Auto Leasing Corporation	Delaware
TRG Garrobo, S. de R.L. de C.V.	Mexico
Tribeca Aviation Partners, L.L.C.	Delaware
Tribeca Global Investments L.P.	Cayman Is.
Tribeca Global Management (Asia) Pte. Ltd.	Singapore
Tribeca Global Management (Europe) Ltd	England
Tribeca Global Management LLC	Delaware
Triones Amusement Holdings Y.K.	Japan
Triton Insurance Company	Texas
Truck Leasing Limited	New Zealand
Trumbull THC2 CFPI Loan Funding LLC	Delaware
TRV Employees Investments, Inc.	Delaware
TST International Fund V CV, GP, L.L.C.	Delaware
TST International Fund V, GP, LLC	Delaware
Turavent Oil AG	Switzerland
Turistica Cozumel, S.A. de C.V.	Mexico
Turkish Pharma Holdings Limited	Cayman Is.
Turkish Pharma Lux S.a.r.l.	Luxembourg
Tuscany International Holding, Inc.	Panama
TVH Estates Chennai Private Limited	India
Tyler Limited	Cayman Is.
U Broker Comercializadora de Seguros, S.A.	Costa Rica
U.S.A. Institutional Tax Credit Fund LIII L.P.	Delaware
U.S.A. Institutional Tax Credit Fund LIX L.P.	Delaware
U.S.A. Institutional Tax Credit Fund XLIX L.P.	Delaware
UAB “CPIO Gulbinai Gardens Holdings”	Lithuania
UAS Services Japan Limited	Japan
ULT CBNA Loan Funding LLC	Delaware
ULT CFPI Loan Funding LLC	Delaware
Umbrella Asset Services Hong Kong Limited	Hong Kong
Umbrella Asset Services Korea Ltd.	Korea, Republic of
Umbrella Hong Kong Finance Limited	Hong Kong
Umut Ilaç Ticaret ve Sanayi A.S.	Turkey
Uniao-Gerenciamento de Bens C. p. A.	Brazil
Unibolsa, Sociedad Anonima	Guatemala
United Auto Parts (Cayman) Limited	Cayman Is.
Universal Bancorp Services, Inc.	Delaware
Universal Card Services LLC	Delaware
Uno Broker Agencia De Seguros Y Fianzas, Sociedad Anonima	Guatemala
Uno Broker, S.A. <Honduras>	Honduras
Uno Broker, S.A. de C.V. <El Salvador>	El Salvador

52

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

Urban Park II, L.P.	Tennessee
UrbanEdge Hotels Private Limited	India
Urumqi Yanbao Auto Sales and Service Company Limited	China
Valores Cuscatlan de Panama, S.A.	Panama
Valores Cuscatlan Puesto de Bolsa, S.A.	Costa Rica
Valores Cuscatlan S.A. de C.V.	El Salvador
Verdugo Trustee Service Corporation	California
Verochris Corporation	Delaware
Vialattea LLC	Delaware
Victoria Court CBNA Loan Funding LLC	Delaware
Victory Associates, L.P.	Mississippi
Victory Capital Advisers	Delaware
Vidacos Nominees Limited	England
Vidapass, Sociedad Anonima de Capital Variable	Mexico
Vierundzwanzigste Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Vilnius Residential Holdings S.a r.l.	Luxembourg
VS CBNA Loan Funding LLC	Delaware
VS CFPI Loan Funding LLC	Delaware
VT Finance, Inc.	Delaware
Warrington GP LLC	Delaware
Warrington LP LLC	Delaware
Wasco Funding Corp.	New York
Washington & Watts LLC	Delaware
WAVE CBNA Loan Funding LLC	Delaware
WAVE CFPI Loan Funding LLC	Delaware
Weber & Co., L.L.C.	Delaware
Wertheim Energy Corporation	Delaware
West Ocean II, LLC	Delaware
Western and Clay LLC	Delaware
White One Asset Securitization Specialty Limited	Korea, Republic of
White River Y.K.	Japan
Windsor Capital YK	Japan
Wintergarden Resorts KK	Japan
Winthorpe LLC	Delaware
Wooster CBNA Loan Funding LLC	Delaware
Wooster CFPI Loan Funding LLC	Delaware
World Equity Partners, L.P.	Delaware
World Subordinated Debt Partners, L.P.	Delaware
WRRH Investors, LLC	Delaware
Xian Ginwa BMW Auto Service Company Limited	China
Y.K. Replus Road 8	Japan
YK MK Rock	Japan

53

Exhibit 21.01 Citigroup Inc. Principal Subsidiaries as of December 31, 2007

YK PC One	Japan
Yokohama Daigaku Entrepreneur incubation Investment Enterprise Partnership	Japan
Yonder Investment Corporation	Delaware
Yorkville CBNA Loan Funding LLC	Delaware
Yorkville CFPI Loan Funding LLC	Delaware
Yotaku Kanri KK	Japan
Yugen Kaisha Aries Credit Management	Japan
Yugen Kaisha Equus Credit Management	Japan
Yugen Kaisha Falco Credit Management	Japan
Yugen Kaisha New Harbor Property Holdings	Japan
Yugen Kaisha New Toko Hotel Management	Japan
Yugen Sekinin Chukan Houjin Amusement Holdings	Japan
ZAO “Citigroup Global Markets”	Russia
ZAO KB “Citibank”	Russia
Zehnte Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Zwoelfte Gamma Trans Leasing Verwaltungs GmbH & Co. Finanzierungs-Management KG	Germany
Zyoyo No.1 Investment Enterprise Partnership	Japan

¹ Citigroup Inc. owns 50% of CitiStreet LLC and its subsidiaries (*) in joint venture with State Street Corporation.

54

EX-23.01

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Citigroup Inc.:

We consent to the incorporation by reference in the Registration Statements on:

• Form S-3

Nos. 33-49280, 33-55542, 33-56940, 33-68760, 33-51101, 33-62903, 33-63663, 333-04809, 333-12439, 333-27155, 333-37992, 333-42575, 333-44549, 333-48474, 333-49442, 333-51201, 333-68949, 333-90079, 333-57364, 333-75554, 333-102206, 333-103940, 333-105316, 333-106510, 333-106598, 333-108047, 333-117615, 333-122925, 333-125845, 333-126744, 333-132177, 333-132370, 333-132373, 333-135163, 333-135867, 333-142849 and 333-146471; and

• Form S-8

Nos. 33-50206, 33-51769, 33-64985, 333-02809, 333-02811, 333-49124, 333-56589, 333-65487, 333-77425, 333-94905, 333-58460, 333-58458, 333-63016, 333-101134, 333-107166, 333-112928, 333-124635, 333-148844 and 333-148846

of Citigroup Inc. of our reports dated February 22, 2008, with respect to the consolidated balance sheets of Citigroup Inc. and subsidiaries (“Citigroup”) as of December 31, 2007 and 2006, the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, the related consolidated balance sheets of Citibank, N.A. and subsidiaries as of December 31, 2007 and 2006, and Citigroup’s effectiveness of internal control over financial reporting as of December 31, 2007, which reports appear in the December 31, 2007 Annual Report on Form 10-K of Citigroup. The aforementioned report with respect to the consolidated financial statements of Citigroup refers to changes, in 2007, in Citigroup’s methods of accounting for fair value measurements, the fair value option for financial assets and financial liabilities, uncertainty in income taxes and cash flows generated by a leverage lease transaction, and in 2006, in Citigroup’s methods of accounting for stock-based compensation, certain hybrid financial instruments, servicing of financial assets and defined benefit pensions and other postretirement benefits, and in 2005, in Citigroup’s method of accounting for conditional asset retirement obligations associated with operating leases.

/s/ KPMG LLP

New York, New York

February 22, 2008

EX-24.01

Exhibit 24.01

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 15, 2008.

/s/ C. Michael Armstrong

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Alain J.P. Belda

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Winfried F.W. Bischoff    

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 16, 2008.

/s/ George David

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Kenneth T. Derr

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 15, 2008.

/s/ John M. Deutch

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Roberto Hernandez Ramirez    

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Andrew N. Liveris

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Anne Mulcahy

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Richard D. Parsons

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Judith Rodin

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Robert E. Rubin

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 16, 2008.

/s/ Robert L. Ryan

POWER OF ATTORNEY

Annual Report on Form 10-K

Citigroup Inc.

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of Citigroup Inc., a Delaware corporation, do hereby constitute and appoint Vikram Pandit, Gary Crittenden and Michael S. Helfer, and each of them severally, to be my true and lawful attorneys-in-fact and agents, each acting alone with full power of substitution and re-substitution, to sign my name to an Annual Report on Form 10-K of Citigroup Inc. for the fiscal year ended December 31, 2007, and all amendments thereto, and to file, or cause to be filed, the same with all exhibits thereto (including this power of attorney), and other documents in connection therewith with the Securities and Exchange Commission, provided that such Annual Report on Form 10-K in final form, and any amendment or amendments thereto and such other documents, be approved by said attorneys-in-fact, or by any one of them; and I do hereby grant unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in or about the premises, as fully and to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have subscribed these presents as of January 14, 2008.

/s/ Franklin A. Thomas

EX-31.01

Exhibit 31.01

CERTIFICATION

I, Vikram S. Pandit, certify that:

1. I have reviewed this Annual Report on Form 10-K of Citigroup Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2008

/s/ Vikram S. Pandit

Vikram S. Pandit

Chief Executive Officer

EX-31.02

Exhibit 31.02

CERTIFICATION

I, Gary Crittenden, certify that:

1. I have reviewed this Annual Report on Form 10-K of Citigroup Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2008

/s/ Gary Crittenden

Gary Crittenden

Chief Financial Officer

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Citigroup Inc. (the “Company”) for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Vikram S. Pandit, as Chief Executive Officer of the Company, and Gary Crittenden, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Vikram S. Pandit

Vikram S. Pandit

Chief Executive Officer

February 22, 2008

/s/ Gary Crittenden

Gary Crittenden

Chief Financial Officer

February 22, 2008

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.01

Exhibit 99.01

Residual Value Obligation

Quarterly certificate for the quarter ended December 31, 2007

The information below is being disclosed pursuant to the Residual Value Obligation Agreement dated as of April 3, 2000 between Associates First Capital Corporation and the Chase Manhattan Bank, as Trustee. Terms used and not otherwise defined herein have the meaning assigned to them in the Residual Value Agreement.

Securitization Distribution Dates during quarter:	October 15, 2007	November 15, 2007		December 17, 2007
Allocation Dates during quarter:	October 16, 2007	November 16, 2007		December 18, 2007
Payment Date during quarter:				NA
AFCC Amount at beginning of quarter:			$	844,338,431
AFCC Amount at end of quarter:			$	875,410,569
On the Payment Date during the quarter:
Accrued RVO Payment Amount as of the immediately preceding Allocation Date:			$	—
Interest accrued on Accrued RVO Payment Amount since immediately preceding
Allocation Date:			$	—
Accrued RVO Payment Amount as of such Payment Date:			$	—
Number of RVO’s outstanding as of the applicable record date				N/A
Payment per RVO:			$	—
As of the first Allocation Date during the quarter:
Residual Cash Flow:
Residual Cash Flow Allocated for current period			$	749,596
(includes $584,438.94 of sale proceeds from previously charged off loans)
Cumulative Residual Cash Flow not covered by allocation (to be carried forward)			$	—
Excess Litigation Reserve allocated:			$	—
RVO Expenses:
Residual Cash Flow allocated to RVO Expenses:			$	0
Cumulative RVO Expenses not covered by allocation (to be carried forward):			$	0
Litigation Expenses:
Residual Cash Flow allocated to Litigation Expenses:			$	(0	)
Cumulative Litigation Expenses not covered by allocation (to be carried forward):			$	(0	)

AFCC Amount:
AFCC Amount at end of immediately preceding Allocation Date:	$	844,338,431
plus: AFCC Interest added on immediately preceding Securitization Distribution Date:	$	10,554,230
less: Residual Cash Flow allocated to AFCC Amount:	$	(749,596	)
AFCC Amount after allocation:	$	854,143,065
Accrued RVO Payment Amount:
Residual Cash Flow allocated to Accrued RVO Payment Amount on such Allocation Date:	$	—
plus: cumulative Residual Cash Flow allocated to, and cumulative interest accrued on, Accrued RVO Payment Amount since most recent Payment Date on which RVO Payments were made:	$	—
Accrued RVO Payment Amount on such Allocation Date:	$	—
As of the second Allocation Date during the quarter:
Residual Cash Flow:
Residual Cash Flow allocated for current period	$	142,373
Cumulative Residual Cash Flow not covered by allocation (to be carried forward)	$	—
Excess Litigation Reserve allocated:	$	—
RVO Expenses:
Residual Cash Flow allocated to RVO Expenses:	$	0
Cumulative RVO Expenses not covered by allocation (to be carried forward):	$	0
Litigation Expenses:
Residual Cash Flow allocated to Litigation Expenses:	$	(0	)
Cumulative Litigation Expenses not covered by allocation (to be carried forward):	$	(0	)
AFCC Amount:
AFCC Amount at end of immediately preceding Allocation Date:	$	854,143,065
plus: AFCC Interest added on immediately preceding Securitization Distribution Date:	$	10,676,789
less: Residual Cash Flow allocated to AFCC Amount:	$	(142,373	)
AFCC Amount after allocation:	$	864,677,481
Accrued RVO Payment Amount:
Residual Cash Flow allocated to Accrued RVO Payment Amount on such Allocation Date:	$	—
plus: cumulative Residual Cash Flow allocated to, and cumulative interest accrued on, Accrued RVO Payment Amount since most recent Payment Date on which RVO Payments were made:	$	—
Accrued RVO Payment Amount on such Allocation Date:	$	—

As of the third Allocation Date during the quarter:
Residual Cash Flow:
Residual Cash Flow allocated for current period	$	75,381
Cumulative Residual Cash Flow not covered by allocation (to be carried forward)	$	—
Excess Litigation Reserve allocated:	$	—
RVO Expenses:
Residual Cash Flow allocated to RVO Expenses:	$	0
Cumulative RVO Expenses not covered by allocation (to be carried forward):	$	0
Litigation Expenses:
Residual Cash Flow allocated to Litigation Expenses:	$	(0	)
Cumulative Litigation Expenses not covered by allocation (to be carried forward):	$	(0	)
AFCC Amount:
AFCC Amount at end of immediately preceding Allocation Date:	$	864,677,481
plus: AFCC Interest added on immediately preceding Securitization Distribution Date:	$	10,808,469
less: Residual Cash Flow allocated to AFCC Amount:	$	(75,381	)
AFCC Amount after allocation:	$	875,410,569
Accrued RVO Payment Amount:
Residual Cash Flow allocated to Accrued RVO Payment Amount on such Allocation Date:	$	—
plus: cumulative Residual Cash Flow allocated to, and cumulative interest accrued on, Accrued RVO Payment Amount since most recent Payment Date on which RVO Payments were made:	$	—
Accrued RVO Payment Amount on such Allocation Date:	$	—

EX-99.02

Exhibit 99.02

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Name of each exchange on which registered
Common Stock, par value $.01 per share	New York Stock Exchange
Depositary Shares, each representing 1/1,000th of a share of 6.5% Non-Cumulative Convertible Preferred Stock, Series T	New York Stock Exchange
Depositary Shares, each representing 1/1,000th of a share of 8.125% Non-Cumulative Preferred Stock, Series AA	New York Stock Exchange
7.625% Trust Preferred Securities of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
7.125% Trust Preferred Securities (TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.950% Trust Preferred Securities (TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.00% Trust Preferred Securities (TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.10% Trust Preferred Securities (TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.00% Trust Preferred Securities (TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.875% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.500% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.450% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.350% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
6.829% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
7.250% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange

7.875% Enhanced Trust Preferred Securities (Enhanced TruPS®) of Subsidiary Trust (and registrant’s guaranty with respect thereto)	New York Stock Exchange
Notes Exchangeable for the Common Stock of Pfizer Inc., Due 2008 *	American Stock Exchange
Index LeAding StockmarkEt Return Securities (Index LASERS sm) Based Upon the Dow Jones Industrial Average Due 2008 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the S&P 500® Index Due 2009 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Global Titans 50 Index sm Due 2009 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Nasdaq-100 Index Due 2009 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Industrial Average sm Due 2009 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the S&P 500® Index Due 2010 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Industrial Average sm Due 2010 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Global Titans 50 IndexSM Due 2010 *	American Stock Exchange
Principal-Protected Notes Based Upon a Group of Asian Currencies Due 2008 *	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the S&P 500® Index with Potential Supplemental Interest at Maturity Due 2008 +	American Stock Exchange
Principal-Protected Notes Based Upon a Group of Asian Currencies Due 2008 +	American Stock Exchange
Targeted Growth Enhanced Terms Securities (TARGETS sm) of Subsidiary Trust With Respect to the Common Stock of Motorola, Inc. +	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Russell 1000® Growth Index with Potential Supplemental Interest at Maturity Due 2009 +	American Stock Exchange
Portfolio Income STrategic Opportunity NoteS Based Upon the CBOE S&P 500 BuyWrite Index Due 2010 +	American Stock Exchange
Premium MAndatory Callable Equity-Linked SecuRitieS (PACERSSM) Based Upon American Depositary Receipts Representing H Shares of PetroChina Company Limited Due 2008 +	American Stock Exchange

Principal-Protected Equity Linked Notes Based Upon the Nikkei 225 Stock Average sm with Potential Supplemental Interest at Maturity Due 2009 +	American Stock Exchange
Premium MAndatory Callable Equity-Linked SecuRitieS (PACERSSM) Based Upon the PHLX Oil Service SectorSM Index Due 2008 +	American Stock Exchange
Targeted Growth Enhanced Terms Securities (TARGETS sm) of Subsidiary Trust With Respect to the Common Stock of Sprint Nextel Corporation +	American Stock Exchange
Index LeAding StockmarkEt Return Securities (Index LASERSSM) Based Upon the S&P 500® Index Due 2010 +	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the S&P 500® Index with Potential Supplemental Interest at Maturity Due 2011 +	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Industrial Average sm with Potential Supplemental Interest at Maturity Due 2010 +	American Stock Exchange
Premium mAndatory Callable Equity-linked secuRitieS (PACERSSM) Based Upon the Common Stock of Valero Energy Corporation Due 2008 +	American Stock Exchange
Principal Protected Equity Linked Notes Based Upon the MSCI EAFE Index® Due 2009 +	American Stock Exchange
Principal-Protected Equity Linked Notes Based Upon the S&P 100® Index Due 2010 +	American Stock Exchange
Stock Market Upturn Notes sm Based Upon the Hang Seng China Enterprises Index Due 2008 +	American Stock Exchange
Premium mAndatory Callable Equity-linked secuRitieS (PACERSSM) Based Upon American Depositary Receipts Representing the Ordinary Participation Certificates (“CPOs”) of Cemex S.A.B. de C.V. Due 2008 +	American Stock Exchange
Principal-Protected Trust Certificates Linked to the Dow Jones Industrial Average sm and the Nikkei 225 Stock Average sm Due 2010 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the Dow Jones Industrial Average sm Due 2008 +	American Stock Exchange
Index LeAding StockmarkEt Return Securities (Index LASERSSM) Based Upon the U.S.-Europe-Japan Basket Due 2010 +	American Stock Exchange

Principal-Protected Trust Certificates Linked to the S&P 500® Index, the Dow Jones EURO STOXX 50 IndexSM and the Nikkei 225 Stock AverageSM Due 2010 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Celgene Corporation Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Starbucks Corporation Due 2008 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the MSCI EAFE Index Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Intel Corporation Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Chesapeake Energy Corporation Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Monsanto Company Due 2008 +	American Stock Exchange
Principal-Protected Trust Certificates Linked to the Nikkei 225 Stock AverageSM Due 2011 +	American Stock Exchange
Premium mAndatory Callable Equity-linked secuRitieS (PACERSSM) Based Upon the Common Stock of eBay Inc. Due 2008 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the S&P 500® Index Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of NYSE Euronext, Inc. Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Lowe’s Companies, Inc. Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Hess Corporation Due 2008 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the iShares® MSCI Emerging Markets Index Fund Due 2008 +	American Stock Exchange
Principal-Protected Trust Certificates Linked to the Dow Jones Industrial AverageSM, the Dow Jones EURO STOXX 50 IndexSM, the Nikkei 225 Stock AverageSM and the S&P BRIC 40 Index® Due 2012 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the American Depository Receipts Representing Ordinary Participation Certificates of Cemex, S.A.B. de C.V. Due 2008 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the U.S.- Europe-Japan Basket Due 2009 +	American Stock Exchange

Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Exxon Mobil Corporation Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Halliburton Company Due 2008 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the Nikkei 225 Stock AverageSM Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of American Express Company Due 2008 +	American Stock Exchange
Premium mAndatory Callable Equity-linked secuRitieS (PACERSSM) Based Upon the S&P 500 IndexSM Due 2009 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Texas Instruments Incorporated Due 2008+	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Nucor Corporation Due 2008 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the Dow Jones EURO STOXX 50 IndexSM Due 2009 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Morgan Stanley Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Alcoa, Inc. Due 2008 +	American Stock Exchange
Principal-Protected Trust Certificates Linked to the S&P 500® Index, the Dow Jones EURO STOXX 50® Index and the Nikkei 225 Stock AverageSM Due 2013 +	American Stock Exchange
Premium mAndatory Callable Equity-linked secuRitieS (PACERSSM) Based Upon the Common Stock of eBay Inc. Due 2009 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Oracle Corporation Due 2008 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of Archer-Daniels-Midland Company Due 2009 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of the Federal National Mortgage Association Due 2009 +	American Stock Exchange
Equity LinKed Securities (ELKS®) Based Upon the Common Stock of AT&T Inc. Due 2009 +	American Stock Exchange

Equity LinKed Securities (ELKS®) Based Upon the Common Stock of the EMC Corporation Due 2009 +	American Stock Exchange
Stock Market Upturn NotesSM Based Upon the S&P 500® Index Due 2009 +	American Stock Exchange

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

Title of each class	Name of each exchange on which registered
Principal-Protected Equity Linked Notes Based Upon the Nasdaq-100 Index® Due 2009 +	The NASDAQ National Market

* Issued by Citigroup Global Markets Holdings Inc. (CGMHI), or a subsidiary trust of CGMHI, and includes registrant’s guaranty with respect thereto.

+ Issued by Citigroup Funding Inc. (CFI), or a subsidiary trust of CFI, and includes registrant’s guaranty with respect thereto.

EX-10.40.1

Exhibit 10.40.1

LEASE

between

RECKSON COURT SQUARE, LLC

Landlord

and

CITIBANK, N.A,

Tenant

PREMISES:

One Court Square,

25-01 Jackson Avenue

Long Island City, New York 11120

Dated: as of May 12, 2005

ARTICLE 1	Term and Fixed Rent	1
ARTICLE 2	Delivery and Use of Premises	5
ARTICLE 3	Taxes and Operating Expenses	8
ARTICLE 4	Surrender Option	22
ARTICLE 5	Subordination	25
ARTICLE 6	Quiet Enjoyment	26
ARTICLE 7	Assignment, Subletting and Mortgaging	27
ARTICLE 8	Compliance with Laws	32
ARTICLE 9	Insurance	35
ARTICLE 10	Landlord Transfer Restrictions	40
ARTICLE 11	Alterations	42
ARTICLE 12	Landlord’s and Tenant’s Property	48
ARTICLE 13	Repairs and Maintenance	51
ARTICLE 14	Electricity	51
ARTICLE 15	Services	52
ARTICLE 16	Access; Signage; Name of Building	52
ARTICLE 17	Notice of Occurrences	53
ARTICLE 18	Non-Liability and Indemnification	54
ARTICLE 19	Damage or Destruction	56
ARTICLE 20	Eminent Domain	60
ARTICLE 21	Surrender	63
ARTICLE 22	Conditions of Limitation	63
ARTICLE 23	Reentry by Landlord	67
ARTICLE 24	Damages	68
ARTICLE 25	Affirmative Waivers	71
ARTICLE 26	No Waivers	72
ARTICLE 27	Curing Tenant’s Defaults	72
ARTICLE 28	Broker	73
ARTICLE 29	Notices	74
ARTICLE 30	Estoppel Certificates	75
ARTICLE 31	Memorandum of Lease	76

TC-1

TABLE OF DEFINED TERMS

ARTICLE 32	No Representations by Landlord	76
ARTICLE 33	Easements	77
ARTICLE 34	Holdover	77
ARTICLE 35	Miscellaneous Provisions and Definitions	79
ARTICLE 36	Extension Terms	87
ARTICLE 37	Arbitration	94
ARTICLE 38	Confidentiality; Press Releases	96
ARTICLE 39	Rooftop; Tenant’s Antenna and Other Equipment	97
ARTICLE 40	Back-Up Power System	97
ARTICLE 41	Benefits Cooperation	98
ARTICLE 42	Intentionally Omitted	99
ARTICLE 43	Leasehold Mortgages	99
ARTICLE 44	Right Of First Offer To Purchase	107

TABLE OF SCHEDULES AND EXHIBITS

Schedule 1:	Fixed Rent Schedule
Schedule 2:	Employees
Schedule 3:	Current Occupancy Agreements
Exhibit A:	Legal Description
Exhibit B:	Not Used
Exhibit C:	Maintenance Schedule
Exhibit D:	Superior Mortgagee SNDA Agreement
Exhibit E:	Not Used
Exhibit F:	Not Used
Exhibit G	Landlord’s Non-Disturbance Agreement
Exhibit H:	Not Used
Exhibit I:	Form of Memorandum of Lease
Exhibit J:	Form of Restated and Amended Lease
Exhibit K:	Not Used
Exhibit L:	Site Plan (Adjacent Parcel)
Exhibit M-1:	Form of Tenant’s Estoppel
Exhibit M-2:	Form of Landlord’s Estoppel

TC-2

AAA	78
Additional Charges	3
Adjacent Parcel	77
Adjustment Date	81
Affiliate	28
Alterations	42
Amended and Restated Lease	23
and/or	82
Appeal Deadline	73
Arbitration Notice	89
Audit Notice	20
Audit Period	20
Audit Representative	21
Back-Up Power System	98
Back-Up Power System Area	98
Bankruptcy Code	64
Base Rate	82
Base Unit Elements	57
Benefits	99
Broker	73
Building	1
Building Systems	57
Business Day	81
Cables	77
Chillers	97
Citibank Tenant	28
Commencement Date	3
Comparable Buildings	31
Concourse	1
Confidential Information	96
control	28
Corporate Successor	28
CPI	81
CPI Fraction	81
CPI-AUC	81
Current Occupancy Agreements	27
Date of the Taking	60
Deemed Common Areas	43
Diesel Generator	97
Disaster Functions	59
Dispute Period	20
Escalated Rent	89
ETS&F	23
Excluded Obligations	30
Existing Agreements	9
Expiration Date	3
Extended Item Cost	18
Extended Item Dispute Notice	18
Extended Landlord Capital Item	10
Extended Landlord Capital Item Notice	18
Extension Election Notice	88
Extension Premises	88

TC-1

TABLE OF DEFINED TERMS

Extension Term	87, 88
Failing Party	94
Fifth Extension Term	87
Fifth Five Year Option	87
First Extension Term	87
First Five Year Option	87
First-Class Landlord Standard	18
Fixed Rent	3
Force Majeure Causes	80
Fourth Extension Term	87
Fourth Five Year Option	87
GAAP	8
Generator Area	97
Hardening Alterations	43
Hazardous Materials	83
herein	82
hereof	82
hereunder	82
holder of a mortgage	81
Holdover Stub Amount	78
Improvements Demolition Work	58
Improvements Restoration Work	58
Initial Alterations Request	42
Initiating Party	91
Institutional Investor	41
Insurance Cap	40
Insurance Election	39
Insurance Notice	39
Interest Rate	82
Land	1
Landlord	1, 82
Landlord Compliance Capital Item	8
Landlord Entity	41
Landlord Party	54
Landlord R&M Capital Item	8
Landlord Reimbursement Amounts	8
Landlord Reimbursement Items	8
Landlord Reimbursement Notice	20
Landlord’s Non-Disturbance Agreement	31
Landlord’s Notice	89
Landlord’s Submitted Value	91
landlord’s waiver	47
laws and requirements of any public authorities	81
lease	1
Leasehold Improvements	57
Leasehold Mortgage	99
Leasehold Mortgagee	100
Legal Requirements	81
Lobby	1
Lower Price	109
Market Value Rent	93
Material Alteration	43
Mechanical Areas	2

DT-2

TABLE OF DEFINED TERMS

Minimum Sublease Rent	32
mortgage	81
mortgagee	81
Mortgagee	1
Named Tenant	28
Net Recurring Additional Charges	9
Non-Capital Extended Landlord Items	11
Non-Controlling Interest	41
Non-Material Alteration	43
Non-Occupancy Lease	9
notices	74
Insurance Quote	39
Offer Contract	108
Offer Price	107
Offered Property	107
Offering Notice	107
Office Floor	1
Office Floors	1
Operating Expenses	9
Option 1	89
Option 2	89
Option One Extension Premises	88
Option Period	107
Option Three Extension Premises	88
Option Two Extension Premises	88
Partial Premises	48
Permitted Transfer	41
person	82
Premises	1
Prohibited Uses	7
Qualifying Sublease	31
Rating Threshold	39
Real Property	9
Reassessment Event	9
REBNY Standard	3
recognition agreement	47
Recorded Agreements	63
Records	20
Reimbursement Dispute Notice	20
Reimbursement Operating Expenses	10
Reimbursement Taxes	12
Rent Notice	88
Required Cert Proceeding	16
requirements of insurance bodies	82
Responding Party	91
Response Notice	89
Revocation Notice	89
Revocation Period	89
Second Alterations Request	42
Second Anniversary	40
Second Extension Term	87
Second Five Year Option	87
Specialty Alterations	49

DT-3

TABLE OF DEFINED TERMS

Sub-concourse	1
Sublease Document	30
Submetering Cost	24
Submetering Work	24
substantially the same	108
Subway Agreement	9
Succession Date	2
Superior Interests	100
Superior Mortgage	26
Superior Mortgagee	26
Superior Mortgagee SNDA Agreement	26
Surrender Date	22
Surrender Fee	25
Surrender Notice	22
Surrender Notice Period	22
Surrender Space	22
Tax Payment	15
Tax Year	13
Taxes	12
Temporary Taking Period	61
Tenant	1, 82
Tenant Compliance Capital Item	13
Tenant Party	54
Tenant R&M Capital Item	14
Tenant’s Collateral	47
Tenant’s Property	50
Tenant’s Submitted Value	91
Tenant-Funded Residual Cap Ex Amounts	14
Terms	108
Third Extension Term	87
Third Five Year Option	87
Transfer	41
Trust Deed Holders	1
Unapplied Submetering Cost	25
Undisputed Items	21
untenantable	59
UPS Area	97
UPS Battery System	97
Useful Life Estimate	18

DT-4

LEASE (this “lease”), dated as of May 12, 2005 between RECKSON COURT SQUARE, LLC, a Delaware limited liability company, having an office at c/o Reckson Associates Realty Corp., 1350 Avenue of the Americas, Suite 901, New York, New York 10019 (“Landlord”) and CITIBANK, N.A., a national banking association, having an office at having an office at One Court Square, Long Island City, New York 11120 (“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 fifty-two (52) story building with attached low-rise building and connecting rotunda (collectively, the “Building”) known as One Court Square in Long Island City, Queens County, 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 3^rd through 50^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 concourse of the Building (herein called the “Concourse”), the sub-concourse of the Building (herein called the “Sub-concourse”), and the 51^st, 52^nd and 53^rd

floor areas of the Building which are devoted to mechanical and roof top areas and are not usable for office use (herein collectively called the “Mechanical Areas”). Landlord and Tenant hereby covenant and agree that (i) no rentable square feet or amounts of rent payable hereunder shall be attributable to the Sub-concourse or to the Mechanical Areas or any other area that would constitute a common area if the Building were multi-tenanted and (ii) the Premises shall be deemed to contain an aggregate of 1,401,609 rentable square feet (which is the area on which Fixed Rent is determined hereunder) comprised as follows:

Office Floors:

3rd Floor	31,079	28th Floor	30,612
4th Floor	22,833	29th Floor	30,209
5th Floor	18,968	30th Floor	30,174
6th Floor	27,002	31st Floor	31,165
7th Floor	30,170	32nd Floor	31,165
8th Floor	30,170	33rd Floor	31,165
9th Floor	30,170	34th Floor	31,165
10th Floor	30,170	35th Floor	31,165
11th Floor	30,170	36th Floor	31,165
12th Floor	30,170	37th Floor	31,166
14th Floor	30,170	38th Floor	31,189
15th Floor	30,170	39th Floor	30,814
16th Floor	30,170	40th Floor	30,787
17th Floor	30,170	41st Floor	31,749
18th Floor	30,143	42nd Floor	31,749
19th Floor	29,806	43rd Floor	31,749
20th Floor	29,804	44th Floor	31,749
21st Floor	30,696	45th Floor	31,749
22nd Floor	30,696	46th Floor	28,338
23rd Floor	30,696	47th Floor	28,338
24th Floor	30,672	48th Floor	19,978
25th Floor	30,717	49th Floor	19,702
26th Floor	30,717	50th Floor	12,253
27th Floor	30,717

Lobby:

Retail space 11,775

Concourse:

2

Retail space	12,626
Storage space	1,667

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 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 May 11, 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”) for the Premises at the monthly rates set forth on Schedule 1 annexed hereto, which 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 of this lease, 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. The number of rentable square feet set forth in Section 1.02 for each Office Floor and for the retail and storage space located in the Lobby and Concourse shall be the basis for computing (i) Fixed Rent abatements or reductions in Fixed Rent pursuant to any of the provisions of this lease, which to the extent applicable shall be computed in accordance with Schedule 1, (ii) the rentable area of any Extension Premises comprising full floors or of any Surrender Space comprising full floors and the computation of the Surrender Fee with respect thereto, and (iii) Fixed Rent and Tenant’s Share under the Amended and Restated Lease. The rentable square footage of any partial floor, to the extent it needs to be determined with respect to any of the matters set forth in the preceding sentence, shall be computed using the REBNY Standard and applying a twenty-one percent (21%) loss factor thereto. For purposes of this lease, the term “REBNY Standard” shall mean establishing the useable area of a particular area by using the “Recommended Method of Floor Measurement for Office Buildings” effective

3

January 1, 1987 found in the Real Estate Board of New York, Inc. Diary and Manual dated 1989.

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.

1.07. If the term of this lease commences on a day other than the first day of a calendar month, or if the Expiration Date 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.

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

4

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 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.

ARTICLE 2

Delivery and Use of Premises

2.01. (a) Tenant acknowledges that Tenant has inspected the Premises and is fully familiar with the condition thereof. Tenant has accepted each floor of the Premises in their “as is” 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 any persons claiming by, through or under Tenant (including, without limitation, any subtenants of Tenant) for any lawful purposes, including, without limitation, administrative, executive and general offices and retail use (including, without limitation, a retail bank and automated teller machines), all of which are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof).

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 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

5

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 any floor 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 of this lease, Landlord shall not change the Certificate of Occupancy for the Building in a manner which shall (i) adversely affect Tenant’s use of the Premises for general, administrative and executive offices or any of the specific uses expressly permitted pursuant to this Section 2.02, including, without limitation, the ancillary and incidental uses described in Section 2.02(a) of the Amended and Restated Lease, or (ii) affect Tenant’s ability to obtain a valid construction permit for any Alterations in the Premises, or (iii) permit a use that is not ancillary to general, executive and administrative offices or is for a Prohibited Use, unless in each such case consented to by Tenant (which consent may be granted or withheld by Tenant in its sole discretion). At Tenant’s request, Landlord agrees to cooperate reasonably with Tenant, at Tenant’s sole cost and expense, in connection with any reasonable changes to the Certificate of Occupancy for the Building required by Tenant for any reasonable use of the Premises by Tenant, provided such use is permitted pursuant to the terms of this lease.

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 for other than executive and general offices or retail use 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 shall not subject Landlord or any of its principals to any civil or criminal liability therefor (except to the extent that Tenant agrees to indemnify and hold harmless Landlord and/or its principals from any such civil liability), and shall reimburse Landlord (as Additional Charges) for all reasonable out-of-pocket costs and expenses Landlord incurs in effecting said modifications or amendments within thirty (30) days after demand therefor accompanied by reasonably satisfactory documentation of such costs and expenses. 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 Building, and Landlord shall reasonably promptly execute and deliver any

6

applications, reports or related documents as may be requested by Tenant 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 such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Building which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises 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 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 Building 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, neither Landlord nor Tenant shall lease or sublease any space in 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 referred to in Section 2.02(a)(viii) 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 any entity that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential 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 Citibank Tenant or permitted under any Current Occupancy Agreement (so long as any such Currency Occupancy Agreement is in effect,

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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. 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.

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 not included within the definition of Tenant Compliance Capital Item. 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 (which useful life shall be determined in accordance with GAAP if and to the extent that GAAP provides a basis for determining such useful life), without reference to any provision of GAAP or otherwise permitting the acceleration of any such amortization to a period of amortization less than the useful life of the item in question, (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 following the second (2^nd) anniversary of the Commencement 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.

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(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 security of the Real Property, except to the extent that such costs constitute Taxes.

(g) “Real Property” shall mean, collectively, the Building and all fixtures, facilities, machinery and equipment used in the operation 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, including, without limitation, that certain (i) Subway Agreement dated as of July 8, 1986 by and among Tenant, Perennially Green, Inc. and The New York City Transit Authority acting for itself and on behalf of The City of New York, as amended and assigned through the date hereof and as may be hereinafter further amended (the “Subway Agreement”), (ii) Revocable Consent Agreement dated November 6, 1996, as amended, given by The City of New York Department of Transportation and accepted by Tenant, and (iii) Agreement dated         , 1990 between Tenant and The City of New York, as modified by that certain Revocable Consent Agreement dated         , 2000 (the agreements set forth in items (i)-(iii) are herein collectively called the “Existing Agreements”).

(h) “Reassessment Event” shall mean only the following events: (A) a voluntary or involuntary sale, exchange, partition (e.g., condominium conversion, it being understood and agreed the foregoing is not intended to permit Landlord to do so) or other transfer of an equity interest in the Land and/or Building or a lease or sublease of the entire Land and/or Building (or a material portion of the entire Land and/or the Building) to a party not intending to use the space so leased for its own occupancy or the occupancy of its Affiliates (herein called a “Non-Occupancy Lease”), or an option or agreement to do any of the foregoing, or (B) the voluntary or involuntary sale, exchange, or transfer (whether in a single transaction or a series of related transactions) of any direct or indirect beneficial interest in the entity constituting Landlord or the lessee under any Non-Occupancy Lease or an option or agreement to do any of the foregoing, or (C) the financing and/or refinancing of any indebtedness (whether in a single transaction or a series of related transactions) which financing or refinancing is secured or collateralized (in whole or in part) by a mortgage or other lien or security interest upon the Land and/or Building or any Non-Occupancy Lease.

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

(1) with respect to any Landlord Compliance Capital Item or Landlord R&M Capital Item which has a useful life determined in accordance with GAAP that extends beyond the Expiration Date or if Tenant has exercised the Surrender Option, has a useful life determined in accordance with GAAP that extends beyond the Surrender Date (herein collectively called an “Extended Landlord Capital Item”), that portion of the cost of any such Extended Landlord Capital Item that is allocable to the portion of its useful life occurring after the Expiration Date or the Surrender Date, as the case may be, amortized on a straight-line basis in accordance with GAAP; provided, however, that

(i) with respect to any Extended Landlord Capital Item performed during the initial term of this lease, if Tenant has exercised the Surrender Option, then the portion of the cost of any such Extended Landlord Capital Item that relates to the portion of its useful life occurring after the Surrender Date that is allocable to the Surrender Space will constitute Reimbursement Operating Expenses; and

(ii) with respect to any Extended Landlord Capital Item performed during the initial term of this lease or during any Extension Term, if Tenant has exercised an Extension Option with respect to less than the entire Premises, then the portion of the cost of any such Extended Landlord Capital Item that relates to the portion of its useful life occurring after the Expiration Date that is allocable to the portion of the Premises with respect to which Tenant has not exercised the Extension Option will constitute Reimbursement Operating Expenses, and

(iii) with respect to any Extended Landlord Capital Item performed 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.

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To illustrate and without limitation:

if Tenant shall have exercised the Surrender Option with respect to 20% of the Premises and on the first day of the year immediately preceding the Surrender Date 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 $1,800 will constitute Reimbursement Operating Expenses as it relates to the Surrender Space, representing 20% of the $9,000 portion of such cost attributable to the period following the Surrender Date;

if Tenant shall have exercised the First Five Year Option with respect to 50% of the Premises and on the first day of the last year of the initial term of this lease, 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 $4,500 will constitute Reimbursement Operating Expenses, representing 50% of the $9,000 portion of such cost attributable to the period following the expiration of the initial term of the lease; and

if with two (2) years remaining in the Fifth 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.

(2) with respect to items other than Extended Landlord Capital Items which are prepaid for a term which extends beyond the Expiration Date or the Surrender Date, as the case may be, (herein called “Non-Capital Extended Landlord Items”), such as an annual contract to clean snow and ice from in front of the Building paid in advance, that portion of the cost of any such Non-Capital Extended Landlord Item that is allocable to the period occurring after the Expiration Date or in the case of any Surrender Space, the Surrender Date, as the case may be (e.g., if Tenant pays $12,000

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with respect to such an annual contract that covers the last five (5) months of the term of this lease and the seven (7) months following thereafter, the sum of $7,000 will constitute Reimbursement Operating Expenses);

(3) amounts paid by Tenant which are thereafter reimbursed or credited to Landlord, whether by insurance or casualty or condemnation proceeds, warrantees or otherwise, together with interest thereon to the extent received by Landlord (except to the extent, but only to the extent, that Tenant is an indirect beneficiary of such reimbursement or credit); and

(4) expenses paid by Tenant and reimbursed directly to Landlord by third parties.

(j) “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 or in the case of any Surrender Space, allocable to the period occurring after the Surrender Date.

(k) “Taxes” shall mean (i) the real estate taxes, vault taxes, 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. If at any time during the term of this lease 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 real estate taxes, assessments and special assessments now imposed on real estate, 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; provided, however, that any such taxes, assessments, levies, impositions, fees or charges which are “in addition to” (as opposed to “in lieu of” or “as a substitute for”) taxes otherwise includable in this definition of Taxes shall only be deemed Taxes if such amounts, from and after the time of their imposition, shall generally be treated as Taxes in other leases entered into by Landlord and by landlords of Comparable Buildings with tenants leasing in excess of 200,000 rentable square feet. Any dispute between Landlord and Tenant as to whether any taxes, assessments, levies, impositions, fees or charges should be included in Taxes

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as amounts 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, 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, or as a substitute for, the whole or any part of such real estate taxes, assessments and special assessments now imposed on real estate. 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 (without suggesting that Landlord 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 (x) to an addition of an amenity in the Building which is not available for the use or benefit of Tenant (without suggesting that Landlord 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), or (z) a Reassessment Event, 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 or Reassessment Event, as the case may be.

(l) “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 of this lease, or such other period of twelve (12) months occurring during the term of this lease as hereafter may be duly adopted as the fiscal year for real estate tax purposes of the City of New York.

(m) “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 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

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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 same arises out of one or more of the causes set forth in clauses (a) through (e) of above, 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.

(n) “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.

(o) “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 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.

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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 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.

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 the term of this lease. 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 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.

(b) If Landlord or Tenant shall receive any refund or credit with respect to any Tax Payment made by Tenant, 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 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 of this lease (taking into account any Extension Option exercised by Tenant) Tenant shall exercise

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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 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, that to the extent Legal

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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.

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 (but subject to Landlord’s obligations under this Article 3), manage and operate the Real Property, pay all Operating Expenses, and, in accordance with the First-Class Landlord Standard and the maintenance program attached hereto as Exhibit C, maintain the Real Property 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, but subject to reimbursement of all or a portion of the cost thereof in accordance with the provisions of this Article 3). Subject to the applicable terms and conditions of this lease, Tenant shall also, at its sole cost and expense (but subject to Landlord’s obligations under this Article 3), provide such services to the Premises as may be required by Tenant and any persons claiming by, through or under Tenant. Tenant shall pay directly to the applicable vendors, as and when same become due and payable without penalty, the Operating Expenses incurred by Tenant in complying with its obligations under this Section 3.03(a).

(b) To the extent requested by Landlord, Tenant will schedule meetings with Landlord at the Building (but not more frequently than once per month) in which Tenant (and/or Tenant’s managing agent) will advise Landlord as to matters related to the management, operation and maintenance of the Building. 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) 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.

(c) Tenant shall not place or install (or permit to be placed or installed) any plaque or signage of any kind at the Real Property that identifies the managing agent for the Real Property.

(d) In connection with the anticipated expiration of the current management contract for the Building in calendar year 2006, if Tenant request proposals from unaffiliated third parties respecting the management of the Building (whether by

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itself or as part of a portfolio of properties), Tenant shall invite Landlord to participate in the bid process but shall have no obligation whatsoever to select Landlord.

(e) Tenant hereby covenants that all service, supply, management, leasing, franchise, maintenance, security, and all other agreements or contracts (including any amendment, modification, or amendment and restatement of any of the foregoing) entered into in connection with the use, operation, management, leasing, maintenance, and repair of the Real Property (but excluding any contract or agreement that would solely relate to Tenant’s premises if the Amended and Restated Lease was in effect) and in effect during the year immediately preceding the day following the Surrender Date, shall be terminable by Tenant on no more than thirty (30) days prior notice.

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 first-class 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”), and (iii) Tenant’s determination of the useful life of such Extended Landlord Capital Item (herein called the “Useful Life Estimate”). 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 ten (10) Business Days following the giving of an Extended Landlord Capital Item Notice, to give a notice to Tenant (herein called an “Extended Item Dispute Notice”), disputing (i) that the First-Class Landlord Standard has been met, (ii) the Extended Item Cost and/or (iii) the Useful Life Estimate. In the event that Landlord fails to give an Extended Item Dispute Notice within such ten (10) 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 Dispute 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 Dispute 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. In the event that Landlord fails to give an Extended Item Dispute Notice within such five (5) Business Day period, or in the event that Landlord gives a timely Extended Item Dispute 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 Dispute Notice, as the case may be. If Tenant shall in good faith competitively bid the Extended Landlord Capital Item to at least three (3) independent non-affiliated bidders (but Tenant shall have no obligation hereunder to bid such work)

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and include all such bids with the Extended Landlord Capital Item Notice, the next-to-lowest bid obtained shall be deemed to be reasonably prudent and economical (provided however that, subject to Landlord’s dispute rights set forth herein, it shall not be construed that a bid that is higher than such next-to-lowest bid is automatically deemed not to be reasonably prudent or economical). 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 Dispute 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 Dispute Notice.

(b) If Landlord gives a timely Extended Item Dispute Notice and the parties are unable to resolve the dispute within five (5) Business Days after the giving of the Extended Item 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. 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, 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 owner of a Comparable Building, 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.

(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; provided however that Landlord’s obligation to pay any Landlord Reimbursement Amounts payable by Landlord hereunder with respect to any such repair, alteration or

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improvement shall not be conditioned upon Landlord’s receipt of any of the foregoing items.

3.05. (a) At any time from and after the Expiration Date (or in the case Tenant exercises the Surrender Option, at any time following the Surrender Date with respect to the portion of Landlord Reimbursement Amounts that are allocable to the Surrender Space, or in the case Tenant exercises an Extension Option for less than the entire Premises, at any time following the commencement date of the applicable Extension Term with respect to the portion of Landlord Reimbursement Amounts that are allocable to the portion of the Premises that was not extended), 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 twenty (20) 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 twenty (20) day period, 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.

(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).

(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

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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 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 five (5) 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. The Audit Representative shall not be retained by Landlord on a contingency fee basis.

(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 (y) Tenant shall prevail in any arbitration with respect to any Landlord Reimbursement Amount and Landlord fails to pay such sum within twenty (20) days thereafter, then to the extent

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applicable, Tenant shall have the right to offset such Landlord Reimbursement Amount against the rent thereafter coming due under the Amended and Restated Lease, together with interest at the Interest Rate from the date of the Landlord Reimbursement Notice until the date such offset is taken.

(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 as well as the restatement of this lease pursuant to the Amended and Restated Lease.

ARTICLE 4

Surrender Option

4.01. Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a “Surrender Notice”) which may be given one or more times during the period commencing on September 20, 2009 up to and including September 30, 2011 (herein called the “Surrender Notice Period”), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called “Surrender Space”) consisting of two (2) or more full Office Floors on or above the 6^th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable square feet of the Premises, and thereafter send one or more Tranche 1 Surrender Notices during the Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors in any Surrender Notice) comprising up to an additional 189,816 rentable square feet (i.e., the Surrender Space shall not exceed 280,326 rentable square feet in the aggregate, inclusive of any space surrendered under the Original Lease). Any Surrender Notice shall identify the Surrender Space and indicate the date on which such Surrender Space will be surrendered, which date(s) may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month (any such date is herein called a “Surrender Date”). Any Surrender Space that is identified in a particular Surrender Notice must be contiguous but such space need not be contiguous with any Surrender Space identified in a subsequent Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so. Notwithstanding any of the foregoing, or anything to the contrary contained in the Amended and Restated Lease, if all or any portion of the Surrender Space or Building Systems which service the Surrender Space shall be partially or totally damaged or

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destroyed by fire or other casualty prior to the Surrender Date, then the Surrender Date with respect to any full floor portion of the Surrender Space so affected shall be postponed until such time as Tenant fully satisfies its restoration obligations with respect thereto in accordance with Section 19.02 and such affected portion of the Surrender Space is no longer untenantable (as such term is defined in Section 19.04.)

4.02. In the event of the giving of any Surrender Notice and provided the Surrender Fee has been paid to Landlord in accordance with Section 4.04, then, effective as of the Surrender Date:

(a) this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended as of the Surrender Date, to reflect all of the terms and conditions set forth in the form of Restated and Amended Lease annexed hereto as Exhibit J (the “Amended and Restated Lease”) modified only to complete, in accordance with the terms hereof, those items left blank by necessity on the Amended and Restated Lease, such as the description of the Premises, Tenant’s Share and the amount of Fixed Rent. Upon the request of either party, Landlord and Tenant shall sign and deliver the Amended and Restated Lease annexed hereto, with the completion of items as aforesaid; provided, however, that without limiting the remedies available to either party for the other party’s failure or refusal to so sign and deliver said Amended and Restated Lease, such failure by either party shall not in any way affect the aforesaid automatic restatement and amendment of this lease;

(b) Tenant shall surrender the Surrender Space in the condition required under Section 21.01 together with all equipment, tools and supplies then currently used in the operation of the Real Property (as opposed to those used in the operation of Tenant’s business at the Premises) as well as all lobby fixtures (but excluding any art work). Upon reasonable request by Landlord, Tenant shall execute and deliver to Landlord any instrument reasonably requested by Landlord to evidence the transfer of Tenant’s right, title and interest in any such equipment, tools, supplies and fixtures (collectively, “ETS&F”) to Landlord; it being understood and agreed that Tenant is not making any guarantees, representations or warranties with respect to the ETS&F and Landlord shall accept the ETS&F “as is” and with all faults and defects and without any liability to Tenant whatsoever with respect thereto. However, to the extent assignable and in Tenant’s possession, on or prior to the Surrender Date, Tenant shall deliver to Landlord all third party guaranties, warranties and manuals relating to the ETS&F. Tenant shall be entitled to retain the use of any horizontal and vertical cabling, conduit and/or any mechanical and electrical equipment located in the common and/or non-rentable areas of the Building (or such other areas outside of the common and/or non-rentable areas of the Building so long as same do not adversely affect the use of the Surrender Space) which is used in operating the portion of the Premises not so surrendered; and

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(c) Tenant shall, at its sole cost and expense (but subject to its right to off-set the cost thereof against the Surrender Fee in accordance with Section 4.04), install separate submeters (i) on each Office Floor of the Building and any equipment that exclusively services any such Office Floor, and (ii) for each separately demised retail and licensed space in or on the Building and any equipment that exclusively services any such areas, so that consumption of electricity in the Building can be measured (i) on a floor by floor basis with respect to each Office Floor and (ii) separately for each separately demised retail and licensed space in or on the Building, all in substantial conformance with the methodology set forth in that certain Comprehensive Sub-Metering System Installation Proposal dated April 6, 2005 from MCE Metering Services, Inc. or such other reasonable system recommended by Landlord provided the cost to install and implement such system does not exceed $500,000 unless Landlord agrees to incur such excess cost and such system provides equal or better functionality at similar on-going operating costs (such work herein called the “Submetering Work”, and the cost thereof is herein called the “Submetering Cost”).

4.03. Landlord and Tenant agree that, as of expiration of the term of this lease or as of the Surrender Date, as applicable, Landlord may either (x) offer the same employment by Landlord (or by the property manager engaged by Landlord) to any or all employees set forth on Schedule 2 (as such list may be updated from time to time by Tenant so as to appropriately reflect the employees employed as of the end of the term of this lease or as of the Surrender Date, as the case may be) who are union employees under their then current employment contracts or agreements, including any collective bargaining agreements or (y) terminate the employment of any or all such employees at the Real Property; provided, that, Landlord shall give consideration to (but in no event be bound by) the recommendations of Tenant with respect to the retention of any such employees. Landlord acknowledges that, (i) if Landlord terminates any of such union employees or (ii) if Landlord terminates any of the cleaning contractor, building engineer or carpenter of the Building or requires those companies to reduce their employees at the Real Property from those listed on Schedule 2 and, as a result, any of the union employees engaged by such companies are terminated, then certain termination benefits may be payable with respect to such terminated employees. Landlord agrees that it shall be liable for the payment of all such termination benefits and hereby agrees to indemnify and hold harmless Tenant and any other Tenant Party from and against any loss, cost, damage, liability or expense (including, without limitations, reasonable attorneys’ fees, court costs and disbursements) incurred by Tenant or any other Tenant Party arising from or by reason of Landlord’s failure to pay such termination benefits as and when due and payable; provided, that, Tenant shall be responsible for the payment of termination benefits payable to any of such employees who provided services that solely benefited Tenant (as opposed to the Building or Real Property as a whole), and Tenant shall indemnify and hold Landlord harmless from and against any loss, cost, damage, liability or expense (including, without limitations, reasonable attorneys’ fees, court costs and disbursements) incurred by Landlord arising from or by reason of Tenant’s failure to pay such termination benefits as and when due and payable. Notwithstanding anything to the

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contrary contained in this Section 4.03, Landlord and Tenant agree that Tenant shall not have any liability hereunder with respect to the termination of employment of any employees who do not spend the predominance of their time providing services to the base building operations at the Real Property.

4.04. As a condition to the effectiveness of the exercise of the Surrender Option and the termination of this lease as it relates to the Surrender Space as of the Surrender Date, Tenant shall pay to Landlord an amount equal to (1) the product of (x) the then annual Fixed Rent per rentable square foot attributable to the Surrender Space, and (y) the rentable square feet of the Surrender Space, less (2) the Submetering Cost (not to exceed $500,000.00) (such amount is herein called the “Surrender Fee”). One-half of the Surrender Fee (without taking into account the off-set of the Submetering Cost) shall be payable by Tenant to Landlord upon the exercise of the Surrender Option and the other half (after taking into account the off-set of the Submetering Cost) upon the Surrender Date. To the extent the Submetering Cost is not fully applied against the Surrender Fee as of the Surrender Date (i.e., the Submetering Cost, subject to the $500,000.00 cap, exceeds the Surrender Fee, such excess herein called “Unapplied Submetering Cost”), the Unapplied Submetering Cost may be offset against the Surrender Fees payable under the Amended and Restated Lease with respect to all additional Tranche 1 Surrender Space and Tranche 2 Surrender Space (as such terms are defined in the Amended and Restated Lease). The Surrender Fee shall be accounted for by the parties and considered for all purposes as a fee for the termination of this lease as it relates to the Surrender Space and not as payment or consideration for the use or occupancy of the Premises. Landlord shall have the right to dispute the amount of Submetering Cost as being prudent (but not the scope of the Submetering Work set forth in Section 4.02(c)) and economical by submitting the matter to a binding, expedited arbitration in accordance with the provisions of Article 37. If Tenant shall in good faith competitively bid the Submetering Work to at least three (3) independent non-affiliated bidders (but Tenant shall have no obligation hereunder to bid such work), the next-to-lowest bid obtained shall be deemed to be reasonably prudent and economical (provided however that, subject to Landlord’s dispute rights set forth herein, it shall not be construed that a bid that is higher than such next-to-lowest bid is automatically deemed not to be reasonably prudent or economical).

4.05. The provisions of this Article 4 shall survive the termination of this lease and of any restatement of this lease into the Amended and Restated Lease.

ARTICLE 5

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all mortgages which may now or hereafter affect

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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 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”.

5.02. Landlord hereby represents and warrants that there is no Superior Mortgage as of the date hereof.

5.03. (a) Intentionally Omitted.

(b) With respect to any and all future Superior Mortgages, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee 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 of this lease, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this 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.

5.04. Tenant’s interest in this lease, as this lease may be modified, amended, restated or supplemented, shall not be subject or subordinate to any other lease respecting all or any portion of the Real Property, including, without limitation, any ground leases.

ARTICLE 6

Quiet Enjoyment

6.01. So long as Tenant is not in default hereunder beyond the expiration of any applicable notice and cure periods, 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

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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 no assignee of this lease shall be a person that is entitled to sovereign immunity, and/or (b) for so long as a Citibank Tenant is the tenant under this lease (but not otherwise), mortgage, pledge, encumber or otherwise hypothecate this lease or 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 (i) this lease is 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) 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 during the term of this lease 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. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any tier) of Tenant market all or any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy Agreements.

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

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“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 Citibank Tenant by merger, consolidation or reorganization or (ii) a purchaser of all or substantially all of the assets of a Citibank Tenant.

“Named Tenant” shall mean Citibank, N.A.

“Citibank 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 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, 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

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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. 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, the Named Tenant and any subsequent assignor of this lease 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 an Affiliate of the Named Tenant or such subsequent assignor, as the case may be, and Landlord has been notified in writing thereof. Citibank, N.A. hereby expressly waives the right to assert any legal or equitable principle that would permit Citibank, N.A. to claim that it is not primarily liable as Tenant under this lease at any time following an assignment of this lease by Citibank, N.A., except to the extent Landlord agreed in writing to release Citibank, N.A. from liability under this lease or otherwise agreed in writing that Citibank, N.A. would not be primarily liable under this lease; it being understood and agreed that the foregoing shall not vitiate the provisions of the preceding sentence respecting any modification of this lease made after an assignment 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 Expiration Date.

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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;

(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 all of the terms and provisions of 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

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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.

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 ten (10) 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 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 first class office buildings located in Manhattan that are comparable to the Building (herein called “Comparable Buildings”);

(ii) which is with a subtenant which has, or whose guarantor of such subtenant’s obligations under such Qualifying Sublease (which guarantee shall be in a form reasonably acceptable to Landlord) has, as of the date of execution of such Qualifying Sublease, a net worth, exclusive of good will, computed in accordance with GAAP, equal to or greater than ten (10) times the annual Minimum Sublease Rent and Landlord has been provided with proof thereof reasonably satisfactory to Landlord;

(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 one full Office Floor; provided, that the requirements of this subclause (iv) shall not apply in the case of any retail space, the cafeteria and/or fitness center;

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(v) which is for a sublease term of not less than five (5) years;

(vi) which provides for rentals which on a rentable square foot basis are equal to or in excess of the Fixed Rent, Operating Expenses and Net Taxes Additional Charges 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 that is equal to all of the same economic terms and conditions (including, without limitation, Fixed Rent, Operating Expenses and Net Taxes Additional Charges) 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

(vii) grants to the subtenant no greater rights and imposes on the subtenant no lesser obligations than the rights granted to and obligations imposed on Tenant, respectively, pursuant to the form of Amended and Restated Lease, grants no lesser rights to Tenant, as sublessor, and imposes no greater obligations on Tenant, as sublessor, than the rights granted to and obligations imposed on Landlord pursuant to the form of Amended and Restated Lease.

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 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; provided, however, Landlord shall be responsible for any such compliance as it relates to Landlord’s Restoration Obligations, if any, under Article 19. 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

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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, 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, 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 if Tenant is a Citibank Tenant or if a non-Citibank Tenant or the guarantor of a non-Citibank Tenant shall then have a net worth, exclusive of good will, determined in accordance with GAAP of not less ten (10) times the potential cost of non-compliance, as reasonably determined by Landlord); 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, as an individual, 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.

(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, provided that (a) 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; (b) except as otherwise provided in this Section 8.02, before the commencement of such contest, Landlord shall furnish to Tenant a cash deposit or other security in amount, form

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and substance reasonably satisfactory to Tenant and shall indemnify Tenant 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 Landlord shall not be required to furnish any such cash deposit or other security if Landlord shall then have a net worth, exclusive of good will and its interest in the Real Property, determined in accordance with GAAP of not less ten (10) times the potential cost of non-compliance, as reasonably determined by Tenant); and (c) Landlord shall keep Tenant advised as to the status of such proceedings. Without limiting the application of the above, Tenant shall be deemed subject to a bona fide threat of prosecution for a crime if Citibank Tenant or any officer, director, partner, shareholder or employee of any of Citibank Tenant, as an individual, is charged with a crime of any kind or degree whatever, unless such charge is withdrawn or disposed of before Citibank 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:

(a) such Legal Requirement obligation is limited to the interior of the Premises, is not related to Hazardous Materials, is not structural in nature and the failure to comply with such Legal Requirement will not have an adverse effect on Building Systems or on the health or safety of any occupant of or visitor to the Building; and

(b) the failure to comply with such Legal Requirement will not (i) subject Landlord or any Superior Mortgagee to prosecution for a crime or any other fine or charge (unless Tenant agrees in writing to indemnify, defend and hold such parties harmless from and against any such fine or charge and actually pays any such fine or charge), (ii) subject the Premises or any part thereof to being condemned or vacated, or (iii) subject the Building or Land, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required under this lease.

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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 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.

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9.03. Tenant, at its expense, shall maintain at all times during the term of this lease (a) except if Tenant exercised the Insurance Election pursuant to Section 9.09, “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 Tenant and promptly following Landlord’s request, Tenant will advise Landlord of Tenant’s designation of full replacement value), 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 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 One Hundred Million Dollars ($100,000,000) combined single limit for bodily injury and property damage liability in any one occurrence, and (f) 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 (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 if Tenant is not self insuring, with the right to make claims under the insurance contract, provided that Landlord provides Tenant with at least seven (7) days notice in advance of making any such claim and further provided that Landlord will not adversely effect any prosecution of claim by Tenant thereunder, 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 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- VIII 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

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other instruments which may be reasonably required to recover any such insurance monies.

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 of this lease 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 of this lease 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 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 of this lease 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 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 interests; provided, however, that the amount to which such insurance requirements may be increased shall not exceed an amount then being required by 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 Citibank, N.A. or its Corporate Successor 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 of this

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lease, (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, (b) boiler and machinery insurance to the extent Landlord maintains and operates such machinery with minimum limits of $100,000,000 per accident, (c) business interruption or loss of rents insurance, and (d) 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 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 9.03. 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- VIII 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; 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 that are Real Estate Investment Trusts 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 rates.

9.08. Notwithstanding anything to the contrary contained in this lease, Citibank, N.A. or 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

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“self insurance”), provided (i) the same does not thereby decrease the insurance coverage or limits sets forth in Section 9.03 and (ii) Citibank, N.A. 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”). Tenant hereby advises Landlord that as of the date hereof, and until further notice from Tenant, Tenant elects to self insure. 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 of this lease, 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 Citibank, N.A. fails to meet the Rating Threshold, obtain the insurance required to be maintained by Tenant under Section 9.03 through one or more carriers each having 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. At Landlord’s option, Tenant shall obtain such insurance through carrier(s) having a long term credit rating of AA (or its equivalent) by Standard & Poors, or any successor in interest, and Moody’s, or any successor in interest; provided, however, Landlord shall be obligated to pay Tenant for the incremental cost of such insurance in excess of $225,000 per annum, as such $225,000 threshold may be increased on an annual basis by the actual increase in costs to Tenant to obtain such additional coverage but in no event shall any such increase exceed five percent (5%) in any year. Tenant shall provide Landlord with reasonable evidence of such coverage and the cost thereof.

9.09. At any time during the last two years of the term of this lease (unless Citibank, N.A. or its Corporate Successor has delivered a Surrender Notice) 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, Citibank, N.A. or its Corporate Successor 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 (or such shorter period reasonably designated by Landlord as is then commercially reasonable taking into account the then market conditions) after Tenant’s receipt of the Insurance Quote, Tenant shall notify Landlord of Tenant’s election (1) to accept the Insurance

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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 (the “Insurance Cap”), as such Insurance Cap may increased by the actual increase in such insurance costs to Landlord; 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 Section 9.06 and Section 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 of this lease. Tenant shall have the same right to audit and dispute such insurance costs as is available to Tenant under Section 3.03 of the Amended and Restated Lease, and for purposes hereof said Section shall be deemed incorporated herein by reference.

9.10. For so long as Tenant self insures, Tenant shall reimburse Landlord for Landlord’s actual cost in obtaining additional insurance; provided, that, in no event shall such reimbursement exceed $225,000 per annum, as such $225,000 threshold may be increased on an annual basis by the percentage of actual increase in Landlord’s actual cost for obtaining substantially similar coverage but in no event shall any such increase exceed five percent (5%) in any year. Landlord shall provide Tenant with reasonable evidence of such coverage and the cost thereof.

ARTICLE 10

Landlord Transfer Restrictions

10.01. Except for Permitted Transfers (which shall be permitted prior to the second anniversary of the Commencement Date (the “Second Anniversary”) without Tenant’s consent), prior to the Second Anniversary neither the Real Property (nor any portion thereof) nor any interest of Landlord in this lease shall be sold, assigned, or otherwise transferred, whether by operation of law or otherwise, nor shall any of the issued or outstanding capital stock, membership interest, partnership interest or any equity interest of any Landlord Entity, be (voluntarily or involuntarily) sold, assigned or

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transferred, whether by operation of law or otherwise, nor shall there be any merger or consolidation of any such corporation or other entity into or with another corporation or other entity (other than another Landlord Entity) nor shall additional stock or other interests in any Landlord Entity be issued if the issuance of such additional stock or other interests will result in a change of the controlling stock or other interest of ownership of such corporation, nor shall any general partner’s interest in a partnership which is Tenant be (voluntarily or involuntarily) sold, assigned or transferred (each of the foregoing transactions being herein referred to as a “Transfer”).

10.02. For purposes of this Lease:

(a) “Landlord Entity” means (i) the entity which is Landlord (provided such entity has no significant assets other than the Real Property) and (ii) any other entity which has no significant assets other than a direct or indirect interest in Reckson Court Square, LLC as of the date of this lease.

(b) “Permitted Transfer” means (i) any Transfer of a direct or indirect interest in any Landlord Entity by will or intestacy, (ii) any Transfer of a direct or indirect interest in any Landlord Entity listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers, (iii) (A) any Transfer of a direct or indirect non-controlling interest (which for purposes hereof shall mean an interest of not more than 75% and which at the time of the Transfer does not have day-to-day management of the entity in question, but may have rights with respect to voting on major decisions of such entity) in any Landlord Entity (a “Non-Controlling Interest”) to an Institutional Investor (provided, that the foregoing shall not be deemed to prohibit any subsequent assumption by the Institutional Investor of management rights by the exercise of rights which are customary in joint ventures with Institutional Investors) and (B) any Transfer of a Non-Controlling Interest by one Institutional Investor to another, (iv) any collateral assignment of any interest in any Landlord Entity as security for a loan, (v) (A) any Transfer of the Real Property, of any portion thereof or of any interest in any Landlord Entity, at a foreclosure sale or by transfer or assignment in lieu of foreclosure, and (B) any Transfer subsequent to a Transfer described in clause (A), except that for purposes of Article 44 only, such subsequent Transfers shall only constitute Permitted Transfers through and including the first Transfer by the foreclosing lender which results in the Real Property being owned by a party which is not an Affiliate of such lender and which had no interest in the foreclosed loan, (vi) any Transfer of the Real Property, of any portion thereof or of any interest in any Landlord Entity to an Affiliate of Landlord, (vii) any Transfer of ownership interests in any Landlord Entity among the persons who own interests in such Landlord Entity.

(c) “Institutional Investor” means any one or more of the following entities (or any department, agency, subsidiary or Affiliate of any of the

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following entities) whether acting for their own account or in a fiduciary or representative capacity (including for parties which are not themselves Institutional Investors): (i) a savings bank, a savings and loan association, a commercial bank, an investment bank, a trust company, an insurance company, a commercial credit corporation, a real estate investment trust, a mutual fund, a government entity, an investment company, a money management firm, opportunity fund or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, in each case having total assets (in name or under management) in excess of $500,000,000, (ii) a religious, educational or eleemosynary institution, a union, federal, governmental, state, municipal or secular employees’ welfare, benefit, pension or retirement fund, in each case having total assets of at least $500,000,000 or (iii) any other entity engaged regularly in the business of financing, owning or investing in real estate and/or leases having total assets (in name or under management) of at least $500,000,000.

10.03. Any Transfer by Landlord (other than Permitted Transfers) shall be subject to Tenant’s right of first offer set forth in Article 44.

ARTICLE 11

Alterations

11.01. Except as otherwise specifically provided in this lease, Tenant shall make no improvements, changes or alterations in or to the Premises (herein called “Alterations”) of any nature without Landlord’s prior written approval, which approval, when required in accordance with the provisions of this lease, shall be granted or withheld in accordance with the provisions hereinafter set forth. If Landlord shall fail to respond to Tenant’s written request for approval of any Alterations, which request shall be accompanied by drawings, plans and specifications in accordance with the provisions of Section 11.02(a) (herein called an “Initial Alterations Request”), within ten (10) days after such Initial Alterations Request is made by Tenant, with Landlord’s approval or disapproval with detailed comments thereon explaining the reasons for such disapproval, then Tenant shall have the right to give to Landlord a second notice (herein called a “Second Alterations Request”), and if Landlord shall fail to respond to such Second Alterations Request within five (5) Business Days after Landlord’s receipt thereof with Landlord’s approval or disapproval with detailed comments thereon explaining the reasons for such disapproval, then such Second Alterations Request shall be deemed approved by Landlord, provided that such Initial Alterations Request and Second Alterations Request shall have specifically referred to this Section 11.01 and specifically stated that Landlord must respond within such ten (10) day and five (5) Business Day periods or such Second Alterations Request for approval shall be deemed approved. With respect to any Alteration which has been approved (or deemed approved) by Landlord, Landlord shall sign, to the extent required, all applicable applications for

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building permits together with its approval (or deemed approval) of the subject Alteration (if such applications were submitted with Tenant’s Alteration request) or, if such applications were not submitted with Tenant’s Alteration request, within two (2) Business Days following Tenant’s submission of such applications.

Notwithstanding anything to the contrary set forth above and provided Tenant shall be in compliance with the applicable provisions of this Article 11, Tenant or any permitted subtenant or other permitted occupant of the Premises, may at its sole expense, without Landlord’s prior approval, undertake Non-Material Alterations. A “Material Alteration” is an Alteration which (1) materially affects (x) the exterior (including the appearance) of the Building or (y) the appearance of the areas below the 6^th floor of the Building that would constitute public areas of the Building (i.e., the lobby, plaza and rotunda) if the Amended and Restated Lease were in effect (herein called “Deemed Common Areas”) or (2) (x) materially adversely affects the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other service systems of the Building except to the extent any of the foregoing would exclusively serve Tenant’s premises in the Building if the Amended and Restated Lease were in effect (e.g., supplemental air conditioning unit), or (y) affects the structural integrity of the Building or (z) if following the Surrender Date or the commencement date of any Extension Term for which Tenant leases less than the entire Premises, would reduce the useable area of the Building by more than a de minimis extent (other than rentable area of the Premises continued to be leased by Tenant). Any Alteration which is not a Material Alteration is herein called a “Non-Material Alteration”. Landlord agrees not to unreasonably withhold or delay its consent to any Material Alteration. For purposes hereof, Landlord shall not be deemed to be acting unreasonably if it withholds consent to a Material Alteration which: (i) affects the exterior appearance of the Building or the appearance of the Deemed Common Areas, (ii) would have an a material adverse affect on the heating, ventilation and air-conditioning, mechanical, electrical, fire and life safety or plumbing facilities of the Building, or (iii) would have a material adverse affect on the structural integrity or strength of the Building, or (iv) would materially reduce the rentable area of the Building as set forth in clause (2)(y) above. Within the first eighteen (18) months of the term of this lease, Tenant shall commence and thereafter diligently prosecute to completion, upgrades to the Building’s elevators and escalators estimated to cost $6,500,000 in the aggregate. Notwithstanding anything to the contrary contained in this Section 11.01, the aforementioned upgrades shall not constitute a Material Alteration. Furthermore, Tenant intends (but shall have no obligation) to make certain Alterations respecting the “hardening” of the Building, including, (i) installing window film, (ii) reinforcement of the splice joints in the lobby of the Building, and (iii) installing a catch cable system (herein collectively called the “Hardening Alterations”). Notwithstanding anything to the contrary contained in this Section 11.01, the Hardening Alterations shall not constitute Material Alterations; provided, that, (i) with respect to the window film, same do not have a material aesthetic impact on the Building, and (ii) if in Landlord’s good faith judgment it finds the catch cable system aesthetically objectionable upon Tenant’s presentation of its proposed design of the catch cable system prior to installation, Tenant

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may (v) modify the design to adequately address Landlord’s concerns [whereupon Landlord’s approval shall not be unreasonably withheld], and Tenant shall not be required to remove or further modify same on or prior to the end of the term of this lease (or in the case Tenant exercises the Surrender Election, on or prior to the Surrender Date) as the case may be, or (w) Tenant may proceed with the installation without Landlord’s approval, in which case, on or prior to the end of term of this lease (or in the case Tenant exercises the Surrender Election, on or prior to the Surrender Date), Tenant shall (but only if at such time Landlord still finds the catch cable system in its then current state aesthetically objectionable), at Tenant’s option and at its sole cost and expense (x) remove the catch cable system and repair, restore or replace the affected windows to the condition existing prior to the installation of the catch cable system or (y) replace the catch cable system with an alternative system that is acceptable to Landlord taking into account the security requirements of Tenant.

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 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 Landlord’s approval, copies of such drawings, plans and specifications for the work to be done together with Tenant’s estimated cost thereof (but such submission shall, in the case of Non-Material Alterations, or in the case of revisions to Non-Material Alterations or to portions of previously approved Alterations which portions of such Alterations do not constitute Material Alterations, not be for Landlord’s approval but rather for the purpose of confirming, in Landlord’s reasonable judgment, that the proposed Alteration or revision is, in fact, a Non-Material Alteration or a revision of the type set forth above in this clause (ii), provided that no such submission shall be required if the provisions of the next succeeding sentence are applicable), and Tenant, subject to the deemed approval provisions set forth in Section 11.01, shall not proceed with such work until it obtains (but only to the extent same is required hereunder), Landlord’s written approval of such drawings, plans and specifications. 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. 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.

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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 bodies and with plans and specifications approved by Landlord (to the extent such approval is required hereunder). 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 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 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.

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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 thereof (or bond or otherwise remove such lien or encumbrance 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

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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,” 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.

11.09. Tenant shall have the right, during the term of this lease, to use all permits, licenses, certificates of occupancy, approvals, architectural, mechanical,

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electrical, structural and other plans, studies, drawings, specifications, surveys, renderings, technical descriptions, warranties, development rights 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.

ARTICLE 12

Landlord’s and Tenant’s Property

12.01. (a) Tenant shall have the exclusive right, during the term of this lease, 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 of this lease, 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. Notwithstanding the foregoing provisions, upon notice to Tenant no later than eighteen (18) months after the Expiration Date, Landlord, subject to the provisions of the last sentence of this Section 12.01(a), may require Tenant to reimburse Landlord for the actual and commercially-reasonable third-party out-of-pocket costs incurred by Landlord that are incremental to the removal of Specialty Alterations (i.e., and not the demolition costs that Landlord would have otherwise incurred) if Landlord shall have theretofore elected to remove any Specialty Alterations made by Tenant and to repair and restore in a good and workmanlike manner to good condition any damage to the Premises or the Real Property caused by such removal (other than due to the negligence of any Landlord Party or Landlord contractor); provided, however, that if Tenant shall exercise its right pursuant to Article 36 to extend the term of this lease with respect to less than the entire Premises (herein called the “Partial Premises”) or Tenant shall have exercised the Surrender Option, then, with respect to any Specialty Alterations located in or serving the Partial Premises or the Surrender Space, as the case may be, the rights of Landlord contained in this sentence shall relate to the eighteen (18) month period following the extended Expiration Date

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with respect to such Partial Premises, or the eighteen (18) month period following the Surrender Date with respect to the Surrender Space, as the case may be, and Landlord shall not remove any such Specialty Alterations prior to the extended Expiration Date with respect to such Partial Premises or the Surrender Date with respect to the Surrender Premises, as the case may be. As used herein, “Specialty Alterations” shall mean (i) slab cuts exceeding six (6) inches in diameter, excluding up to two (2) interconnecting staircases per floor (not to exceed a total of twenty (20) interconnecting staircases in the aggregate) in addition to any interconnecting staircases existing in the core of the Building, (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, (vi) any Alteration made after the date hereof, which leaves any Office Floor of the Premises with a supply of electricity less than that customarily required by tenants leasing space in Comparable Buildings as of the date hereof (but in no event, shall this provision be construed to permit Landlord to pass along to Tenant the cost of bringing additional electric service to the Building), (vii) rooftop installations, but not any wiring, risers or conduits in connection therewith, and (viii) any Alteration made after the date hereof, which leaves any Office Floor of the Premises with a supply of chilled water less than that customarily required by tenants leasing space in Comparable Buildings as of the date hereof (but in no event, shall this provision be construed to permit Landlord to pass along to Tenant the cost of increasing the Building’s supply of chilled water), and (ix) 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; 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. In addition, to the extent that Landlord actually incurs any other commercially-reasonable third-party out-of-pocket costs (including without limitation expediter fees) in effectuating modifications to the Certificate of Occupancy as a result of Tenant’s amendments thereto subsequent to the date hereof, Landlord may require Tenant to reimburse Landlord for such costs (subject to the same conditions described in the third sentence of this Section 12.01(a)).

(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.

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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 of this lease; 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.

12.03. At or before the Expiration Date of this lease (or within sixty (60) days after any earlier termination of this lease, or within sixty (60) days of the Surrender Date with respect to the Surrender Space) Tenant, at its expense, shall remove from the Premises (or the Surrender Space, as the case may be) all of Tenant’s furniture, equipment and other moveable personal property not affixed or attached to the Premises (except for such items thereof as Landlord shall have expressly permitted to remain, which property shall become the property of Landlord), and Tenant shall repair any damage to the Premises resulting from any installation and/or removal of Tenant’s Property; it being understood and agreed that notwithstanding anything to the contrary contained in this lease, Tenant shall have no obligation to remove any cabling or wiring installed by, or on behalf of Tenant, in the Premises, whether before or following the Commencement Date.

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, or within the Surrender Space for a period of sixty (60) days following the Surrender Date, may at the option of Landlord, 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, actual, out-of-pocket expenses in connection therewith, net of any amounts recovered by Landlord in respect of the disposition of such property, 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.

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ARTICLE 13

Repairs and Maintenance

13.01. Subject to the provisions of Article 3, Tenant shall, at its expense, throughout the term of this lease, 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. Subject to the provisions of Article 3 and to the extent any obligation of Landlord to repair and restore the Premises pursuant to Article 19, Tenant shall also 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.

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.

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 obligations pursuant to Section 12.01(a)(vii).

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 of this lease 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.

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ARTICLE 15

Services

15.01. Landlord shall not be required to provide any services to Tenant. 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.

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, and 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 fifteen (15) 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 shall have access to the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis.

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16.04. Throughout the term of this lease, 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; provided, that, Tenant shall not change or install any signage on the exterior of the Building, including the “Citi” signs located on all or any of the four elevations of the roof-top set back on the 52^nd floor of the Building, to reflect the name of any entity other than a Citibank Tenant and/or its Affiliates. 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.

16.05. Landlord and Tenant hereby acknowledge that the Building is currently designated and known as both “One Court Square” and “Citicorp At Court Square”. Landlord hereby agrees that it shall not change the name of the Building or 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, change the name of the Building to reflect the name of any Citibank Tenant and/or its Affiliates. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to include in any Extension Election Notice given in accordance with the provisions of Article 36 an election (herein called the “Naming Rights Election”) to relinquish all of Tenant’s rights set forth in this Section 16.05 with respect to the naming of the Building or all or any portion (as determined by Tenant) of Tenant’s rights set forth in Section 16.04 to exterior signage or both of said naming and signage rights (herein as applicable called the “Naming Rights”) in which event (i) the Naming Rights shall expire and come to an end on the day immediately preceding the commencement date of the Extension Term immediately following the giving of such Extension Election Notice and (ii) the value of the Naming Rights relinquished shall be taken into account in determining the Market Value Rent for such Extension Term in accordance with the provisions of Section 36.06. In the event that Tenant does not exercise the Naming Rights Election, the applicable provisions of Article 36 hereof shall govern.

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 fire or other casualty in the Premises for which Landlord is required to maintain insurance or is otherwise material, 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.

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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, 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, 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) 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, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).

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18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord Party from and against any and all claims arising from or in connection with (a) the occupancy, conduct or management of the Real Property or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord, its agents, employees or contractors) in or about the Real Property during the term of this lease; (b) any act, omission (where there is an affirmative duty to act) or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall

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indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Tenant’s interest in the Premises). If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

ARTICLE 19

Damage or Destruction

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

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(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building’s Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; and (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire perimeter HVAC system on each floor of the Building.

19.02. If the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this lease shall not be terminated as hereinafter provided in this Article 19), then:

(a) Tenant (or in the case, Tenant has exercised the Insurance Election, Landlord, in which case, the obligations of Landlord under this Section 19.02 may herein be called “Landlord’s Restoration Obligation”) shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (it being understood and agreed that Tenant’s obligations under this Section 19.02 to restore and rebuild the Base Elements shall not be contingent upon receipt of proceeds or settlement of any insurance claims nor shall Tenant’s restoration obligations be contingent in any way on any alleged breach of non-performance by Landlord under the lease or any alleged invalidity of any provision of the lease), and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either

(A) repair the damage to and restore such portion of the Leasehold Improvements on such floor as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all Leasehold Improvements which are required to be installed therein to permit such floor to be used in compliance with

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applicable Legal Requirements (herein collectively called the “Improvements Restoration Work”); or

(B) demolish the Leasehold Improvements located on such floor (herein called the “Improvements Demolition Work”),

which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner.

The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for the Base Elements (but only if Tenant has not exercised the Insurance Election) and Leasehold Improvements shall be paid to Tenant, to be used by Tenant to restore and rebuild the Base Elements and perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If Tenant shall have exercised the Insurance Election and this lease shall be terminated by Tenant pursuant to this Article 19, then, Landlord shall pay to Tenant the portions of any proceeds of Landlord’s insurance policies that are attributable to any Tenant-Funded Residual Cap Ex Amounts.

19.03. If Tenant has not exercised the Insurance Election and all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty there shall be no abatement in Fixed Rent or Additional Charges under Article 3.

19.04. If Tenant has exercised the Insurance Election, then, in the case of any damage or destruction mentioned in this Article 19 that occurs during the period that Landlord is required to maintain insurance pursuant to Section 9.06 and Section 9.07 that results in at least one full floor of the Premises being rendered untenantable (and such affected portion of the Premises cannot be made tenantable within sixty (60) days from the date of such casualty), then effective as of the date of such casualty this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended to reflect all of the terms and conditions set forth in the form of Restated and Amended Lease as if the Surrender Date had occurred, and the premises demised to Tenant thereunder shall exclude the full floor portions of the Premises so rendered untenantable (with appropriate reductions in the Fixed Rent and Tenant’s proportionate share in operating expenses and real estate taxes). In the event of any damage or destruction mentioned in this Article 19 that occurs during the period that Landlord is required to maintain insurance pursuant to Section 9.06 and Section 9.07 that affects (x) one or more partial Office Floors and/or all or any portion of the retail and/or storage areas of the Premises in the Lobby and/or Concourse of the Building and/or all or any portion of the Deemed Common Areas and/or (y) one or more full Office Floors for which it is determined that same can be restored and made tenantable in less than the sixty (60) day period referred to above (irrespective of whether such restoration is

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completed with said sixty (60) days), then, in any such case, the respective repair and restoration obligations of Landlord and Tenant with respect thereto shall be as set forth in the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect) and Tenant shall be entitled to an abatement in rent with respect thereto in accordance with the terms of the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect). For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Except to the extent Tenant has exercised the Insurance Election, Landlord will not be obligated to carry insurance of any kind on the Base Elements, Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to

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repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

ARTICLE 20

Eminent Domain

20.01. If the whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date.

20.02. If twenty-five (25%) percent or more of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, or if permanent access to the Premises or Building shall be taken, Tenant may terminate this lease by giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This lease shall terminate on the date set forth in such notice from Tenant to Landlord, which date shall be no more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. Upon such partial taking and this lease continuing in force as to any part of the Premises, the Fixed Rent and Additional Charges shall be adjusted according to the rentable area remaining.

20.03. Landlord shall be entitled to receive the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord all of its right, title and interest in and to every such award or payment; provided, however, that Tenant shall have the right to make a claim for the value of Tenant’s moving expenses, and for any of Tenant’s Property and any of Tenant’s furniture, fixtures and equipment taken and, if the provisions of Section 20.05 apply, for the cost of Tenant’s restoration obligations thereunder.

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20.04. (a) If the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose during the term of this lease, Tenant shall be entitled to receive the entire award or payment for such taking. Unless this lease shall be terminated as provided in Section 20.04(b) or Section 20.04(c), this lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder.

(b) If the period of any taking of the temporary use and occupancy of fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises (a “Temporary Taking Period”) shall exceed twelve (12) months, Tenant may terminate this lease with respect to (x) the portion of such Office Floor or the portion of the entire Premises so taken, (y) the entirety of any such Office Floor or (z) the entirety of the Premises, as the case may be. In the event that Tenant becomes entitled to terminate this lease in whole or in part pursuant to the preceding sentence, Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which the Temporary Taking Period ends, and unless the Temporary Taking Period shall end prior to the expiration of thirty (30) days from Tenant’s giving of such notice, this lease and the term and estate hereby granted (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof.

(c) In the event that it shall be determined or the parties shall receive notice that the Temporary Taking Period with respect to fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises is expected to exceed the shorter of (x) eighteen (18) months and (y) the remainder of the term of this lease (as the same may have theretofore been extended in accordance with Article 36), Tenant shall have the right, within sixty (60) days after the date of such determination or notice, as applicable, to terminate this lease with respect to (i) the portion of such Office Floor or the portion of the entire Premises so taken, (ii) the entirety of any such Office Floor or (iii) the entirety of the Premises, as the case may be, and on the date set forth in such notice, which shall not in

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any event be more than ninety (90) days after the giving of such notice, this lease will terminate (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof.

20.05. In the event of a taking of less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises which does not result in a termination of this lease, (a) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Tenant shall deem desirable) and so as to constitute a complete and rentable Building and (b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant’s option, to repair all or such portions of Tenant’s Property as Tenant may elect to repair and (ii) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either:

(A) repair the remaining parts of the Leasehold Improvements on such floor as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all parts of the Leasehold Improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements; or

(B) demolish the Leasehold Improvements located on such floor.

Notwithstanding anything to the contrary contained herein, in the event of any taking pursuant to this Section 20.3, the entire award received by Landlord pursuant to Section 20.3 shall be held in trust by Landlord for the benefit of Tenant and paid to Tenant for application to the cost of restoration of the Base Elements in accordance with this Section 20.5 and subject to the provisions of Section 20.3, the balance of such award, if any remaining after such application, shall belong to Landlord.

20.06. The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of this Article 20, and in no event will any of the time periods set forth in this Article 20 be extended as the result of Force Majeure Causes.

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ARTICLE 21

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record (the “Recorded Agreements”) which Landlord took subject to at the time of its acquisition of the Real Property (as same are expressly set forth in Schedule 3.1(b) to the Purchase and Sale Agreement dated as of May 4, 2005 between Tenant, as seller, and Landlord, as purchaser) or permitted under Article 33, or otherwise consented to by Landlord and Tenant shall remove all of the Tenant’s Property therefrom except as otherwise expressly provided in this lease. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

ARTICLE 22

Conditions of Limitation

22.01. This lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary

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petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code (herein called the “Bankruptcy Code”) or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then Landlord (a) if such event occurs without the acquiescence of Tenant at any time after the event continues for one hundred eighty (180) days, or (b) in any other case at any time after such event continues for sixty (60) days after written notice thereof has been given by Landlord to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord, may give Tenant and any such Leasehold Mortgagee a notice of intention to end the term of this lease at the expiration of ten (10) days from the date of service of such notice of intention to Tenant and such Leasehold Mortgagee, and upon the expiration of said ten (10) day period this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the expiration date of this lease, but Tenant shall remain liable for damages as provided in Article 24.

22.02. This lease and the term and estate hereby granted are subject to the further limitations that:

(a) if Tenant shall default in the payment of any Fixed Rent or Additional Charges and such failure continues for (i) thirty (30) days after written notice thereof has been given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord and (ii) an additional thirty (30) days after written notice of such continued failure has been given to Tenant and any such Leasehold Mortgagee, or

(b) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this lease (other than a default in the payment of Fixed Rent or Additional Charges) and (i) such default shall continue and not be remedied within thirty (30) days after Landlord shall have given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord a written notice specifying the same, and (ii) such default shall thereafter continue and not be remedied within an additional thirty (30) days after Landlord shall have given to Tenant and any such Leasehold Mortgagee an additional written notice specifying the same, or, in the case of a default which cannot with due diligence be cured prior to the expiration of such additional thirty (30) day period, if Tenant, or such Leasehold Mortgagee shall not (A) prior to the expiration of such additional thirty (30) day period advise Landlord of its intention to take all steps reasonably necessary to remedy such default, (B) duly commence prior to the expiration of such additional thirty (30) day period, and thereafter diligently prosecute to completion, all steps reasonably necessary to remedy the default and (C) complete such remedy within a reasonable time after the date of said notice (or additional notice, as the case may be) of Landlord, or

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(c) if any event shall occur or any contingency shall arise whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 7 or Article 43 and (i) such event or contingency shall not be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after written notice thereof has been given by Landlord to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord and (ii) such event or contingency shall thereafter continue not to be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after a second written notice thereof has been given by Landlord to Tenant and any such Leasehold Mortgagee,

then in any of said cases Landlord may give to Tenant and any such Leasehold Mortgagee a notice of intention to end the term of this lease at the expiration of ten (10) days from the date of the service of such notice of intention, and upon the expiration of said ten (10) days this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this lease, but Tenant shall remain liable for damages as provided in Article 24. All notices given to Tenant and any such Leasehold Mortgagee under this Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

22.03. (a) If Tenant shall have assigned its interest in this lease, and this lease shall thereafter be disaffirmed or rejected in any proceeding under the Bankruptcy Code or under the provisions of any Federal, state or foreign law of like import, or in the event of termination of this lease by reason of any such proceeding, the assignor or any of its predecessors in interest under this lease, upon request of Landlord given within ninety (90) days after such disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent and Additional Charges then due and payable to Landlord under this lease to and including the date of such disaffirmance or rejection and (b) enter into a new lease as lessee with Landlord of the Premises for a term commencing on the effective date of such disaffirmance or rejection and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Charges and upon the then executory terms, covenants and conditions as are contained in this lease, except that (i) the rights of the lessee under the new lease, shall be subject to any possessory rights of the assignee in question under this lease and any rights of persons claiming through or under such assignee, (ii) such new lease shall require all defaults existing under this lease to be cured by the lessee with reasonable diligence, and (iii) such new lease shall require the lessee to pay all Additional Charges which, had this lease not been disaffirmed or rejected, would have become due after the effective date of such disaffirmance or rejection with respect to any prior period. If the lessee shall fail or refuse to enter into the new lease within ten (10) days after Landlord’s request to do so, then in addition to all other rights and remedies by reason of such default, under this

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lease, at law or in equity, Landlord shall have the same rights and remedies against the lessee as if the lessee had entered into such new lease and such new lease had thereafter been terminated at the beginning of its term by reason of the default of the lessee thereunder.

(b) If pursuant to the Bankruptcy Code Tenant is permitted to assign this lease in disregard of the restrictions contained in Article 7 (or if this lease shall be assumed by a trustee), the trustee or assignee shall cure any default under this lease and shall provide adequate assurance of future performance by the trustee or assignee including (i) of the source of payment of rent and performance of other obligations under this lease and (ii) that the use of the Premises shall in no way diminish the reputation of the Building as a first-class office building or impose any additional burden upon the Building or increase the services to be provided by Landlord. If all defaults are not cured and such adequate assurance is not provided within sixty (60) days after there has been an order for relief under the Bankruptcy Code, then this lease shall be deemed rejected, Tenant or any other person in possession shall vacate the Premises, and Landlord shall be entitled to retain any rent or security deposit previously received from Tenant and shall have no further liability to Tenant or any person claiming through Tenant or any trustee. If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any person, including, without limitation, any individual, partnership or corporate entity, who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (1) the name and address of such person, (2) all of the terms and conditions of such offer, and (3) the adequate assurance to be provided Landlord to assure such person’s future performance under this lease, including, without limitation, the assurances referred to in Title 11 U.S.C. Section 365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this lease.

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ARTICLE 23

Reentry by Landlord

23.01. If this lease shall terminate as provided in Article 22, Landlord or Landlord’s agents and employees may immediately or at any time thereafter reenter the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, or otherwise as permitted by law (but in no event by forcible entry), without being liable to indictment, prosecution or damages therefor (except to the extent resulting from Landlord’s negligence or willful misconduct), and may repossess the same, and may remove any person therefrom, to the end that Landlord may have, hold and enjoy the Premises. The word “reenter,” as used herein, is not restricted to its technical legal meaning. If this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this Article, 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, Tenant shall thereupon pay to Landlord the Fixed Rent and any and all Additional Charges payable up to the time of such termination of this lease (including without limitation any such Additional Charges payable pursuant to Section 24.05 and Article 27), or of such recovery of possession of the Premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 24.

23.02. In the event of a breach or threatened breach by Tenant of any of its obligations under this lease, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein. In the event of a breach or threatened breach by Landlord of any of its obligations under this lease, Tenant shall have the right of injunction in addition to any other remedy which may be available to Tenant hereunder, allowed at law or in equity. The remedies to which Tenant may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Tenant may lawfully be entitled at any time and Tenant may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.

23.03. If this lease shall terminate under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this 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, Landlord shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent or Additional Charges due from Tenant at the time of such termination or reentry or, at Landlord’s option, against any damages

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payable by Tenant under Article 24 or pursuant to law, with the balance, if any, to be promptly refunded to Tenant.

ARTICLE 24

Damages

24.01. If this lease is terminated under the provisions of Article 22, or if 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, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(a) a sum which at the time of such termination of this lease or at the time of any such reentry by Landlord, as the case may be, represents the then value of the excess, if any (assuming a discount at a rate per annum equal to the interest rate then applicable to United States Treasury Bonds having a term which most closely approximates the period commencing on the date that this lease is so terminated, or the date on which Landlord re-enters the Premises, as the case may be, and ending on the date on which this lease was scheduled to expire but for such termination or reentry), of (i) the aggregate amount of the Fixed Rent and the Net Taxes Additional Charges which would have been payable by Tenant (conclusively presuming the average monthly Net Taxes Additional Charges to be the same as were payable for the last twelve (12) calendar months, or if less than twelve (12) calendar months have then elapsed since the Commencement Date, all of the calendar months immediately preceding such termination or reentry) for the period commencing with such earlier termination of this lease or the date of any such reentry, as the case may be, and ending with the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises, over (ii) the aggregate fair market rental value of the Premises for the same period, or

(b) sums equal to the Fixed Rent and the Net Taxes Additional Charges which would have been payable by Tenant had this lease not so terminated, or had Landlord not so reentered the Premises, payable upon the due dates therefor specified herein following such termination or such reentry and until the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises; provided, however, that if Landlord shall relet the Premises during said period, or receive any other income or consideration in connection with the use or occupancy of the Premises or otherwise deriving therefrom (including without limitation through the receipt of insurance or condemnation proceeds), Landlord shall credit Tenant with the net rents received by Landlord from such reletting (or the net amounts of such other income or consideration), such net rents and other amounts to be determined by first deducting from the gross rents from such reletting (or the gross amounts of such other income or consideration) as and when received by Landlord the

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reasonable and actual expenses incurred or paid by Landlord in terminating this lease or in reentering the Premises and in securing possession thereof, as well as the reasonable and actual expenses of reletting (including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, reasonable legal fees, and all other customary and reasonable expenses properly chargeable against the Premises and the rental therefrom) or of realizing such other income or consideration, it being understood that any such reletting may be for a period shorter or longer than the remaining term of this lease; but in no event shall Tenant be entitled to receive any excess of such net rents or other amounts over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision to a credit in respect of any net rents from a reletting or any net amounts of such other income or consideration, except to the extent that such net rents or other amounts are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the rent received from such reletting and of the expenses of reletting.

If the Premises or any part thereof be relet by Landlord for the unexpired portion of the term of this lease, or any part thereof, before presentation of proof of such damages to any court, commission or tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Premises, or part thereof, so relet during the term of the reletting, provided that such reletting shall constitute a bona-fide arm’s-length third party transaction. Notwithstanding anything to the contrary contained in this lease, Landlord shall use reasonable efforts to relet the Premises, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions (that may include concessions and free rent periods) as Landlord may reasonably determine, provided, however, that Landlord shall not be liable in any way whatsoever for its failure to relet the Premises or any part thereof, or if the Premises or any part thereof are relet, for its failure to collect the rent under such reletting, and no such failure to relet or failure to collect rent shall release or affect Tenant’s liability for damages or otherwise under this lease.

If Landlord or any Affiliate of Landlord shall use or occupy the Premises or any portion thereof following the termination of this lease under the provisions of Article 22, the damages payable by Tenant pursuant to paragraph (b) above shall be reduced by the fair market rental value of the Premises or such portion thereof that is so occupied by Landlord or its Affiliate (or by the excess, if any, of such fair market rental value over the amounts, if any, actually paid by Landlord or such Affiliate in connection with such use or occupancy).

Notwithstanding anything to the contrary contained herein, Landlord shall not commence any action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) above prior to the date upon which any rights of any

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Leasehold Mortgagee pursuant to Article 43 (if applicable) to cure Tenant’s default and to request and receive a new lease have expired.

24.02. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this lease would have expired if it had not been so terminated under the provisions of Article 22, or had Landlord not reentered the Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to prove for and obtain as damages by reason of the termination of this lease or reentry on the Premises for the default of Tenant under this lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater than any of the sums referred to in Section 24.01. Notwithstanding any provisions of this lease to the contrary, Landlord shall not be liable to Tenant, and Tenant shall not be liable to Landlord, for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages to Landlord for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises), even if arising from any act, omission or negligence of such party or from the breach by such party of its obligations under this lease.

24.03. Intentionally Omitted.

24.04. In addition, if this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of Article 23, Tenant agrees that:

(a) the Premises then shall be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration of the term hereof;

(b) Tenant shall have performed prior to any such termination any covenant of Tenant contained in this lease for the making of any Alterations or for restoring or rebuilding the Premises or any part thereof; and

(c) for the breach of any covenant of Tenant set forth above in this Section 24.04, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay, as and for liquidated damages therefor, the cost of performing such covenant (as estimated by a reputable independent contractor selected by Landlord).

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24.05. In addition to any other remedies Landlord may have under this lease, and without reducing or adversely affecting any of Landlord’s rights and remedies under Article 22, if any installment of Fixed Rent or of any Additional Charges payable hereunder by Tenant to Landlord is not paid within five (5) Business Days after the due date thereof, the same shall bear interest at the Interest Rate from the due date thereof until paid, and the amount of such interest shall be an Additional Charge hereunder. For the purposes of this Section 24.04, a rent bill sent by first class mail, to the address to which notices are to be given under this lease, shall be deemed a proper demand for the payment of the amounts set forth therein. To the extent that Tenant is required under this lease to make any payments directly to third parties on behalf of Landlord, Tenant shall be responsible for any late charges or interest imposed by such third parties in the event that Tenant does not make such payments in a timely manner.

ARTICLE 25

Affirmative Waivers

25.01. Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or future law, to redeem the Premises or to have a continuance of this lease after being dispossessed or ejected therefrom by process of law or under the terms of this lease or after the termination of this lease as provided in this lease.

25.02. If Tenant shall be in default, after the expiration of any applicable notice and grace periods, in the payment of Fixed Rent or Additional Charges, Tenant waives Tenant’s right, if any, to designate the items to which any payments made by Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items which any such payments shall be credited.

25.03. Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, including, without limitation, any claim of injury or damage, and any emergency and other statutory remedy with respect thereto.

25.04. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Landlord to recover possession of the Premises (other than compulsory counterclaims), provided that nothing herein shall be deemed to preclude Tenant from bringing a separate action for any claim that Tenant may have hereunder.

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ARTICLE 26

No Waivers

26.01. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this lease or of the right to exercise such election, and such right to insist upon strict performance shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord or tender by Tenant of Fixed Rent or partial payments thereof or Additional Charges or partial payments thereof with knowledge of breach by Tenant or Landlord, as the case may be, of any obligation of this lease shall not be deemed a waiver of such breach.

26.02. If there be any agreement between Landlord and Tenant providing for the cancellation of this lease upon certain provisions or contingencies and/or an agreement for the renewal hereof at the expiration of the term, the right to such renewal or the execution of a renewal agreement between Landlord and Tenant prior to the expiration of the term shall not be considered an extension thereof or a vested right in Tenant to such further term so as to prevent Landlord from canceling this lease and any such extension thereof during the remainder of the original term; such privilege, if and when so exercised by Landlord, shall cancel and terminate this lease and any such renewal or extension; any right herein contained on the part of Landlord to cancel this lease shall continue during any extension or renewal hereof; any option on the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any option for a further extension beyond the first renewal or extended term, unless such additional options are expressly provided for herein.

ARTICLE 27

Curing Tenant’s Defaults

27.01. If Tenant shall default in the performance of any of Tenant’s obligations under this lease and such default continues after written notice and the expiration of the applicable grace period, if any, Landlord or any Superior Mortgagee without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant (provided such expense is commercially reasonable). If Landlord effects such cure by bonding any lien which Tenant is required to bond, Tenant shall obtain and substitute a bond for Landlord’s bond at its sole cost and expense and reimburse Landlord for the commercially reasonable cost of Landlord’s bond.

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27.02. Bills for any reasonable actual out-of-pocket expenses incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable actual out-of-pocket costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder, under or in connection with this lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this lease, and interest on all sums advanced by Landlord under this Section 27.02 and/or Section 27.01 (at the Interest Rate or the maximum rate permitted by law, whichever is less) may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable (as Additional Charges) in accordance with the terms of such bills, but not sooner than thirty (30) days after the rendering of such bills, together with reasonable documentation with respect to such expenses. Notwithstanding anything to the contrary contained in this Section, Tenant shall have no obligation to pay the costs, expenses or disbursements of Landlord in any proceeding in which there shall have been rendered a final judgment against Landlord, and the time for appealing such final judgment shall have expired (the “Appeal Deadline”) and within thirty (30) days following the Appeal Deadline, Landlord shall reimburse to Tenant any amounts on account thereof that were previously paid by Tenant to any such party together with interest thereon at the Base Rate calculated from the date such amounts were paid by Tenant until the date on which Tenant is so reimbursed in full.

ARTICLE 28

Broker

28.01 Landlord and Tenant each covenant, warrant and represent that, except for Citigroup Global Markets, Inc. (“Broker”) no broker was instrumental in bringing about or consummating this lease and that it had no conversations or negotiations with any broker concerning the leasing of the Premises to Tenant. Tenant agrees to indemnify and hold harmless Landlord against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of any conversations or negotiations had by Tenant with any broker (including Broker). Landlord agrees to indemnify and hold harmless Tenant against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of conversations or negotiations had by Landlord with any broker other than Broker. The provisions of this Article 28 shall survive the expiration or earlier termination of this Lease.

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ARTICLE 29

Notices

29.01. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made by either party to this lease or pursuant to any applicable law or requirement of public authority (collectively, “notices” ) shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed as follows:

If to Landlord as follows:

Reckson Court Square, LLC

c/o Reckson Associates Realty Corp.

1350 Avenue of the Americas

Suite 901

New York, New York 10019

Attn: Property Management

with a copy to:

Reckson Associates Realty Corp.

225 Broadhollow Road

Melville, New York 11747

Attn: General Counsel

If to Tenant as follows:

Citigroup Realty Services

One Court Square

Long Island City, New York 11120

Attn: Director of Real Estate

And

Citigroup Inc.

Corporate Law Department

909 Third Avenue, 15^th Floor

New York, New York 10043

Attn: Associate General Counsel of Real Estate

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with a copy to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

Attn: Dean A. Stiffle, Esq.

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third (3rd) Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Either party may, by notice as aforesaid, designate a different address or addresses for notices intended for it. Rent bills may be given by ordinary mail to Tenant’s first address above only, or to such other address as Tenant shall specify. Tenant may send proofs of payment of Additional Charges by ordinary mail to Landlord’s first address above only, or to such other address as Landlord shall specify.

29.02. Notices hereunder from Landlord may be given by Landlord’s managing agent, if one exists, or by Landlord’s attorney. Notices hereunder from Tenant may be given by Tenant’s attorney.

29.03. In addition to the foregoing, Landlord or Tenant may, from time to time, request in writing that the other party serve a copy of any notice on one other person or entity designated in such request, and Landlord shall also have the right to request in writing that Tenant serve a copy of any notice on any Superior Mortgagee, such service in any case to be effected as provided in Section 29.01 or 29.02.

29.04. All notices given by Landlord under Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

ARTICLE 30

Estoppel Certificates

30.01. Each party agrees, at any time and from time to time, as requested by the other party with not less than ten (10) Business Days’ prior notice, to execute and deliver to the other a statement in the form annexed hereto as Exhibit M-1 (with such

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other information concerning this lease as Landlord or any Superior Mortgagee may reasonably request), in the case of a statement to be delivered by Tenant, and in the form annexed hereto as Exhibit M-2 (with such other information concerning this lease as Tenant may reasonably request), in the case of a statement to be delivered by Landlord, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certificate and by others with whom such party may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to the party giving such statement being estopped from contradicting any of the statements made in such certificate.

ARTICLE 31

Memorandum of Lease

31.01. Tenant shall not record this lease, but contemporaneous herewith, Landlord and Tenant shall execute, acknowledge and deliver to other, and Tenant may record, a statutory form of memorandum with respect to this lease pursuant to the provisions of Section 291-C of the Real Property Law of the State of New York. Following the expiration of the term of this lease (as the same may be extended), Tenant shall enter into such documentation as is reasonably required by Landlord in form reasonably acceptable to Tenant to remove the memorandum of record. The form of memorandum of lease annexed hereto as Exhibit I is hereby approved by both Landlord and Tenant for purposes of this Article 31.

ARTICLE 32

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith.

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ARTICLE 33

Easements

33.01. So long as Tenant is a Citibank Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the purposes of (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the improvements, if any, to be constructed on that certain land located in Long Island City, New York more particularly shown as Phase I and Phase II on Exhibit L annexed hereto (the “Adjacent Parcel” ) (which easements, at the election of Tenant, may run with the land) so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements do not materially adversely affect Landlord’s ability to operate a multi-tenant Building under the Amended and Restated Lease or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of item (ii), the Adjacent Parcel is owned, controlled or occupied by Citibank, N.A. or any of its Affiliates, and Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall cause any Superior Mortgagee to subordinate the lien of its mortgage or deed of trust thereto.

ARTICLE 34

Holdover

34.01. (a) In the event this lease is not renewed or extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration of the term of this lease (it being agreed that Tenant shall not be deemed holding over by the mere fact that Tenant’s Property and/or Specialty Alterations remain in the Premises after the expiration of the term of this lease), the parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the term shall be under a month-to-month tenancy commencing on the first day after the expiration of the term of this lease, which tenancy shall be upon all of the terms set forth in this lease except Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying (i) the greater of (A) one-twelfth of the Fixed Rent payable by Tenant during the last year of the term of this lease (i.e., the year immediately prior to the holdover period) or (B) an amount equal to the then market rental value for the Premises, taking into account all relevant factors, by (ii) one hundred ten (110%) percent for the first month of such month-to-month tenancy, one hundred

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fifteen (115%) percent for the next two months of such month-to-month tenancy, one hundred twenty-five (125%) percent for the next three months of such month-to-month tenancy, and one hundred fifty (150%) percent thereafter. Tenant may dispute such market rental value for the Premises as estimated by Landlord by giving notice to Landlord within, but in no event after, thirty (30) days after the giving of Landlord’s notice to Tenant (as to the giving of which notice to Landlord, time shall be deemed of the essence). Enclosed with such notice, Tenant shall be required to furnish to Landlord the written opinion of a reputable New York licensed real estate broker having leasing experience in the Borough of Manhattan, for a period of not less than ten (10) years setting forth said broker’s good faith opinion of the market rental value of the Premises. If Tenant and Landlord are unable to resolve any such dispute as to the market rental value for the Premises then such dispute shall be resolved by an independent arbitrator who shall be a real estate broker of similar qualifications and shall be selected from a listing of not less than three (3) brokers furnished by the Manhattan office of the American Arbitration Association (herein called the “AAA”) (or any successor thereto) to Tenant and Landlord (at the request of either Landlord or Tenant). If Landlord and Tenant are unable to agree upon the selection of the individual arbitrator from such listing, then the first arbitrator so listed by the Manhattan office of the AAA (or any successor thereto) shall be conclusively presumed to have been selected by both Landlord and Tenant and the decision of such arbitrator shall be conclusive and binding upon the parties as to the market rental value for the Premises. Pending the determination of the market rental value of the Premises upon the expiration of the term of this lease, Tenant shall pay to Landlord as Fixed Rent an amount computed in accordance with clause (A) or (B) of this Section 34.01(a) (as Landlord shall then elect), and upon determination of the market rental value of the Premises in accordance with the preceding provisions hereof appropriate adjustments and payments shall be effected. In the event that Landlord shall have elected to charge Tenant Fixed Rent in an amount computed in accordance with clause (B) of this Section 34.01(a), then that portion of such Fixed Rent (herein called the “Holdover Stub Amount”) that is the difference between (1) the Fixed Rent computed in accordance with clause (B) of this Section 34.01(a) and (2) the Fixed Rent computed in accordance with clause (A) of this Section 34.01(a), shall be held in escrow by a reputable law firm designated by Landlord pending the determination of the market rental value of the Premises in accordance with the preceding provisions hereof, and any interest earned on such Holdover Stub Amount shall be added to and follow that portion of the Holdover Stub Amount that is paid to Landlord and/or Tenant in accordance with the decision of the arbitrator making such determination. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original term of this lease or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above.

(b) Notwithstanding anything to the contrary contained in this lease, the acceptance of any rent paid by Tenant pursuant to Section 34.01(a) shall not

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preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding, or from collecting any amounts (including, without limitation, reasonable counsel fees) payable by Tenant pursuant to Section 27.02 in connection with any such holdover or summary eviction proceeding, and the preceding sentence shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 223-c of the Real Property Law of the State of New York but in no event shall Tenant be responsible to the Landlord for any monetary damages, including, without limitation, any consequential, punitive, special or speculative damages of any kind, lost profits or like damages alleged to have occurred as a result of any breach of this Lease, if any, suffered by the Landlord by reason of the Tenant’s holdover in the Premises.

ARTICLE 35

Miscellaneous Provisions and Definitions

35.01. Modifications. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. As set forth in the proviso contained in Section 7.05(a), 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, THE NAMED TENANT AND ANY SUBSEQUENT ASSIGNOR OF THIS LEASE SHALL NOT BE LIABLE FOR ANY SUCH INCREASE OR DECREASE UNLESS IT HAS GIVEN ITS WRITTEN CONSENT THERETO.

35.02. Successors and Assigns. Except as otherwise expressly provided in this lease, the obligations of this lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.

35.03. Limitation on Liability. Tenant shall look only to Landlord’s estate and property in the Real Property (which shall be deemed to include the proceeds of any insurance (net of any required expenditures under this lease made by Landlord), condemnation (after all required expenditures under this lease made by Landlord), sale or refinancing proceeds received by Landlord with respect to the Real Property) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and otherwise no other property or assets of Landlord or any

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property or assets of its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, with respect to any sale, all undisputed Landlord Reimbursement Amounts and other amounts that are then payable by Landlord to Tenant under this lease and that remain outstanding as of the closing date of such sale shall be paid to Tenant prior to or concurrently with such closing, and either (x) if the parties shall have been unable to resolve any outstanding disputes with respect to any Landlord Reimbursement Amounts or other such amounts that are payable by Landlord to Tenant under this lease, Landlord shall place an amount equal to the aggregate of any such amounts which are the subject of such dispute into escrow with a reputable law firm or title company reasonably acceptable to Landlord and Tenant prior to or concurrently with such closing, and to be held for disbursement pending the resolution of such dispute (with any interest earned on such amounts to be added to and follow that portion of such amounts that is paid to Landlord and/or Tenant in accordance with the decision of the arbitrator(s) making such determination), with all undisputed amounts to be paid at or prior to the closing, or (y) the purchaser (in the event of a sale) shall assume the obligation of Landlord with respect to any such disputed Landlord Reimbursement Amounts and other amounts that are payable by Landlord to Tenant under this lease. Further, any contract respecting such sale must provide for an assumption by purchaser of the contingent liability for the unaccrued portion of Landlord Reimbursement Amounts. The obligations of Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Tenant.

35.04. Force Majeure. Except as expressly provided in this lease, Tenant shall have no liability whatsoever to Landlord because (i) Tenant is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Tenant’s reasonable control; or (ii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Tenant’s reasonable control (the foregoing circumstances described in this Section 35.04 being herein called “Force Majeure Causes”). In no event shall lack of funds be deemed a Force Majeure Cause, nor shall any matter be deemed to be beyond Tenant’s reasonable control if the same could be remedied by the satisfaction of a lien, judgment or other monetary obligation. The provisions of this Section 35.04 shall not extend (a) any obligation of Tenant to pay money, (b) Tenant’s obligation to vacate the Premises or any applicable portion thereof at the end of the term of this lease applicable thereto, (c) any obligation in respect of which this lease provides that time is of the essence with respect to a particular date or period, or the provisions of this lease expressly limit the amount of time by which such obligation

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shall be excused by reason of Force Majeure Causes, and (d) any date that is expressly set forth in this lease on which Tenant must furnish any notice or information, make any election or exercise any right.

35.05. Definitions. For the purposes of this lease, the following terms have the meanings indicated:

(a) The term “Business Day” shall mean any day that the New York Stock Exchange is open for business.

(b) The term “CPI” shall mean the Consumer Price Index for All Urban Consumers (“CPI-AUC”), New York, New York-Northeastern New Jersey, All Items (1982-1984=100), issued and published by the Bureau of Labor Statistics of the United States Department of Labor. In the event that CPI-AUC ceases to use a 1982-84 base rate of 100 as the basis of calculation, then the CPI-AUC shall be adjusted to the figure that would have been arrived at had the manner of computing the CPI-AUC in effect at the date of this lease not been altered. If CPI-AUC is not available or may not lawfully be used for the purposes herein stated, the term “CPI” shall mean (i) a successor or substitute index to CPI-AUC, appropriately adjusted; or (ii) if such a successor or substitute index is not available or may not lawfully be used for the purposes herein stated, a reliable governmental or other non-partisan publication, selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), evaluating the information theretofore used in determining CPI-AUC.

(c) The term “CPI Fraction shall mean as of each January 1st during the term of this lease (an “Adjustment Date”), a fraction (a) the numerator of which is the CPI for the month immediately preceding such Adjustment Date and (b) the denominator of which is the CPI for the month in which the immediately preceding Adjustment Date occurred.

(d) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.

(e) The terms “Legal Requirements” and “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, town, county, borough and village governments, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force, as well as the requirements under the Existing Agreements and the Recorded Agreements, as same may be hereinafter amended.

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(f) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Premises, whether now or hereafter in force.

(g) The term “Tenant” shall mean the Tenant herein named or any assignee or other successor in interest (immediate or remote) of the Tenant herein named, which at the time in question is the owner of the Tenant’s estate and interest granted by this lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this lease or to relieve the Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of the Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this lease, unless Landlord and Tenant shall otherwise agree.

(h) The term “Landlord” shall mean only the owner at the time in question of Landlord’s interest in the Real Property or a lease of the Real Property, so that in the event of any transfer or transfers of Landlord’s interest in the Real Property or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this lease accruing after such transfer; provided, however, that such transferee has assumed and agreed in writing (or is required by an Superior Mortgagee SNDA Agreement between such transferee and Tenant or by operation of law) to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this lease.

(i) The terms “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this lease as a whole, and not to any particular article or section, unless expressly so stated.

(j) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.

(k) The term “person” shall mean any natural person or persons, a partnership, a corporation, joint venture, estate, trust, unincorporated associated or any other form of business or legal association or entity or any federal, state, county or municipal government or any bureau, department or agency thereof.

(l) The term “Interest Rate,” when used in this lease, shall mean an interest rate equal to three (3%) percent above the so-called annual “Base Rate” of interest established and approved by Citibank, N.A., New York, New York (herein called the “Base Rate”), from time to time, as its interest rate charged for unsecured loans to its corporate customers, but in no event greater than the highest lawful rate from time to time in effect.

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(m) The term “Hazardous Materials” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other hazardous substance or material, defined as such by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, CERCLA, RCRA and HMTA, as each of same may have been amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing.

35.06. Survival. Upon the expiration or other termination of this lease neither party shall have any further obligation or liability to the other except as otherwise expressly provided in this lease and except for such obligations as by their nature or under the circumstances can only be, or by the provisions of this lease, may be, performed after such expiration or other termination; and, in any event, unless otherwise expressly provided in this lease, any liability for a payment (including, without limitation, Additional Charges and Landlord Reimbursement Amounts under Article 3) which shall have accrued to or with respect to any period ending at the time of, or in the case of Landlord Reimbursement Amounts, following, the expiration or other termination of this lease shall survive the expiration or other termination of this lease, subject to any deadlines expressly set forth in Article 3 or in any other applicable provision of this lease. In the event that Tenant shall be entitled to a refund or credit from Landlord hereunder at the time of the expiration or termination of the term of this lease, the amount of such refund or credit shall be paid to Tenant within thirty (30) days after such expiration or termination, unless otherwise expressly set forth in this lease, failing which any unpaid amount shall bear interest at the Interest Rate from the due date thereof until such amount is paid to Tenant.

35.07. (a) Requests for Consent. If Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that, except as expressly provided in this lease, Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. Notwithstanding the foregoing, Tenant shall not be deemed to have waived a claim for damages if there is a final judicial determination from which time for appeal has been exhausted that Landlord acted maliciously or in bad faith in exercising its judgment or withholding its consent or approval despite its agreement to act reasonably, in which case Tenant shall have the right to make a claim for the actual damages incurred by Tenant, but in no event shall Landlord, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages. Tenant shall have the right to seek such a final judicial determination that Landlord acted maliciously or in bad faith without respect to whether Tenant pursued an action for specific performance or injunction, or

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whether Tenant pursued an arbitration relating to Landlord’s withholding of consent pursuant to any provision of this lease.

(b) If Tenant desires to determine any dispute between Landlord and Tenant as to the reasonableness of Landlord’s decision to refuse to consent or approve any item as to which Landlord has specifically agreed that its consent or approval shall not be unreasonably withheld, such dispute shall be settled and finally determined by arbitration in The City of New York in accordance with the following provisions of this Section 35.07(b). Within ten (10) Business Days next following the giving of any notice by Tenant stating that it wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice. If the two arbitrators shall fail to agree upon the designation of a third arbitrator within five (5) Business Days after the designation of the second arbitrator then either party may apply to the Manhattan office of the AAA for the designation of such arbitrator and if he or she is unable or refuses to act within ten (10) Business Days, then either party may apply to the Supreme Court in New York County or to any other court having jurisdiction for the designation of such arbitrator. The three arbitrators shall conduct such hearings as they deem appropriate, making their determination in writing and giving notice to Landlord and Tenant of their determination as soon as practicable, and if possible, within five (5) Business Days after the designation of the third arbitrator; the concurrence of or, in the event no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator designated, shall be binding upon Landlord and Tenant. Judgment upon any decision rendered in any arbitration held pursuant to this Section 35.07(b) shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 35.07(b), including the expenses and fees of any arbitrator selected by it in accordance with the provisions of this Section 35.07(b), and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions. The sole remedy which may be awarded by the arbitrators in any proceeding pursuant to this Section 35.07(b) is an order compelling Landlord to consent to or approve the matter in dispute, and the arbitrators may not award damages or grant any monetary award or any other form of relief. Any determination by the arbitrators that Landlord was unreasonable in refusing to grant its consent or approval as to the matter in dispute shall be deemed a granting of Landlord’s consent or approval, and upon receipt of the arbitrators’ determination, Tenant shall be authorized to take the action for which Landlord’s consent or approval was sought.

35.08. Excavation upon Adjacent Land or Under the Building. If an excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then, subject to any applicable provisions of Article 16, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter

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the Premises for the purpose of performing such work as said person shall deem reasonably necessary or desirable to preserve and protect the Building from injury or damage to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this lease. In the event that Landlord or its employees or contractors shall perform such excavation, Landlord shall use reasonable efforts to cause the foregoing to be performed in such a manner as to minimize any interference with Tenant’s operation of its business in the Premises and, Landlord shall indemnify Tenant from and against any and all claims arising from or in connection with the performance of such work, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

35.09. Governing Law; Severability; Captions; Rules of Interpretation; Independent Covenants; Gender. Irrespective of the place of execution or performance, this lease shall be governed by and construed in accordance with the laws of the State of New York. If any provisions of this lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this lease and the application of that provision to other persons or circumstances shall not be affected but rather shall remain valid and be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this lease are solely for convenience of references and shall not affect its interpretation. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Each covenant, agreement, obligation or other provision of this lease on Tenant’s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this lease. All terms and words used in this lease, shall be deemed to include any other number and any other gender as the context may require.

35.10. Time for Payment of Rent. If under the terms of this lease Tenant is obligated to pay Landlord a sum in addition to the Fixed Rent under the lease and no payment period therefor is specified, Tenant shall pay Landlord the amount due within thirty (30) days after being billed (accompanied by reasonable supporting documentation where such supporting documentation is required by an express provision of this lease). If any amount payable by Landlord to Tenant hereunder is not paid within five (5) Business Days after the due date thereof, unless otherwise set forth in any other provision of this lease, the same shall bear interest at the rate set forth in Section 24.05 from the due date thereof until such amount is paid to Tenant.

35.11. Due Authorization; Execution and Delivery. Each party hereto represents and warrants to the other that this lease has been duly authorized, executed and delivered by such party. Landlord further represents and warrants that the Office of Foreign Assets Control of the United States Department of the Treasury has not listed

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Landlord or any of Landlord’s affiliates, or any person that controls, is controlled by, or is under common Control with Landlord, on its list of Specially Designated Nationals and Blocked Persons. Tenant further represents and warrants that the Office of Foreign Assets Control of the United States Department of the Treasury has not listed Tenant or any of Tenant’s Affiliates on its list of Specially Designated Nationals and Blocked Persons.

35.12. Sales Tax. If any sales or other tax is payable with respect to any cleaning, electricity or other services which Tenant obtains or contracts for directly from any third party or parties, Tenant shall file any required tax returns and shall pay any such tax, and Tenant shall indemnify and hold Landlord harmless from and against any loss, damage or liability suffered or incurred by Landlord on account thereof.

35.13. Standard for Consent. Whenever this lease provides that a party shall not unreasonably withhold its consent, such phrase shall be deemed to mean that such consent will not be unreasonably withheld, conditioned or delayed.

35.14. Meaning of Other “tenants”. Wherever references are made in this lease to any other “tenant” of the Building, such references shall be deemed to include any occupant occupying space in the Building, whether or not pursuant to a written agreement.

35.15. Conflicts with Exhibits. Any conflicts between this lease and the exhibits to this lease shall be resolved in favor of this lease.

35.16. Temporary Takings. Any provision of this lease which prohibits or limits the use or occupancy of any part of the Premises by any government agency or department shall not apply with respect to any temporary taking or occupancy described in Article 20 hereof. Any provision of this lease which requires Tenant to indemnify or otherwise be responsible to Landlord or any other party for the acts or omissions of any occupant of the Premises shall not apply with respect to any government agency or department occupying any portion of the Premises or anyone occupying any portion of the Premises through or under such government agency or department in connection with any temporary taking or occupancy described in Article 20 hereof.

35.17. Subway Agreement. As of the date of this lease, Tenant has assigned to Landlord, and Landlord has assumed from Tenant, the Subway Agreement. Notwithstanding the foregoing, during the term of this lease, Tenant shall retain the right to negotiate, and direct the Landlord to enter into, amendments and/or modifications to the Subway Agreement; provided, that, any such amendment or modification shall require the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; it being understood and agreed that Landlord shall consent to any amendment or modification if the effect of such amendment or modification is to increase Landlord’s financial obligations thereunder by no more than $25,000 in the aggregate. Landlord and Tenant acknowledge and agree that any amendment or modification to the

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Subway Agreement which may expose Landlord to liability in excess of $25,000 shall not, in and of itself, be a reasonable basis for Landlord to withhold, condition or delay consent.

ARTICLE 36

Extension Terms

36.01. (a) For purposes hereof:

the term “First Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of five (5) years commencing on May 12, 2020 and ending on May 11, 2025;

the term “Second Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of five (5) years commencing on May 12, 2025 and ending on May 11, 2030. Tenant shall have the right to exercise the Second Five Year Option only if Tenant shall have exercised the First Five Year Option;

the term “Third Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”) of five (5) years commencing on May 12, 2030 and ending on May 11, 2035. Tenant shall have the right to exercise the Third Five Year Option only if Tenant shall have exercised the Second Five Year Option;

the term “Fourth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fourth Extension Term”) of five (5) years commencing on May 12, 2035 and ending on May 11, 2040. Tenant shall have the right to exercise the Fourth Five Year Option only if Tenant shall have exercised the Third Five Year Option;

the term “Fifth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fifth Extension Term”) of five (5) years commencing on May 12, 2040 and ending on May 11, 2045. Tenant shall have the right to exercise the Fifth Five Year Option only if Tenant shall have exercised the Fourth Five Year Option;

the term “Extension Option” shall mean the First Five Year Option or the Second Five Year Option or the Third Five Year Option or the Fourth Five Year Option or the Fifth Five Year Option, as the case may be;

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the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term or the Fourth Extension Term or the Fifth Extension Term, as the case may be;

the term “Extension Premises” shall mean that portion of the Premises selected by Tenant and designated in the Extension Election Notice; provided, however, that Tenant only shall have the right to designate as the Extension Premises either:

(i) so long as Tenant has not exercised the Insurance Election, the entire Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice (the “Option One Extension Premises”); or

(ii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice, containing not less than three (3) full contiguous Office Floors on or above the 6^th floor of the Building, plus, if Tenant elects in Tenant’s sole discretion, all or any portion of the (w) retail space and/or storage space located in the Lobby and/or Sub-concourse, (x) Mechanical Areas, (y) rooftop areas of the Building, and (z) the 3^rd floor and/or 4^th floor and/or 50^th floor of the Building, whether or not the same shall be contiguous to any other portion of such Extension Premises (the “Option Two Extension Premises”); or

(iii) all or any portion of the Premises comprising retail space and/or storage space located in the lobby and/or concourse areas of the Building as shown on Exhibit B-2 and Exhibit B-3 annexed to the Amended and Restated Lease (the “Option Three Extension Premises”).

Any Extension Election Notice which fails to designate as the Extension Premises one of the three options set forth in the immediately preceding sentence shall be deemed to constitute a designation of the Option One Extension Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least fifteen (15) months prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within fifteen (15) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant specifying its estimate of ninety-five percent (95%) of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”); provided, that, notwithstanding the foregoing, Landlord may elect to deliver a Rent Notice at any time prior to the date that is three hundred fifty (350) days prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be, without regard to when Landlord actually received the Extension Election Notice. Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice

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whether it approves Landlord’s estimate of ninety-five percent (95%) of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of ninety-five percent (95%) of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an “Arbitration Notice” (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice, then Tenant shall have the option to either (i) rescind its exercise of the applicable Extension Option ab initio, in which case Tenant shall have no further rights to extend the term of this lease under this Article 36, (herein called “Option 1”) or (ii) extend the term of this lease one (1) time for a period of up to eighteen (18) months in six month multiples (i.e., Tenant may elect to extend the term for six (6), twelve (12) or eighteen (18) months), under the same terms as this lease, except that the Fixed Rent for the period so elected by Tenant shall be at the lower of (x) the Market Value Rent set forth in the Rent Notice (but in no event less than the Fixed Rent per square foot that was payable during the last month of the term of this lease or as of the end of then expiring Extension Term, as applicable (the “Escalated Rent”)), or (y) 105% of the Escalated Rent (herein called “Option 2”), and Tenant shall have no further rights under this Article 36. If Tenant gives a Revocation Notice before or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b) and has failed within ten (10) days of its receipt of Landlord’s Notice to either (i) elect Option 1 or Option 2, or (ii) in the case Tenant elects Option 2, specify a period for which Tenant desires to extend the term of this lease, then in either such case, Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise require, and except as hereinafter set forth with respect to an extension of the

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term of this lease with respect to less than the entire Premises, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Fifth Extension Term;

(B) the Fixed Rent for each Extension Term shall be an amount equal to ninety-five percent (95%) of the then Market Value Rent as determined in accordance with this Article 36; and

(C) Tenant shall not be entitled to any abatement of Fixed Rent or Additional Charges or any work allowance, and Landlord shall not be obligated to perform any work to prepare the Extension Premises for Tenant’s occupancy during the applicable Extension Term.

Notwithstanding anything to the contrary contained herein, and in recognition of the fact that many of the terms and conditions of this lease may not be appropriate with respect to a tenancy for less than the entire Premises and Landlord and Tenant would wish to make appropriate amendments or modifications to such terms and conditions, if Tenant designates as the Extension Premises less than the entire Premises, then this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended as of the commencement date of the applicable Extension Term to reflect all of the terms and conditions set forth in the form of Amended and Restated Lease annexed hereto as Exhibit J, modified only to (i) complete, in accordance with the terms hereof, those items left blank by necessity on said Exhibit J, such as the description of the Extension Premises, Tenant’s Share and the amount of Fixed Rent, and (ii) reflect that Tenant will pay increases in Operating Expenses and Taxes over a base year (i.e., as opposed to paying same on a net basis). Upon the request of either party, Landlord and Tenant shall sign and deliver the Amended and Restated Lease annexed hereto, with the completion of items as aforesaid; provided, however, that without limiting the remedies available to either party for the other party’s failure or refusal to so sign and deliver said Amended and Restated Lease, such failure by either party shall not in any way affect the aforesaid automatic restatement and amendment of this lease.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall

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be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

36.03. (a) If Tenant delivered an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days prior to the commencement of the applicable Extension Term to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the commencement of the applicable Extension Term. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term. Ninety-five percent (95%) of the Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and ninety-five percent (95%) of the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be made to the determination of ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of ninety-five percent (95%) of the

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Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as ninety-five percent (95%) of the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of ninety-five percent (95%) of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of ninety-five percent (95%) of the Market Value Rent, then ninety-five percent (95%) of the Market Value Rent shall be deemed to be the average of the two determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value as ninety-five percent (95%) of the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be ninety-five percent (95%) of the Market Value Rent of the Extension Premises during the applicable Extension Term.

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

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(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings.

(e) In the event the aforesaid arbitration process is initiated, then as of the commencement date of the applicable Extension Term, Tenant shall pay the amount equal to the average of Landlord’s Submitted Value and Tenant’s Submitted Value and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement date of applicable Extension Term. Overpayments shall be paid by Landlord to Tenant and underpayments shall be paid by Tenant to Landlord promptly after such determination, in both cases, together with interest thereon at the Base Rate.

36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall take into account all relevant factors and shall be based upon the rents that an unaffiliated third party would be willing to pay to Landlord to a term comparable to the applicable Extension Term for the applicable Extension Premises on all of the same terms and conditions which the Extension Premises will be leased to Tenant pursuant to the terms of this Article 36, including, without limitation, the provisions of the Amended and Restated Lease provided that Tenant’s shall pay its proportionate share of increases in Taxes and Operating Expenses over a base year (i.e., as opposed to paying same on a net basis).

36.05. In the event that Tenant exercises any Extension Option with respect to less than the entire Premises then demised by this lease in accordance with the applicable provisions hereof, then effective as of the Expiration Date of the initial term of this lease or the applicable Extension Term, as the case may be, the provisions of this lease governing the respective rights and obligations of Landlord and Tenant as of the expiration of the term of this lease (including, without limitation, the provisions of Article 21 and Article 34 shall apply with full force and effect to the portion of the Premises that has been omitted by Tenant from the Extension Premises.

36.06. In the event that Tenant designates as the Extension Premises less than the entire Premises, then, prior to the commencement date of the applicable Extension Term, Landlord shall, at its cost, perform the Submetering Work, and Tenant shall perform the Demising Work but only to the extent Tenant would have otherwise been required to do pursuant to Section 4.02(b).

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ARTICLE 37

Arbitration

37.01. Either party may request arbitration of any matter in dispute which, pursuant to the terms of this lease, expressly allows such dispute to be resolved by arbitration, in which case, except as provided to the contrary elsewhere in this lease, the following procedures shall apply. The party desiring such arbitration shall give notice to the other party. If the parties shall not have agreed on a choice of an arbitrator within fifteen (15) days after the service of such notice, then each party shall, within ten (10) days thereafter appoint an arbitrator, and advise the other party of the arbitrator so appointed. A third arbitrator shall, within ten (10) days following the appointment of the two (2) arbitrators, be appointed by the two arbitrators so appointed or by the AAA, if the two arbitrators are unable, within such ten (10) day period, to agree on the third arbitrator. If either party fails to appoint an arbitrator (the “Failing Party”), the other party shall provide an additional notice to the Failing Party requiring the Failing Party’s appointment of an arbitrator within five (5) Business Days after the Failing Party’s receipt thereof. If the Failing Party fails to notify the other party of the appointment of its arbitrator within such five (5) Business Day period, the appointment of the second arbitrator shall be made by the AAA in the same manner as hereinabove provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder are unable to agree upon such appointment. The three (3) arbitrators shall render a resolution of said dispute or make the determination in question. In the absence, failure, refusal or inability of the AAA to act within twenty (20) days, then either party, on behalf of both, may apply to a Justice of the Supreme Court of New York, New York County, for the appointment of the third arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment. In the event of the absence, failure, refusal or inability of an arbitrator to act, a successor shall be appointed within ten (10) days as hereinbefore provided. Any arbitrator acting under this Article 37 in connection with any matter shall be experienced in the issue with which the arbitration is concerned and shall have been actively engaged in such field for a period of at least ten (10) years before the date of his appointment as arbitrator hereunder.

37.02. All arbitrators chosen or appointed pursuant to this Article 37 shall (a) be sworn fairly and impartially to perform their respective duties as such arbitrator, and (b) not be an employee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entity that controls, is controlled by or is under common control with Landlord or Tenant. Within sixty (60) days after the appointment of such arbitrators, such arbitrators shall determine the matter which is the subject of the arbitration and shall issue a written opinion. The decision of the arbitrators shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction. Landlord and Tenant shall each pay (i) the fees and expenses of the arbitrator selected by

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it, and (ii) fifty (50%) percent of the fees and expenses of the arbitrator appointed by the AAA. The losing party shall reimburse the prevailing party for the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration. Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration.

37.03. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do waive, any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. For such period, if any, that this agreement to arbitrate is not legally binding or the arbitrator’s award is not legally enforceable, the provisions requiring arbitration shall be deemed deleted, and matters to be determined by arbitration shall be subject to litigation.

37.04. Any dispute which is required by this lease to be resolved by expedited arbitration shall be submitted to binding arbitration under the Expedited Procedures provisions (currently, Rules 56 through 60) of the Arbitration Rules of the Real Estate Industry of the AAA. In cases where the parties utilize such expedited arbitration: (a) the parties will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule 54 (except that any objection shall be made within four (4) days from the date of mailing), (b) the Notice of Hearing shall be given four (4) days in advance of the hearing, (c) the first hearing shall be held within seven (7) Business Days after the appointment of the arbitrator, (d) if the arbitrator shall find that a party acted unreasonably in withholding or delaying a consent or approval, such consent or approval shall be deemed granted (but the arbitrator shall not have the right to award damages, unless the arbitrator shall find that such party acted in bad faith), and (e) the losing party in such arbitration shall pay the arbitration costs charged by the AAA and/or the arbitrator, together with the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration.

37.05. Arbitration hearings hereunder shall be held in New York County. The arbitrators shall, in rendering any decision pursuant to this Article 37, answer only the specific question or questions presented to them. In answering such question or questions (and rendering their decision), the arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions.

37.06. Judgment may be had on the decision and award of an arbitrator rendered pursuant to the provisions of this Article 37 and may be enforced in accordance with the laws of the State of New York.

37.07. The provisions of this Article 37 shall not be applicable to any arbitration conducted pursuant to Article 34 or Article 36.

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ARTICLE 38

Confidentiality; Press Releases

38.01. Landlord acknowledges that it may have access to certain confidential information of Tenant concerning Tenant’s businesses, facilities, operations, plans, proprietary software, technology, and products (“Confidential Information”). Confidential Information shall not include any information that is available to the general public (e.g., SEC filings). Landlord agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law (including, without limitation, any plans and specifications, drawings or other like items which must be submitted to or filed with any governmental agency), judicial proceeding or to its attorneys, accountants, and other advisors and mortgagees and prospective purchasers of the Real Property, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of Tenant’s Confidential Information or any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of such Confidential Information and the terms and conditions of this lease (in each case, except as permitted hereby). Tenant agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law, judicial proceeding or to its attorneys, accountants, and other advisors, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of the terms and conditions of this lease (except as permitted hereby). The obligations of Landlord and Tenant under this Section 38.01 shall survive the expiration or termination of this lease.

38.02. Neither party hereto may issue (or cause to be issued) a press release or written statement to the press with respect or concerning this lease or the terms hereof without the express consent of the other party hereto. Notwithstanding the foregoing, either party shall be permitted to issue any such press release or written statement that is necessary in order to comply with Legal Requirements. Furthermore, upon notice from Tenant that any of Landlord’s advertisements or press releases are not consistent with Tenant’s corporate policies relating to public relations, Landlord shall endeavor to cause its advertisements and press releases to be consistent with Tenant’s corporate policies relating to public relations to the extent same are commercially reasonable.

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ARTICLE 39

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the rooftop of the Building, including without limitation the rights to use the rooftop of the Building and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements to third parties for the use of the rooftop and installation of equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom.

39.02. Tenant agrees that, other than the Rooftop Mechanical Areas (as such term is defined and as such areas are depicted in the Amended and Restated Lease), Tenant shall not enter into any agreement to lease, license or otherwise transfer or encumber any portion of the rooftop areas of the Building located on the 51^st, 52^nd and 53^rd floors of the Building for a term that expires after the Surrender Date.

ARTICLE 40

Back-Up Power System

40.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install on any one or more portions of the Building (together with any shaftways, closets and conduits of the Building) and thereafter maintain, repair, and operate: (i) one or more battery-powered uninterruptible power systems, including, without limitation, the Liebert UPS currently located on the 5^th floor of the Building (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”) and (ii) one or more diesel generators and chiller units, including, without limitation, the two (2) Caterpillar 1500 KW diesel generators currently located on the 5^th floor of the Building, three (3) fuel tanks currently located in the loading dock (herein collectively called the “Diesel Generator”), and the 270 ton and 450 ton train chillers located on the 5^th floor (the “Chillers”), in a portion or portions of the Premises designated by Tenant (herein called the “Generator Area”, the UPS Battery System, the

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Diesel Generator and Chillers are sometimes herein collectively called the “Back-Up Power System”; the UPS Area and the Generator Area are sometimes herein collectively called the “Back-Up Power System Area”); provided that in connection with such installation of the Back-Up Power System Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

(ii) Tenant shall promptly repair any damage caused to the Back-Up Power System Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees;

(iii) Tenant will, and does hereby, indemnify and save harmless Landlord from and against: (A) any and all claims, reasonable counsel fees, demands, damages, expenses or losses by reason of any liens, orders, claims or charges resulting from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System installed by Tenant pursuant to the provisions of this Article; and (B) any and all claims, costs, demands, expenses, fees or suits arising out of accidents, damage, injury or loss to any and all persons and property, or either, whomsoever, or whatsoever resulting from or arising in connection with the erection, installation, maintenance, operation and repair of the Back-Up Power System installed by Tenant pursuant to the provisions of this Article, except in the case of both (A) and (B) above to the extent occasioned by the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iv) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property in connection with the Back-Up Power System.

ARTICLE 41

Benefits Cooperation

41.01. Landlord agrees to reasonably cooperate with Tenant in connection with any application by Tenant (or by any subtenant of Tenant) for any real estate tax or utility benefits or other benefits, credits or incentives, including, without limitation, any Industrial Commercial Incentive Program (ICIP) benefits (herein collectively called

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“Benefits”) as may be available from the City or State of New York, or any governmental agency, quasi-governmental agency or any public utility or alternate provider, including the execution and filing of any documentation that may be required for the receipt of such Benefits and/or for any such Benefits to be paid by Landlord to Tenant, as hereinafter provided. Landlord further agrees that Tenant shall be entitled to one hundred percent (100%) of such Benefits that Landlord or the Premises shall receive as a result of Tenant’s use of the Premises or any Leasehold Improvements or other Alterations performed by or on behalf of Tenant, whether during the term of this lease or prior. Such cooperation by Landlord shall include, without limitation, the execution of any necessary or appropriate modification to this lease, if and to the extent any such approval shall be required and shall not adversely affect any of the rights or benefits of Landlord or increase the obligations or liabilities of Landlord under this lease (except to a de minimis extent, Landlord hereby agreeing that the obligation to provide notices to the City or State of New York or to any such agency, utility or provider shall in and of itself constitute a de minimis obligation). Tenant agrees that (a) to the extent that Landlord shall incur any reasonable out-of-pocket expense in connection with such cooperation (including, without limitation, reasonable legal and other professional fees and all reasonable costs incurred in obtaining State and City tax rulings regarding any such Benefits transaction), Tenant shall reimburse Landlord for such expense as Additional Charges hereunder and (b) Tenant agrees to indemnify and hold harmless Landlord with respect to any liability incurred by Landlord by reason of such cooperation unless caused by the wrongful acts or omissions of Landlord or its agents, employees, representatives or contractors.

ARTICLE 42

Intentionally Omitted

ARTICLE 43

Leasehold Mortgages

43.01. As used herein, the term “Leasehold Mortgage” shall mean any bona fide mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) intended to grant security for any obligation (including a purchase-money or other promissory note) encumbering Tenant’s leasehold estate hereunder, as entered into, renewed, modified, consolidated, amended, extended or assigned from time to time during the term of this lease. Notwithstanding anything contained in Article 7 or any other provision of this lease to the contrary, Tenant’s interest in this lease and the leasehold interest created hereby may at any time and from time to time be, directly or indirectly, subjected to one or more Leasehold Mortgages upon prior notice to Landlord, but without the consent of Landlord, and Tenant’s interest in this lease may at any time, directly or indirectly, be assigned to a

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Leasehold Mortgagee (as hereinafter defined) as collateral security; provided, that notwithstanding anything to the contrary contained in this Article 43 or elsewhere in this lease: (i) no Leasehold Mortgage or any extension thereof shall be a lien or encumbrance upon the estate or interest of Landlord in and to the Premises (collectively, the “Superior Interests”); (ii) such Leasehold Mortgage shall be subject and subordinate at all times to such Superior Interests; and (iii) there shall be no obligation of Landlord whatsoever to subordinate its interest in any of the Superior Interests to any Leasehold Mortgage or to “join in” any Leasehold Mortgage. In addition, Tenant may assign any or all subleases entered into by Tenant in accordance with Article 7 to a Leasehold Mortgagee as collateral security for the obligations of Tenant under such mortgage. No such mortgage shall be valid or of any force or effect unless and until a true copy of the original of each instrument creating and effecting such mortgage and written notice containing the name and post office address of the Leasehold Mortgagee thereunder shall have been delivered to Landlord. Any Leasehold Mortgage which does not conform to the provisions of this Article 43 shall be deemed to be null and void ab initio. As used herein, the term “Leasehold Mortgagee” shall mean the holder of a Leasehold Mortgage that is in the business of making commercial loans.

43.02. (a) If Tenant shall mortgage its interest in this lease and the leasehold interest created hereby, Landlord shall give to each Leasehold Mortgagee whose name and address shall have theretofore been provided to Landlord, a copy of each notice of default by Tenant and each notice of termination of this lease at the same time as, and whenever, any such notice of default or notice of termination shall thereafter be given by Landlord to Tenant, and no such notice of default or notice of termination by Landlord shall be deemed to have been duly given to Tenant unless and until a copy thereof shall have been so given to each such Leasehold Mortgagee. Each Leasehold Mortgagee shall (A) thereupon have a period of 10 Business Days more in the case of a default in the payment of Fixed Rent or Additional Charges and 30 days more in the case of any other default which is capable of being cured by the Leasehold Mortgagee, after notice of such default is given to such Leasehold Mortgagee, for curing the default, causing the same to be cured by Tenant or otherwise, or causing action to cure a default to be commenced, than is given Tenant after such notice is given to it, and (B) within such period and otherwise as herein provided, have the right to cure such default, cause the same to be cured by Tenant or otherwise or cause an action to cure a default to be commenced, and, subject to Section 43.03, Landlord shall not have the right to terminate this lease under the provisions of Article 22 or to reenter the Premises under the provisions of Article 23, or to otherwise terminate this lease, reenter the Premises or exercise any other rights or remedies under this lease by reason of a default by Tenant, until the cure period has expired without a cure having been made; provided however that nothing contained herein shall be deemed to impose upon any Leasehold Mortgagee the obligation to perform any obligation of Tenant under this lease or to remedy any default by Tenant hereunder. Landlord shall accept performance by a Leasehold Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant. Notwithstanding anything to

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the contrary contained herein, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this lease.

(b) Notwithstanding the provisions of Section 43.02(a) Landlord shall not have the right to terminate this lease under the provisions of Article 22 or to reenter the Premises under the provisions of Article 23, or to otherwise terminate this lease, reenter the Premises or exercise any other rights or remedies under this lease by reason of a default by Tenant, as long as:

(i) a Leasehold Mortgagee, in good faith, shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Force Majeure Causes, which for purposes of this Section 43.02(b) shall include causes beyond the control of such Leasehold Mortgagee instead of causes beyond the control of Tenant, or

(ii) if possession of the Premises is required in order to cure the default in question, a Leasehold Mortgagee, in good faith, (A) shall have entered into possession of the Premises with the permission of Tenant for such purpose or (B) shall have notified Landlord of its intention to institute foreclosure proceedings to obtain possession directly or through a receiver, and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives an assignment of this lease in lieu of foreclosure from Tenant, and, upon obtaining possession pursuant to clause (A) or clause (B) above, commences promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity (subject to Force Majeure Causes), or

(iii) if the Leasehold Mortgagee is the holder of the Leasehold Mortgage in question by collateral assignment and the foreclosure of its collateral assignment is required in order to act under clause (i) or clause (ii) above, a Leasehold Mortgagee, in good faith, shall have notified Landlord of its intention to institute proceedings to foreclose such collateral assignment and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives a direct and absolute assignment from the assignor under the collateral assignment of its interest in such mortgage, in lieu of foreclosure, and upon the completion of such foreclosure or the obtaining of such assignment commences promptly to act under clause (i) or clause (ii) above, or

(iv) a Leasehold Mortgagee, in good faith, shall have proceeded pursuant to clause (ii) or clause (iii) above and during the period such

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Leasehold Mortgagee is proceeding pursuant to clause (ii) or clause (iii) above, such default is cured;

provided, that the Leasehold Mortgagee shall have delivered to Landlord its written agreement to take the action described in clause (i), clause (ii) or clause (iii) above and, subject to the provisions of Section 43.02(d), shall have assumed the obligation to cure the default in question and that during the period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Tenant under this lease, to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods. Notwithstanding the foregoing, at any time after the delivery of the aforementioned agreement, the Leasehold Mortgagee may notify Landlord, in writing, that it has relinquished possession of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and in such event, the Leasehold Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to Landlord (except for any obligations assumed by the Leasehold Mortgagee and accruing prior to the date it delivers such notice) and thereupon, Landlord shall give notice thereof to the next Leasehold Mortgagee entitled to such notice under Section 43.03(e). Unless such default has been cured or Tenant’s time period to cure under Section 22.02 has not expired as of the date that is ten (10) days after the giving of such notice to such other Leasehold Mortgagee, Landlord shall thereafter have the unrestricted right, subject to and in accordance with all of the terms and provisions of this lease, to terminate this lease and to take any other action it deems appropriate by reason of any default by Tenant, and upon any such termination the provisions of Section 43.03 shall apply. For all purposes of this lease, the term “foreclosure proceedings” shall include, in addition to proceedings to foreclose a mortgage, where applicable, any foreclosure or similar proceedings commenced by a collateral assignee thereof with respect to its collateral assignment.

(c) From and after the date upon which Landlord receives notice of any mortgage by Tenant of its interest in this lease, Landlord and Tenant shall not modify or amend this lease in any respect or cancel or terminate this lease other than as provided herein without the prior written consent of the Leasehold Mortgagee(s) specified in such notice.

(d) Notwithstanding anything contained in Section 43.02(b) or elsewhere in this lease to the contrary, any default of Tenant under any provision of this lease which would not be susceptible of being cured by the Leasehold Mortgagee, even after completion of foreclosure proceedings or the Leasehold Mortgagee otherwise acquiring title to Tenant’s interest in this lease, shall be treated as if it were a default for which “possession of the Premises is required in order to cure” for purposes of clause (ii) of Section 43.02(b) and shall be automatically waived by Landlord upon the occurrence of the events described in clause (ii) or clause (iii) of Section 43.02(b), provided that during the pendency of such events all of the other obligations of Tenant under this lease,

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to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods. Notwithstanding anything in Section 43.02(b) to the contrary, no Leasehold Mortgagee shall have any obligation to cure any such default described above nor shall any Leasehold Mortgagee be required to agree in writing to cure such default in order to proceed under clause (ii) or clause (iii) of Section 43.02(b).

43.03. (a) In case of termination of this lease under the provisions of Article 22 or otherwise, or a reentry into the Premises under the provisions of Article 23 or otherwise, Landlord, subject to the provisions of Section 43.03(e), shall give prompt notice thereof to each Leasehold Mortgagee under a Leasehold Mortgage whose name and address shall have theretofore been given to Landlord, which notice shall be given as provided in Section 43.02(a). Landlord, on written request of such Leasehold Mortgagee made any time within fifteen (15) days after the giving of such notice by Landlord and at such Leasehold Mortgagee’s expense, shall execute and deliver within fifteen (15) days thereafter a new lease of the Premises to the Leasehold Mortgagee, or its nominee or designee, for the remainder of the term of this lease, upon all the covenants, conditions, limitations and agreements herein contained; provided that the Leasehold Mortgagee or its nominee or designee shall (i) pay to Landlord, simultaneously with the delivery of such new lease, all unpaid Fixed Rent and Additional Charges due under this lease up to and including the date of the commencement of the term of such new lease and all expenses including, without limitation, reasonable attorneys’ fees and disbursements and court costs, incurred by Landlord in connection with the default by Tenant, the termination of this lease and the preparation of the new lease, and (ii) deliver to Landlord a statement, in writing, acknowledging that Landlord, by entering into a new lease with the Leasehold Mortgagee or its nominee or designee, shall not have or be deemed to have waived any rights or remedies with respect to defaults existing under this lease, notwithstanding that any such defaults existed prior to the execution of the new lease, and that the breached obligations which gave rise to the defaults and which are susceptible of being cured by Leasehold Mortgagee or its nominee or designee are also obligations under said new lease, but such statement shall be subject to the proviso that the applicable grace periods, if any, provided under the new lease for curing such obligations shall begin to run as of the first day of the term of said new lease

(b) Any such new lease and the leasehold estate thereby created shall, subject to the same conditions contained in this lease, continue to maintain the same priority and protection as this lease with regard to any mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence (or if such new lease cannot, as a matter of law, continue to maintain such priority and protection, Landlord shall not terminate this lease on account of Tenant’s default, and both Landlord and Tenant shall cooperate with the Leasehold Mortgagee (and/or its nominee or designee) to effectuate an assignment of this lease by Tenant to the Leasehold Mortgagee (or its nominee or designee) such that the resulting lease between Landlord and the Leasehold Mortgagee (or such nominee or designee) will maintain such priority and

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protection). Concurrently with the execution and delivery of such new lease, Landlord shall assign to the tenant named therein all of its right, title and interest in and to moneys, if any, then held by or payable to Landlord which Tenant would have been entitled to receive but for the termination of this lease or Landlord’s exercise of its rights under Article 22 or 23.

(c) Upon the execution and delivery of a new lease under this Section 43.03, all subleases of the Premises which have become direct leases between Landlord and the sublessee thereunder pursuant to Section 7.07(b) or pursuant to a Landlord’s Non-Disturbance Agreement entered into by Landlord with such sublessee shall thereupon be assigned and transferred by Landlord to the tenant named in such new lease, and Landlord shall enter into Landlord’s Non-Disturbance Agreements with respect to any such subleases that became a direct lease with Landlord pursuant to a pre-existing Landlord’s Non-Disturbance Agreement. Between the date of termination of this lease and the earlier of (i) the date of execution and delivery of the new lease and (ii) the date such Leasehold Mortgagee’s option to request a new lease pursuant to this Section 43.03 expires if such Leasehold Mortgagee does not exercise such option, Landlord shall not enter into any new leases or subleases of the Premises, cancel or modify any then existing subleases, or accept any cancellation, termination or surrender thereof without the written consent of the Leasehold Mortgagee.

(d) Notwithstanding anything contained in this Section 43.03 to the contrary, a Leasehold Mortgagee shall have no obligation to cure any default by Tenant under any provision of this lease which is not susceptible of being cured.

(e) If there is more than one Leasehold Mortgage, Landlord shall recognize the Leasehold Mortgagee whose mortgage is senior in lien (or any other Leasehold Mortgagee designated by the Leasehold Mortgagee whose mortgage is senior in lien) as the Leasehold Mortgagee entitled to the rights afforded by Section 43.02 and this Section 43.03 for so long as such Leasehold Mortgagee shall be exercising its rights under this lease with respect thereto with reasonable diligence, subject to Force Majeure Causes, and thereafter Landlord shall give notice that such Leasehold Mortgagee has failed or ceased to so exercise its rights to the Leasehold Mortgagee whose mortgage is next most senior in lien (and so on with respect to each succeeding Leasehold Mortgagee that is given such notice and either fails or ceases to so exercise its rights), and then only such Leasehold Mortgagee whose mortgage is next most senior in lien shall be recognized by Landlord, unless such Leasehold Mortgagee has designated a Leasehold Mortgagee whose mortgage is junior in lien to exercise such right. If the parties shall not agree on which Leasehold Mortgage is prior in lien, such dispute shall be determined by a then current certificate of title issued by a title insurance company licensed to do business in the State of New York chosen by Landlord, and such determination shall bind the parties.

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(f) Notwithstanding anything to the contrary contained herein, Landlord shall not commence an action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) of Section 24.01 prior to the date upon which the rights of any Leasehold Mortgagee to cure Tenant’s default and to request and receive a new lease have expired.

43.04. (a) Notwithstanding anything to the contrary herein, any foreclosure under any Leasehold Mortgage, or any exercise of rights or remedies under or pursuant to any Leasehold Mortgage, including the appointment of a receiver, shall not be deemed to violate this lease or, in and of itself, entitle Landlord to exercise any rights or remedies. Notwithstanding any other provision of this lease to the contrary, this lease may be assigned (i) by Tenant to a Leasehold Mortgagee (or its nominee or designee) at any time that Tenant is in default under this lease or under such Leasehold Mortgage and (ii) by a Leasehold Mortgagee (or its nominee or designee) at a foreclosure sale or by an assignment in lieu thereof, in either case without the consent of Landlord, and the provisions of Article 7 shall be inapplicable to any such assignment.

(b) In the event of any lawsuit, arbitration, appraisal or other dispute resolution proceeding, or any proceeding relating to the determination of rent or any component thereof, between Landlord and Tenant, (i) Landlord shall notify each Leasehold Mortgagee of whom Landlord shall have been given notice of the commencement thereof, which notice shall enclose copies of all notices, papers, and other documents related to such proceeding to the extent given or received by Landlord, and (ii) except to the extent provided otherwise in the Leasehold Mortgage, each Leasehold Mortgagee shall be entitled to participate in such proceeding. Such participation may, to the extent so desired by the Leasehold Mortgagee, include (x) receiving copies of all notices, demands, and other written communications and documents at the same time they are served upon or delivered to Tenant, (y) filing any papers contemplated or permitted by such proceedings, and (z) attending and participating in all hearings, meetings, and other sessions or proceedings relating to such dispute resolution.

(c) Any insurance policies required to be maintained by Landlord under this lease shall name as additional insureds any Leasehold Mortgagees whose name and address shall have theretofore been provided to Landlord.

(d) Any assignment of subleases and/or the rents thereunder (i.e., an assignment of rents and leases) given to a Leasehold Mortgagee and/or any security interest in equipment or any other personal property given to a Leasehold Mortgagee shall, for all purposes of this lease be deemed to be “collateral to” a mortgage and made “in connection with” a mortgage, notwithstanding that such assignment or security interest secures an obligation to the Leasehold Mortgagee that is different from, or in addition to, that secured by the mortgage held by such Leasehold Mortgagee.

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(e) Tenant’s making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this lease, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this lease, be deemed to be an assignee or transferee of this lease so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant’s obligations hereunder except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of Tenant’s leasehold estate pursuant to a foreclosure or other exercise of rights or remedies under its Leasehold Mortgage (as distinct from its rights under this lease to cure defaults of Tenant hereunder). Notwithstanding anything to the contrary contained in this lease, no Leasehold Mortgagee, or any person acting for or on behalf of a Leasehold Mortgagee, or any person acquiring Tenant’s leasehold estate pursuant to any foreclosure or other exercise of a Leasehold Mortgagee’s rights under its Leasehold Mortgage, shall have any liability under or with respect to this lease or a new lease except during such period as such person is Tenant under this lease or a new lease. Notwithstanding anything to the contrary herein, such person’s liability shall not in any event extend beyond its interest in this lease or a new lease and shall terminate upon such person’s assignment or abandonment of this lease or the new lease.

(f) No Leasehold Mortgage shall affect or reduce any rights or obligations of either party under this lease. All such rights and obligations shall continue in full force and effect notwithstanding any Leasehold Mortgage.

(g) There shall be no limitation whatsoever on the amount or nature of any obligation secured by a Leasehold Mortgage, the purpose for which the proceeds of any such financing may be applied, the nature or character of any Leasehold Mortgagee, the subsequent assignment, transfer or hypothecation of any Leasehold Mortgage, or the creation of participation or syndication interests with respect to any Leasehold Mortgage.

(h) If any actual or prospective Leasehold Mortgagee requires any modification(s) of this lease, then Landlord shall, at Tenant’s or such Leasehold Mortgagee’s request and expense, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification(s) as such actual or prospective Leasehold Mortgagee shall require, provided that such modification(s) do not in any way alter the rent payable hereunder or the term hereof, or adversely affect Landlord’s rights or increase Landlord’s obligations hereunder to more than a de minimis extent.

(i) Landlord shall, at Tenant’s request and expense, acknowledge receipt of the name and address of any Leasehold Mortgagee (or proposed Leasehold Mortgagee) and confirm to such party that such party is or would be, upon closing of its loan, a Leasehold Mortgagee with all rights of a Leasehold Mortgagee under this lease, which acknowledgment shall, if requested, be in recordable form.

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(j) Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, Landlord shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the intentions of the parties with respect to Leasehold Mortgages as set forth in this lease, including a separate written instrument in recordable form signed and acknowledged by Landlord setting forth and confirming, directly for the benefit of specified Leasehold Mortgagee(s), any or all rights of Leasehold Mortgagees

(k) If a Leasehold Mortgagee’s Leasehold Mortgage expressly limits such Leasehold Mortgagee’s exercise of any rights and protections provided for in this lease, then as between Tenant and such Leasehold Mortgagee the terms of such Leasehold Mortgage shall govern. A Leasehold Mortgagee may, by notice to Landlord, temporarily or permanently waive any specified rights of a Leasehold Mortgagee under this lease, and any such waiver shall be effective in accordance with its terms, but any such waiver shall not bind any subsequent Leasehold Mortgagee under a subsequent Leasehold Mortgage unless Landlord has relied to its detriment upon the initial waiver. Tenant’s default as mortgagor under a Leasehold Mortgage shall not constitute a default under this lease except to the extent that Tenant’s actions or failure to act in and of itself constitutes a breach of its obligations under this lease.

ARTICLE 44

Right Of First Offer To Purchase

44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering

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Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be deemed to constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a)).

(b) Among other matters, the Offer Contract shall incorporate the following (“Terms”):

(i) a closing date that is thirty (30) days following the date of the Offer Contract;

(ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant;

(iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and

(iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and any liens created or arising from the acts of Tenant or its agents, or anyone claiming by or through such parties).

44.02. (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be no less than ninety-five percent (95%) of the Offer Price taking into account all material relevant economic

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matters, including, without limitation, the payment of the purchase price in its entirety in cash (subject to any assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (6) months after the date of Tenant’s refusal or deemed refusal to purchase, and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice.

(b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not more than ten (10) Business Days following a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith.

44.03. Tenant’s rights granted under this Article 44 shall not apply to any Permitted Transfer.

44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease, any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant or its assignee or subtenant.

44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of

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sale submitted hereunder (except that Tenant may disclose such information (i) to such of its executive officers, employees and professional advisors as are reasonably required in connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to this Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive).

44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate.

44.07. The provisions of this Article 44 shall be null and void if the Tenant under this Lease is no longer a Citibank Tenant.

[signature page follows]

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

RECKSON COURT SQUARE, LLC,
Landlord
By:	Reckson Operating Partnership, L.P., a Delaware limited partnership, its sole member
By:	Reckson Associates Realty Corp., a Maryland corporation, its general partner
By:	/s/ Jason Barnett
Name:	Jason Barnett
Title:	EVP
CITIBANK, N.A., Tenant
By:	/s/ Joseph W. Sprouls
Name:	Joseph W. Sprouls
Title:	Vice President
Tenant’s Federal Identification Number: 13-5266470

Schedule 1

Lease Year	Fixed Rent Per RSF		Annual Fixed Rent
Yr 1	$	21.70	$	30,415,371
Yr 2	$	21.90	$	30,689,109
Yr 3	$	22.09	$	30,965,311
Yr 4	$	22.29	$	31,243,999
Yr 5	$	22.49	$	31,525,195
Yr 6	$	22.69	$	31,808,922
Yr 7	$	22.90	$	32,095,202
Yr 8	$	23.10	$	32,384,059
Yr 9	$	23.31	$	32,675,516
Yr 10	$	23.52	$	32,969,595
Yr 11	$	23.73	$	33,266,322
Yr 12	$	23.95	$	33,565,718
Yr 13	$	24.16	$	33,867,810
Yr 14	$	24.38	$	34,172,620
Yr 15	$	24.60	$	34,480,174

Schedule 2

Employee	Job Title
Marchewka,Teresa	Cleaning Supervisor ( Local 32)
Abukar,Shueyb	Bathroom Porter(32)-42fl to34th
Acosta,Gloria	Cleaning Person(32)-12 fl&91/2
Acosta,Maria E.	Cleaning Person(32)-35fl & 341/2
Barbosa,Lazaro	Rotunda&Outside Porter(32)
Berdecia,Lisandra	Cleaning Person(32)-50,61/2&Clevel
Bicic,Ismeta	Day Matron-Bathroom Attendant
Bullock,Charles J.	Bathroom Porter(32)-25fl to 17th
Castillo,Alexandra	Cleaning Person(32)-49th & 47th fl
Contreras,Rafael	Bathroom Porter(32)-33 to 25th fl
Chumbiauca,Nelly E.	Cleaning Person(32)-15th & 311/2 fl
Coffey,Deborah	Freight Elev.Operator(32)
Cuartas,Daira	Cleaning Person(32)-20th&211/2fl
Delgado,Francisco	Utility Porter(32)
Diaz,Obdulio	Loading Dock Trash Porter(32)
Dusj,Paska	Cleaning Person(32)-41fl & 421/2 fl
Dusta,Ljuljduraj	Cleaning Person(32)-26th &251/2fl
Dyndor,Janina	Cleaning Person(32)-40th &421/2 fl
Eley,Archie	Bathroom Porter(32)-16th to 7th fl
Feliz,Luz Maria	Cleaning Person(32)-33rd &311/2fl
Fernandez,Jose A.	Lobby Marble Porter(32)
Frederique,Laurette	Cleaning Person(32)-19th &211/2fl
Giraldo,Maria T.	Cleaning Person(32)-44th &281/2fl
Grdoc,Minire	Cleaning Person(32)-32nd &431/2fl
Karaduzovic,Fadila	Cleaning Person(32)-30th & 341/2fl
Kearse,Richard S.	Utility Porter(32)
Kohen,Nesim	Utility Porter(32)
Maqellara,Shkumbim	Bathroom Attendant(32)
Martinez,Carlos	Cafeteria&Branch Bank Porter
Martinez,Carmen L.	Cleaning Person(32)-10th&91/2 fl
Mocanu,Mitrita	Cleaning Person(32)-23rd & 171/2fl
Montero,Carlos	Tenant Porter(32)
Morales,Juan	Bathroom Porter(32)-50fl to 42nd
Mrkulic,Nedzad J.	Bathroom Porter(32)-L/R&H/R
Mrkulic,Sehrija	Cleaning Person(32)-8th & 71/2fl
Osorio,Orlando J.	Lobby&Elev.Cars Porter(32)
Quiroz,Luis	Specialty Services Porter(32)
Rasim,Nezirovski	Freight/Rubbish Operator(32)
Reci,Sabajdin	Loading Dock Trash Porter(32)
Rickheeram,Mootiram	Foreman
Rivas,Maria	Cleaning Person(32)-48th & 46thfl
Rivas,Oscar	Garbage Bins/Moving Boxes
Rodriguez,Altagracia	Cleaning Person(32)-24th & 61/2fl
Rodriguez,Cristina	Cleaning Person(32)-45th&431/2fl

Employee	Job Title
Rodriguez,Sylvia C.	Cleaning Person(32)-18th&171/2fl
Rojas,Blanca I.	Rojas,Blanca(32)-11th&141/2fl
Saljihi,Agron	Working Foreman(32)
Salvador,Mario	Tenant Porter(32)
Sanchez,Mirna E.	Cleaning Person(32)-37th&381/2fl
Stojanovski,Branko	Recycling
Sulejman,Islam	Freight/Rubbish Operator(32)
Suriel,Francisca	Cleaning Person(32)-36th&381/2fl
Tello,Augusto C.	Lobby Attendant
Thomas,Monica W.	Cleaning Person(32)-L/R5TH&4FL
Trejos,Luz Stella	Cleaning Person(32)-22nd&71/2fl
Varghese,Elizabeth	Cleaning Person(32)-16th&141/2fl
Veras,Jose	Utility Porter(32)
Vukelj,Jasmina	Cleaning Person(32)-29th&281/2fl
Walker,Darnley S.	Outside Porter(32)
Wilson,Helen	Day Matron-Bathroom Attendant
Zabrocka,Danuta	Cleaning Person(32)-39th&Clevel
Zaorska,Barbara	Cleaning Person(32)-27th&251/2fl
Varone,Frederick J.	Chief Engineer
Vezza,Dom	Assistant Chief Engineer
Marino,Louis John	Engineer
Orlando,James	Engineer
Vallone,Vito	Engineer
Buckley,Thomas H.	Engineer
Moore,John D.	Engineer
Mazzone,Joseph V.	Engineer
Chin,Kevin	Engineer
McGee,John Patrick	Engineer
Piro,Michael H.	Engineer Helper
Woods,Christopher M.	Engineer Helper
Suden,Kenneth	Apprentice Engineer Helper
Osorio Jr.,Hugo	Apprentice Engineer Helper
Mohamoud,Mohamed A.	Engineer Helper
Lee,Harry	Locksmith

2

Schedule 3

Current Occupancy Agreements

EXHIBIT A

Legal Description

ALL THAT CERTAIN PLOT, PIECE, OR PARCEL OF LAND, SITUATE, LYING, AND BEING IN THE BOROUGH AND COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE NORTHWESTERLY SIDE OF JACKSON AVENUE WITH THE WESTERLY SIDE OF COURT SQUARE;

RUNNING THENCE SOUTH 33 DEGREES 20 MINUTES 00 SECONDS WEST AND ALONG THE NORTHWESTERLY SIDE OF JACKSON AVENUE, 220.449 FEET TO THE NORTHERLY SIDE OF 45TH AVENUE;

THENCE SOUTH 75 DEGREES 17 MINUTES 05.2 SECONDS WEST AND ALONG THE NORTHERLY SIDE OF 45TH AVENUE, 286.083 FEET;

THENCE NORTHERLY AT RIGHT ANGLES TO THE NORTHERLY SIDE OF 45TH AVENUE, 25.003 FEET;

THENCE WESTERLY PARALLEL WITH THE NORTHERLY SIDE OF 45TH AVENUE, 90.027 FEET TO THE EASTERLY SIDE OF 23RD STREET;

THENCE NORTH 14 DEGREES 42 MINUTES 54.8 SECONDS WEST AND ALONG THE EASTERLY SIDE OF 23RD STREET, 75.011 FEET;

THENCE EASTERLY AT RIGHT ANGLES TO THE EASTERLY SIDE OF 23RD STREET, 115.013 FEET;

THENCE NORTHERLY AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, 100.015 FEET TO THE SOUTHERLY SIDE OF 44TH DRIVE;

THENCE NORTH 75 DEGREES 17 MINUTES 05.2 SECONDS EAST AND ALONG THE SOUTHERLY SIDE OF 44TH DRIVE, 425.048 FEET TO THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF 44TH DRIVE WITH THE WESTERLY SIDE OF COURT SQUARE;

RUNNING THENCE SOUTH 14 DEGREES 42 MINUTES 54.8 SECONDS EAST AND ALONG THE WESTERLY SIDE OF COURT SQUARE 52.659 FEET TO THE CORNER FORMED BY THE INTERSECTION OF THE NORTHWESTERLY SIDE OF JACKSON AVENUE WITH THE WESTERLY SIDE OF COURT SQUARE, THE POINT OR PLACE OF BEGINNING.

FOR INFORMATION ONLY: BLOCK 79 LOT 30

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EXHIBIT B

Not Used

B-1

EXHIBIT C

ONE COURT SQUARE

MAINTENANCE SCHEDULE

I. MAINTENANCE AND TESTING

• Annual black out simulation and functionality testing of the entire emergency and standby power systems.

• Quarterly testing of the entire emergency and standby power systems by placing all the automatic transfer switches in the test position.

• Preventive and predictive maintenance programs:

• Annual Thermal scanning.

• Emergency and standby generation maintenance.

• Switch gear and buss duct maintenance

• Vibration analysis

• Indoor air quality and domestic water sampling/testing

• Chiller maintenance

II. COMMON AREA CLEANING

1. Main Lobby

Daily:

• Empty lobby trash receptacles as needed, but not less than four times per day.

• Periodically clean lobby glass and entrance glass of fingerprints and smudges.

• Carpet sweep walk-off mats as needed.

• Spot clean chrome and bright work as needed.

• Place and / or pick up walk-off mats as weather conditions require. Shampoo as required.

Nightly:

• Wet mop all flooring paying special attention to corners, edges, and baseboard. Remove all scuffs and stains.

• Wipe clean and dust all visitor reception areas, including removal of any trash. Clean and sanitize all telephones.

• Dust and clean lobby directory.

• Dust and clean all walls from floor to 72” above floor.

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• Clean and polish all metal doors and bucks, handrails, revolving doors and drums of revolving doors, interior and exterior.

• Wipe clean and polish all planters.

• Wipe down and clean the security desk area and equipment.

• Remove all finger marks, dirt smudges, graffiti, etc., from all revolving doors, frames, glass doors, partitions, windows, walls, elevator doors and elevator jambs.

• Empty (clean and sanitize as needed) all waste receptacles. Remove wastepaper and waste materials to designated area.

• Remove gum from walk-off mats and all other types of flooring.

• Vacuum all walk-off mats.

• Vacuum, clean and polish all floor saddles.

• Clean and sanitize all public telephones and surrounding area.

• Dust all flat surfaces including furniture.

• Place and / or pick up walk-off mats as weather conditions require.

Weekly:

• Dust all low reach areas including, but not limited to, chair rungs, structural and furniture ledges, baseboards, window sills, door louvers, moldings, etc.

• Dust all fire extinguishers cabinets or enclosures, enunciator panels and pull stations.

• Sweep, mop and spray buff all hard flooring. Ensure a consistent finish around edges and base.

• Wash and disinfect all waste receptacles.

Monthly:

• Dust all high reach areas including, but not limited to, tops of doors, frames, pictures, lamps, light fixtures, window blinds, air diffusers and return grills, ventilating louvers.

• Machine clean and polish all flooring. All flooring shall be maintained, at the minimum, as a mid gloss finish at all times.

Quarterly:

• Clean all wall panels 72” and higher.

2. Elevators

Daily:

• Elevator cabs to be policed no less than four times per day. All floors are to be swept and mopped or vacuumed as needed.

• All metal finishes, including all call buttons and indicators, shall be cleaned of all finger marks and smudges not less than four times per day.

Nightly:

• Vacuum clean and polish all elevator saddles and tracks; if necessary, sweep heavier debris with brush to remove.

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• Sweep and mop all stone flooring in passenger elevators. Vacuum if carpeted.

• Damp wipe panel walls, call buttons and indicators of elevator cabs to remove any smudges or graffiti.

• Wipe down all metal finishes in cabs including, but not limited to, all indicators, panels, and doors. Remove any foreign matter or debris from light fixtures.

• Thoroughly clean freight elevator cabs including sweeping and mopping floor, and damp wiping all walls and doors. When elevator cab is used for hauling trash, the cab must be disinfected.

• Report any mechanical deficiencies or damage to the Agent.

Monthly:

• Machine clean and polish all flooring. All flooring shall be maintained, at the minimum, as a mid gloss finish at all times. Shampoo if carpeted.

3. Stairwells

Weekly:

• Police all stairwells throughout the building and keep in clean condition by sweeping or picking up trash and litter from the stairs / floors.

• Spot mop and sanitize stairs / floors immediately when made necessary by sickness, spillage or as otherwise necessary to ensure personal safety.

• Damp wipe finger marks, smears, smudges and graffiti on stairway doors and wall surfaces, hose racks and handrails.

• Report any unauthorized equipment or supplies to the Agent.

Monthly:

• Clean fire hoses, fire hose cabinets and similar equipment as needed, but at least once per month.

• Wet mop landings, steps and treads. Wipe down railings.

4. Elevator Lobbies / Common Areas

Nightly:

• Sweep and damp mop uncarpeted areas.

• Vacuum all carpeted areas.

• Wipe clean all elevator call buttons and indicator lights.

• Damp wipe to remove all smudges, marks and fingerprints from walls and glass entrance doors.

• Wipe clean all signage.

Weekly:

• Detail vacuum all carpeted areas.

• Dust all ventilation louvers.

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• Sweep and mop all maintenance areas and basement corridors.

• Spot clean all wall finishes with clean damp cloth.

• Wipe with clean damp cloth all doors, doorframes, and high reach areas not cleaned during nightly cleaning.

Monthly:

• Wipe clean all baseboards.

• Wipe clean and / or dust all ventilation louvers and light fixtures.

• Clean all wood doors with approved cleaning agent.

Quarterly:

• Basement corridors should be washed clean, from floor to ceiling, to remove smudges, marks and stains.

5. Exterior Sidewalks and Plaza

Daily:

• Police and remove debris from planters as need but not less than four (4) times daily.

• Using a hose, rinse all sidewalks and plaza area before 7:00 a.m. or as requested by Agent (weather permitting).

• Use exterior vacuum and / or blower to clear grounds of all leaves and debris before 8:00 a.m.

• Sweep sidewalks, curbs, and Plaza using a power vacuum (provided by contractor) removing and / all foreign matter. Police throughout day but not less than six (6) times per day.

Weekly:

• Remove gum from sidewalks.

• Remove graffiti as needed.

• Clean exterior façade from ground level to 8 feet.

6. Loading Dock and Receiving Area

Daily:

• Police the loading dock / receiving area, including all office areas, not less than three (3) times per day.

• Sweep all areas to ensure a litter free area.

• Respond to all spills and emergencies as may be required.

• Remove debris from compactor area.

• Place all trash and recyclable trash in designated areas.

Nightly:

• Place all trash and recyclable trash in designated areas.

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• Keep loading dock area clear of rubbish and debris.

• Clean all office areas consistent with section “III. OFFICE AREAS” of the general cleaning specification.

Weekly:

• Rinse and disinfect loading dock / receiving area.

7. Snow Removal

Contractor will be responsible for the removal of snow and ice from all walkways, sidewalks and entrance stairs at all times; this will include weekend and after hours snowfall. Contractor shall provide all snow removal equipment, i.e. snow blowers, plows, shovels, etc.

• Snow / ice will be removed immediately as accumulations occur during the day or night, including weekends.

• All sidewalk areas to be maintained completely clear of snow / ice, spread snowmelt chemicals (approved by Agent) as conditions require throughout the storm and after the storm as conditions warrant.

• Remove snow / ice from crosswalks for easy pedestrian access.

• Truck entrances and loading dock areas to be completely free of snow / ice.

• All emergency exits must be clear of snow and ice.

• Sufficient personnel, as judged by Agent, shall be on site throughout the duration of the storm and subsequent cleanup.

• At all times, maintain the facility in a “slip free” condition.

8. Roof Top / Set Backs

Monthly:

• Keep all areas free of debris, including spraying to control weeds.

9. Building Service Areas / Mechanical Space

Daily:

• Keep Cleaning / Maintenance Office, Engineering Office, and all maintenance and security locker rooms, including locker room lavatories, in a neat and orderly condition, consistent with that of the rest of the building.

• All slop sinks and closets are to be kept neat and clean at all times. Mops, rags and equipment are to be cleaned and stored in an orderly fashion.

• Maintain an orderly arrangement of all janitorial supplies and equipment, including all paper products.

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• Police all locker rooms and locker rooms lavatories throughout the day consistent with that of the rest of the building.

Monthly:

• Sweep and / or clean all telephone, electrical, and mechanical closets under the supervision of the Agent.

• Provide periodic cleaning and maintenance to all locker room lavatories consistent with that of the rest of the building.

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EXHIBIT D

Superior Mortgagee SNDA Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT, dated the      day of                     , 200   by and among                      (hereinafter called “Mortgagee”),                             , a                             , having an office at                                                           (hereinafter called “Landlord”) and Citibank, N.A., a national banking association, having an office at One Court Square, Long Island City, New York 11120 (hereinafter called “Tenant”).

W I T N E S S E T H:

WHEREAS, Tenant has entered into a certain lease dated as of the date hereof with Landlord (such lease, as same may be amended and restated pursuant to the form of lease annexed thereto as Exhibit J, is hereinafter called the “lease” or the “Lease”), covering the entire land and improvements thereon commonly known as One Court Square and located in Long Island City, New York, as more particularly described on Schedule A attached hereto; and

WHEREAS, Mortgagee has made a certain mortgage loan (hereinafter called the “Mortgage”) to the Landlord and the parties desire to set forth their agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

1. Subject to the terms and conditions hereof, the lease is and shall be subject and subordinate in each and every respect to the lien of the Mortgage insofar as it affects the real property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon.

2. Tenant agrees that after notice is given to Tenant by Mortgagee it will attorn to and recognize Mortgagee, any purchaser at a foreclosure sale under a Mortgage, and the successors and assigns of Mortgagee or any such purchasers who acquires the premises demised (the “Premises”) under the Lease (any of such parties is herein referred to as an “Acquiring Party”) in the event of any suit, action or proceeding for the foreclosure of a Mortgage or to enforce any rights thereunder, any judicial sale or execution or other sale of the Premises or the giving of a deed in lieu of foreclosure of any default under a Mortgage (each, an “Attornment Event”), as its landlord for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the

D-1

same terms and conditions set forth in the Lease and this Agreement. Such attornment is to be effective as of the date that such Attornment Event occurs, without the execution of any further agreement. However, Tenant and the Acquiring Party agree to confirm the provisions of this Agreement in writing upon the request of either party.

3. In the event that it should become necessary to foreclose a Mortgage, Mortgagee thereunder or any Acquiring Party will not terminate the Lease nor join Tenant in summary or foreclosure proceedings (unless Tenant is a necessary party thereto under law), nor disturb the possession of Tenant, nor diminish or interfere with Tenant’s rights and privileges under the Lease or any extensions or renewals of the Lease entered into pursuant to the Lease or consented to by Mortgagee, as applicable, so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease.

4. In the event that Mortgagee or an Acquiring Party shall succeed to the interest of Landlord under the Lease (the date of such succession being hereinafter called the “Succession Date”), so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease, Mortgagee or the Acquiring Party, as the case may be, shall not disturb the possession of Tenant and shall be bound by all of Landlord’s obligations under the Lease; provided that neither the Mortgagee or Acquiring Party shall be:

(a) liable for any act or omission or negligence or failure or default of any prior landlord (including Landlord) to comply with any of its obligations under the Lease, except to the extent that (1) such act or omission constitutes a default by landlord under the Lease and continues after the Succession Date, and (2) Mortgagee’s or Acquiring Party’s liability is limited to the effects of the continuation of such act or omission from and after the Succession Date and shall not include any liability of any prior landlord (including Landlord) which accrued prior to the Succession Date; or

(b) liable for the return of any security deposit, except to the extent such security deposit shall have been paid over (or assigned, in case of any letter of credit) to the Mortgagee or Acquiring Party; or

(c) subject to any counterclaims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) except to the extent (1) that such counterclaims, offsets or defenses shall have accrued in accordance with the terms of the Lease, including, without limitation, any offsets with respect to Landlord Reimbursement Amounts (as defined in the Lease) or (2) the basis for such counterclaims, offsets or defenses continue to exist from and after the Succession Date; provided that Mortgagee receives notice thereof in accordance with the Lease; or

(d) bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord, including Landlord, under the

D-2

Lease (other than customary prepayments of operating expense and real estate tax and Landlord Reimbursement Amounts); or

(e) bound by any amendment or modification of the Lease made without its consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Lease in accordance with all of the material terms of the Lease governing the exercise of such specific right or option.

5. Tenant agrees to give the Mortgagee and/or Acquiring Party, a copy of any notice of default served upon the Landlord by Tenant with respect to a default which would entitle Tenant to terminate the Lease at such time as such notice is served upon Landlord, provided that prior to such notice Tenant has been notified, in writing (by way of Notice of Assignment of Rents and Leases, or otherwise), of the address of the Mortgagee and/or Acquiring Party. Tenant shall not so terminate the Lease (other than with respect to any Tenant right to terminate the Lease under Article 19) unless such act or omission shall not be remedied within thirty (30) days after the giving of such notice to Mortgagee and/or Acquiring Party; provided, that if such act or omission cannot with due diligence be remedied within a period of thirty (30) days, and if Mortgagee and/or Acquiring Party commences the remedies necessary to cure such act or omission within such thirty (30) days and thereafter prosecutes such remedies with reasonable diligence, then the period of time after the giving of such notice by Tenant within which such act or omission may be remedied shall be extended so long as Mortgagee prosecutes the remedying of such act or omission with reasonable diligence.

6. Mortgagee hereby consents to the Lease and, subject to the provisions of Paragraph 4(e) hereof, all of the terms and conditions thereof, and the terms of the Mortgage shall not affect such terms and conditions of the Lease, including, but not limited to, the specific provisions of the Lease governing assignments, subletting, alterations, repairs, contesting requirements of law, contracting the size of the Premises and extending the term of the Lease, as all such provisions are more particularly set forth in the Lease.

7. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made hereunder (hereinafter collectively called “notices”) shall be in writing (whether or not so stated elsewhere in this agreement) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the other party as follows:

If to Mortgagee:

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with a copy to:

If to Landlord:

with a copy to:

If to Tenant:

with a copy to:

with an additional copy to:

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the other, given at least fifteen (15) days before such change of address or notice party is to become effective.

8. The liability of Mortgagee for the performance of any obligation of Landlord under the Lease shall be limited to Mortgagee’s interest in the Premises (which shall be deemed to include the proceeds of any insurance, condemnation, sale or refinancing proceeds received by Mortgagee or an Acquiring Party with respect to all or any portion of the Premises), and Tenant hereby agrees that any monetary judgment it may obtain against Mortgagee as a result of Mortgagee’s failure, as Landlord, to perform any of Landlord’s obligations under the Lease shall be enforceable solely against

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Mortgagee’s interest in the Property. Notwithstanding the foregoing, Mortgagee shall not, by virtue of the Mortgage, be or become a mortgagee-in-possession or become subject to any liability or obligation under the Lease or otherwise until Mortgagee shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise.

9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.

MORTGAGEE:

By:

Name:

Title:

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

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STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the      day of                     , 200  , before me, the undersigned, a Notary Public in and for said State, personally appeared                                              , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the      day of                     , 200  , before me, the undersigned, a Notary Public in and for said State, personally appeared                                              , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-7

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the      day of                     , 200  , before me, the undersigned, a Notary Public in and for said State, personally appeared                                              , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-8

SCHEDULE A

Description of Premises

D-9

EXHIBIT E

Not Used

E-12

EXHIBIT F

Not Used

F-1

EXHIBIT G

Landlord’s Non-Disturbance Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT made as of the      day of                     , 200_ by and among                             (hereinafter called “Landlord”),                             (hereinafter called “Tenant”), and                             (hereinafter called “Subtenant”).

W I T N E S S E T H:

WHEREAS, Landlord is the landlord under that certain lease dated as of                     , 2005 between Landlord, as lessor, and Tenant, as lessee (hereinafter called the “Overlease”), covering the entire premises (hereinafter called the “Demised Premises”) in the building known as One Court Square, Long Island City, New York (hereinafter called the “Building”) on land more particularly described in Exhibit A annexed hereto; and

WHEREAS, a portion of the Demised Premises comprised of                             (hereinafter called the “Sublease Premises”) has been subleased to Subtenant pursuant to that certain sublease dated as of                     , 20     between Tenant, as sublessor, and Subtenant, as sublessee (hereinafter called the “Sublease”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid, the parties hereto agree as follows:

1. So long as Subtenant is not in default, after notice and the lapse of any applicable grace period, in the performance of any terms, covenants and conditions to be performed on its part under the Sublease, then in such event:

(a) Unless any applicable law requires same, Subtenant shall not be joined as a party defendant in any action or proceeding which may be instituted or taken by the Landlord for the purpose of terminating the Overlease by reason of any default thereunder;

(b) Subtenant shall not be evicted from the Sublease Premises nor shall any of Subtenant’s rights under the Sublease be affected in any way by reason of any default under the Overlease, and

(c) Subtenant’s leasehold estate under the Sublease shall not be terminated or disturbed by reason of any default under the Overlease.

2. (a) If Landlord shall succeed to the rights of Tenant under the Sublease by termination of the Overlease or the expiration of the term thereof or

G-1

otherwise, Landlord, as Subtenant’s landlord under said Sublease, shall accept Subtenant’s attornment and Subtenant agrees to so attorn and recognize Landlord as Subtenant’s landlord under said Sublease without further requirement for execution and delivery of any instrument to further evidence the attornment set forth herein. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver any instrument that may reasonably be required to evidence such attornment.

(b) Subject to the provisions of subparagraph 2(c) below, upon any such attornment and recognition, the Sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord and Subtenant upon all of the then executory terms, conditions and covenants as are set forth in the Sublease (as the same incorporates by reference the Overlease, notwithstanding the termination of the Overlease), and shall be applicable after such attornment, provided, to the extent that Landlord has any rights under the Overlease which are applicable to the Demised Premises and are in addition to the rights of the lessor under the Sublease, such rights shall be deemed incorporated into the Sublease, notwithstanding the termination of the Overlease; and provided, further that Landlord shall not be (i) subject to any credits, offsets, defenses or claims which Subtenant might have against Tenant; nor (ii) bound by any rent which Subtenant might have paid for more than the current month to Tenant (other than customary prepayments of Taxes and Operating Expenses), unless such prepayment shall have been made with Landlord’s prior written consent; nor (iii) liable for any act or omission of Tenant; nor (iv) bound by any covenant to undertake or complete any improvement to the Sublease Premises or the Building; nor (v) be required to account for any security deposit other than any security deposit actually delivered to Landlord; nor (vi) liable for any payment to Subtenant of any sums, or the granting to Subtenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Sublease Premises or any portion thereof; nor (vii) bound by any amendment, modification or surrender of the Sublease made without Landlord’s prior written consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Sublease in accordance with all of the material terms of the Sublease governing the exercise of such specific right or option. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any action or proceeding for the purpose of terminating the Overlease by reason of any default thereunder.

(c) Notwithstanding anything to the contrary contained herein, in the event that the rental rate set forth in the Sublease, on a per rentable square foot basis (including fixed rent and additional rent on account of real estate taxes, operating expenses and electricity), after taking into account all rent concessions provided for in the Sublease, is less than the Minimum Sublease Rent (as such term is defined in Section 7.09 of the Lease), the Sublease shall be deemed to be automatically amended effective as of the date of the aforementioned attornment and recognition so that from and after the

G-2

date of such attornment and recognition, the rental rate payable under the Sublease shall be increased to an amount that is equal to all of the same economic terms and conditions (including fixed rent and additional rent on account of real estate taxes, operating expenses and electricity) that would have been applicable as between Landlord and Tenant under the Overlease with respect to the Sublease Premises for the period commencing on such date of attornment and ending on the expiration date of the such Sublease. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver an amendment to the Sublease, in form reasonably satisfactory to Landlord and Subtenant, setting forth such increase in the rental rate payable under the Sublease to the Lease Rent; provided, however, that the absence of such written amendment shall not, in any event, affect the automatic rental increase described herein.

3. The Sublease now is and shall remain subject and subordinate to the Overlease and to any ground or underlying lease affecting the Demised Premises and to all renewals and replacements, extensions, consolidations and modifications thereof, and to all other matters to which the Overlease shall be subordinate, subject to the terms and conditions of this Agreement.

4. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their successor and assigns.

5. This Agreement may not be modified except by an agreement in writing signed by the parties or their respective successors in interest.

6. Any notice, statement, demand, consent, approval or other communication (collectively, “notices”) required or permitted to be given, rendered or made pursuant to, under, or by virtue of this Agreement (or any amendment to the Sublease made pursuant hereto) must be in writing and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the party for whom intended at its address set forth above. Notices shall be deemed to have been given, rendered and made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the others, given at least fifteen (15) days before such change of address or notice party is to become effective.

[Signatures follow]

G-3

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

SUBTENANT:

By:

Name:

Title:

G-4

EXHIBIT H

Not Used

H-1

EXHIBIT I

Form of Memorandum of Lease

MEMORANDUM OF LEASE

between

                            ,

as Landlord

and

CITIBANK, N.A.,

as Tenant

Dated: As of May 12, 2005

Location of Premises

Long Island City, County of Queens and State of New York
Address:	One Court Square (25-01 Jackson Avenue)
Section:
Block:	79
Lot:	30
Record and Return to:
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
Attention: Dean A. Stiffle, Esq.

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.

NAME AND ADDRESS OF LANDLORD:	Reckson Court Square, LLC c/o Reckson Associates Realty Corp. 1350 Avenue of the Americas, Suite 901 New York, New York 10019
NAME AND ADDRESS OF TENANT:	Citibank, N.A. One Court Square 25-01 Jackson Avenue Long Island City, New York 11120
DATE OF LEASE:	As of May 12, 2005
DESCRIPTION OF PREMISES:	The Premises consist of the land and improvements (the “Building”) thereon located One Court Square, Long Island City, New York, such land being more particularly described in Schedule A attached hereto (the “Real Property”).
COMMENCEMENT DATE OF INITIAL TERM:	May 12, 2005
EXPIRATION DATE OF INITIAL TERM:	May 11, 2020
RIGHT TO GRANT EASEMENTS	Tenant has the right to grant certain easements which burden the Real Property as more particularly described in Article 33 of the Lease.
RENEWAL TERMS:	The Lease contains five (5) five (5) year extension options. The extension options are more particularly described in Article 36 of the Lease.
RIGHT TO GRANT LEASEHOLD MORTGAGES	Tenant may subject its interest in the Lease and the leasehold interest created thereby may at any time and from time to time be, directly or indirectly, to one or more leasehold mortgages. The holders of any such leasehold mortgages shall be entitled to certain rights under the Lease as more particularly set forth in the Lease, including Article 43 thereof.

I-1

RIGHT OF FIRST OFFER TO PURCHASE:	The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described in Article 44 of the Lease.
NAMING AND SIGNAGE RIGHTS:	Tenant has the right to name the Building, and Tenant has exclusive rights with respect to signs, banners, flags, monuments, kiosks and other means of identification, as more particularly described in Articles 16 of the Lease
ROOFTOP RIGHTS:	Tenant has exclusive rights with respect to the rooftop of the Building, as more particularly described in Article 39 of the Lease.
SURVIVING OBLIGATIONS:	Landlord’s obligations pursuant to Section 3.05(a) of the lease with survive the termination of the Lease
CONTRACTION RIGHTS:	Tenant has the right to surrender portions of the Premises, as more particularly described in Article 4, upon which the Lease will be amended and restated in the form annexed to the Lease as Exhibit J.

This instrument is intended to be only a Memorandum of Lease, reference to which is hereby made for all of the terms, conditions and covenants of the parties. This instrument shall not be construed to modify, change, vary or interpret said Lease or any of the terms, covenants or conditions thereof. In all instances, reference to the Lease should be made for a full description of the rights and obligations of the parties. The recordation of this Memorandum is in lieu of, and with like effect as, the recordation of the Lease.

[signatures follow]

I-2

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease on the date hereinabove first set forth.

WITNESS:		LANDLORD:
By:		By:
	Print Name	Name:
		Title:
WITNESS:		TENANT:
By:		CITIBANK, N.A., a national banking association
	Print Name
		By:
		Name:
		Title:

I-3

State of New York
	} SS:
County of New York

On the      day of                      in the year 2005 before me, the undersigned, a Notary Public in and for said State, personally appeared                             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

State of New York
	} SS:
County of New York

On the      day of                      in the year 2005 before me, the undersigned, a Notary Public in and for said State, personally appeared                             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

I-4

SCHEDULE A

Legal Description

I-5

EXHIBIT J

Form of Restated and Amended Lease

[See attached]

J-1

EXHIBIT K

Not Used

K-1

EXHIBIT L

(See Attached Site Plan—Adjacent Parcel)

L-1

EXHIBIT M-1

Form of Tenant’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Landlord, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Tenant”) hereby certifies to Landlord that as of the date hereof:

1. The undersigned is the tenant under that certain Lease dated as of                              by and between                             , a                                          (“Landlord”) and Tenant [**, as amended by                                          (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the he building known as One Court Square, 25-01 Jackson Avenue in the Long Island City, County of Queens and State of New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                              and shall expire on                             , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Tenant has exercised the following options to extend the term of the Lease (if none, please state “none”):                                                                                                       , and Tenant has the following unexercised options to extend the term of the Lease (if none, please state “none”):                                                                                                       .

5. Tenant has exercised the following rights of first offer, rights of first refusal and/or other expansion rights with respect to the Property (if none, please state “none”):                                                                                                       .

M-1-1

6. Fixed Rent is paid through and including                              and Tax Payments are paid through and including                             . No Fixed Rent has been paid more than 30 days in advance.

7. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                                                                       .

8. Tenant has no option or right to purchase the Leased Premises or the Property, or any part thereof, or any interest therein other than as set forth in Article 44 of the Lease.

9. Tenant has not sublet all or a portion of the Leased Premises, except as indicated below (if none, please state “none”):                                                                                                       .

10. ***[Copies of invoices for any Landlord Reimbursement Amounts heretofore billed to Landlord by Tenant are attached hereto as Exhibit B.]***

11. As of the date hereof, Tenant, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                             , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Landlord under the Lease or otherwise, against rents or other charges due or to become due under the Lease except as indicated below (if none, please state “none”):                                                                                                       .

12. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Tenant from Landlord of a default by Tenant under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                                                                                       .

13. Tenant has not given Landlord any notice of a default on the part of the Landlord under the Lease which has not been cured and, to Tenant’s Actual Knowledge, as of the date hereof, Landlord is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Tenant has knowledge**].

14. This certificate is delivered with the understanding that Landlord, [**lender/purchaser and purchaser’s lenders and prospective lenders**], and their successors and/or assigns, may rely upon this certificate.

M-1-2

The undersigned is duly authorized to execute this certificate on behalf of Tenant.

	TENANT:
	By:
	Name:
	Title:
Dated:                     , 20

M-1-3

EXHIBIT M-2

Form of Landlord’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Tenant, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Landlord”) hereby certifies to Tenant that as of the date hereof:

1. The undersigned is the landlord under that certain Lease dated as of                             , by and between Landlord and Citibank, N.A., a national banking association (“Tenant”) [**as amended by                                          (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as One Court Square, 25-01 Jackson Avenue in Long Island City, County of Queens and State of New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                              and shall expire on                             , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Fixed Rent is paid through and including                         .

5. Landlord Reimbursement Amounts in the amount of $             are due and payable on                     , 20    . Landlord is disputing its obligation to pay Landlord Reimbursement Amounts in the amount of $             (if none, please state “none”).

M-2-1

6. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                                                                       

7. As of the date hereof, Landlord, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                             , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Tenant under the Lease or otherwise, against any amounts due or to become due from Landlord to Tenant under the Lease except as indicated below (if none, please state “none”):                                                                                                       .

8. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Landlord from Tenant of a default by Landlord under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                                                                                       .

9. Landlord has not given Tenant any notice of a default on the part of the Tenant under the Lease which has not been cured and, to Landlord’s Actual Knowledge, as of the date hereof, Tenant is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Landlord has knowledge**].

10. This certificate is delivered with the understanding that Tenant, [**lender/assignee and assignee’s lenders and prospective lenders**], and their successors and/or assigns may rely upon this certificate.

The undersigned is duly authorized to execute this certificate on behalf of Landlord.

	LANDLORD:
	By:
	Name:
	Title:
Dated:                     , 20

M-2-2

Exhibit J

LEASE

between

                                         ,

Landlord

and

CITIBANK, N.A,

Tenant

PREMISES:

***[                    ]***

One Court Square,

25-01 Jackson Avenue

Long Island City, New York 11120

Dated: as of ***[                 , 20    ]***

TABLE OF CONTENTS

		Page(s)
ARTICLE 1	Term and Fixed Rent	1
ARTICLE 2	Delivery and Use of Premises	6
ARTICLE 3	Taxes and Operating Expenses	10
ARTICLE 4	Surrender Options	32
ARTICLE 5	Subordination	35
ARTICLE 6	Quiet Enjoyment	36
ARTICLE 7	Assignment, Subletting and Mortgaging	36
ARTICLE 8	Compliance with Laws	47
ARTICLE 9	Insurance	49
ARTICLE 10	Rules and Regulations	53
ARTICLE 11	Alterations	54
ARTICLE 12	Landlord’s and Tenant’s Property	59
ARTICLE 13	Repairs and Maintenance	62
ARTICLE 14	Electricity	64
ARTICLE 15	Services	72
ARTICLE 16	Access; Signage; Name of Building	91
ARTICLE 17	Notice of Occurrences	95
ARTICLE 18	Non-Liability and Indemnification	95
ARTICLE 19	Damage or Destruction	98
ARTICLE 20	Eminent Domain	107
ARTICLE 21	Surrender	110
ARTICLE 22	Conditions of Limitation	111
ARTICLE 23	Reentry by Landlord	114
ARTICLE 24	Damages	115
ARTICLE 25	Affirmative Waivers	118
ARTICLE 26	No Waivers	119
ARTICLE 27	Curing Tenant’s Defaults	120
ARTICLE 28	Broker	121
ARTICLE 29	Notices	121
ARTICLE 30	Estoppel Certificates	123

TC-1

TABLE OF CONTENTS

		Page(s)
ARTICLE 31	Memorandum of Lease	124
ARTICLE 32	No Representations by Landlord	124
ARTICLE 33	Easements	125
ARTICLE 34	Holdover	125
ARTICLE 35	Miscellaneous Provisions and Definitions	127
ARTICLE 36	Extension Terms	136
ARTICLE 37	Arbitration	142
ARTICLE 38	Confidentiality; Press Releases	145
ARTICLE 39	Rooftop; Tenant’s Antenna and Other Equipment	146
ARTICLE 40	Back-Up Power System	147
ARTICLE 41	Benefits Cooperation	151
ARTICLE 42	Tenant’s Right of Self-Help and Offset	152
ARTICLE 43	Leasehold Mortgages	154
ARTICLE 44	Right Of First Offer To Purchase	162
ARTICLE 45	Original Lease	165
ARTICLE 46	Cafeteria	166

TC-2

TABLE OF SCHEDULES AND EXHIBITS

Schedule 1:	Fixed Rent
Schedule 2:	Employees
Schedule 3:	Current Occupancy Agreements
Schedule 4:	Maintenance Schedule
Exhibit A:	Legal Description
Exhibit B-1:	Floor Plans of Office Floors
Exhibit B-2:	Floor Plans of Lobby Retail Space
Exhibit B-3:	Floor Plans of Concourse Retail and Storage Space
Exhibit B-4:	Floor Plans of Concourse Areas
Exhibit B-5:	Floor Plans of Fifth Floor Mechanical Rooms
Exhibit B-6:	Plans of Rooftop Mechanical Areas
Exhibit B-7:	Floor Plan indicating Coffee Kiosk
Exhibit C:	Form of Landlord’s Statement
Exhibit D:	Superior Mortgagee SNDA Agreement
Exhibit E:	Landlord’s Non-Disturbance Agreement
Exhibit F:	Building Rules and Regulations
Exhibit G:	Basic Capacity
Exhibit H	Elevator Specifications
Exhibit I:	Cleaning Specifications
Exhibit J:	HVAC Specifications
Exhibit K:	Calculation of Overtime HVAC Charge
Exhibit L-1:	Chilled Water and Condenser Water Specifications
Exhibit L-2:	Calculation of Tenant’s Chilled Water Payment
Exhibit M:	Calculation of Tenant’s Condenser Water Payment
Exhibit N:	Building-Wide Security Specifications
Exhibit O:	Tenant’s Lobby Podium Location
Exhibit P:	Not Used
Exhibit Q-1:	Form of Tenant’s Estoppel
Exhibit Q-2:	Form of Landlord’s Estoppel
Exhibit R:	Form of Memorandum of Lease
Exhibit S:	Legal Description-Adjacent Parcel

TC-3

AAA	29, 126
Abatement Notice	129
Abatement Threshold Requirement	129
Actual Charge	67
Additional Charges	4
Additional Riser/Shaft/Mechanical Space	88
Adjacent Parcel	125
Adjustment Date	130
Affiliate	37
Alterations	54
and/or	131
Anticipated Completion Date	103
Appeal Deadline	121
Arbiter	28
Arbitration Notice	138
Audit Representative	28
Back-Up Power System	147
Back-Up Power System Area	147
Bankruptcy Code	111
Base Rate	132
Base Unit Elements	98
Basic Capacity	70
Benefits	151
Broker	121
Building	1
Building Systems	98
Business Day	130
Cables	125
Cafeteria	166
Cafeteria Charge	167
Capital Item Cost	30
Capital Item Dispute Notice	30
Certiorari Application	23
Certiorari Direction Notice	24
Certiorari Waiver Notice	23
Chillers	150
Citi Name	94
Citibank Tenant	38
Cleaning Deficiencies	77
Cleaning Improvement Meeting	77
Cleaning Notice	77
Cleaning Specifications	76
Closing Notice	167
Code	71
Coffee Kiosk”	2
Commencement Date	4
Comparable Buildings	11
Comparable Space	43
Concourse Areas	2
Confidential Information	145
Connected Chilled Water Tonnage	81
Connected Condenser Water Tonnage	80

TC-1

TABLE OF DEFINED TERMS

Contractor	77
Contractor Force Majeure	107
control	37
Corporate Successor	37
CPI	130
CPI Fraction	130
CPI-AUC	130
Current Occupancy Agreements	36
Date of the Taking	107
Demised Space	21
Diesel Generator	147
Dining Facility	84
Disaster Functions	101, 129
Emergency Generator System	150
Equipment Space	89
Escalated Rent	138
Essential Floor	99
Excluded Obligations	40
Executive Floors	78
Existing Agreements	19
Existing Superior Mortgage	35
Existing Superior Mortgagee	35
Expert’s Notice	105
Expiration Date	4
Extended Messenger Center Hours	90
Extension Election Notice	137
Extension Premises	137
Extension Term	137
Exterior Signage	93
Extra Cleaning	78
Failing Party	143
FF&E	74
Fifth Extension Term	136
Fifth Five Year Option	136
Fifth Floor Mechanical Rooms	2
First Extension Term	136
First Five Year Option	136
First-Class Landlord Standard	18
Fixed Rent	4
Follow-Up Meeting	77
Force Majeure Causes	128
Fourth Extension Term	136
Fourth Five Year Option	136
GAAP	12
Generator Area	147
Generator Fuel	149
Hazardous Materials	132
herein	131
hereof	131
hereunder	131
holder of a mortgage	130
Holdover	142
Holdover Stub Amount	126

TC-2

TABLE OF DEFINED TERMS

HVAC	78
Improvements Demolition Work	99
Improvements Restoration Work	99
Initial Alterations Request	54
Initial Charge	67
Initial Generator Area	148
Initial Mechanical Space	88
Initial Riser/Shaft Space	88
Initiating Party	140
Interest Rate	131
KW	65
KWHR	65
Land	1
Landlord	1, 131
Landlord Party	95
Landlord’s Actual Freight and Loading Dock Costs	73
Landlord’s Casualty Termination Notice	102
Landlord’s Certiorari Counsel	24
Landlord’s Expert	102
Landlord’s KWHR Rate	65
Landlord’s Messenger Center Vendor	90
Landlord’s Non-Disturbance Agreement	40
Landlord’s Notice	138
Landlord’s Rooftop Equipment	146
Landlord’s Self-Help Dispute Notice	153
Landlord’s Statement	10
Landlord’s Submitted Value	140
landlord’s waiver	58
Landlord’s Water Rate	75
laws and requirements of any public authorities	130
lease	1
Leasehold Improvements	98
Leasehold Mortgage	154
Leasehold Mortgagee	155
Legal Requirements	130
Lower Price	164
Maintenance Schedule	64
Market Value Rent	142
Material Alteration	55
Messenger Center	90
Messenger Center Services	90
Minimum Leasing Requirement	42
Minimum RSF Requirement	94
Minimum Sublease Rent	41
mortgage	130
mortgagee	130
Mortgagee	1
Multi-Tenant Floor	66
Multi-Tenant Floor Meter	66
Named Tenant	38
Naming Rights	95
Naming Rights Election	94
Non-Discretionary Capital Item	18

TC-3

TABLE OF DEFINED TERMS

Non-Discretionary Capital Item Notice	30
Non-Material Alteration	55
Non-Occupancy Lease	19
notices	121
Occupant	21
Offer Contract	163
Offer Price	162
Offered Property	162
Offering Notice	162
Office Floor	2
Office Floors	2
Operating Expenses	10, 13
Operating Payment	25
Operating Year	18
Option 1	138
Option 2	138
Option One Extension Premises	137
Option Period	162
Option Three Extension Premises	137
Option Two Extension Premises	137
Original Lease	1
Outside Date	27
Overpayment Threshold	28
Overtime HVAC	79
Partial Premises	60
Permitted Capital Expenditures	18
person	131
Premises	2
Prohibited Uses	10
Pumping System	149
Qualifying Sublease	41
Quotient	66
Real Property	19
Reassessment Event	19
REBNY Standard	5
recognition agreement	58
Recorded Agreements	110
Records	27
Regular Building Service Days	72
Regular Building Service Hours	72
Rent Notice	138
requirements of insurance bodies	131
Responding Party	140
Response Notice	138
Restated Commencement Date	165
Restoration Completion Date	103
Retained Common Areas	2
Revocation Notice	138
Revocation Period	138
Rooftop Equipment	146
Rooftop Mechanical Areas	2
Rooftop Violation	146
Second Alterations Request	54

TC-4

TABLE OF DEFINED TERMS

Second Extension Term	136
Second Five Year Option	136
Secure Areas	92
Security Threat Level	86
Self-Help Amount	153
Self-Help Arbitration	153
Self-Help Item Completion Notice	153
Self-Help Items	152
Self-Help Notice	152
Service and Business Relationship Entities	46
Signage	93
Smaller Damaged Space	104
Smaller Premises Casualty	104
SNDA Agreement	35
Specialty Alterations	60
Standard Tenant Cleaning	76
Storage Tanks	149
Sublease Document	40
substantially the same	164
Substitute Generator Area	148
Succession Date	2
Superior Interests	155
Superior Mortgage	35
Superior Mortgagee	35
Superior Mortgagee SNDA Agreement	35
Surrender	142
Surrender Date	33
Surrender Fee	34
Surrender Notice	32
Surrender Space	33
Tax Payment	22
Tax Year	21
Taxes	19
Temporary Taking Period	109
Tenant	1, 131
Tenant Compliance Capital Item	21
Tenant Extra Services	83
Tenant Party	96
Tenant R&M Capital Item	21
Tenant’s Certiorari Counsel	24
Tenant’s Chilled Water Allocation	80
Tenant’s Chilled Water Payment	80
Tenant’s Cleaning Contractors	78
Tenant’s Collateral	58
Tenant’s Condenser Water Allocation	81
Tenant’s Condenser Water Payment	81
Tenant’s Deemed Consent Notice	42
Tenant’s Equipment	89
Tenant’s Extra Service Contractors	83
Tenant’s Mechanical Equipment	88
Tenant’s Meters	64
Tenant’s Other Telecommunications Installations	88
Tenant’s Premises Manager	90

TC-5

TABLE OF DEFINED TERMS

Tenant’s Property	61
Tenant’s Riser/Shaft Space Equipment	88
Tenant’s Security System	93
Tenant’s Share	22
Tenant’s Statement	28
Tenant’s Submitted Value	140
Tenant’s Telecommunications Provider	87
Termination Space	104
Terms	163
Third Extension Term	136
Third Five Year Option	136
Third Party Rooftop License	146
Tranche 1 Surrender Date	32
Tranche 1 Surrender Notice	32
Tranche 1 Surrender Notice Period	32
Tranche 1 Surrender Space	32
Tranche 2 Surrender Notice	32
Tranche 2 Surrender Notice Period	32
Tranche 2 Surrender Space	33
Trust Deed Holders	1
Unapplied Submetering Cost	34
untenantable	101, 129
UPS Area	147
UPS Battery System	147
Useful Life Estimate	30
Water Metered Space	75
Water Meters	75
Water Quotient	75

TC-6

AMENDED AND RESTATED LEASE (this “lease“), dated as of ***[                     , 20    ]*** between ***[                                         ]*** a                                          , having an office at                                          ]*** (“Landlord“) and CITIBANK, N.A., a national banking association, having an office at One Court Square, Long Island City, New York 11120 (“Tenant“).

W I T N E S S E T H

WHEREAS, Landlord owns fee title interest in and to the Land and the improvements thereon consisting of a fifty-two (52) story building with attached low-rise building and connecting rotunda (collectively, the “Building“) known as One Court Square in Long Island City, Queens County, 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, pursuant to that certain lease dated May 12, 2005 between Landlord and Tenant (the “Original Lease“), the entire Real Property was leased to Tenant;

***[WHEREAS, as of 11:59 p.m. on the date immediately preceding the date hereof, a portion of the premises demised to Tenant under the Original Lease was surrendered to Landlord, and in accordance with Article 4 of the Original Lease, the Original Lease is hereby being amended and restated;]***

***[WHEREAS, pursuant to Article 36 of the Original Lease, Tenant has elected to extend the term of the Original Lease for less than the entire Real Property, and in accordance with said Article 36 of the Original Lease, the Original Lease is hereby being amended and restated;]*** and

WHEREAS, Tenant desires to lease a portion of the 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: (i) ***[the entire ***[            ]*** floors of the Building and a portion of the ***[            ]*** floors of the Building (each such full floor and partial floor is individually referred to herein as an “Office Floor“ and collectively as the “Office Floors“)]***, all substantially as shown cross-hatched on the floor plans annexed hereto as Exhibit B-1 (ii) certain retail space located in the lobby of the Building, as more particularly shown cross-hatched on Exhibit B-2, (iii) certain retail and storage space located on the concourse level of the Building, as more particularly shown cross-hatched on Exhibit B-3,]*** ¹ (iv) the mail distribution room, security command center, copy room and cafeteria locker room all located on the concourse level of the Building (herein collectively called the “Concourse Areas“), as such areas are shown cross-hatched on Exhibit B-4, (v) the phone switch room, UPS and battery rooms and stand-by generator room located on the 5^th floor of the Building (herein collectively called the “Fifth Floor Mechanical Rooms“), as such areas are shown cross-hatched on Exhibit B-5, (vi) those portions of the 51^st, 52^nd and 53^rd floor areas of the Building as are more particularly identified on the plans annexed hereto as Exhibit B-6 (herein collectively called the “Rooftop Mechanical Areas“), and (vii) the coffee kiosk located in the lobby of the Building (herein called the “Coffee Kiosk”), as more particularly shown on the floor plan attached hereto as Exhibit B-7. The Concourse Areas, Fifth Floor Mechanical Rooms, Rooftop Mechanical Areas and Coffee Kiosk are herein collectively called the “Retained Common Areas“. Landlord and Tenant hereby covenant and agree that (v) Tenant shall have no obligation to pay Fixed Rent or Additional Charges with respect to up to 200 square feet of the lobby (or such other location in the Building mutually reasonably agreed to by Landlord and Tenant) to be used for moveable carts (i.e., kiosks), and in no event shall the dimensions of any such cart exceed 8 feet by 5 feet, (w) no rentable square feet shall be attributable to the Retained Common Areas, and as such the computation of Tenant’s Share shall not take into account such space, (x) Tenant shall have no obligation to pay any Operating Payment or Tax Payment with respect to the Retained Common Areas, (y) Tenant’s electricity charges with respect to the Retained Common Areas (other than the electricity used to operate equipment located in the Fifth Floor Mechanical Rooms and Rooftop Mechanical Areas, which will be separately submetered and charged to Tenant in accordance with Article 14) is included in the Fixed Rent for such space as set forth in Schedule 1 annexed hereto², and (z) the Premises shall be deemed to contain

¹ Insert appropriate references and exhibits to reflect premises being leased and conform the schedule that follows.

² Tenant will only pay Fixed Rent on Retained Common Areas to the extent the “rentable area” of the Retained Common Area exceeds Tenant’s Share thereof. For example, if the Retained Common Areas would have been deemed to contained 5,000 rentable square feet, and Tenant leases 60% of the Building, the Fixed Rent payable by Tenant with respect thereto will be computed based on 2,000 rentable square feet. Furthermore, the Fixed Rent for the Retained Common Areas shall be at the rate of $12 per square foot per annum to be increased on an annual basis by 90 basis points.

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an aggregate of ***[            ]*** rentable square feet (which is the area on which Fixed Rent is determined hereunder), comprised as follows:

Office Floors:

3rd Floor	31,079	28th Floor	30,612
4th Floor	22,833	29th Floor	30,209
5th Floor	18,968	30th Floor	30,174
6th Floor	27,002	31st Floor	31,165
7th Floor	30,170	32nd Floor	31,165
8th Floor	30,170	33rd Floor	31,165
9th Floor	30,170	34th Floor	31,165
10th Floor	30,170	35th Floor	31,165
11th Floor	30,170	36th Floor	31,165
12th Floor	30,170	37th Floor	31,166
14th Floor	30,170	38th Floor	31,189
15th Floor	30,170	39th Floor	30,814
16th Floor	30,170	40th Floor	30,787
17th Floor	30,170	41st Floor	31,749
18th Floor	30,143	42nd Floor	31,749
19th Floor	29,806	43rd Floor	31,749
20th Floor	29,804	44th Floor	31,749
21st Floor	30,696	45th Floor	31,749
22nd Floor	30,696	46th Floor	28,338
23rd Floor	30,696	47th Floor	28,338
24th Floor	30,672	48th Floor	19,978
25th Floor	30,717	49th Floor	19,702
26th Floor	30,717	50th Floor	12,253
27th Floor	30,717

Lobby:

Retail space 11,775

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Concourse:

Retail space	12,626
Storage space	1,667

Landlord hereby grants to Tenant the non-exclusive right to use, in common with others, the public and common areas of the Building to the extent required for access to the Premises or use of the Premises for general and executive offices and ancillary and incidental uses as permitted under Section 2.02, including, without limitation, common hallways on the floors on which the Premises are located, stairways, restrooms on the floors on which the Premises are located (provided, however, that restrooms located on full floors demised under this lease shall be part of the Premises), and the Building lobby, subject to the terms, covenants, provisions and conditions of this lease.

1.03. The term of this lease 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 May 11, 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“) for the Premises at the monthly rates set forth on Schedule 1 annexed hereto, which 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 of this lease, 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. The number of rentable square feet set forth in Section 1.02 for each Office Floor and for the retail and storage space located in the lobby and concourse of the Building shall be the basis for computing Fixed Rent abatements or reductions in Fixed Rent pursuant to any of the provisions of this lease, which to the extent applicable shall be computed in accordance with Schedule 1, as well as the basis for determining the rentable area of any Extension Premises comprising full floors or of any Surrender Space comprising full floors and the computation of the Surrender Fee with respect thereto.

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The rentable square footage of any partial floor, to the extent it needs to be determined hereunder, shall be computed using the REBNY Standard and applying a twenty-one percent (21%) loss factor thereto. For purposes of this lease, the term “REBNY Standard“ shall mean establishing the useable area of a particular area by using the “Recommended Method of Floor Measurement for Office Buildings” effective January 1, 1987 found in the Real Estate Board of New York, Inc. Diary and Manual dated 1989.

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.

1.07. If the term of this lease commences on a day other than the first day of a calendar month, or if the Expiration Date 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.

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

5

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 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.

ARTICLE 2

Delivery and Use of Premises

2.01. (a) Tenant acknowledges that Tenant has inspected the Premises and is fully familiar with the condition thereof. Tenant has accepted each floor of the Premises in their “as is” condition, and, subject to Landlord’s continuing obligations under this lease and except as otherwise expressly set forth in this lease, Landlord shall not be required to perform any work, install any fixtures or equipment or render any services to make the Building or 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 any persons claiming by, through or under Tenant (including, without limitation, any subtenants of Tenant) for any lawful purposes, including, without limitation, administrative, executive and general offices and retail use (including, without limitation, a retail bank and automated teller machines), all of which are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof) and for the other uses expressly set forth in this Section 2.02.

6

Without in any way limiting the uses permitted under this Section 2.02, the Premises may be used for all lawful purposes reasonably ancillary and incidental to the primary use of the Premises, which ancillary and incidental uses are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof). Without limiting the uses of the Premises such ancillary and incidental uses may include, without limitation:

(i) kitchens, dining facilities, pantries and/or vending machines for the sale of snack foods, alcoholic and non-alcoholic beverages, and other convenience items (which may be supplied by any party selected by Tenant) upon the condition that, notwithstanding anything to the contrary contained herein, (A) no food is prepared or cooked in any Office Floor (exclusive of microwave reheating), except with respect to any kitchen or dining facility located on an Office Floor as of the date of this lease and any kitchen or dining facility that may be installed on an Office Floor in accordance with the provisions of Section 15.09, (B) no food or beverages kept therein or anything else done therein shall cause odors to be emitted therefrom so as to be detectable outside of the Premises, and (C) the portions of the Premises so used shall, at the sole cost and expense of Tenant, be at all times maintained in a clean and sanitary condition and free of vermin and refuse;

(ii) board rooms, conference rooms, meeting rooms and conference centers and facilities;

(iii) a data center for computer and other electronic data processing, business machine and desktop publishing operations;

(iv) training facilities and classrooms;

(v) duplicating, photographic reproduction and/or offset printing facilities;

(vi) mailroom facilities;

(vii) storage of equipment, records, files and other items;

(viii) medical or health facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith);

(ix) travel services or agencies;

(x) day care facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith and to locate same in a manner that complies with applicable Legal Requirements);

7

(xi) an auditorium;

(xii) an exercise facility; and

(xiii) a messenger center.

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 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 Building or the Premises in order to render any floor 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 of this lease, Landlord shall not change the Certificate of Occupancy for the Building in a manner which shall (i) adversely affect Tenant’s use of the Premises for general, administrative and executive offices or any of the specific uses expressly permitted pursuant to this Section 2.02, including, without limitation, the ancillary and incidental uses described in Section 2.02(a), or (ii) affect Tenant’s ability to obtain a valid construction permit for any Alterations in the Premises, or (iii) permit a use that is not ancillary to general, executive and administrative offices or is for a Prohibited Use, unless in each such case consented to by Tenant (which consent may be granted or withheld by Tenant in its sole discretion). At Tenant’s request, Landlord agrees to cooperate reasonably with Tenant, at Tenant’s sole cost and expense, in connection with any reasonable changes to the Certificate of Occupancy for the Building required by Tenant for any reasonable use of the Premises by Tenant, provided such use is permitted pursuant to the terms of this lease.

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 for other than executive and general offices or retail use 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 shall not subject Landlord or any of its principals

8

to any civil or criminal liability therefor (except to the extent that Tenant agrees to indemnify and hold harmless Landlord and/or its principals from any such civil liability), and shall reimburse Landlord (as Additional Charges) for all reasonable out-of-pocket costs and expenses Landlord incurs in effecting said modifications or amendments within thirty (30) days after demand therefor accompanied by reasonably satisfactory documentation of such costs and expenses. 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 Building, 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 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 such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Building which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises 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 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 Building 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, neither Landlord nor Tenant shall lease or sublease any space in 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 referred to in Section 2.02(a)(viii) 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

9

premises are alcoholic beverages; (vii) foreign governments and any entity that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential 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 Citibank 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. 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.

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’s Statement“ shall mean an instrument or instruments setting forth the Operating Payment payable by Tenant for a specified Operating Year pursuant to this Article 3, which Landlord’s Statement shall contain, subject to revision from time to time, the categories of expenses indicated on the form of Landlord’s Statement attached hereto as Exhibit C (and, in the event, that any Landlord’s Statement delivered to Tenant during the term hereof shall contain any additional categories of expenses that are not included on the form of Landlord’s Statement attached hereto as Exhibit C, or delete categories of expenses from such form of Landlord’s Statement, such Landlord’s Statement shall be accompanied by a notice informing Tenant of such new categories or deleted categories, in accordance with the provisions of this lease, and providing an explanation of the reason for including or deleting same).

(b) “Operating Expenses“ shall mean (subject to the specific exclusions from Operating Expenses hereinafter set forth) the aggregate of all commercially reasonable expenses incurred by Landlord and affiliates of Landlord and/or on their behalf and computed on an accrual basis in respect of the management, repair, replacement, maintenance, operation and/or security of the Real Property and not otherwise excluded by the provisions of this Section 3.01(b), including, without limitation, the following items:

(i) salaries, wages, medical, surgical, insurance (including, without limitation, group life and disability insurance) of employees of

10

Landlord or Landlord’s affiliates at the grade of building manager and below who provide on-site services at the Building (i.e., excluding back-office or home-office employees or personnel), union and general welfare benefits, pension benefits, severance and sick day payments, and other fringe benefits of employees of Landlord and Landlord’s affiliates and their respective contractors engaged in such management, repair, replacement, maintenance, operation and/or security at the grade of building manager and below who provide on-site services at the Building (i.e., excluding back-office or home-office employees or personnel);

(ii) payroll taxes, worker’s compensation, uniforms and related expenses (whether direct or indirect) for such employees, subject to the provisions of this Section 3.01(b);

(iii) the cost of fuel, gas, steam, electricity, water, sewer and other utilities and heat, ventilation and air-conditioning (excluding any such utilities or heat, ventilation or air-conditioning furnished to any leaseable space or to any improvements or equipment in the Building installed by or for any tenant or occupant in portions of the Building other than leaseable space, except to the extent that the same are required by this lease to be furnished to Tenant without separate additional charge [e.g., air conditioning during Regular Building Service Hours hot and cold water throughout the Building for cleaning, drinking and sprinkler purposes, etc.]), together with any taxes and surcharges on, and fees paid to third party persons or entities that are not affiliated with Landlord (which shall be deemed to include the managing agent(s) of the Building) in connection with the calculation and billing of such utilities, except to the extent otherwise specifically chargeable to or reimbursable by tenants of the Building, including Tenant (which charge or reimbursement is not pursuant to a provision in the nature of, or intended to serve the same purpose as, this Article 3, including, without limitation, charges to tenants for electric rent inclusion);

(iv) the cost of interior painting and/or other similar non-capital cosmetic decorating of all areas of the Real Property, excluding, however, any space contained therein which is demised or to be demised to tenant(s), and the cost of holiday decorations and temporary exhibitions for the lobby and other public portions of the Building in a manner commensurate with other first-class office multi-tenant office buildings in Midtown Manhattan comparable to the Building (herein called “Comparable Buildings“);

(v) the cost of casualty, boiler, sprinkler, plate glass, liability, fidelity, rent, terrorism (subject to the provisions of Section 9.07 and all other insurance generally carried by owners of Comparable Buildings regarding the Real Property, and the repair, replacement, maintenance, operation and/or security of the foregoing items set forth in this clause (v);

11

(vi) the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the repair, replacement, maintenance, operation and/or security of the Real Property, and any sales and other taxes thereon; provided, however, that if and to the extent that any of the foregoing are used at or with respect to more than one property of Landlord, then the foregoing amounts shall only be included in Operating Expenses in the same proportion that such use at or with respect to the Real Property bears to the aggregate use of the foregoing at all properties;

(vii) the cost of cleaning, janitorial and security services, including, without limitation, glass cleaning, snow and ice removal and garbage and waste collection and/or disposal;

(viii) the cost of (A) all interior and exterior landscaping and (B) all temporary exhibitions located at or within the Real Property in a manner and at a cost commensurate with other Comparable Buildings;

(ix) Permitted Capital Expenditures; provided, that, during any Extension Term the foregoing shall be limited to (A) the costs for alterations, improvements, repairs and replacements made or installed by reason of Legal Requirements enacted, adopted, promulgated, amended or modified after the commencement date of the First Extension Term, or any reinterpretation by a court of law or governmental authority of any Legal Requirement issued after the date of this lease; and to the extent such costs should be capitalized in accordance with generally accepted accounting principles, consistently applied (“GAAP“), such costs shall be amortized over the useful life of the item in question, as reasonably determined by Landlord, with an interest factor equal to the Base Rate in effect as of December 31 of the year in which such cost is incurred, and (B) the cost of improvements, alterations, repairs, replacements, equipment or machinery made or installed after the commencement date of the First Extension Term for the purpose of reducing energy consumption or reducing other Operating Expenses not to exceed the amount of actual savings; provided, however, that if and to the extent such costs should be capitalized in accordance with GAAP, commencing upon the completion of the item in question and continuing until such cost (together with interest at the Base Rate in effect as of December 31 of the year in which such cost is incurred) shall have been fully included, there shall be included in Operating Expenses for any period only an amount equal to the actual amount by which expenses which would otherwise have been included in Operating Expenses are reduced for such period as the result of such improvements, alterations, repairs, replacements, equipment or machinery;

(x) management fees of the Managing Agent, provided that (i) if the Managing Agent is not Landlord or a company affiliated with Landlord, and such Managing Agent, alone or with others, is also the leasing

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agent for the Building, or shares in leasing revenues or receives payment in connection therewith or otherwise (other than for per se management services), then such management fees shall not be more or less than those which would be charged by a reputable independent managing agent, which is not also the leasing agent or is otherwise entitled to share in leasing revenues or receive payments in connection therewith as set forth above, (ii) if the Building is managed by Landlord or a company affiliated with Landlord, the management fees included in Operating Expenses shall be an amount equal to one and seventy-five hundredths percent (1.75%) of the gross revenues derived by Landlord from the Building, including any retail use, non-office use and commercial signage revenue, and shall be “grossed up” to take into account the revenues that would have been received with respect to vacant office space and occupied or leased office space subject to free rent periods or any other periods of rent abatement, in each case assuming a fair market rent for such office space that is vacant or subject to a free rent period;

(xi) all reasonable costs and expenses of legal, bookkeeping, accounting and other professional services incurred in connection with the operation, and management of the Real Property (which services shall be reasonably apportioned based on the relative usage thereof if such services relate to more than one property of Landlord) excluding all costs associated with the preparation and filing of tax returns related to the Real Property and/or Landlord’s ownership therein, as well as such other expenditures hereinafter excluded;

(xii) fees, dues and other contributions paid by or on behalf of Landlord or Landlord’s affiliates to civic or other real estate organizations (not to exceed the current number of organizations) provided same do not exceed the level customarily paid by owners of Comparable Buildings and further provided that if and to the extent that any of such fees, dues or contributions are properly allocable to more than one property of Landlord, then the foregoing amounts shall only be included Operating Expenses in the same proportion that their proper allocation to the Building bears to all properties based on the relative rentable areas of the Building and the rentable areas of all such properties; and

(xiii) the portion of Non-Capital Extended Landlord Items (as defined in the Original Lease) that Landlord reimbursed to Tenant, if any.

The term “Operating Expenses“, as used and defined under this Section 3.01(b), shall exclude (or otherwise have deducted therefrom, as applicable) and not include the following items:

(1) depreciation and amortization (except as provided above in this subsection);

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(2) interest on and amortization of debts (and costs and charges incurred in connection with such financings);

(3) the cost of any alterations, additions, changes, replacements and improvements to the extent that they are made in order to prepare space for occupancy by a tenant (including Tenant) and any contribution or concession by Landlord to such tenant in connection therewith;

(4) the costs of capital improvements, repairs or other capital expenditures other than those which are permitted to be included in Operating Expenses in accordance with the provisions of Sections 3.01(b)(ix);

(5) financing and refinancing costs (including, without limitation, mortgage recording taxes), and payments of mortgage interest and principal;

(6) the cost of heating, air-conditioning and ventilation during overtime periods for any other tenants or occupants of the Building, as well as the cost of any work or services performed for any tenant(s) or occupants of the Building (including Tenant), whether at the expense of Landlord or Landlord’s affiliates or such tenant(s) or occupants, to the extent that such work or services are in excess of the work or services generally provided to tenants or occupants of the Building with no additional expense;

(7) the cost of electricity furnished to the Premises or any other space in the Building that is leased or leaseable to tenants or occupants;

(8) Taxes and any repayment of tax benefits, including, without limitation, any prior ICIP benefits;

(9) salaries, wages and fringe benefits for officers, employees and executives of Landlord and any of Landlord affiliates above the grade of building manager and fire safety manager;

(10) amounts received by Landlord through the proceeds of insurance or condemnation or from a tenant or occupant (other than pursuant to an escalation provision similar to this Article 3) or otherwise to the extent such amounts are compensation for sums previously included in Operating Expenses for or any Operating Year; it being understood and agreed that Landlord shall promptly reimburse Tenant for the amount of any and all Operating Expenses previously paid for by Tenant for which Landlord subsequently

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received reimbursement from another source (e.g., proceeds of insurance);

(11) costs of repairs or replacements incurred by reason of fire or other casualty or condemnation except that in connection therewith any amount equal to the deductibles under Landlord’s insurance policies (which deductibles shall be equal to the amount(s) of deductibles customarily carried by landlords of Comparable Buildings) may be included within Operating Expenses;

(12) advertising and promotional expenditures;

(13) leasing or brokerage commissions, or fees, attorneys’ fees, appraisal fees or accountants’ fees to the extent incurred by Landlord in connection with the negotiation and preparation of agreements between Landlord and third parties affecting the Building (including new or renewal leases in the Building) or in enforcing Landlord’s rights under such agreements, or legal or accounting fees in connection with tax returns, tax reporting or accounting;

(14) any expenditure paid to any corporation or entity related to or affiliated with Landlord or the principals of Landlord to the extent such expenditure exceeds the amount which would customarily be paid to a similar entity not affiliated with Landlord for similar services;

(15) the cost of any service furnished to tenants of the Building (including Tenant) to the extent that such cost is separately reimbursable to Landlord or affiliates of Landlord (other than through the Operating Payments or comparable payments pursuant to escalation-type provisions similar to the provisions of this Article 3);

(16) costs of acquiring, leasing, insuring, restoring, removing or replacing sculptures and paintings that are deemed to be “fine art” (rather than decorative art work customarily found in Comparable Buildings), except for the cost of routine maintenance of all such objects in the public areas in the Building;

(17) ground rent or any other payments paid under ground leases or any superior leases (other than payments which, independent of the ground lease or superior lease), would constitute an Operating Expense hereunder); it being understood and agreed the foregoing is not intended to suggest that Landlord is permitted to enter into

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any ground lease or superior lease to which this lease would be subject and subordinate;

(18) any costs incurred for the purpose of effecting a sale of, or any other capital transaction involving, the Building or the Land or any other real property interest therein (including, without limitation, New York State and New York City transfer taxes), whether or not such transaction is consummated;

(19) payments of any amounts to any person (including Tenant) seeking recovery for breaches of contract, negligence or other torts committed by Landlord, including any associated attorneys’ fees and disbursements;

(20) costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act or similar Legal Requirement;

(21) the cost of installing, operating and maintaining any specialty facility, such as an observatory, lodging, broadcasting facilities, luncheon club, athletic or recreational club, child care facility, auditorium, cafeteria or Dining Facility, conference center or similar facilities;

(22) any interest, fine, penalty or other late charges payable by Landlord, whether incurred as a result of late payments of any nature, or otherwise, including interest owed or credited to Tenant after the resolution of a dispute, or otherwise, except, but only to the extent such interest, fine, penalty or other late charge was incurred with respect to a payment which was the responsibility of Tenant hereunder, and which Tenant did not make in a timely fashion or at all;

(23) expenses incurred by Landlord, if and to the extent such expenses are incurred for the benefit of any retail tenants in the Building;

(24) any compensation paid to clerks, attendants or other persons in commercial concessions located in the Building operated by Landlord;

(25) costs incurred by Landlord which result from Landlord’s or any tenant’s breach of a lease (including this lease) or Landlord’s negligence or willful misconduct;

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(26) the cost of operating the entity that constitutes Landlord (in contradistinction to the costs of operating and maintaining the Real Property), including accounting fees, legal fees and any costs incurred by Landlord in disputes with (a) the Building employees, or (b) third parties employed by Landlord that are not engaged in Building operations, or (c) any Superior Mortgagee (except to the extent that actions of any tenant may be in issue);

(27) costs of Landlord’s charitable and political contributions;

(28) costs to (i) during any Extension Term, comply with any existing violation of Legal Requirements or insurance requirements in effect as of the commencement of the First Extension Term, and (ii) correct any condition that would constitute a Landlord misrepresentation under this lease;

(29) expenses for which Landlord has received, or is entitled to receive, reimbursement, credits, rebates or other consideration;

(30) lease takeover costs or other tenant inducement costs incurred by Landlord in connection with leases in the Building;

(31) the cost of any expansions of the Building and any Operating Expenses attributable to any such expansion of the Building;

(32) damages and attorneys’ fees and disbursements and any other costs in connection with any proceeding, judgment, settlement or arbitration award resulting from any liability of Landlord and fines or penalties to the extent any of the same are due to, or arise from, Landlord’s gross negligence (but for purposes of fines and penalties, negligence) or willful misconduct, including deductibles under any insurance policies covering such liabilities;

(33) insurance premiums, but only if and to the extent that Landlord is specifically entitled to be reimbursed therefor by Tenant pursuant to this lease (other than pursuant to this Article 3) or by any other tenant or other occupant of the Building pursuant to its lease (other than pursuant to an operating expenses escalation clause contained therein);

(34) costs and expenses incurred by Landlord in connection with any obligation of Landlord to indemnify any third party, including tenants and occupant of the Building (including Tenant) pursuant to its lease or otherwise;

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(35) any rent loss or reserves for bad debts or rent loss;

(36) the rental cost of items which (if purchased) would be capitalized and excluded from Operating Expenses pursuant to the terms of this lease; and

(37) costs expressly excluded from Operating Expenses by any other provision of this lease.

No item of expense shall be counted more than once either as an inclusion in, or an exclusion from, Operating Expenses (including without limitation by reason of any potential duplication of functions, if any, performed both by employees of Landlord and by employees of Tenant), and any expense which should be allocated, in accordance with GAAP between the Real Property, on the one hand, and any other property owned by Landlord or a Landlord’s Affiliate, on the other hand, shall be properly allocated in accordance therewith.

(c) “Operating Year” shall mean each calendar year in which occurs any part of the term of this lease.

(d) “Permitted Capital Expenditures” shall mean any repair or alteration which should be capitalized in accordance with GAAP and that (1) is required to comply with any Legal Requirement in respect of the Building or the use and occupation thereof, and which is not included within the definition of Tenant Compliance Capital Item, or (2) is made or installed for the purpose of reducing energy consumption in the Building as a whole (and not with respect to any space demised or demisable to any tenant, including Tenant) or reducing other Operating Expenses for the Building as a whole, or (3) constitutes a Non-Discretionary Capital Item. All Permitted Capital Expenditures shall be amortized over its useful life (which useful life shall be determined in accordance with GAAP if and to the extent that GAAP provides a basis for determining such useful life), without reference to any provision of GAAP or otherwise permitting the acceleration of any such amortization to a period of amortization less than the useful life of the item in question. The useful life of any such item shall be deemed to commence when such item has been installed and has been made operational, and 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 or in the case of a Non-Discretionary Capital Item, pursuant to Section 3.07. Under no circumstance shall a Permitted Capital Item include any item of repair or replacement the need for which arises from Landlord’s negligence or willful misconduct.

(e) “Non-Discretionary Capital Item” shall mean any capital expenditure that is required in order for Landlord to operate and maintain the Premises and make repairs and replacement, thereto in a manner that is consistent with prevailing standards in Comparable Buildings (herein called the “First-Class Landlord Standard”). In no event shall any cosmetic alterations, such as without limitation, a

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renovation of the lobby, constitute a Non-Discretionary Capital Item nor shall any Tenant R&M Capital Item constitute a Non-Discretionary Capital Item. Any dispute between Landlord and Tenant as to any Non-Discretionary Capital Item shall be resolved in accordance with the provisions of Section 3.07.

(f) “Real Property” shall mean, collectively, the Building and all fixtures, facilities, machinery and equipment used in the operation 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, including, without limitation, that certain (i) Subway Agreement dated as of July 8, 1986 by and among Tenant, Perennially Green, Inc. and The New York City Transit Authority acting for itself and on behalf of The City of New York, as amended and assigned through the date hereof and as may be hereinafter further amended, (ii) Revocable Consent Agreement dated November 6, 1996, as amended, given by The City of New York Department of Transportation and accepted by Tenant, and (iii) Agreement dated             , 1990 between Tenant and The City of New York, as modified by that certain Revocable Consent Agreement dated             , 2000 (the agreements set forth in items (i)-(iii) are herein collectively called the “Existing Agreements”).

(g) “Reassessment Event” shall mean only the following events: (A) a voluntary or involuntary sale, exchange, partition (e.g., condominium conversion, it being understood and agreed the foregoing is not intended to permit Landlord to do so) or other transfer of an equity interest in the Land and/or Building or a lease or sublease of the entire Land and/or Building (or a material portion of the entire Land and/or the Building) to a party not intending to use the space so leased for its own occupancy or the occupancy of its Affiliates (herein called a “Non-Occupancy Lease”), or an option or agreement to do any of the foregoing, or (B) the voluntary or involuntary sale, exchange, or transfer (whether in a single transaction or a series of related transactions) of any direct or indirect beneficial interest in the entity constituting Landlord or the lessee under any Non-Occupancy Lease or an option or agreement to do any of the foregoing, or (C) the financing and/or refinancing of any indebtedness (whether in a single transaction or a series of related transactions) which financing or refinancing is secured or collateralized (in whole or in part) by a mortgage or other lien or security interest upon the Land and/or Building or any Non-Occupancy Lease, specifically excluding, however, the Existing Superior Mortgage.

(h) “Taxes” shall mean (i) the real estate taxes, vault taxes, assessments and special assessments, and business improvement district or similar

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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. If at any time during the term of this lease 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 real estate taxes, assessments and special assessments now imposed on real estate, 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; provided, however, that any such taxes, assessments, levies, impositions, fees or charges which are “in addition to” (as opposed to “in lieu of” or “as a substitute for”) taxes otherwise includable in this definition of Taxes shall only be deemed Taxes if such amounts, from and after the time of their imposition, shall generally be treated as Taxes in other leases entered into by Landlord and by landlords of Comparable Buildings with tenants leasing in excess of 200,000 rentable square feet. Any dispute between Landlord and Tenant as to whether any taxes, assessments, levies, impositions, fees or charges should be included in Taxes as amounts 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, 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, or as a substitute for, the whole or any part of such real estate taxes, assessments and special assessments now imposed on real estate. 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 (without suggesting that Landlord 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 (x) to an addition of an amenity in the Building which is not available for the use or benefit of Tenant (without suggesting that Landlord 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), or (z) a Reassessment Event, 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

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Taxes payable by reason of the addition of such new space or amenity or Reassessment Event, as the case may be.

(i) “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 of this lease, or such other period of twelve (12) months occurring during the term of this lease as hereafter may be duly adopted as the fiscal year for real estate tax purposes of the City of New York.

(j) “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 any particular space demised (herein called “Demised Space”) to a tenant (including Tenant) or other occupant of the Building (herein called an “Occupant”) and arising from (a) such Occupant’s particular manner of use of Demised Space (other than arising out of the mere use thereof as executive and general offices or retail purposes or which are of a building wide application), (b) the particular manner of conduct of such Occupant’s business or operation of its installations, equipment or other property therein (other than arising out of the mere use of Demised Space as executive and general offices or retail purposes or which are of a building wide application), (c) any cause or condition created by or at the instance of an Occupant (other than the mere use of Demised Space as executive and general offices or retail purposes), (d) the breach of any of an Occupant’s obligations under its lease or other occupancy agreement pursuant to which it acquired its leasehold interest in Demised Space, or (e) the negligence of any such Occupant or any of its agents; it being understood and agree that unless the need for same arises out of one or more of the causes set forth in clauses (a) through (e) of above, the term “Tenant Compliance Capital Item” shall not include (w) structural repairs or alterations in or to any Demised Space (other than such Occupant’s leasehold improvements), (x) repairs or alterations to the vertical portions of Building Systems or facilities serving Demised Space 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 any Demised Space, such as electrical or HVAC distribution within such Demised Space), 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.

(k) “Tenant R&M Capital Item” shall mean any repair or replacement in and to Demised Space which should be capitalized in accordance with GAAP arising from (a) the performance, existence or removal of any such Occupant’s leasehold improvements, (b) the installation, use or operation of such Occupant’s personal property, (c) the moving of such Occupant’s personal property in or out of the Building, (d) the act, omission (where an affirmative duty to act exists), misuse or neglect of any such Occupant or any of its subtenants or its or their employees, agents,

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contractors or invitees, (e) any such Occupant’s particular manner of use of Demised Space (other than arising out of the mere use of Demised Space as executive and general offices or retail purposes) or (f) design flaws in any of Occupant’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 Demised Space 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 Demised Space) 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 out of one or more of the causes set forth in clauses (a) through (f) above.

(l) “Tenant’s Share” shall mean the fraction, expressed as a percentage, the numerator of which shall be the number of rentable square feet included within the Premises and the denominator of which shall be 1,401,609. For so long as the Premises shall be deemed to contain ***[            ]*** rentable square feet, Tenant’s Share shall mean ***[             percent (     %), comprised as follows:³

floor	%
floor	%
floor	%
floor	%
floor	%
floor	%
floor	%
floor	%
[List areas of Lobby]	%
[List areas of Concourse]	%

3.02. (a) Tenant shall pay to Landlord as Additional Charges for any portion of a Tax Year occurring during the term of this lease, an amount (herein called the “Tax Payment”) equal to Tenant’s Share of the amount of Taxes for such Tax Year. The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are due and payable by Landlord to the City of New York. Tenant shall pay Tenant’s Share of each such installment within thirty (30) days after the rendering of a statement therefor by Landlord to Tenant, which statement shall

³ Schedule of Tenant’s Share to be completed to reflect premises being leased.

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be rendered by Landlord so as to require Tenant’s Share of Taxes to be paid by Tenant ten (10) days prior to the date such Taxes first become due to the taxing authority. The statement to be rendered by Landlord shall set forth in reasonable detail the computation of Tenant’s Share of the particular installment(s) being billed and shall include a copy of the tax bill from the taxing authorities relevant to the computation of Tenant’s Tax Payment. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be, in accordance herewith. If during the term of this lease, Taxes are required to be paid to the appropriate taxing authorities in full or in monthly, quarterly, or other installments, on any other date or dates than as presently required, then at Landlord’s option and upon not less than thirty (30) days prior written notice to Tenant, Tenant’s Tax Payments shall be correspondingly accelerated or revised so that said Tenant’s Tax Payments are due ten (10) days prior to the date payments are due to the taxing authorities.

(b) If Landlord shall receive a refund of Taxes for any Tax Year, Landlord shall, at Tenant’s option, either pay to Tenant, or credit against subsequent Fixed Rent and Additional Charges under this lease, Tenant’s Share of the net refund (after deducting from such total refund the reasonable and out-of-pocket costs and expenses, including, but not limited to, appraisal, accounting and legal fees of obtaining the same to the extent that such costs and expenses were not theretofore collected from Tenant for such Tax Year) and Landlord shall promptly notify Tenant of the amount of Tenant’s Share of such net refund inclusive of Tenant’s Share of any interest thereon received by Landlord and shall promptly credit or refund such amount within thirty (30) days to Tenant (as Tenant shall elect); provided, however, such payment or credit to Tenant shall in no event exceed Tenant’s Tax Payment plus any such interest allocable to such Tenant’s Tax Payment paid for such Tax Year to which such refund applies.

(c) Landlord shall, with respect to each Tax Year, initiate and pursue in good faith an application and proceeding seeking a reduction in Taxes or the assessed valuation of the Real Property (a “Certiorari Application”) to the extent that (i) doing so would be reasonable and customary for landlords of Comparable Buildings for the Tax Year in question (without taking into account any considerations with respect to any other properties owned by Landlord or any affiliate of Landlord in the City of New York), and (ii) so long as Tenant satisfies the Minimum Leasing Requirement, if Landlord does not intend to pursue a Certiorari Application, Landlord obtains and provides to Tenant with respect to such Tax 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; provided, however, that if Landlord shall elect not to initiate and pursue a Certiorari Application for any Tax Year, not later than thirty (30) days prior to the last day on which Landlord would be entitled to initiate a Certiorari Application, Landlord shall use commercially reasonable efforts to give notice of such election (a “Certiorari Waiver Notice”) to Tenant, which notice

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shall contain a statement in bold type and capital letters stating “THIS IS A CERTIORARI WAIVER NOTICE.” If Landlord fails within such thirty (30) day period to give to Tenant either (i) a Certiorari Waiver Notice or (ii) a notice indicating that Landlord will initiate and pursue a Certiorari Application, Landlord shall be deemed to have given to Tenant a Certiorari Waiver Notice. For so long as the tenant under this lease is a Citibank Tenant and the Premises consist of not less than 500,000 rentable square feet, Tenant shall have the right within fifteen (15) days (time being of the essence) after the giving (or deemed giving) of such Certiorari Waiver Notice to give a notice to Landlord directing Landlord to initiate and pursue a Certiorari Application (a “Certiorari Direction Notice”). In the event that Tenant shall give a Certiorari Direction Notice to Landlord in accordance with the provisions of the preceding sentence, Landlord shall initiate a Certiorari Application prior to the last day on which it is entitled to initiate same and shall pursue same in good faith. In connection with any Certiorari Application relating to any Tax Year occurring during the term of this lease that the tenant under this lease is a Citibank Tenant and the Premises consist of not less than 500,000 rentable square feet, Tenant shall have the right to retain, at Tenant’s sole cost and expense, its own certiorari counsel (hereinafter called “Tenant’s Certiorari Counsel”), who shall have the right to consult with the counsel retained by Landlord in connection with such Certiorari Application (“Landlord’s Certiorari Counsel”) with respect to such Certiorari Application and any proceedings in connection therewith, provided that Tenant’s Certiorari Counsel shall have first executed and delivered to Landlord a confidentiality agreement in form reasonably acceptable to Landlord wherein Tenant’s Certiorari Counsel shall agree to maintain in strict confidence and not to reveal to any third parties (other than Tenant, except as hereinafter set forth) any confidential information concerning the Building or its operations that has not otherwise been made public, except as may be required by applicable Legal Requirements or by a court of competent jurisdiction or in connection with any action or proceeding before a court of competent jurisdiction. In addition, Tenant’s Certiorari Counsel shall not reveal any such confidential information to Tenant, except to the extent necessary in the reasonable judgment of Tenant’s Certiorari Counsel to enable Tenant to decide whether and how to exercise any rights of Tenant set forth in this Section 3.02(c). Tenant shall be subject to maintain the confidentiality of any and all such information on terms identical to those by which Tenant’s Certiorari Counsel is bound and, in addition, Tenant hereby expressly acknowledges and agrees that it shall not have the right to use such information for any other purpose whatsoever (including, without limitation, in connection with any fair market rental determination under Article 36, except to the extent that all or a portion of such information has been made known to Tenant by other sources (e.g., public filings or the brokerage community). Subject to the provisions of the preceding two sentences, Landlord shall cause Landlord’s Certiorari Counsel to meet with Tenant’s Certiorari Counsel, to keep Tenant’s Certiorari Counsel advised as to the status of the Certiorari Application(s) in question and the strategies employed or to be employed by Landlord and Landlord’s Certiorari Counsel in connection therewith, and Landlord and Landlord’s Certiorari Counsel shall consider any recommendations of Tenant’s Certiorari Counsel with respect to such Certiorari Application(s). Tenant’s Certiorari Counsel shall have the

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right to attend meetings, but shall not participate in meetings, between Landlord and/or Landlord’s Certiorari Counsel and the New York City Department of Finance Assessor’s Office with respect to any such Certiorari Applications. Notwithstanding anything to the contrary set forth in this Section 3.02(c), Landlord shall have the right to settle any and all certiorari proceedings with respect to the Real Property, provided that Landlord shall act in a commercially reasonable manner and as if this Real Property were Landlord’s only property, and Tenant, for itself and its immediate and remote subtenants and successors in interest hereunder, hereby waives, to the extent permitted by law, any right Tenant may now or in the future have to protest or contest any Taxes or to bring any application or proceeding seeking a reduction in Taxes or assessed valuation or otherwise challenging the determination of such settlement.

(d) In respect of any Tax Year which begins prior to the Commencement Date or terminates after the Expiration Date, the Tax Payment in respect of such Tax Year or tax refund pursuant to Section 3.02(b) therefor shall be prorated to correspond to that portion of such Tax Year occurring after the Commencement Date and prior to the Expiration Date.

(e) Tenant shall pay to Landlord within thirty (30) days after Landlord submits a bill therefor, together with reasonable documentation thereof, Tenant’s Share of any reasonable out-of-pocket expenses incurred by Landlord in contesting any items comprising Taxes and/or the assessed value of the Real Property, except to the extent, if any, that such expenses shall have already been deducted by Landlord from a tax refund pursuant to Section 3.02(b) or included in Operating Expenses pursuant to Section 3.01(b).

3.03. (a) For each Operating Year or any part thereof which shall occur during the term of this lease, Tenant shall pay an amount (herein called the “Operating Payment”) equal to Tenant’s Share of Operating Expenses for such Operating Year.

(b) If during any Operating Year (i) any rentable space in the Building shall be vacant or unoccupied, and/or (ii) the tenant or occupant of any space in the Building undertook to perform work or services therein in lieu of having Landlord (or Landlord’s affiliates) perform the same and the cost thereof would have been included in Operating Expenses, then, in any such event(s), the Operating Expenses for such period which would vary with the percentages of occupancy of the Building or the percentages of tenants or occupants for which work or services are performed by Landlord (or Landlord’s affiliates) shall be reasonably adjusted to reflect as closely as possible the variable Operating Expenses that actually would have been incurred if such space had been occupied or if Landlord (or Landlord’s affiliates) had performed such work or services, as the case may be. By way of example, if during an Operating Year forty percent (40%) of the rentable space in the Building were vacant and as a result thereof Landlord’s actual cost of providing base building cleaning to rentable space in the

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Building were reduced by thirty (30%) rather than forty (40%) percent due to economies of scale or for any other reason, then the line item for base building cleaning provided to rentable space in the Building for such Operating Year would be increased by the same thirty (30%) percent, rather than forty (40%) percent, to reflect as closely as possible the variable Operating Expenses that actually would have been incurred if such space had been occupied.

(c) Landlord may furnish to Tenant, prior to the commencement of each Operating Year a written statement setting forth in reasonable line-item detail Landlord’s reasonable estimate of the Operating Payment for such Operating Year. In the event that such estimate of the Operating Payment reflects an increase in total Operating Expenses for the Real Property of more than three (3%) percent in excess of the total Operating Expenses for the previous calendar year (including the Operating Year prior to the Restated Commencement Date for which Tenant shall provide the detail), such estimate shall be accompanied by a reasonably detailed explanation of such increase. In the event that Tenant disputes an estimate of the Operating Payment which reflects an increase in total Operating Expenses for the Real Property of more than three (3%) percent in excess of the total Operating Expenses for the previous calendar year, Tenant shall have the right to challenge such estimate substantially in the manner set forth in Section 3.03(e). Tenant shall pay to Landlord on the first day of each month during the Operating Year in which the Operating Payment will be due, an amount equal to one-twelfth (1/12th) of such estimate of the Operating Payment for such Operating Year. If, however, Landlord shall not furnish any such estimate for an Operating Year or if Landlord shall furnish any such estimate for an Operating Year subsequent to the commencement thereof, then (i) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Article 3 in respect of the last month of the preceding Operating Year; (ii) after such estimate is furnished to Tenant, Landlord shall give notice to Tenant stating whether the installments of the Operating Payment previously made for such Operating Year were greater or less than the installments of the Operating Payment to be made for the Operating Year in which the Operating Payment will be due in accordance with such estimate, and (A) if there shall be a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, or (B) if there shall have been an overpayment, Landlord shall within thirty (30) days of such notice refund to Tenant the amount thereof, failing which any unpaid amount shall bear interest at the Interest Rate from the thirty-first (31st) day after such notice until such amount is paid to Tenant; and (iii) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of such Operating Year Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of the Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to Tenant a revised statement of Landlord’s reasonable estimate of the Operating Payment for such Operating Year, and in such case, the Operating Payment for such Operating Year shall be adjusted and paid or refunded or

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credited as the case may be, substantially in the same manner as provided in the preceding sentence (with Tenant having the right to dispute any increase of more than three (3%) percent as provided above).

(d) Landlord shall furnish to Tenant a Landlord’s Statement for each Operating Year (and shall use reasonable efforts to do so within ninety (90) days after the end of each Operating Year). If Landlord fails to deliver any such Landlord’s Statement to Tenant within three hundred sixty-five (365) days after the end of an Operating Year (the “Outside Date”), then notwithstanding anything to the contrary contained herein, until such time as such Landlord’s Statement is so delivered to Tenant, Tenant’s obligation to make Operating Payments to Landlord shall be deferred. Tenant’s obligation to pay to Landlord any deferred amounts that were properly payable as Operating Payments during such period of deferral shall be paid within thirty (30) days following delivery of the Landlord’s Statement. Such statement shall be in the form attached to this lease as Exhibit C and shall set forth in reasonable line-item detail the Operating Expenses for such Operating Year. If the Landlord’s Statement shall show that the sums paid by Tenant, if any, under Section 3.03(c) exceeded the Operating Payment to be paid by Tenant for the Operating Year for which such Landlord’s Statement is furnished, Landlord shall refund to Tenant the amount of such excess within thirty (30) days, failing which any unpaid amount shall bear interest at the Interest Rate from the thirty-first (31st) day after such demand until such amount is paid to Tenant, provided that if Landlord had failed to furnish Landlord’s Statement to Tenant by the Outside Date, any Tenant’s overpayment shall bear interest at the Interest Rate from the last day of the Operating Year to which such Operating Expenses relate, until such time as Landlord pays to Tenant such overpayment together with accrued interest in full; and if the Landlord’s Statement for such Operating Year shall show that the sums so paid by Tenant were less than the Operating Payment to be paid by Tenant for such Operating Year, Tenant shall pay the amount of such deficiency within thirty (30) days after demand therefor, failing which any unpaid amount shall bear interest at the Interest Rate from the thirty-first (31st) day after such demand until such amount is paid to Landlord.

(e) (i) Tenant, upon reasonable notice given within one hundred fifty (150) days of its receipt of any Landlord’s Statement, may elect to have Tenant’s Audit Representative (as designated in such notice) examine such of Landlord’s books and records (collectively “Records”) as are relevant to the Landlord’s Statement in question, together with reasonable supporting data therefor. Landlord hereby agrees to maintain and preserve Landlord’s Records with respect to each Operating Year for a period of at least five (5) years following the delivery of the Landlord’s Statement with respect thereto. In making such examination, Tenant 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 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

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a court of competent jurisdiction or arbitrator, or (3) to Tenant’s attorneys, accountants and other professionals in connection with any dispute between Landlord and Tenant; and Tenant will confirm and cause its Audit Representative to confirm such agreement in a separate written agreement, if requested by Landlord. If Tenant shall not give such notice within such one hundred fifty (150) day period, then the Landlord’s Statement as furnished by Landlord shall be conclusive and binding upon Tenant. Tenant shall, not be precluded from disputing a Landlord’s Statement that is given following the end of an Operating Year whether or not Tenant disputed a prior Landlord’s Statement for estimates of the Operating Payment for said Operating Year, provided that notice of such dispute is delivered within the 150-day time period described above. Tenant shall, at Tenant’s expense, have the right to obtain copies and/or make abstracts of the Records as it may request in connection with its verification of any such Landlord’s Statement, subject to the foregoing confidentiality provisions. 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, or (y) an employee of Tenant.

(ii) In the event that Tenant, after having reasonable opportunity to examine the Records (but in no event more than one-hundred twenty (120) days from the date on which the Records are made available to Tenant unless Tenant is delayed by Landlord in commencing or prosecuting such examination, in which case such one hundred twenty (120) day period shall be extended by one (1) day for each day of such delay caused by Landlord), shall disagree with the Landlord’s Statement, then Tenant may send a written notice (“Tenant’s Statement”) to Landlord of such disagreement, specifying the basis for Tenant’s disagreement. Landlord and Tenant shall attempt to adjust such disagreement. If they are unable to do so within thirty (30) days, Landlord and Tenant shall designate a Certified Public Accountant (the “Arbiter”) whose determination made in accordance with this Section 3.03(e)(ii) shall be binding upon the parties and any such determination so made in accordance herewith may be entered as a judgment in any court of competent jurisdiction including, without limitation, if the Arbiter determines that the Operating Payment should be lower than the amount determined by Tenant or higher than the amount determined by Landlord. If the Arbiter shall determine that the amount charged by Landlord as the Operating Payment does not exceed the actual Operating Payment by at least One Hundred Fifty Thousand Dollars ($150,000.00), which amount shall be increased or decreased annually on January 1st of each year during the term of this lease by the CPI Fraction (as so increased from time to time, herein called the “Overpayment Threshold”), then Tenant shall pay the cost of the Arbiter, otherwise, Landlord shall pay the cost of the Arbiter. If the Arbiter shall determine that the amount charged by Landlord as the Operating Payment exceeds the actual Operating Payment by more than the Overpayment Threshold, then Landlord shall pay the cost of Tenant’s Audit Representative (unless Tenant’s Audit Representative is an employee of Tenant) in connection with such examination of the Records and arbitration proceeding, not to exceed an amount equal to twenty-five (25%) percent of any refund determined to be due to Tenant by the Arbiter. The payment made

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by Landlord pursuant to the immediately preceding sentence shall be in addition to the refund of any overpayment required to be made by Landlord to Tenant pursuant to the terms hereof, together with interest on such refund if applicable in accordance with the terms hereof. The Arbiter shall be a member of an independent certified public accounting firm having at least ten (10) accounting professionals and having at least ten (10) years of experience in commercial real estate accounting and, in particular, office building operating expense statements. In the event that Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within thirty (30) days after receipt of notice from the other party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two or more Certified Public Accountants meeting the same qualifications set forth in the preceding sentence with respect to the Arbiter who are acceptable to the party sending such notice (any one of whom, if acceptable to the party receiving such notice as shall be evidenced by notice given by the receiving party to the other party within such thirty (30) day period, shall be the agreed upon Arbiter), then either party shall have the right to request the American Arbitration Association (herein called the “AAA”) (or any organization which is the successor thereto) to designate as the Arbiter a Certified Public Accountant meeting such qualifications, and whose determination made in accordance with this Section 3.03(e)(ii) shall be conclusive and binding upon the parties, and the cost charged by the AAA (or any organization which is the successor thereto) for designating such Arbiter shall be borne by the party that is responsible for the cost of the Arbiter in accordance with the preceding provisions of this Section 3.03(e)(ii). In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this lease. Notwithstanding the foregoing provisions of this section, Tenant, pending the resolution of any contest pursuant to the terms hereof, shall continue to pay all sums as determined to be due in the first instance by such Landlord’s Statement and upon the resolution of such contest, suitable adjustment shall be made in accordance therewith with appropriate payment to be made to Landlord by Tenant or refund to be made by Landlord to Tenant (or credit allowed Tenant against Fixed Rent and Additional Charges becoming due) if required thereby, including, in either case, interest from the date that Tenant’s Statement was delivered to Landlord at an annual rate equal to the Interest Rate.

3.04. Subject to the last sentence of Section 3.05, the expiration or termination of this lease during any Tax Year or Operating Year (for any part or all of which there is a Tax Payment or Operating Payment under this Article 3) shall not affect the rights or obligations of the parties hereto respecting such payment and any Landlord’s Statement or tax bill, as the case may be, relating to such payment may be sent to Tenant subsequent to, and all such rights and obligations shall survive, any such expiration or termination. Any payments due under such Landlord’s Statement or tax bill, as the case may be, shall be payable within thirty (30) days after such statement or bill is sent to Tenant.

3.05. Subject to the further provisions of this Section 3.05, Landlord’s failure to render or delay in rendering a Landlord’s Statement with respect to any

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Operating Year or any component of the Operating Payment shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to any such Operating Year or any such component, nor shall the rendering of a Landlord’s Statement for any Operating Year prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for such Operating Year. Subject to the further provisions of this Section 3.05, Landlord’s failure to render or delay in rendering a bill with respect to any installment of Taxes shall not prejudice Landlord’s right to thereafter render such a bill for such installment, nor shall the rendering of a bill for any installment prejudice Landlord’s right to thereafter render a corrected bill for such installment. Notwithstanding anything to the contrary contained in this lease, in the event Landlord fails to give a Landlord’s Statement for Operating Expenses (or a corrected Landlord’s Statement) or a bill for Taxes (or a corrected bill) to Tenant for any Tax Year or Operating Year, as the case may be, on or before the date which is two (2) years after the last day of the Tax Year to which such bill for Taxes applies or the Operating Year to which such Landlord’s Statement applies, as applicable, then Landlord shall be deemed to have waived the payment of any then unpaid Additional Charges which would have been due pursuant to said Landlord’s Statement or bill for Taxes, as the case may be.

3.06. In respect of any Operating Year which begins prior to the Commencement Date or terminates after the Expiration Date, the Operating Payment in respect of such Operating Year shall be prorated accordingly.

3.07. (a) Except in the case of an emergency, or as otherwise may be required by Legal Requirements, Landlord, before proceeding with any repair, alteration or improvement which Landlord intends to treat as a Non-Discretionary Capital Item, shall give a notice to Tenant (herein called a “Non-Discretionary Capital Item Notice”), setting forth (i) an explanation of the facts which lead Landlord to determine that a first-class owner of a Comparable Building would perform such Non-Discretionary Capital Item at such time (i.e., the First-Class Landlord Standard), (ii) the estimated cost of such Non-Discretionary Capital Item (herein called the (“Capital Item Cost”), and (iii) Landlord’s determination of the useful life of such Non-Discretionary Capital Item (herein called the “Useful Life Estimate”). If Landlord proceeds to perform a Non-Discretionary Capital Item on an emergency basis or as otherwise set forth above, Landlord shall promptly give a Non-Discretionary Capital Item Notice in connection therewith. Tenant shall have the right, which may be exercised within ten (10) Business Days following the giving of a Non-Discretionary Capital Item Notice, to give a notice to Landlord (herein called an “Capital Item Dispute Notice”), disputing (i) that the First-Class Landlord Standard has been met, (ii) the cost of the Non-Discretionary Capital Item and/or (iii) the Useful Life Estimate. In the event that Tenant fails to give a Capital Item Dispute Notice within such ten (10) Business Day period, Landlord shall have the right to give a second notice to Tenant, which notice shall state that if Tenant fails to give a Capital Item Dispute 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 Capital Item Dispute Notice, then Tenant shall be deemed to have waived its right to dispute the three

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items set forth in the Non-Discretionary Capital Item Notice. In the event that Tenant fails to give a Capital Item Dispute Notice within such five (5) Business Day period, or in the event that Tenant gives a timely Capital Item Dispute Notice which fails to dispute one or more of the three items set forth in the Non-Discretionary Capital Item Notice, Tenant shall be deemed to have waived its right to dispute either all of such items or the items which Tenant failed to dispute in its Capital Item Dispute Notice, as the case may be. If Landlord shall in good faith competitively bid the Non-Discretionary Capital Item to at least three (3) independent non-affiliated bidders (but Landlord shall have no obligation hereunder to bid such work) and include all such bids with the Non-Discretionary Capital Item Notice, the next-to-lowest bid obtained shall be deemed to be reasonably prudent and economical (provided however that, subject to Tenant’s dispute rights set forth herein, it shall not be construed that a bid that is higher than such next-to-lowest bid is automatically deemed not to be reasonably prudent or economical). Landlord shall have the right, subject to the provisions of this Section 3.07 setting forth Tenant’s dispute rights, to proceed with the performance of the Non-Discretionary Capital Item notwithstanding that Tenant may have given an Capital Item Dispute Notice and the dispute set forth therein has not been resolved, or prior to the expiration of the time period in which Tenant has the right to give an Capital Item Dispute Notice.

(b) If Tenant gives a timely Capital Item Dispute Notice and the parties are unable to resolve the dispute within five (5) Business Days after the giving of the Capital Item 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. If an arbitrator appointed in accordance with Article 37 determines that Landlord failed to meet the First-Class Landlord Standard and that the repair, improvement or alteration in question was unnecessary, then the repair, improvement or alteration in question shall not be treated as a Non-Discretionary Capital Item, and Tenant shall not be required to reimburse Landlord for any portion of the cost of such repair, improvement or alteration. If an arbitrator appointed in accordance with Article 37 determines that Landlord 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 owner of a Comparable Building, then such arbitrator shall set the cost for such Non-Discretionary Capital Item and Useful Life Estimate to be used by the parties to calculate the appropriate amount of Operating Expenses in connection therewith. If an arbitrator appointed in accordance with Article 37 determines that Landlord succeeded in meeting the First-Class Landlord Standard, but disagrees with the cost for such Non-Discretionary Capital Item and/or the Useful Life Estimate contained in the Non-Discretionary Capital Item Notice, then such arbitrator shall set the cost for such Non-Discretionary Capital Item and/or Useful Life Estimate to be used by the parties to calculate the appropriate amount of Operating Expenses in connection therewith.

(c) With respect to any repair, alteration or improvement performed by Tenant which is treated as a Non-Discretionary Capital Item, Landlord shall include in the Landlord Statement for which it is seeking reimbursement for same,

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reasonable evidence of the cost for, and payment in full of, such repair, alteration or improvement, which amount shall be subject to Tenant’s right to audit in accordance with Section 3.03(e).

ARTICLE 4

Surrender Options

4.01. (a) Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a “Tranche 1 Surrender Notice”) which may be given one or more times during the period commencing on September 20, 2009 up to and including September 30, 2011 (herein called the “Tranche 1 Surrender Notice Period”), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called “Tranche 1 Surrender Space”; and any portion of the Premises that was surrendered to Landlord pursuant to the Original Lease shall constitute Tranche 1 Surrender Space) consisting of two (2) or more full Office Floors on or above the 6^th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable square feet of the Premises, and thereafter send one or more Tranche 1 Surrender Notices during the Tranche 1 Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors in any Tranche 1 Surrender Notice) comprising up to an additional 189,816 rentable square feet (i.e., the Tranche 1 Surrender Space shall not exceed 280,326 rentable square feet in the aggregate, inclusive of any space surrendered under the Original Lease). Any Tranche 1 Surrender Notice shall identify the Tranche 1 Surrender Space and indicate the date on which such Tranche 1 Surrender Space will be surrendered, which date(s) may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month (any such date is herein called a “Tranche 1 Surrender Date”). Any Tranche 1 Surrender Space that is identified in a particular Tranche 1 Surrender Notice must be contiguous but such space need not be contiguous with any Tranche 1 Surrender Space identified in a subsequent Tranche 1 Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Tranche 1 Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so.

(b) Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a “Tranche 2 Surrender Notice”; any Tranche 2 Surrender Notice or Tranche 1 Surrender Notice may each hereinafter be individually and generically referred to as a “Surrender Notice”), which may be given one or more times during the period commencing on September 20, 2012 up to and including September 30, 2014 (herein called the “Tranche 2 Surrender Notice Period”), Tenant may elect to

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surrender portions of the Premises (each such portion of the Premises so surrendered is hereinafter called “Tranche 2 Surrender Space”; any Tranche 2 Surrender Space or Tranche 1 Surrender Space may hereinafter be individually and generically referred to as “Surrender Space”) consisting of two (2) or more full Office Floors on or above the 6^th floor of the Building and containing not more than 280,326 rentable square in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender two full Office Floors containing 57,172 rentable square feet of the Premises, and thereafter send one or more Tranche 2 Surrender Notices during the Tranche 2 Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors in any Tranche 2 Surrender Notice) comprising up to an additional 222,154 rentable square feet (i.e., the Tranche 2 Surrender Space shall not exceed 280,326 rentable square feet in the aggregate). Any Tranche 2 Surrender Notice shall identify the Tranche 2 Surrender Space and indicate the date on which such Tranche 2 Surrender Space will be surrendered, which date(s) may be may no earlier than December 20, 2013, no later than December 31, 2015 and must correspond with the last day of a month (any such date is herein called a “Tranche 2 Surrender Date”; any Tranche 2 Surrender Date or Tranche 1 Surrender Date may hereinafter be individually and generically referred to as a “Surrender Date”). Any Tranche 2 Surrender Space that is identified in a particular Tranche 2 Surrender Notice must be contiguous but such space need not be contiguous with any Tranche 1 Surrender Space or any Tranche 2 Surrender Space identified in a subsequent Tranche 2 Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Tranche 2 Surrender Space and Tranche 1 Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so.

(c) Notwithstanding any of the foregoing, or anything to the contrary contained in the Amended and Restated Lease, if all or any portion of the Surrender Space shall be partially or totally damaged or destroyed by fire or other casualty prior to the Surrender Date, then the Surrender Date with respect to any full floor portion of the Surrender Space so affected shall be postponed until such time as Tenant fully satisfies its restoration obligations with respect thereto in accordance with Section 19.02(b).

4.02. In the event of the giving of any Surrender Notice and provided the Surrender Fee has been paid to Landlord in accordance with Section 4.03, then, effective as of the Surrender Date:

(a) the Fixed Rent payable by Tenant hereunder shall be decreased by the amounts payable for the Surrender Space as set forth on Schedule 1 hereof;

(b) Tenant’s Share shall be decreased by subtraction of a fraction, expressed as a percentage, (x) the numerator of which shall be the number of

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rentable square feet contained in the Surrender Space as per Section 1.02 hereof, and (y) the denominator of which shall be 1,401,609;

(c) Tenant’s Tax Payment for the Tax Year during which the Surrender Date shall occur shall be appropriately adjusted to reflect the changes contained herein;

(d) Tenant’s Operating Payment for the Operating Year during which the Surrender Date shall occur shall be appropriately adjusted to reflect the changes contained herein; and

(e) Tenant shall surrender the Surrender Space in the condition required under Section 21.01; it being understood and agreed that Tenant shall be entitled to retain the use of any horizontal and vertical cabling, conduit and/or any mechanical and electrical equipment located in the common core (or such other areas outside of the common core so long as Tenant’s use of same does not adversely affect the Surrender Space) which is used in operating the portion of the Premises not so surrendered.

4.03. Intentionally Omitted.

4.04. As a condition to the effectiveness of the exercise of a particular Surrender Option and the termination of this lease as it relates to the applicable Surrender Space as of the applicable Surrender Date, Tenant shall pay to Landlord an amount equal to (1) the product of (x) the then annual Fixed Rent per rentable square foot attributable to such Surrender Space, and (y) the rentable square feet of such Surrender Space, less (2) the portion, if any, of the Submetering Cost (as such term is defined in the Original Lease) not to exceed $500,000 that was not credited against the Surrender Fee under the Original Lease (such amount is herein called the “Surrender Fee”). One-half of the Surrender Fee (without taking into account the off-set of the Submetering Cost, as such term is defined in the Original Lease) shall be payable by Tenant to Landlord upon the exercise of the Surrender Option and the other half (after taking into account the off-set of the Submetering Cost) upon the Surrender Date. To the extent the Submetering Cost is not fully applied against the Surrender Fee as of a particular Surrender Date (i.e., the Submetering Cost, subject to the $500,000.00 cap, exceeds the Surrender Fee, such excess herein called “Unapplied Submetering Cost”), including, without limitation, any Unapplied Submetering Cost as of the Restated Commencement Date, the Unapplied Submetering Cost may be offset against future Surrender Fees payable under this lease. The Surrender Fee shall be accounted for by the parties and considered for all purposes as a fee for the termination of this lease as it relates to the Surrender Space and not as payment or consideration for the use or occupancy of the Premises. Landlord shall have the right to dispute the amount of Submetering Cost as being prudent (but not the scope of the Submetering Work set forth in Section 4.02(c) of the Original Lease) and economical by submitting the matter to a binding, expedited arbitration in accordance with the provisions of Article 37. If Tenant shall in good faith competitively bid the Submetering Work to at least three (3) independent non-affiliated bidders (but Tenant

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shall have no obligation hereunder to bid such work), the next-to-lowest bid obtained shall be deemed to be reasonably prudent and economical (provided however that, subject to Landlord’s dispute rights set forth herein, it shall not be construed that a bid that is higher than such next-to-lowest bid is automatically deemed not to be reasonably prudent or economical).

ARTICLE 5

Subordination

5.01. Subject to the provisions of any Conforming SNDA between Tenant and any Superior Mortgagee, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to 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 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”.

5.02. Landlord hereby represents and warrants that the only existing Superior Mortgage as of the date hereof is that certain [                                        ] (herein called the “Existing Superior Mortgagee”; 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, the provisions of Section 5.01 shall be conditioned upon the execution and delivery by and between Tenant and any such Superior Mortgagee 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 of this lease, or otherwise increase Tenant’s obligations or liabilities or decrease or adversely affect Tenant’s rights as set forth in this 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.

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5.04. Tenant’s interest in this lease, as this lease may be modified, amended, restated or supplemented, shall not be subject or subordinate to any other lease respecting all or any portion of the Real Property, including, without limitation, any ground leases.

ARTICLE 6

Quiet Enjoyment

6.01. So long as Tenant is not in default hereunder beyond the expiration of any applicable notice and cure periods, 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 no assignee of this lease shall be a person that is entitled to sovereign immunity, and/or (b) for so long as a Citibank Tenant is the tenant under this lease (but not otherwise), mortgage, pledge, encumber or otherwise hypothecate this lease or 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 (i) this lease is 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) 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

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from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other agreements entered into by Tenant during the term of this lease 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. Anything contained in this Article 7 to the contrary notwithstanding but subject to the succeeding sentence, in no event shall Tenant or any subtenant (of any tier) of Tenant market all or any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period (herein called the “Blackout Period”) commencing immediately after (a) the date on which a Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy Agreements. Notwithstanding the foregoing, in no event shall the Blackout Period exceed twenty-four (24) months in the aggregate with respect to the Tranche 1 Surrender Space and twenty-four (24) months in the aggregate with respect to the Tranche 2 Surrender Space. For purposes of illustration and without limitation, if a Tranche 1 Surrender Notice was given on each of December 1, 2009, January 1, 2010 and December 1, 2011, the first Blackout Period would cover the period from December 1, 2009 to December 1, 2010 and the second Blackout Period would cover the period January 1, 2010 to January 1, 2011, which nets to a thirteen month Blackout Period (i.e., December 1, 2009 to January 1, 2011). As such, the third Blackout Period would only cover the eleven month period from December 1, 2011 to November 1, 2011 (i.e., 24 months less 13 months).

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 Citibank Tenant by merger, consolidation or

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reorganization or (ii) a purchaser of all or substantially all of the assets of a Citibank Tenant.

“Named Tenant” shall mean Citibank, N.A.

“Citibank 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 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, 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. 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

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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, the Named Tenant and any subsequent assignor of this lease 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 an Affiliate of the Named Tenant or such subsequent assignor, as the case may be, and Landlord has been notified in writing thereof. Citibank, N.A. hereby expressly waives the right to assert any legal or equitable principle that would permit Citibank, N.A. to claim that it is not primarily liable as Tenant under this lease at any time following an assignment of this lease by Citibank, N.A., except to the extent Landlord agreed in writing to release Citibank, N.A. from liability under this lease or otherwise agreed that Citibank, N.A. would not be primarily liable under this lease; it being understood and agreed that the foregoing shall not vitiate the provisions of the preceding sentence respecting any modification of this lease made after an assignment 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 Expiration Date.

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;

(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

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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 all of the terms and provisions of 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.

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 E.

(b) Landlord shall, within ten (10) Business Days after Tenant’s request accompanied by an executed counterpart of a Qualifying Sublease,

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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 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 Comparable Buildings;

(ii) which is with a subtenant which has, or whose guarantor of such subtenant’s obligations under such Qualifying Sublease (which guarantee shall be in a form reasonably acceptable to Landlord) has, as of the date of execution of such Qualifying Sublease, a net worth, exclusive of good will, computed in accordance with GAAP, equal to or greater than ten (10) times the annual Minimum Sublease Rent and Landlord has been provided with proof thereof reasonably satisfactory to Landlord;

(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 one full Office Floor; provided, that the requirements of this subclause (iv) shall not apply in the case of any retail space, the cafeteria and/or fitness center;

(v) which is for a sublease term of not less than five (5) years;

(vi) which provides for rentals which are equal to or in excess of the Fixed Rent and Additional Charges 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 that is equal to all of the same economic terms and conditions (including, without limitation, Fixed Rent and Additional Charges) 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

(vii) grants to the subtenant no greater rights and imposes on the subtenant no lesser obligations than the rights granted to and obligations imposed on Tenant, respectively, pursuant to this lease, grants no lesser rights to Tenant, as sublessor, and imposes no greater obligations on

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Tenant, as sublessor, than the rights granted to and obligations imposed on Landlord pursuant to this lease.

7.10. Notwithstanding anything to the contrary contained in this Article 7, if Tenant exercises any Extension Option for which the Extension Premises consist of less than 250,000 rentable square feet (herein called the “Minimum Leasing Requirement”), then thereafter (except as otherwise provided in this Section 7.10(c)), Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (a) assign or otherwise transfer this lease or the term and estate hereby granted, (b) sublet the Premises or any part thereof, or (subject to the provisions of Section 7.10(c) with respect to Affiliates and/or Service and Business Relationship Entities) allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this lease or the Premises or any part thereof in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord (which consent Landlord shall grant or withhold in accordance with the following provisions of this Section 7.10):

(a) Provided that Tenant is not in monetary default or material non-monetary default of any of Tenant’s obligations under this lease after the giving of notice and the expiration of any applicable cure period:

(i) any Landlord’s consent to assignment shall be given or withheld (and if withheld, Landlord shall specify the reasons for such withholding in a communication to Tenant, which communication may be oral) on or before the date that is thirty (30) days after Landlord’s receipt of notice from Tenant requesting such consent and containing the identity of the proposed assignee, the nature of its business and its proposed use of the Premises; and

(ii) any Landlord’s consent to sublease shall be given or withheld (and if withheld, Landlord shall specify the reasons for such withholding in a communication to Tenant, which communication may be oral) on or before the date that is thirty (30) days after Landlord’s receipt of notice from Tenant requesting same, which notice shall set forth the identity of the proposed subtenant, the nature of its business, its proposed use of the subleased premises and the area proposed to be sublet.

In the event that Landlord does not give or withhold any of the consents referred to in the immediately preceding sentence within the time periods set forth therein, Tenant shall have the right to give a written notice to Landlord (herein called “Tenant’s Deemed Consent Notice”) to the effect that unless Landlord gives Tenant a notice that it is giving or withholding such consent within ten (10) days after Landlord’s receipt of such Tenant’s Deemed Consent Notice, such consent shall be deemed given by Landlord. Tenant shall use commercially reasonable efforts to cause all notices given by Tenant under this Section 7.10 to contain a statement in at least 12-point bold type and capital letters stating “THIS IS A TENANT’S DEEMED CONSENT NOTICE” and to

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include with such Tenant’s Deemed Consent Notice a copy of the applicable Assignment Consent Request Notice or Sublease Consent Request Notice; provided, however, that the failure to include such statement or a copy of the applicable Assignment Consent Request Notice or Sublease Consent Request Notice shall have no effect on the validity of any notice given by Tenant under this Section 7.10.

(b) Landlord’s consent to an assignment or sublease, as the case may be, shall not be unreasonably withheld or conditioned, provided and upon condition that:

(i) in Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged in a business and the Premises, or the relevant part thereof, will be used in a manner which is in keeping with the then standards of the Building which are consistent with Comparable Buildings;

(ii) the proposed assignee or subtenant is not a disreputable person;

(iii) Landlord shall not have Comparable Space then available, or to become available, for leasing in the Building that Landlord has elected to lease to tenants, within six (6) months from the effective date of the proposed assignment or subletting, as the case may be (herein called “Comparable Space”), and neither the proposed assignee or sublessee is then an occupant of any part of the Building or a party with whom Landlord or Landlord’s agent (directly or through a broker) has been actively negotiating with respect to space in the Building during the six (6) months immediately preceding Landlord’s receipt of a notice from Tenant to Landlord (herein called a “Tenant Negotiation Notice”) to the effect that Tenant has entered into negotiations with such party; provided, however, that (1) if Landlord shall have failed to identify such Comparable Space in writing within five (5) Business Days of a written request by Tenant that Landlord identify such Comparable Space, the foregoing condition shall not apply to the subletting or assignment in question (but only if such notice from Tenant made specific reference to such five (5) Business Day period) and (2) in the event that Landlord fails within five (5) Business Days after its receipt of a Tenant Negotiation Notice to identify the prospective assignee or subtenant described therein as a party with which Landlord has been actively negotiating with respect to space in the Building during the six (6) months immediately preceding Landlord’s receipt of such Tenant Negotiation Notice, Landlord shall not thereafter have the right to withhold its consent to an assignment or sublease to such party on the grounds that Landlord has thereafter entered into active negotiations with such party unless Tenant fails to enter into an assignment or sublease with such party within the 300-day period commencing on the date of the Tenant Negotiation Notice (but only if such Tenant Negotiation Notice made specific reference to such five (5) Business Day period). As used herein,

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“Comparable Space” means space comparable in size (with up to a 20% differential in number of rentable square feet, plus or minus) and (i) if the block of space offered by Tenant includes only one partial floor, then such space must consist of one full floor or one partial floor, (ii) if the block of space offered by Tenant includes only full floors, then such space must consist of the same number of full floors (and no partial floors), and (iii) if the block of space offered by Tenant includes one or more full floors and one or more partial floors, then such space must consist of not less than the same number of full floors and not more than the aggregate number of full and partial floors offered by Tenant;

(iv) no floor of the Premises shall be subdivided into more than four (4) separate units;

(v) Neither Tenant nor any broker, agent or other representative retained by Tenant shall have publicly advertised the availability of the Premises without prior notice to and approval by Landlord (which approval shall be with respect to the advertisement itself as opposed to the right to advertise [i.e., an appropriate advertisement for a Comparable Building], and Landlord shall not unreasonably withhold or condition and shall grant or withhold such approval within five (5) Business Days), nor shall any public advertisement state the proposed rental, but nothing contained in this Section 7.10(b)(v) shall be deemed to prohibit Tenant, without Landlord’s consent or approval, from listing with brokers the availability of the Premises for sublet or assignment at any rental rate, and broker’s fliers or listings and Tenant’s marketing materials shall not be deemed to constitute public advertisements;

(vi) Tenant shall reimburse Landlord within thirty (30) days after demand (including reasonable supporting documentation) for any reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and reasonable legal costs incurred in connection with the granting of any requested consent.

(c) Notwithstanding the provision of this Section 7.10, nothing herein shall be deemed to prohibit, and each of the following shall be permitted without the need to obtain Landlord’s consent:

(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

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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 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.

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(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 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.

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(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 Landlord and Tenant shall give prompt notice to the other of any notice it receives of the violation of any Legal Requirements with respect to the Premises or the use or occupation thereof. Tenant shall, at Tenant’s expense, comply with all Legal Requirements in respect of the Premises or the use and occupation thereof; provided, however, that Tenant shall not be obligated to make structural repairs or alterations in or to the Premises or to the vertical portions of Building systems or facilities serving the Premises or to any portions of Building systems or facilities that pass through the Premises but do not serve the Premises (but Tenant shall be obligated to make 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 the Premises) in order to comply with Legal Requirements unless the need for same arises out of Tenant’s manner of use of the Premises as opposed to mere executive or general office use or retail purposes or any of the causes set forth in clauses (b) through (d) of the next succeeding sentence. Except as expressly provided to the contrary herein, Tenant shall also be responsible for the cost of compliance with all Legal Requirements in respect of the Real Property arising from (a) Tenant’s manner of use of the Premises (other than arising out of the mere use of the Premises as executive and general offices or for retail purposes), (b) the manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (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 for retail purposes), or (d) the breach of any of Tenant’s obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen; provided, however, Landlord shall be responsible for any such compliance as it relates to Landlord’s Restoration Obligation, if any, under Article 19 and any of Landlord’s restoration obligations under Article 20. Tenant shall have such access to the Real Property as may be required by Tenant in connection with Tenant’s performance of its obligations pursuant to this Section 8.01. 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

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with Section 8.02. Except to the extent that Tenant is required by this lease to comply therewith, Landlord, at its expense, shall comply with all Legal Requirements in respect of the Real Property as shall affect the Premises and Tenant’s use and enjoyment thereof, but may similarly defer compliance so long as Landlord shall be contesting the validity or applicability thereof, provided that deferring such compliance does not adversely affect Tenant’s ability to use and occupy the Premises in accordance with all of the terms and conditions of this lease including, without limitation, Tenant’s ability to obtain permits and licenses to perform Alterations. 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.

8.02. Tenant, at its expense, after notice to Landlord, 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, 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 if Tenant is a Citibank Tenant or if a non-Citibank Tenant or the guarantor of a non-Citibank Tenant shall then have a net worth, exclusive of good will, determined in accordance with GAAP of not less ten (10) times the potential cost of non-compliance, as reasonably determined by Landlord); 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, as an individual, 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.

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:

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(a) such Legal Requirement obligation is limited to the interior of the Premises, is not related to Hazardous Materials, is not structural in nature and the failure to comply with such Legal Requirement will not have an adverse effect on Building Systems or on the health or safety of any occupant of or visitor to the Building; and

(b) the failure to comply with such Legal Requirement will not (i) subject Landlord or any Superior Mortgagee to prosecution for a crime or any other fine or charge (unless Tenant agrees in writing to indemnify, defend and hold such parties harmless from and against any such fine or charge and actually pays any such fine or charge), (ii) subject the Premises or any part thereof to being condemned or vacated, or (iii) subject the Building or Land, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required 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 Premises, 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

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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 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 of this lease (a) “all risk” property insurance covering all present and future Tenant’s Property and Leasehold Improvements to a limit of not less than the full replacement value thereof, (b) boiler and machinery insurance to the extent Tenant maintains and operates such machinery with minimum limits of One Hundred Million Dollars ($100,000,000) per accident, (c) workers’ compensation in statutory limits and employers’ liability in minimum limits of $1,000,000 per occurrence, (d) 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 One Hundred Million Dollars ($100,000,000) combined single limit for bodily injury and property damage liability in any one occurrence, and (e) 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. Tenant shall name Landlord (and any party as Landlord may reasonably request in writing) as an additional insured with respect to all of such insurance (other than the insurance required under item (c) 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 use reasonable efforts to deliver to Landlord 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

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Insurance Reports or any successor publication of comparable standing and carrying a rating of A- VIII or better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be canceled 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 the prosecution of claims to recover insurance proceeds for covered losses and 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.

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 9.06, a waiver of the insurer’s right of subrogation against Tenant during the term of this lease 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 against loss, damage or destruction by fire or other casualty, a waiver of the insurer’s right of subrogation against Landlord during the term of this lease 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 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 of this lease 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 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 interests; provided, however, that the

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amount to which such insurance requirements may be increased shall not exceed an amount then being required by 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. Landlord shall maintain at all times during the term of this lease (a) “all risk” property insurance covering the Base Elements and Landlord’s property to a limit of not less than the full replacement value thereof, (b) business interruption or loss of rents insurance, (c) boiler and machinery insurance with minimum limits of One Hundred Million Dollars ($100,000,000) per accident, (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 Building and Landlord’s obligations under this lease, with limits of not less than One Hundred Million Dollars ($100,000,000) combined single limit for bodily injury and property damage liability in any one occurrence, and (f) during the time of performance of any construction, alterations, improvements and/or repairs to the Building or Base Elements, the insurance specified in 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 (other than the insurance required under item (d) above) and shall deliver to Tenant and any additional insureds, prior to the Commencement Date, 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 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 9.03. 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 Landlord 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- VIII 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, Landlord shall obtain terrorism insurance in such amounts and types of coverage that are commercially available; provided that such amounts and types of coverage are available at commercially reasonable rates and are consistent with those that are then generally required of, or carried by, owners of Comparable Buildings that are Real Estate Investment Trusts taking into account the tenancy of such buildings including the Building (collectively, the “Insurance Standard”); it being understood and agreed that

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in no event shall Operating Expenses include any portion of the premiums that are attributable to terrorism insurance that exceed the Insurance Standard. Any dispute as to the amount of insurance expense that is appropriately includible in Operating Expenses pursuant to this Section 9.07 may be submitted by either Landlord or Tenant to arbitration in accordance with Article 37.

9.08. Notwithstanding anything to the contrary contained in this lease, Tenant 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 the same does not thereby decrease the insurance coverage or limits sets forth in Section 9.03 and Citibank, N.A. has an investment grade long term credit rating. Any self insurance shall be deemed to contain all of the terms and conditions applicable to such insurance, 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 of this lease, such self insurance obligation shall survive the expiration or earlier termination of this lease to the same extent as the insurance required would survive.

ARTICLE 10

Rules and Regulations

10.01. Tenant and its employees and agents shall faithfully observe and comply with the Building Rules and Regulations annexed hereto as Exhibit F, and such reasonable changes therein (whether by modification, elimination or addition) as Landlord at any time or times hereafter may make and communicate in writing to Tenant, which, in Landlord’s reasonable judgment, shall be necessary for the reputation, safety, care and appearance of the Building and Real Property, or the preservation of good order therein, or the operation or maintenance thereof, and which do not unreasonably affect the conduct of Tenant’s business in the Premises or Tenant’s use of the Premises; provided, however, that in case of any conflict or inconsistency between the provisions of this lease and any of the Building Rules and Regulations, the provisions of this lease shall control.

10.02. Nothing in this lease contained shall be construed to impose upon Landlord any duty or obligation to enforce the Building Rules and Regulations against Tenant or any other tenant or any employees or agents of Tenant or any other tenant, except to the extent that, following Landlord’s receipt of written notice from Tenant,

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Landlord’s failure to enforce such Building Rules and Regulations against other tenants would have a material adverse effect on the rights of Tenant hereunder. Provided that Landlord attempts in good faith after notice from Tenant to enforce any Building Rules and Regulations the violation of which are having a material adverse impact on the rights of Tenant hereunder, Landlord shall not be liable to Tenant for violation of any Building Rules and Regulations by another tenant or its employees, agents, invitees or licensees. Landlord agrees not to enforce any Building Rules and Regulations in a manner discriminatory to Tenant.

10.03. Any dispute regarding changes made to the Building Rules and Regulation or the enforcement of any Building Rules and Regulations may be submitted to arbitration in accordance with Article 37 hereof.

ARTICLE 11

Alterations

11.01. Except as otherwise specifically provided in this lease, Tenant shall make no improvements, changes or alterations in or to the Premises (herein called “Alterations”) of any nature without Landlord’s prior written approval, which approval, when required in accordance with the provisions of this lease, shall be granted or withheld in accordance with the provisions hereinafter set forth. If Landlord shall fail to respond to Tenant’s written request for approval of any Alterations, which request shall be accompanied by drawings, plans and specifications in accordance with the provisions of Section 11.02(a) (herein called an “Initial Alterations Request”), within ten (10) days after such Initial Alterations Request is made by Tenant, with Landlord’s approval or disapproval with detailed comments thereon explaining the reasons for such disapproval, then Tenant shall have the right to give to Landlord a second notice (herein called a “Second Alterations Request”), and if Landlord shall fail to respond to such Second Alterations Request within five (5) Business Days after Landlord’s receipt thereof with Landlord’s approval or disapproval with detailed comments thereon explaining the reasons for such disapproval, then such Second Alterations Request shall be deemed approved by Landlord, provided that such Initial Alterations Request and Second Alterations Request shall have specifically referred to this Section 11.01 and specifically stated that Landlord must respond within such ten (10) day and five (5) Business Day periods or such Second Alterations Request for approval shall be deemed approved. Notwithstanding anything to the contrary contained herein: (a) with respect to any Alterations (or portion thereof) which Landlord elects, in its good faith judgment, to have reviewed by a third-party structural engineer or such other third-party engineer or consultant that a prudent owner of a Comparable Building would retain to review such an Alteration, the period for Landlord’s review of an Initial Alterations Request shall be ten (10) Business Days; and (b) as a condition precedent to its effectiveness, a Second

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Alterations Request shall state in upper case, bold type that it is a “DEEMED APPROVAL NOTICE”. With respect to any Alteration which has been approved (or deemed approved) by Landlord, Landlord shall sign, to the extent required, all applicable applications for building permits together with its approval (or deemed approval) of the subject Alteration (if such applications were submitted with Tenant’s Alteration request) or, if such applications were not submitted with Tenant’s Alteration request, within two (2) Business Days following Tenant’s submission of such applications.

Notwithstanding anything to the contrary set forth above and provided Tenant shall be in compliance with the applicable provisions of this Article 11, Tenant or any permitted subtenant or other permitted occupant of the Premises, may at its sole expense, without Landlord’s prior approval, undertake Non-Material Alterations. A “Material Alteration” is an Alteration which (a) is not limited to the interior of the Premises or which affects the exterior (including the appearance) of the Building, (b) affects the structure and/or the structural integrity of the Building (other than to a de minimis degree), or (c) adversely affects the usage or the proper functioning of the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other service systems of the Building. Any Alteration which is not a Material Alteration is herein called a “Non-Material Alteration” Landlord agrees not to unreasonably withhold or delay its consent to any Material Alteration. For purposes hereof, Landlord shall not be deemed to be acting unreasonably if it withholds consent to a Material Alteration which: (i) affects the exterior appearance of the Building, (ii) would have an a material adverse affect on the heating, ventilation and air-conditioning, mechanical, electrical, fire and life safety or plumbing facilities of the Building that are not located wholly within or exclusively serve the Premises or (iii) would have a material adverse affect on the structural integrity or strength of the Building.

11.02. (a) 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 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 Landlord’s approval, copies of such drawings, plans and specifications for the work to be done (but such submission shall, in the case of Non-Material Alterations, or in the case of revisions to Non-Material Alterations or to portions of previously approved Alterations which portions of such Alterations do not constitute Material Alterations, not be for Landlord’s approval but rather for the purpose of confirming, in Landlord’s reasonable judgment, that the proposed Alteration or revision is, in fact, a Non-Material Alteration or a revision of the type set forth above in this clause (ii), provided that no such submission shall be required if the provisions of the next succeeding sentence are applicable), and Tenant, subject to the deemed approval provisions set forth in Section 11.01, shall not proceed with such work until it obtains (but only to the extent same is required hereunder), Landlord’s written approval of such drawings, plans and specifications. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to submit plans

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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. 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.

(b) Tenant shall pay to Landlord, within thirty (30) days, the commercially reasonable and actual fees of any non-Affiliate, third-party architect or engineer employed by Landlord (except to the extent that Tenant retains the same engineer used by Landlord for the Building) for reviewing the drawings, plans and specifications submitted to Landlord as set forth in Section 11.02(a) but only to the extent Landlord’s approval was required with respect to same.

(c) Tenant agrees that any review or approval by the Landlord or any of its agents of any plans and/or specifications with respect to any Alterations is solely for the Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise.

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 bodies and with plans and specifications approved by Landlord (to the extent such approval is required hereunder). 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 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, shall carry, or cause to be carried for any occurrence in or about the Premises, (a) all risks builders risk insurance written on a 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)

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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. Tenant agrees that it will not knowingly do or permit anything to be done in the Building that would violate Landlord’s union contracts affecting the Building, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop work or other activity if Landlord notifies Tenant in writing that continuing such work or activity would violate Landlord’s union contracts affecting the Building, 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 Landlord or any tenant or occupant of the Building.

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 thereof (or bond or otherwise remove such lien or encumbrance 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

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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,” 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

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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.

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

11.10. 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.

ARTICLE 12

Landlord’s and Tenant’s Property

12.01. (a) 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 of this lease, 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. Notwithstanding the foregoing provisions, upon notice to Tenant no later than eighteen (18) months after the Expiration Date, Landlord, subject to the provisions of the last sentence of this Section 12.01(a), may require Tenant to reimburse Landlord for the actual and commercially-reasonable third-party out-of-

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pocket costs incurred by Landlord that are incremental to the removal of Specialty Alterations (i.e., and not the demolition costs that Landlord would have otherwise incurred) if Landlord shall have theretofore elected to remove any Specialty Alterations made by Tenant and to repair and restore in a good and workmanlike manner to good condition any damage to the Premises or the Real Property caused by such removal (other than due to the negligence of any Landlord Party or Landlord contractor); provided, however, that if Tenant shall exercise its right pursuant to Article 36 to extend the term of this lease with respect to less than the entire Premises (herein called the “Partial Premises”) or Tenant shall have exercised the Surrender Option, then, with respect to any Specialty Alterations located in or serving the Partial Premises or the Surrender Space, as the case may be, the rights of Landlord contained in this sentence shall relate to the eighteen (18) month period following the extended Expiration Date with respect to such Partial Premises, or the eighteen (18) month period following the Surrender Date with respect to the Surrender Space, as the case may be, and Landlord shall not remove any such Specialty Alterations prior to the extended Expiration Date with respect to such Partial Premises or the Surrender Date with respect to the Surrender Premises, as the case may be. As used herein, “Specialty Alterations” shall mean (i) slab cuts exceeding six (6) inches in diameter, excluding up to two (2) interconnecting staircases per floor (not to exceed a total of twenty (20) interconnecting staircases in the aggregate) in addition to any interconnecting staircases existing in the core of the Building, (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, (vi) any Alteration made after the date hereof, which leaves any Office Floor of the Premises with a supply of electricity less than that customarily required by tenants leasing space in Comparable Buildings as of the date hereof (but in no event, shall this provision be construed to permit Landlord to pass along to Tenant the cost of bringing additional electric service to the Building), (vii) rooftop installations, but not any wiring, risers or conduits in connection therewith, and (viii) any Alteration made after the date hereof, which leaves any Office Floor of the Premises with a supply of chilled water less than that customarily required by tenants leasing space in Comparable Buildings as of the date hereof (but in no event, shall this provision be construed to permit Landlord to pass along to Tenant the cost of increasing the Building’s supply of chilled water), and (ix) 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; 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. In addition, to the extent that Landlord actually incurs any other commercially-reasonable third-party out-of-pocket costs (including without limitation expediter fees) in effectuating modifications to the Certificate of Occupancy as a result of Tenant’s amendments thereto subsequent to the date hereof, Landlord may require Tenant to reimburse Landlord for such costs (subject to the same conditions described in the third sentence of this Section 12.01(a)).

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(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 of this lease; 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.

12.03. At or before the Expiration Date of this lease (or within sixty (60) days after any earlier termination of this lease, or within sixty (60) days of the Surrender Date with respect to the Surrender Space) Tenant, at its expense, shall remove from the Premises (or the Surrender Space, as the case may be) all of Tenant’s furniture, equipment and other moveable personal property not affixed or attached to the Premises (except for such items thereof as Landlord shall have expressly permitted to remain, which property shall become the property of Landlord), and Tenant shall repair any damage to the Premises resulting from any installation and/or removal of Tenant’s Property; it being understood and agreed that notwithstanding anything to the contrary contained in this lease, Tenant shall have no obligation to remove any cabling or wiring installed by, or on behalf of Tenant, in the Premises, whether before or following the Commencement Date.

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, or within the Surrender Space for a period of sixty (60) days following the Surrender Date, may at the option of Landlord, 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, actual, out-of-pocket expenses in connection therewith, net of any amounts recovered by

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Landlord in respect of the disposition of such property, 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, throughout the term of this lease, take good care of and maintain in good order and condition the Premises 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 except as otherwise expressly provided in this Section 13.01. Subject to the provisions of Article 19 relating to damage or destruction and Article 20 hereof relating to condemnation, Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises (expressly excluding any items of repair and maintenance (i) for which Landlord is responsible in accordance with the express provisions of this lease or (ii) subject to Section 9.04, arising from Landlord’s negligence or willful misconduct), and shall be responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Building and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of Tenant’s Alterations, (b) the installation, use or operation of the property which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 and Tenant’s Property, (c) the moving of the property which is deemed Landlord’s pursuant to Sections 12.01 and 12.02 and Tenant’s Property in or out of the Building, (d) except to the extent covered by insurance required to be carried by Landlord pursuant to Article 9 hereof, 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 or (e) design flaws in any of Tenant’s plans and specifications regardless of the fact that such Tenant’s plans may have been approved by Landlord. Tenant, at its expense, shall be responsible for all repairs, maintenance and replacement of wall and floor coverings and doors in and to the Premises and for all the repair, maintenance and replacement of all horizontal portions of the systems and facilities of the Building within, or exclusively serving, the Premises (except for the HVAC system [but not any supplemental air-conditioning system that exclusively serves the Premises]), core electrical closets and core Class-E devices, for which the repair, maintenance and replacement thereof shall be Landlord’s responsibility) to the point at which they connect to the vertical portions of the Building Systems. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not interfere (except to a de minimis extent) with the use of the Building by other occupants; provided, however, any repairs in and to the Building (outside of the Premises) and the facilities and systems of the Building for which Tenant

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is responsible shall be performed by Landlord at Tenant’s expense, which expense shall be commercially reasonable. The exterior walls of the Building, the portions of any window sills outside the windows, and the windows are not part of the Premises and Landlord reserves all rights to such parts of the Building, and Landlord shall keep such portions of the Building in good first-class condition and repair consistent with Comparable Buildings of comparable age (except to the extent, if any, that Tenant is responsible for any such repairs pursuant to any express provision of this lease). Notwithstanding the foregoing provisions of this Section 13.01, Tenant shall not be responsible for repairs to or replacements of any structural elements of the Building or to the vertical portions of Building systems or facilities serving the Premises (i.e., excluding horizontal extensions of or Alterations to such Building systems or facilities, such as electrical or HVAC distribution within the Premises except as otherwise provided herein), except to the extent the need for such repairs or replacements arises from the matters set forth in clauses (a), (b), (c), (d) or (e) of the second sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors; provided, however, that Tenant’s obligation to pay for any such repairs shall be subject to the provisions of Section 9.04 if and to the extent that the provisions of said Section 9.04 are applicable to the repair in question and the cost of such repair is covered by insurance required to be maintained by Landlord.

13.02. Tenant shall give Landlord reasonably prompt notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through the Premises of which it has actual knowledge. Following such notice (or following such earlier time as Landlord obtains actual knowledge of any such defective condition), Landlord shall remedy the conditions, but at the reasonable expense of Tenant if Tenant is responsible for same under the provisions of this Article 13. Tenant shall have the right, at its sole cost and expense, but subject to the provisions of Article 11 (if and to the extent applicable), to repair Tenant’s supplemental HVAC system.

13.03. Except as otherwise expressly provided in this lease (including, without limitation, Section 35.04), Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs, alterations, additions, improvements or changes which Landlord is required or permitted by this lease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises; provided, however, that Landlord shall use commercially reasonable efforts to make such repairs and changes at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, provided that Landlord not shall be required to perform any such work on an overtime or premium-pay basis (except in the case of an emergency) unless Tenant requests same and reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith or if

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Landlord is otherwise required to so pursuant to Section 13.04.

13.04. Landlord shall, at its sole cost and expense, but subject to the provisions of this lease (including, without limitation, Article 3), keep, maintain, repair and replace the public portions, common areas and structural elements of the Building and, except to the extent covered by insurance required to be carried by Tenant pursuant to Article 9, any damage to the Premises resulting from Landlord’s negligence or willful misconduct. Without limiting the foregoing, Landlord shall keep, maintain and repair the public portions, common areas and structural elements and the facade of the Building and the Building systems and facilities, to the extent that such systems and facilities affect the Premises, in good working order, and Landlord shall operate the Building (including, without, limitation the common areas and the Building systems and facilities), in a manner consistent with the operation of a first-class, multi-tenant office building in accordance with standards then prevailing in Comparable Buildings of comparable age and otherwise in adherence with the maintenance schedule attached hereto as Schedule 4 (such schedule is herein called the “Maintenance Schedule”). All repairs in or to the Premises or the Building for which Landlord is responsible pursuant to this lease shall be promptly performed in accordance with the proviso of Section 13.03. Landlord shall give Tenant not less than thirty (30) days’ prior notice (except in an emergency, in which case Landlord shall give such advance notice, if any, as is reasonable under the circumstances) of any work which Landlord proposes to perform in or about the Building which would result in the stoppage, interruption or reduction of services to the Premises (except for de minimis stoppages, interruptions or reductions during times other than Regular Building Service Hours) or otherwise reasonably be expected to have an adverse affect on Tenant’s use and enjoyment of the Premises. Notwithstanding any provision of Section 13.03 or this Section 13.04 to the contrary, Landlord shall be required to perform all maintenance, repairs, and replacements as referred to in this Section 13.04 during non-Regular Building Service Hours if the nature of any such maintenance, repair or replacement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours.

13.05. Notwithstanding anything to the contrary contained in this Article 13, in the case of any conflict or inconsistency between the terms and conditions contained in this Article 13 and Article 46, the provisions of Article 46 shall control.

ARTICLE 14

Electricity

14.01. Except as otherwise provided in this Article 14, on and after the Commencement Date, Landlord shall supply electricity to the Premises on a submetered basis in accordance with this Section 14.01 using submeters heretofore installed in the

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Premises by Tenant (herein called “Tenant’s Meters”) in accordance with the terms of the Original Lease, which Tenant’s Meters shall measure the electricity consumed by Tenant in the Premises then leased by Tenant hereunder, on a consumption basis only (i.e., KWHR only, and not KW). Notwithstanding the fact that some or all of Tenant’s Meters may be capable of measuring Tenant’s demand in kilowatts (herein called “KW”) for electricity, only readings of Tenant’s consumption of electricity in kilowatt hours (herein called “KWHR”) shall be used for computing the amounts payable by Tenant pursuant to this Article 14. The amounts to be charged to Tenant by Landlord per KWHR pursuant to this Article 14 for electricity consumed within the Premises (and by any equipment installed by Tenant outside of the Premises) shown on Tenant’s Meters shall be one hundred (100%) percent of the average amount (herein called “Landlord’s KWHR”) at which Landlord from time to time purchases each KWHR for the same period from the utility company, (x) including all surcharges, taxes, fuel adjustments and sales taxes and charges regularly passed on to customers by the public utility and other sums payable in respect thereof to the public utility for the supply of electric energy to Landlord for the entire Building (which would include the utility time of day rate or similar provisions affecting the utility service classification applicable to the Building) as more specifically set forth below and (y) excluding the amount of any rebates, refunds or other payments received by or credited to Landlord which are fairly allocable to the Building (e.g., if in lieu of a reduced rate schedule, Landlord receives a payment from an electricity distributor, supplier or vendor of any kind, or any agent or representative of any of the foregoing, for or in respect of purchasing electricity in bulk for more than one building or otherwise). Landlord and Tenant agree that the amounts charged to Tenant for electricity pursuant to this Article 14 shall be based solely on Tenant’s consumption of electricity (KWHR), with no additional amount being charged to Tenant based on Tenant’s demand (KW) for electricity. Notwithstanding the foregoing, if and to the extent that any of such meters shall not be operational for any reason, Tenant agrees to pay Landlord for electricity pursuant to this Section 14.01 until such time as said meter(s) become operational (a) the sum of $0.75 per rentable square foot per annum during any period and with respect to that portion of the Premises that is not being occupied by Tenant or any other permitted occupant for business purposes, including, without limitation, any period that Tenant is performing construction in the applicable space and (b) the sum of $2.00 per rentable square foot per annum at any time that Tenant shall occupy the Premises for business purposes; provided, however, that following the point in time after such meters have been made operational and a reasonable number of meter readings have been taken to make a determination of Tenant’s actual consumption of electricity in the Premises, such $2.00 shall be adjusted retroactively for such period prior to such meters becoming operational to equitably estimate Tenant’s actual consumption (KWHR) of electricity during such period. Tenant and its authorized representative may have access to Tenant’s Meters from time to time during the term of this lease (but not more frequently than once per month) on at least one (1) day’s request (which need not be in writing) for the purpose of verifying Landlord’s meter readings. To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees, contractors and/or authorized representatives for the duration of Tenant’s

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access to Tenant’s Meters, Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that it does not require more than a reasonable amount of time (failing which Landlord shall be entitled to assess a reasonable additional charge) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3. Landlord’s KWHR Rate shall be determined by dividing Landlord’s total bill from the utility company for each period (i.e., the aggregate amount charged for both KWs and KWHRs) by the total KWHRs consumed by the Building as shown by said bill (herein called the “Quotient”), and the charge to Tenant pursuant to this Article 14 for KWHR consumed within the Premises (and by any equipment installed by Tenant outside of the Premises) in the event of submetering shall be calculated by multiplying the KWHRs consumed by Tenant within such period by the Quotient. Upon Tenant’s request, Landlord shall provide Tenant with copies of Landlord’s bills from the utility company for purposes of allowing Tenant to confirm Landlord’s KWHR Rate and Landlord’s calculations of the charges payable by Tenant under this Article 14. In addition to the foregoing, Tenant shall reimburse Landlord for (a) Landlord’s reasonable actual out-of-pocket costs to read such meters and to calculate the amounts to be billed to Tenant hereunder, provided that the costs are commercially reasonable, and (b) the actual out-of-pocket cost of keeping the meter(s) and related equipment exclusively serving the Premises in good working order and repair (which may include calibration of the meters but not any replacement thereof the cost of which shall be borne by Landlord), provided that the costs of any contractors retained by Landlord to perform such repair, maintenance and calibration is reasonable and; provided, further, that in the case of a partial Office Floor leased by Tenant hereunder, if any, with respect to the meter (herein called a “Multi-Tenant Floor Meter”) thereon that measures the consumption of electricity for such Office Floor (each herein called a “Multi-Tenant Floor”), Tenant shall pay to Landlord only its proportionate share of such costs, on a per rentable square foot basis (i.e., if Tenant leases 50% of the rentable area on a given Office Floor, it will pay 50% of such costs that are relative to such Office Floor). If there is more than one (1) Tenant’s Meter serving the Premises, such Tenant’s Meters shall be read “in conjunction” as if there was only one such meter; it being the intent of Landlord and Tenant that Landlord is to make no profit or markup (but incur no loss) on the furnishing of electricity to the Premises. Tenant shall pay Landlord the foregoing amounts within thirty (30) days after Landlord bills Tenant therefor, which bills shall be rendered on a monthly basis. Landlord and Tenant acknowledge that the electricity consumed on a Multi-Tenant Floor will be charged to Tenant based Tenant’s proportionate share (i.e., a fraction, the numerator of which is the rentable area leased by Tenant on a Multi-Tenant Floor, and the denominator of which is the total rentable area of the Multi-Tenant Floor) of the KWHR measured by the Multi-Tenant Floor Meter; provided, that, if at any time Landlord or Tenant believes that a pro rata allocation of the electrical consumption on any given Multi-Tenant Floor does not fairly reflect Tenant’s consumption of electricity on such Multi-Tenant Floor, then, either Landlord or Tenant may cause an electric survey or surveys to be prepared with respect thereto and for purposes thereof the provisions of

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Section 14.02(b), Section 14.02(c) and 14.02(d) shall apply and Tenant’s electrical charges for such Multi-Tenant Floor(s) shall be determined in accordance with said Sections.

14.02. (a) If, at any time during the term of this lease, Landlord is prohibited by Legal Requirements or the requirements of the New York State Public Service Commission from supplying and charging for electricity on a submetered basis strictly in accordance with the provisions of Section 14.01, including by reason of the imposition of any tax, tariff or other cost on Landlord which under applicable Legal Requirements Landlord is not permitted to pass through in full on the basis contemplated by Section 14.01, then, at Tenant’s option (subject to the provisions of the last sentence of Section 14.05), Landlord shall supply electricity to the Premises (i) on a direct meter basis pursuant to Section 14.02(e) unless prohibited by Legal Requirements or the requirements of the New York State Public Service Commission from doing so, or (ii) on a rent inclusion basis pursuant to Section 14.02(b).

(b) (i) Except as expressly provided in Section 14.01, during any period in which electricity is to be supplied to the Premises on a rent inclusion basis, Landlord shall furnish electricity to the Premises (or such portion of Tenant’s electric consumption, as the case may be) on the basis that Tenant’s consumption (KWHR) of electricity shall be measured by electric survey made from time to time by Landlord’s consultant. Pending an initial survey made by Landlord’s consultant, effective as of the date when Landlord has commenced furnishing electricity to Tenant pursuant to this Section 14.02(b) (with suitable proration for any period of less than a full calendar month), the Fixed Rent (with respect to the portion of the Premises so affected) shall be increased by an amount (the “Initial Charge”) equal to the average of the prior twelve (12) months’ charges for submetered electric. After completion of the electrical survey made by Landlord’s consultant of Tenant’s consumption (KWHR) of electricity, said consultant shall apply one hundred (100%) percent of Landlord’s Rate to arrive at an amount (herein called the “Actual Charge”) and the Fixed Rent shall be appropriately adjusted (increased or decreased) retroactively to reflect any amount by which the Actual Charge exceeds the Initial Charge or the Initial Charge exceeds the Actual Charge, as the case may be. If the Actual Charge exceeds the Initial Charge, Tenant shall pay that portion of such amount which would have been paid to the date of the determination of the Actual Charge within thirty (30) days after being billed therefor; if the Initial Charge exceeds the Actual Charge, Tenant shall be entitled to a credit against installments of the Actual Charge thereafter coming due in an amount equal to the overpayments made by Tenant up to the date of the determination of the Actual Charge. Thereafter and from time to time during the term of this lease, Landlord may cause additional surveys of Tenant’s electrical usage to be made by Landlord’s consultant, the commercially reasonable cost of which (A) shall be shared by Tenant and Landlord equally in the case of the first survey done in each twelve (12) month period and (B) shall be borne solely by Landlord for each survey thereafter, and any increase or decrease in the Actual Charge resulting from such subsequent survey shall be effective as of the date such survey is

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conducted. Tenant from time to time (but not more frequently than twice during each twelve (12) month period occurring during the term of this lease) may require Landlord to have a survey made of Tenant’s electrical usage (which survey Landlord shall use reasonable efforts to have performed within thirty (30) days after its receipt of notice from Tenant requiring such survey to be performed), and the commercially reasonable fees of Landlord’s consultant making such survey(s) at Tenant’s request shall be paid by Tenant. If any survey requested by Tenant shall determine that there has been an increase or decrease in Tenant’s usage of electricity, then effective as of the date such survey is conducted, the then current Actual Charge to Tenant by reason of the furnishing of electricity to Tenant shall be increased or decreased in accordance with such survey determination.

(ii) If from time to time after the initial survey or a subsequent survey any additional electrically operated equipment is installed in the Premises by Tenant, or if Tenant shall increase its hours of operation, or if the charges by the utility company supplying electric current to Landlord are increased or decreased after the date thereof, then and in any of such events the monthly charge shall be increased or decreased accordingly on account of such additional electricity consumed by such newly installed electrically operated equipment and/or increase in Tenant’s hours of operation and/or on account of such increased or decreased Landlord’s KWHR Rate. The amount of such increase or decrease in the monthly charge shall be determined in the first instance by Landlord’s consultant. In addition, the monthly rate will be increased or decreased quarterly in accordance with calculations by Landlord’s consultant to reflect changes in the fuel adjustment component of the utility company charge. Tenant shall pay the amount of any increase in the monthly charge retroactively (subject to Tenant’s right to contest in the same manner as provided in Section 14.02(d)) from the date of the installation of all newly installed electrically operated equipment and/or from the date when the increased charges to Landlord from the utility company become effective and/or from the date of any increase in Tenant’s hours of operation, as the case may be, such amount to be paid promptly upon billing therefor by Landlord. In the event that Tenant either (A) decreases its hours of operation or (B) removes or changes existing equipment in the Premises, Tenant may request a survey of its electrical usage in accordance with the provisions of Section 14.02(b)(i).

(c) All survey determinations (including the first survey made by Landlord’s consultant) shall be subject to contest by Tenant as provided in Section 14.02(d). Surveys made of Tenant’s electrical consumption shall be based upon the use of electricity between the hours of 8:00 a.m. to 6:00 p.m., Mondays through Fridays, and such other days and hours when Tenant (or Tenant’s agents, employees and/or contractors) uses electricity for lighting and for the operation of the machinery, appliances and equipment used by Tenant in the Premises.

(d) If electricity shall be furnished to Tenant as contemplated in Section 14.02(b)(i), then Tenant, within sixty (60) days after notification from

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Landlord of the determination of Landlord’s utility consultant, shall have the right to contest such determination by submitting to Landlord a like survey determination prepared by a utility consultant of Tenant’s selection, which will highlight the differences between Landlord’s survey and Tenant’s survey. If Landlord’s consultant and Tenant’s consultant shall be unable to reach agreement within thirty (30) days, then such two consultants shall designate a third consultant to make the determination, and the determination of such third consultant shall be binding and conclusive on both Landlord and Tenant. If the determination of such third consultant shall substantially confirm the findings of Landlord’s consultant (i.e., within three percent (3%)), then Tenant shall pay the cost of such third consultant. If such third consultant shall substantially confirm the determination of Tenant’s consultant (i.e., within three percent (3%)), then Landlord shall pay the cost of such third consultant. If such third consultant shall make a determination substantially different from that of both Landlord’s and Tenant’s consultants (or is within three (3%) percent of both such determinations), then the cost of such third consultant shall be borne equally by Landlord and Tenant. In all events described in this Section 14.02(d), Tenant shall be responsible for the costs of its consultant and shall reimburse Landlord for fifty (50%) percent of the commercially reasonable costs of the first survey made by Landlord’s consultant during the term of this lease (in accordance with the provisions of Section 14.02(b)(i)) within thirty (30) days after presentation by Landlord of an invoice evidencing such costs. If Landlord’s consultant and Tenant’s consultant shall be unable to agree upon the designation of a third consultant within thirty (30) days after Tenant’s consultant shall have made its determination (different from that of Landlord’s consultant), then either party shall have the right to request The Real Estate Board of New York, Inc. (or, upon their failure or refusal to act, the AAA) to designate a third consultant whose decision shall be conclusive and binding upon the parties, and the costs of such third consultant shall be borne as hereinbefore provided in the case of a third consultant designated by the Landlord’s and Tenant’s consultants. Pending the resolution of any contest pursuant to the terms hereof, Tenant shall pay the Additional Charge on account of electricity determined by Landlord’s consultant, and upon the resolution of such contest, appropriate adjustment (and credit in favor of Tenant, if applicable) in accordance with such resolution of such Additional Charge payable by Tenant on account of electricity shall be made retroactive to the date of the determination of Landlord’s consultant.

(e) During any period in which electricity is to be supplied to the Premises on a direct supply basis, Tenant shall, subject to the provisions of Section 14.03, obtain and pay for electricity directly from the public utility company furnishing electricity to the Building. Notwithstanding anything contained in this Article 14 to the contrary, if use of the Building’s risers, conduits, feeders and switchboards would be required for the Premises to receive electricity directly from the public utility company, then Tenant shall have the right to such use at no charge; provided, however, that all meters and all additional panel boards, feeders, risers, wiring and other conductors or equipment, if any, that may be required to obtain such electricity shall be installed by Landlord at Tenant’s reasonable and actual out-of-pocket expense except in the event

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Landlord discontinued service on a voluntary basis, in which case, same shall be at Landlord’s sole cost and expense and not otherwise includible in Operating Expenses.

14.03. Notwithstanding anything to the contrary contained in this lease, Tenant shall have the right to apply to an electrical utility company selected by Tenant (which selection shall be subject to Landlord’s consent, not to be unreasonably withheld or delayed, if such utility company is not already servicing one or more tenants of the Building) for direct metered electric service. Landlord shall cooperate with Tenant in connection with Tenant’s obtaining direct electric service, and 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 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. From and after the date on which such direct electricity is provided to Tenant, Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Article 14, except Landlord shall permit its wires, conduits and electrical equipment to be used for such purpose to the extent that the electricity supplied to Tenant on a direct basis does not exceed the Basic Capacity or such greater amount of electricity being supplied to the Premises as of the date of this lease or any date on which additional space is added to the Premises, exclusive of the electricity consumed by base building services (including, without limitation, base building HVAC) provided to the Premises. Any additional riser or risers or feeders or service to supply Tenant’s electrical requirements will be installed by Landlord, at the sole cost and expense of Tenant (which shall constitute Landlord’s actual, reasonable out-of-pocket costs incurred in connection therewith), if in Landlord’s reasonable judgment the same are necessary and shaft space to accommodate same is available in the Building for use by Tenant, taking into account other present and reasonably anticipated future requirements therefor, and the installation of same will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or unreasonably interfere with or disturb other tenants or occupants. In addition to the installation of such riser or risers, Landlord will also, at the sole cost and expense of Tenant (which shall constitute Landlord’s actual, reasonable out-of-pocket costs incurred in connection therewith), install all other equipment proper and necessary in connection therewith, subject to the aforesaid terms and conditions, and subject to Landlord’s prior approval of Tenant’s plans therefor which shall not be unreasonably withheld or delayed.

14.04. Landlord shall provide to the electrical closets on each floor of the Premises the electrical capacity indicated on Exhibit G attached hereto (herein called the “Basic Capacity”). Tenant covenants and agrees that at all times its installations and use of electricity shall not exceed the Basic Capacity, and upon notice from Landlord that Tenant is exceeding the Basic Capacity, Tenant shall disconnect such of its installations

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as are necessary so that Tenant will no longer be exceeding the Basic Capacity (as such Basic Capacity may be redistributed pursuant to the penultimate sentence of this Section 14.04). If Tenant requests additional power in addition to the Basic Capacity, then if and to the extent allocated power is available in the Building for use by Tenant, taking into account other present and reasonably anticipated future requirements therefor, Landlord shall, at Tenant’s cost and expense (provided that such costs and expenses are reasonable, actual and out-of-pocket), provide and install in conformity with law any additional riser or risers and/or any and all switch or switches to connect additional power to the Premises, and Tenant agrees to pay Landlord’s actual, reasonable out-of-pocket cost of installing such additional risers, switches and related equipment. If such additional power is not available, then upon Tenant’s request, Landlord, at Tenant’s sole cost and expense (provided that such costs and expenses are reasonable, actual and out-of-pocket), shall take such steps as may be reasonably available to obtain additional power from the utility company. 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 (herein called the “Code”) or for any other reason that Tenant elects, Tenant shall have the right to redistribute such excess capacity to other floors of the Premises. Notwithstanding anything to the contrary contained in this lease, there shall be no reduction in amount of electricity supplied to Premises as of the date of this lease or any date additional space is added to the Premises.

14.05. If Landlord shall at any time during the term of this lease elect to solicit bids from alternate energy providers for the supply of electric energy to the Building, Landlord shall notify Tenant of such election and Landlord shall also solicit bids from any reliable provider(s) suggested by Tenant; provided, however, that Landlord shall have no obligation to award the contract to Tenant’s suggested provider. If Landlord shall grant any other office tenant of the Building the right to obtain electricity on a direct supply basis from the public utility supplying electricity to the Building or from an alternate energy provider of that tenant’s choosing, Landlord shall thereafter permit Tenant to obtain electricity on a direct supply basis from any provider reasonably selected by Tenant and approved by Landlord in its reasonable discretion.

14.06. 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 as a result of the furnishing electricity to Tenant or otherwise related to Tenant’s occupancy 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.

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ARTICLE 15

Services

15.01. Landlord shall at all times during the term of this lease operate the Building in a manner that is consistent with the standards befitting Comparable Buildings and in adherence with the Maintenance Schedule, which shall include, without limitation, the provision of the services and utilities hereinafter set forth in this Article 15, without additional charge to Tenant, except as may be expressly set forth below (provided, however, that the foregoing shall not be deemed to prohibit Landlord from including the costs of any such services or utilities in Operating Expenses subject to and in accordance with the provisions of Article 3). Landlord and Tenant hereby acknowledge that, as of the date of this lease, the Building is operated in a manner that is consistent with the standards befitting Comparable Buildings; provided, however, that the foregoing shall not be deemed to relieve Landlord from its obligation to operate the Building in a manner consistent with Comparable Buildings, as such standards may change from time to time during the term of this lease.

(a) Landlord will provide from and after the Commencement Date with respect to each floor of the Premises the following services to the Premises in the manner hereinafter more particularly set forth: (i) heat, ventilation and air conditioning; (ii) elevator service; (iii) domestic hot and cold water; and (iv) cleaning.

(b) As used herein, the terms “Regular Building Service Hours” shall mean the hours between 8:00 a.m. and 6:00 p.m. on Mondays through Fridays, and “Regular Building Service Days” shall mean all days except Saturdays, Sundays and any other days which shall be designated as a holiday by the applicable Building Service Union Employee Service contract or by the applicable Operating Engineers contract.

15.02. (a) Intentionally Omitted.

(b) If requested by Tenant, Landlord shall make steam available for Tenant’s use within the Premises for any additional heating or permitted kitchen use and the cost of such steam as well as the cost of piping and other equipment or facilities required to supply steam to and distribute steam within the Premises shall be paid by Tenant. Landlord may install and maintain at Tenant’s expense, meters to measure Tenant’s consumption of steam and Tenant shall reimburse Landlord, within thirty (30) days after demand, for the quantities of steam shown on such meters at Landlord’s reasonable charges, together with corresponding condensate and/or sewer charges, which charges to Tenant under this Section 15.02(b) are in no instance intended to include any profit or premium payable to Landlord for providing such service.

(c) (i) Landlord shall provide, and Tenant shall have the use of, sufficient passenger elevator service to each floor of the Premises at all times in

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accordance with the standards set forth in Exhibit H annexed hereto; it being understood and agreed that the standards set forth in Exhibit H presume that the upgrades to the Building’s elevators as contemplated in the penultimate sentence of Section 11.01 to the Original Lease were made to a level that will allow Landlord to provide service meeting such specifications, and to the extent such upgrades were not made, Tenant shall provide Landlord with specifications that reflect the system in place as of the date hereof, which specifications shall be substituted for Exhibit H annexed hereto, subject, however, to Landlord’s right to dispute whether such specifications accurately reflect the performance capabilities of the elevators by submitting the matter to binding arbitration pursuant to the provisions of Article 37. Annexed hereto as Exhibit H is a description of the Building passenger elevator system that services the Premises as of the date of this lease. Landlord will notify Tenant before modifying the Building passenger elevator system that services the Premises, but Landlord may implement any modifications to such system in its sole judgment provided that the modifications shall not reduce the level of elevator service furnished to the Premises as contemplated in Exhibit H and provided further that such modifications shall be befitting a Comparable Building (i.e., the Building passenger elevator system that services the Premises shall at all times be operated in accordance with acceptable industry standards befitting a Comparable Building).

(ii) At any time or times all or any of the elevators in the Building may, at the option of Landlord, be manual and/or automatic elevators, and Landlord shall be under no obligation to furnish an elevator operator for any automatic elevator. If Landlord shall at any time or times furnish any elevator operator for any automatic elevator, Landlord may discontinue furnishing such elevator operator without any diminution, reduction or abatement of rent.

(iii) Landlord shall provide freight elevator and loading dock service to the Premises at no charge to Tenant on a first come-first served basis (i.e., no advance scheduling or prior notification shall be required nor shall there be any limitation on the number of trips) during Regular Building Service Hours of Regular Building Service Days. Freight elevator and loading dock service shall also be provided to the Premises on a reserved basis at all other times, at a cost equal to Landlord’s Actual Freight and Loading Dock Costs which shall be Additional Charges hereunder. The term “Landlord’s Actual Freight and Loading Dock Costs” shall mean the sum of (x) the cost to Landlord of any wages and benefits (if applicable) paid to the dedicated loading dock guards that are required in connection with the use of such freight elevator, if any, and (y) the cost to Landlord of any wages and benefits (if applicable) paid to an elevator operator that is required to operate the freight elevator. As of the date hereof, Landlord’s Actual Freight and Loading Dock Costs are $             per hour⁴, consisting of wages and benefits paid by Landlord for one dedicated loading dock guard at the rate of $             per hour each, and wages and benefits paid by Landlord for the elevator operator at the rate

⁴ Rates to reflect the then actual labor costs.

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of $             per hour. Notwithstanding anything to the contrary contained herein, Tenant may request, in accordance with the applicable provisions of this Article 15, freight elevator service and security in half-hour increments during Regular Building Service Hours and at all other times for such minimum increment of time as Landlord is required to compensate its employees under applicable union contracts and/or other labor agreements. If and to the extent a Legal Requirement is promulgated after the date of this lease which restricts the hours or permissible location of freight delivery in the City of New York, generally, and/or the Long Island City area, in particular, then, in such event, Landlord shall reasonably modify the hours of operation of the Building freight elevator service as a result of any such Legal Requirement to reflect the then normal business practice in the real estate industry in the City of New York with respect to Comparable Buildings.

(iv) Notwithstanding anything to the contrary contained in this lease, Tenant shall have the use, after reasonable prior notice to Landlord, of the freight elevators, loading docks, required security, lifts, necessary Building access corridors and other necessary Building service areas as reasonably required by Tenant, at the costs set forth in Section 15.02(c)(iii), for the delivery of construction materials during the course of the of Tenant’s Alterations and after the completion of such Alterations for the movement of Tenant’s furniture, fixtures and Equipment (herein called “FF&E”). Such elevators shall be available for Tenant’s use on a priority (but not exclusive) basis taking into account the reasonable needs of Landlord and other tenants and occupants of the Building on a day-to-day basis. Tenant or Tenant’s contractor shall coordinate Tenant’s use of such elevators with Landlord and any other tenant or occupant or other tenant’s or occupant’s contractors then using, or intending to use, such elevators. At Tenant’s election, Tenant shall have the right, at its sole cost and expense, to provide a security guard for such elevators and loading docks in connection with Tenant’s use thereof, provided that the use of such security guard shall not violate Landlord’s union contracts affecting the Building, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately discontinue the use of such security guard if Landlord notifies Tenant in writing that continuing such work or activity would violate Landlord’s union contracts affecting the Building, 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 Landlord or any tenant or occupant of the Building.

(v) Except as set forth to the contrary above, the use of all elevators shall be on a non-exclusive basis and shall be subject to the Building Rules and Regulations.

(d) Landlord shall provide hot and cold water for ordinary lavatory, drinking, cleaning and pantry purposes at no additional charge to Tenant. Notwithstanding the foregoing, Landlord shall supply water to any Dining Facility

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(including any cafeteria) and fitness center, if any, in the Premises or for any other ancillary use (not currently in place), and if such Dining Facility, fitness center or new ancillary use will result, in Landlord’s reasonable judgment, in the consumption of water in amounts greater (other than to a de minimis extent) than general office use would (any such space herein called the “Water Metered Space”), then Landlord may charge Tenant for such water (and corresponding sewer charges) on a metered basis using meters heretofore installed in the Premises or installed by Landlord at Tenant’s sole cost and expense (herein called the “Water Meters”), which Water Meters shall measure the water consumed by Tenant in such Water Metered Space. The amounts to be charged to Tenant by Landlord for water consumed within the Water Metered Space as shown on the Water Meters shall be one hundred (100%) percent of the average amount (herein called the “Landlord’s Water Rate”) at which Landlord from time to time purchases each gallon of water for the same period from the utility company, including all surcharges, sewer charges, taxes and sales taxes and other charges regularly passed on to customers by the public utility and other sums payable in respect thereof to the public utility for the supply of water to Landlord for the entire Building as more specifically set forth below. Tenant and its authorized representative may have access to the Water Meters from time to time during the term of this lease (but not more frequently than once per month) on at least one (1) day’s request (which need not be in writing) for the purpose of verifying Landlord’s meter readings. To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees, contractors and/or authorized representatives for the duration of Tenant’s access to the Water Meters during Regular Building Service Hours, Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that it does not require more than a reasonable amount of time (failing which Landlord shall be entitled to assess a reasonable additional charge) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3). The amount paid by Landlord per gallon of water shall be determined by dividing Landlord’s total bill from the utility company for each period by the total number of gallons consumed by the Building as shown by said bill (herein called the “Water Quotient”), and the charge to Tenant pursuant to this Section 15.02(d) for water consumed within such Water Metered Space shall be calculated by multiplying the water consumed by Tenant within such period by the Water Quotient. Upon Tenant’s request, Landlord shall provide Tenant with copies of Landlord’s bills from the utility company for purposes of allowing Tenant to confirm Landlord’s Water Rate and Landlord’s calculations of the charges payable by Tenant under this Section 15.02(d). In addition to the foregoing, Tenant shall reimburse Landlord for (i) Landlord’s reasonable actual out-of-pocket costs to read the Water Meters and to calculate the amounts to be billed to Tenant hereunder, provided that the costs are commercially reasonable, and (ii) the actual out-of-pocket cost of keeping the Water Meters and related equipment serving Tenant’s Water Metered Space in good working order and repair (which may include calibration of the Water Meters but shall exclude the cost of replacing Water Meters, the cost of which shall be borne by Landlord), provided that the costs of any contractors retained by Landlord to

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perform such repair, maintenance and calibration are commercially reasonable and provided further that to the extent that any such Water Meters and related equipment serving the Water Metered Space shall also serve portions of the Building other than the Premises, the costs of such repair, maintenance and calibration shall be appropriately prorated. Tenant shall pay Landlord the foregoing amounts within thirty (30) days after Landlord bills Tenant therefor as Additional Charges, which bills shall be rendered on a monthly basis.

(e) (i) Landlord shall, at no charge to Tenant, remove Tenant’s ordinary office refuse and rubbish, clean the interior and exterior windows of the Premises not less frequently than two (2) times per year, and provide office cleaning services in accordance with the cleaning specifications annexed hereto as Exhibit I (herein called the “Cleaning Specifications”) on Mondays through Fridays (exclusive of days recognized as holidays under the applicable union contracts with respect to cleaning services). The cleaning services described on the Cleaning Specifications, exclusive of exterior window cleaning are sometimes hereinafter described as “Standard Tenant Cleaning”. Tenant shall pay to Landlord within thirty (30) days after demand the actual out-of-pocket costs incurred by Landlord (without profit or markup) for cleaning work or rubbish removal in the Premises above the level described in the Cleaning Specifications. Notwithstanding anything contained in Exhibit I or in this Section 15.02(e) to the contrary, any cleaning work in the Premises required because of (A) the removal from the Premises of any refuse and rubbish of Tenant in excess of that ordinarily accumulated in business office occupancy, including refuse accumulated in dining facilities, if any, or (B) cleaning of any portions of the Premises used for dining facilities, day care facilities, fitness centers, medical or health facilities or other special purposes that are not currently in place as of the date hereof, if any, if and to the extent that such cleaning includes greater or more difficult cleaning work (including removal of refuse and rubbish) than office areas shall, at Tenant’s option, (1) be performed by Landlord, provided that Landlord’s cleaning contractor is willing to provide the same, and provided further that Tenant shall pay to Landlord, as Additional Charges under this lease, the costs incurred by Landlord for such cleaning or (2) constitute Extra Cleaning under Section 15.02(e)(iii). Landlord shall not be required to provide janitorial services for portions of the Premises used exclusively for a confidential document room as designated by Tenant from time to time. Landlord shall instruct its cleaning contractor to require the employees of such cleaning contractor to keep the entry doors to the Premises locked when they are performing cleaning services and to turn off the lights in the Premises when they have completed performing cleaning services, in each case provided that Tenant is not then conducting business from the Premises after Regular Building Service Hours. Landlord shall endeavor to provide Standard Tenant Cleaning through a company that shall perform same at the most favorable price reasonably obtainable (taking into account the structure of the company and all other relevant facts and circumstances) without having an adverse effect on service or labor harmony provided that Landlord’s judgment as to the most appropriate cleaning contractor shall control subject to the provisions of this Section 15.02(e).

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(ii) (A) Notwithstanding anything to the contrary contained in this Section 15.02(e), if, at any time, Tenant believes that the cleaning services being rendered by Landlord or Landlord’s cleaning contractor (herein called the “Contractor”) do not meet the specifications set forth on Exhibit I annexed hereto on a reasonably material and consistent basis, Tenant shall give notice to Landlord (herein called the “Cleaning Notice”), which notice shall specify in detail the deficiencies claimed by Tenant (herein called the “Cleaning Deficiencies”). Within ten (10) Business Days following its receipt of the Cleaning Notice, Landlord shall schedule a meeting (herein called the “Cleaning Improvement Meeting”) among Landlord, Tenant and the Contractor to discuss and to develop a program to cure the Cleaning Deficiencies. Within forty-five (45) days following the Cleaning Improvement Meeting, Landlord, Tenant and the Contractor shall again meet (herein called the “Follow-Up Meeting”) to determine whether the Cleaning Deficiencies have been cured. Any disputes between Landlord and Tenant as to (1) the existence of Cleaning Deficiencies or (2) whether such Cleaning Deficiencies have been cured, shall be resolved by binding arbitration pursuant to the provisions of Article 37, but in accordance with the then-current rules for expedited arbitration of the American Arbitration Association.

(B) In the event that either: (1) the Contractor fails to cure the Cleaning Deficiencies prior to the Follow-Up Meeting or (2) the same Contractor is found to have committed Cleaning Deficiencies for a third time in any eighteen (18) month period after having been given an opportunity to cure Cleaning Deficiencies on two (2) prior occasions during such eighteen (18) month period, then Landlord shall commence action to replace such contractor in accordance with the following provisions of this Section 15.02(e)(ii). Landlord and Tenant shall meet to discuss Tenant’s recommendations as to any cleaning contractors then performing cleaning services in Comparable Buildings that should be included on Landlord’s bid list; provided, however, that such recommendations shall not be binding on Landlord. Landlord shall reasonably promptly thereafter put the cleaning contract for the Building out to bid to cleaning contractors chosen by Landlord and shall thereafter replace the Contractor with the cleaning contractor that submits the bid accepted by Landlord.

(C) If, notwithstanding the foregoing, Landlord nonetheless wishes to retain the Contractor, Landlord shall give notice thereof to Tenant and Tenant shall have the right to select its own cleaning contractor to perform the cleaning in the Premises set forth on Exhibit I annexed hereto, in which event the cost of providing cleaning to tenant premises (including the Premises and the portions of the Building occupied by Landlord or its Affiliates) shall be excluded from Operating Expenses from and after the date on which Tenant retains its own cleaning contractor.

(iii) Tenant shall have the right to arrange directly with Landlord’s cleaning contractor to pay for any or all of the costs of extra cleaning and rubbish removal referred to in this Section 15.02. In addition, subject to the terms and conditions of this Section 15.02(e)(iii), Tenant shall have the right to furnish to the

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Premises any cleaning services other than those provided by Landlord under Section 15.02(e)(i) hereof (without separate or additional charge to Tenant) (herein called “Extra Cleaning”).

(iv) If Tenant elects to provide Extra Cleaning to the Premises, all cleaning contractors hired by Tenant (herein called “Tenant’s Cleaning Contractors”) shall be subject to Landlord’s approval, which approval Landlord shall not unreasonably withhold or delay. As of the date of this lease, Landlord approves the contractor that was providing cleaning services to the Premises immediately prior to the date hereof (i.e., under the Original Lease) as Tenant’s Cleaning Contractor. In soliciting bids from contractors for the performance of the Extra Cleaning, Tenant shall also solicit bids from Landlord’s cleaning contractor; provided, however, that Tenant shall have no obligation to award the contract to Landlord’s contractor, regardless of whether Landlord’s contractor submits a bid that is higher or lower than the other bid(s) submitted to Tenant. Landlord and Tenant shall cooperate with each other to ensure that the cleaning performed by their respective contractors shall be done in such a manner that will prevent (A) any work stoppage, picketing, labor disruption or dispute or disharmony or (B) an unnecessary increase in Landlord’s Cleaning Cost. The personnel of Tenant’s Cleaning Contractors shall be permitted subject to the Building Rules and Regulations, without charge, to use the passenger elevators, to use but not operate the freight elevators and to use the janitorial closets on the floors on which the Premises are located as reasonably required for purposes of providing cleaning and rubbish removal services to the Premises.

Notwithstanding anything to the contrary contained in this lease, with respect to up to four (4) floors of the Premises designated from time to time by Tenant as its executive floors (herein called the “Executive Floors”), Landlord (1) shall not, without Tenant’s prior consent, terminate or transfer to a floor of the Building other than an Executive Floor any employee providing cleaning services to the Executive Floors (other than due to the willful misconduct or other bad acts of such employee) and (2) shall, at the direction of Tenant, transfer to another floor of the Building other than an Executive Floor any employee providing cleaning services to the Executive Floors. If and to the extent that Landlord’s compliance with the provisions of this paragraph shall impose additional costs on Landlord which are not recoverable from other tenants of the Building through Operating Expense escalations, Tenant, upon presentation of reasonable backup documentation, shall promptly reimburse Landlord for such additional costs. As of the date of this lease, the Executive Floors shall mean floors two (2), three (3), four (4) and ten (10) of the Building.

15.03. (a) Landlord shall furnish heat, ventilation and air conditioning (herein called “HVAC”) to the floors on which the Premises are located in accordance with the specifications set forth in Exhibit J (i) during Regular Building Service Hours on Regular Building Service Days without charge, (ii) during the hours between 8:00 a.m. and 1:00 p.m. on Saturdays without charge, and (iii) at other times (hereinafter

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called “Overtime HVAC”) upon Tenant’s request, subject to the terms and at the rates and charges set forth in this Section 15.03 and Exhibit K, which rates and charges shall be pro-rated and offset if any other tenant or tenants of the Building located on the same Multi-Tenant Floor request overtime HVAC for any period for which Tenant requests the same. The rates and charges set forth on Exhibit K are intended to reflect Landlord’s actual costs to provide Overtime HVAC, as determined by Tenant as of the commencement date of the Original Lease. If at any time either Landlord or Tenant believes that Exhibit K does not properly reflect Landlord’s actual cost to provide Overtime HVAC, then Landlord or Tenant, as the case may be, shall notify the other, and the parties shall in good faith attempt to agree on a revised Exhibit K to be annexed to this lease. If Landlord and Tenant are unable to agree on a revised Exhibit K, then either Landlord and Tenant may submit the matter to expedited arbitration in accordance with the provisions of Article 37. Tenant acknowledges and agrees that Landlord shall have no liability or responsibility for any deviation in temperature, humidity or related conditions if such deviation arises from (A) Tenant’s effectuation of the distribution throughout the Premises of HVAC service from the point(s) on each floor of the Premises at which the Building’s HVAC systems meet the HVAC distribution systems of the Premises, (B) Tenant’s interior partitioning or existing Tenant Alterations, or (C) any material deviation from the assumptions set forth in Exhibit J. Tenant hereby acknowledges that it is satisfied with the capacities of the existing HVAC system as of the date of this lease; provided, however, that the foregoing shall not be deemed to waive Landlord’s obligation to provide HVAC service in accordance with the provisions of this Section 15.03.

(b) (i) Landlord hereby acknowledges that, as of the date of this lease, the Premises are served by supplemental air-conditioning systems that include units using both chilled water and condenser water. Tenant shall have the right during the term of this lease to install and maintain additional supplemental air-conditioning units in the Premises (which installation shall be performed in accordance with all applicable Legal Requirements and any applicable provisions of Article 11). At Tenant’s request, Landlord will make available chilled water and/or condenser water (as required) for the operation of such supplemental air-conditioning units in accordance with the following provisions of this Section 15.03(b). Notwithstanding anything to the contrary contained in this lease, Tenant shall not be required to pay any connection or tap-in fee in connection with its access to such chilled water and/or condenser water.

(ii) Landlord will provide (at Tenant’s sole cost and expense as provided in the last sentence of this Section), at a valve heretofore installed or installed by Landlord, at Tenant’s sole cost and expense, at the chilled water riser on each floor of the Premises, on a twenty four (24) hour per day, three hundred sixty five (365)

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day per year basis, chilled water in an aggregate amount of up to ***[            ]***⁵ tons (“Tenant’s Chilled Water Allocation”); provided, that, Tenant’s Chilled Water Allocation shall be reduced in the same proportion as the rentable square foot area of any given Surrender Space bears to 1,401,609 (e.g., if the Surrender Space is comprised of 280,326 rentable square feet, then Tenant’s Chilled Water Allocation shall be reduced by 20%); provided, further, that in no event shall Tenant’s Chilled Water Allocation be less than the Connected Chilled Water Tonnage. If Tenant requests chilled water capacity in addition to Tenant’s Chilled Water Allocation, Landlord shall provide such excess chilled water capacity to Tenant, at no additional charge (except as provided in clause (D) below), provided that (A) this lease is in full force and effect, (B) such additional chilled water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional chilled water capacity without resulting in material alterations (unless Tenant agrees to pay for the same in which event such material alteration shall not be denied) in or damage to Building systems, (C) such additional chilled water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional chilled water capacity without interfering with the current and anticipated future needs of other tenants or occupants of the Building, and (D) Tenant shall reimburse Landlord for the actual out-of-pocket cost of any additional equipment required for the supply of such additional chilled water capacity (provided that the costs of any contractors retained by Landlord to perform such installation are commercially reasonable). Tenant shall have the right, from time to time and at Tenant’s sole cost and expense, to reallocate Tenant’s Chilled Water Allocation among the floors of the Premises, and, in connection therewith, to increase the size of the supply and return valves. Landlord shall provide chilled water in accordance with the specifications set forth in Exhibit L-1 annexed hereto. In respect of its consumption of chilled water during the term of this lease, Tenant shall pay to Landlord an annual charge (“Tenant’s Chilled Water Payment”) equal to the product of (1) the aggregate number of tons of chilled water required by Tenant’s equipment that is connected to such chilled water (the “Connected Chilled Water Tonnage”) during such Operating Year taking into account any and all changes of such connected amounts during such Operating Year, multiplied by (2) the rates set forth on Exhibit L-2 attached hereto. Commencing with January 1 of the Operating Year 2006 and on January 1 of each Operating Year thereafter, the Tenant’s Chilled Water Payment shall be increased or decreased in accordance with Exhibit L-2 annexed hereto. The rates and charges set forth on Exhibit L-2 are intended to reflect Landlord’s actual cost to provide chilled water, as determined by Tenant as of the commencement date of the Original Lease. If at any time either Landlord or Tenant believes that Exhibit L-2 does not properly reflect Landlord’s actual cost to provide chilled water, then Landlord or Tenant, as the case may be, shall notify the other, and the

⁵ The initial amount of Tenant’s Chilled Water Allocation is to be calculated by taking the aggregate number of tons of chilled water required by Tenant’s equipment that is connected to such chilled water as of the Restated Commencement Date plus Tenant’s Share of 689 tons.

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parties shall in good faith attempt to agree on a revised Exhibit L-2 to be annexed to this lease. Any dispute as to the determination of Tenant’s Chilled Water Payment, including any dispute referred to in the preceding sentence, may be submitted by either party to arbitration in accordance with Article 37.

(iii) Landlord shall provide to Tenant throughout the term of this lease, as and when requested by Tenant, on a twenty four (24) hour per day, three hundred sixty five (365) day per year basis for Tenant’s supplemental air-conditioning units located in the Premises as of the date of this lease, and any other supplemental air-conditioning units hereafter installed by Tenant and requiring condenser water, condenser water from the Building’s condenser water tower in an aggregate amount of up to ***[            ]***⁶ tons (“Tenant’s Condenser Water Allocation”); provided, that, Tenant’s Condenser Water Allocation shall be reduced in the same proportion as the rentable square foot area of any given Surrender Space bears to 1,401,609 (e.g., if the Surrender Space is comprised of 280,326 rentable square feet, then Tenant’s Condenser Water Allocation shall be reduced by 20%); provided, further, that in no event shall Tenant’s Condenser Water Allocation be less than the Connected Condenser Water Tonnage. If Tenant requests condenser water capacity in addition to Tenant’s Condenser Water Allocation, Landlord shall provide such excess condenser water capacity to Tenant, at no additional charge (except as provided in clause (D) below), provided that (A) this lease is in full force and effect, (B) such additional condenser water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional condenser water capacity without resulting in material alterations (unless Tenant agrees to pay for the same in which event such material alteration shall not be denied) in or damage to Building systems, (C) such additional condenser water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional condenser water capacity without interfering with the current and anticipated future needs of other tenants or occupants of the Building and (D) Tenant shall reimburse Landlord for the actual out-of-pocket cost of any additional equipment required for the supply of such additional condenser water capacity (provided that the costs of any contractors retained by Landlord to perform such installation are commercially reasonable). Tenant shall have the right, from time to time and at Tenant’s sole cost and expense, to reallocate Tenant’s Condenser Water Allocation among the floors of the Premises, and, in connection therewith, to increase the size of the supply and return valves. Landlord shall provide condenser water in accordance with the specifications set forth in Exhibit L-1 annexed hereto. In respect of the supply of condenser water to the Premises during any Operating Year, Tenant shall pay to Landlord an annual charge (“Tenant’s Condenser Water Payment”) equal to the product of (1) the aggregate number of tons of condenser water required by Tenant’s equipment that is connected to such condenser water (the “Connected Condenser Water Tonnage”)

⁶ Tenant’s Condenser Water Allocation is to reflect Tenant’s Share of 2,051 tons (which is the total estimated capacity).

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during such Operating Year taking into account any and all changes of such connected amounts during such Operating Year, multiplied by (2) for such reserved condenser water tonnage at the rates set forth on Exhibit M attached hereto. Commencing with January 1 of the Operating Year 2006 and on January 1 of each Operating Year thereafter, the Supplemental Condenser Water Charge shall be increased or decreased in accordance with Exhibit M annexed hereto. The rates and charges set forth on Exhibit M are intended to reflect Landlord’s actual cost to provide condenser water, as determined by Tenant as of the commencement date of the Original Lease. If at any time either Landlord or Tenant believes that Exhibit M does not properly reflect Landlord’s actual cost to provide condenser water, then Landlord or Tenant, as the case may be, shall notify the other, and the parties shall in good faith attempt to agree on a revised Exhibit M to be annexed to this lease. Any dispute as to the determination of Tenant’s Condenser Water Payment, including any dispute referred to in the preceding sentence, may be submitted by either party to arbitration in accordance with Article 37.

15.04. Except as otherwise expressly provided in this lease, Landlord shall not be required to provide any services to the Premises

15.05. Subject to the provisions of Section 35.04(b) and Articles 19 and 20, Landlord reserves the right, without liability to Tenant and without it being deemed a constructive eviction, to stop or interrupt any heating, elevator, escalator, lighting, ventilating, air-conditioning, steam, power, electricity, water, cleaning or other service and to stop or interrupt the use of any Building facilities and systems at such times as may be necessary and for as long as may reasonably be required by reason of accidents, strikes, or the making of repairs, alterations or improvements, or inability to secure a proper supply of fuel, gas, steam, water, electricity, labor or supplies, or by reason of any other similar or dissimilar cause beyond the reasonable control of Landlord. Subject to the provisions of Section 35.04(b) and Articles 19 and 20, no such stoppage or interruption shall result in any liability from Landlord to Tenant or entitle Tenant to any diminution or abatement of rent or other compensation nor shall this lease or any of the obligations of Tenant be affected or reduced by reason of any such stoppage or interruption. Except in emergency circumstances, Landlord shall give Tenant at least thirty (30) days’ prior written notice of its intention to make any repairs, alterations or improvements referred to in this Section 15.05 or any other stoppages of services of which Landlord has prior notice and shall use reasonable efforts in making such repairs, alterations or improvements and in dealing with such other stoppages of service so as to minimize interference with Tenant’s business operations, provided that Landlord shall not be required to perform any such work on an overtime or premium-pay basis. Notwithstanding any provision of this Section 15.05 to the contrary, Landlord shall be required to perform all repairs, alterations, or improvements as referred to in this Section 15.05 during non-Regular Building Service Hours (except in emergency circumstances) if the nature of such repair, alteration, or improvement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser).

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15.06. Notwithstanding anything to the contrary contained in this lease, Tenant shall have the right, subject to the terms and conditions of this Section 15.06 and the provisions of Section 11.05, to furnish certain additional services to any portion of the Premises, including, without limitation, plant maintenance and shall have the right to hire maintenance staff (including, without limitation, full-time handymen and/or locksmiths) to support Tenant’s carpentry and general maintenance needs with respect to the Premises (herein called “Tenant Extra Services”). Tenant will advise Landlord of all contractors (excluding Tenant’s employees and any personnel and employees of Tenant’s Premises Manager) performing Tenant Extra Services (“Tenant’s Extra Service Contractors”) but such Tenant Extra Service Contractors shall not be subject to Landlord’s approval. The provisions of Section 11.06 shall apply to the performance of the Tenant Extra Services by Tenant’s Extra Service Contractors. The Tenant Extra Services shall be performed in such manner as not to interfere with or delay, except to an immaterial extent, and as not to impose any additional expense upon Landlord in connection with the operation of the Building and if such interference or delay shall occur, Tenant, upon written notice from Landlord, shall promptly instruct Tenant’s Extra Service Contractors to modify the particular manner of performing the Tenant Extra Services which is causing such interference or delay, and if any such additional expense shall be incurred by Landlord as a result of the performance of the Tenant Extra Services by Tenant’s Extra Service Contractors, Tenant shall pay such additional expense as Additional Charges hereunder within thirty (30) days after its receipt of an invoice therefor.

15.07. If and for so long as Landlord maintains a Building directory, Landlord, at Tenant’s request, shall maintain listings on such directory of the names of Tenant, or its permitted subtenants, assignees, affiliates, or entities in occupancy of portions of the Premises and the names of any of their officers and employees, provided that the names so listed shall not use more than Tenant’s Share of the space on the Building directory (except to the extent to which such Building directory is computerized in which event there shall be no such limitation). The actual out-of-pocket cost to Landlord for making any changes in such listings requested by Tenant shall be paid by Tenant to Landlord within thirty (30) days after delivery of an invoice therefor. ***[As of the date of this lease, there is no Building directory at the Building.]***⁷

15.08. Tenant shall have the right to tie into the fire safety system, which tie-in will be performed by Landlord’s independent unaffiliated contractor at Tenant’s cost and expense, which cost and expense shall not exceed the amount that would otherwise be charged to Landlord by its contractor for such work if such work was being performed for Landlord’s own account.

15.09. (a) Subject to the provisions of this lease (including, without limitation, Article 11), Tenant may, at Tenant’s sole cost and expense, install, maintain

⁷ Delete bracketed language if factually inaccurate as of the Commencement Date.

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and operate in a portion of the Premises ***[(including, without limitation, the existing cafeteria located on the 3^rd, 4^th and 50^th floors of the Building)]***⁸ a food preparation, service and/or dining facility (any of same herein referred to as a “Dining Facility”) for use by Tenant and/or any persons claiming by, through or under Tenant (including, without limitation, subtenants of Tenant), including appropriate food and beverage preparation, handling, cooking, serving and/or dining and/or other associated facilities, provided that (i) Tenant shall comply with all applicable Legal Requirements with respect to such Dining Facility and its operations, (ii) Tenant shall cause all food preparation areas to be properly ventilated so that no odor shall emanate from the Premises to any other portion of the Building, (iii) Tenant shall maintain such Dining Facility in a clean and sanitary condition and free of refuse at all times, and shall be responsible for providing any required exterminating services to the Premises (including the Dining Facility), and (iv) Tenant shall bag all wet garbage and place the same in containers that prevent the escape of odor. All of the provisions of this lease shall be applicable to the installation, maintenance and operation of the Dining Facility.

(b) Tenant shall install all necessary flues and other means of ventilation and fire suppression for the proper exhausting of fumes and odors from the Dining Facility ***[(and the existing kitchen on the 3^rd, 4^th and 50^th floors are deemed to meet the requirements of this sentence, provided that nothing herein shall reduce or diminish Tenant’s obligation to comply with Legal Requirements and the other provisions of this lease with respect to such kitchen)]***. Subject to the following provisions of this Section 15.09(b), Landlord will provide Tenant, at Tenant’s request and at no out-of-pocket cost or expense to Landlord, with adequate shaft space for an exhaust for the Dining Facility ***[(including, without limitation, the shaft space which currently services the Dining Facility located on the 3^rd, 4^th and 50^th floors of the Building)]***, provided that with respect to any additional shaft space such shaft space is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests same without violating any applicable Legal Requirements, resulting in material alterations in or damage to the Building or posing any risk to the safety of the occupants thereof, and taking into account the needs of Landlord and other current and future occupants of the Building with respect to such shaft space. Any work performed by Tenant pursuant to this Section 15.09(b) shall be performed by Tenant, in accordance with Article 11 hereof.

(c) If Tenant shall require electrical capacity beyond that set forth in Section 14.04 hereof in connection with Tenant’s installation and operation of the Dining Facility, Landlord shall, at no out-of-pocket cost or expense to Landlord, provide such additional capacity to Tenant at Tenant’s request, provided that (i) the provision of such additional capacity would not violate any applicable Legal Requirements, (ii) such additional capacity is, in Landlord’s judgment, available for use by Tenant at the time

⁸ Delete bracketed language if these facilities do not constitute part of the Premises as of the Commencement Date.

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that Tenant requests such additional capacity without resulting in material alterations in or damage to the Building or posing any risk to the safety of the occupants thereof, (iii) the aggregate electrical capacity made available to the Premises shall not exceed Tenant’s pro rata share of the electrical capacity of the Building (as reasonably calculated by Landlord, it being agreed that Landlord may allocate shares of electrical capacity to vacant space in the Building) and (iv) Tenant shall reimburse Landlord for the actual out-of-pocket costs incurred by Landlord to provide such additional capacity. Landlord makes no warranty or representation as to (A) the likelihood that Tenant will be able to obtain such additional capacity and/or the amounts thereof that Tenant may be able to obtain, (B) whether obtaining such additional capacity will require the installation of additional equipment or facilities or (C) the magnitude of the costs that may be incurred by Tenant in connection with obtaining such additional capacity. Landlord shall have no liability to Tenant, this lease shall remain in full force and effect, the obligations of Tenant shall not be reduced or diminished, and Tenant shall not be entitled to any reduction in or credit against the rents payable by Tenant hereunder, in the event that Tenant is unable to obtain such additional capacity or is unable to obtain such additional capacity in the amounts thereof that Tenant may have anticipated, or in the event that the costs incurred by Tenant in connection with obtaining such additional capacity exceed the amounts theretofore anticipated.

(d) Tenant shall continue to have the right to obtain gas service for the Dining Facility directly from Consolidated Edison and Tenant shall pay all charges in connection with such gas service directly to Consolidated Edison. Tenant shall, at Tenant’s sole cost and expense, perform any work as may be required to supply such gas service, which work will be performed by Tenant, in accordance with the provisions of Article 11. Landlord shall have no obligation to perform any work or incur any expense in order to assist Tenant in obtaining gas service for the Dining Facility, and Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if (i) the supply of gas service to the Premises is temporarily interrupted or (ii) gas service is not available or the quantity or character thereof is not suitable for Tenant’s requirements, except to the extent resulting from Landlord’s willful misconduct or gross negligence.

15.10. Landlord shall, upon prior reasonable request of Tenant, allow Tenant reasonable access to the common areas of the Building which are non-leasable such as mechanical rooms and floors and vertical shafts and to other areas of the Building adjacent to the Premises as may be necessary in connection with the performance of Tenant’s obligations under this lease or the performance of Alterations or the repair and maintenance of Tenant’s Property and/or Tenant’s FF&E. All access by Tenant shall be subject to the supervision and control of Landlord and to Landlord’s reasonable safeguards for the security and protection of the Building, the Building equipment, and installations and equipment of other tenants of the Building (or other persons). To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees and/or contractors for the duration of Tenant’s access. Landlord

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shall provide such engineer or Building representative without additional charge to Tenant, provided that it does not require more than a reasonable amount of time (failing which Landlord shall be entitled to assess a reasonable additional charge) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3. The provisions of this Section 15.10 shall not apply to any Retained Common Areas, to which Tenant shall have exclusive use and access.

15.11. Intentionally Omitted.

15.12. (a) (i) Annexed hereto as Exhibit N are the specifications for the Building-wide security system as of the date of this lease. It is understood that over time, Landlord may, at its sole cost and expense, modify such system, but the modifications shall not reduce, in any material respect, the level of security within the Building as contemplated by Exhibit N. Moreover, any modifications shall at all times be befitting a Comparable Building taking into account the environment in around the area in which the Building is situated as well as the prevailing security threat levels, in general, and to Tenant and any of Tenant’s Affiliates, in particular (collectively herein called the “Security Threat Level”). Landlord will notify Tenant before modifying the Building security system, but Landlord may implement any modifications to such system in its sole judgment, provided that the modifications are, as stated in the preceding sentence, befitting a Comparable Building taking into account the environment in and around the area in which the Building is situated and the Security Threat Level, exclusive of any such modifications implemented solely for the benefit of a specific tenant of the Building. In connection with the foregoing, Landlord will immediately notify Tenant of any and all advisories, notices, warnings and other security alerts impacting the Building received by Landlord from any governmental authority which Landlord is not prohibited from making available to third parties by any governmental authority.

(ii) At the request of Tenant, Landlord shall meet, or cause the managing agent of the Building to meet, if applicable, with Tenant and Tenant’s representatives to keep Tenant advised as to the status of the Building security system and the strategies employed or to be employed by Landlord in connection therewith, and Landlord shall consider any recommendations of Tenant and/or any of Tenant’s representatives with respect to the same and/or the security with respect to the Building in general, but in no event shall Landlord be obligated to follow any such recommendations unless Landlord consents to same, such consent not to be unreasonably withheld or delayed, and Tenant shall agree to reimburse Landlord (as Additional Charges) for any reasonable incremental increase in the out-of-pocket costs and expenses incurred by Landlord in connection with the implementation of any such Tenant and/or Tenant representative recommendation if and to the extent any such costs and expenses cannot be included as an Operating Expense in this lease and/or any other lease for space in the Building, provided that, except to the extent that same are included in Operating

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Expenses pursuant to the provisions of Article 3 hereof, Tenant shall have no obligation to reimburse Landlord for any such incremental increase in costs and expenses to the extent same are attributable to security systems and measures that are customarily in place in Comparable Buildings in and around the area where the Building is situated (including midtown Manhattan) or are otherwise reasonably necessary in the Building.

(b) Notwithstanding anything to the contrary contained in this lease, Tenant shall have the right, at Tenant’s sole cost and expense, (i) to retain security guards for purposes of patrolling the Premises and other portions of the Building subject to and in accordance with the provisions of Exhibit N and (ii) so long as Tenant satisfies the Minimum Leasing Requirement, to place the podium and the ancillary equipment with respect thereto, as shown on Exhibit O, in the Building lobby in the general location as more particularly shown on Exhibit O and station a security guard or guards at such podium. Landlord agrees to reasonably cooperate with Tenant in connection with Tenant’s security program with respect to the Premises (e.g., evacuation drills), 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.

(c) Landlord and Tenant agree and acknowledge that (i) as of the date of this lease the security system located in the Lobby Premises and certain other security systems (e.g., access control, CCTV and camera systems) as of the date of this lease services both the Premises and the balance of the Building, (ii) Landlord and Tenant each desire to bifurcate such security system in a manner mutually agreeable to Landlord and Tenant so as to create two (2) separate and independent security systems, one which shall service the entire Building and one which shall service only the Premises, (iii) Tenant shall, at its sole cost and expense and within a reasonable period of time after the date of this lease, perform such work to the security system which is required to create such independent security system for the Premises and Landlord shall, at its sole cost and expense and within a reasonable period of time after the date of this lease, perform such work to the security system which is required to create such independent security system for the Building and (iv) Landlord and Tenant shall cooperate with each other in good faith in order to create their respective security systems and coordinate their respective work in accordance with good construction practice.

15.13. (a) Subject to the provisions of this Section 15.13, Tenant will have the right, during the term of this lease, at Tenant’s sole cost and expense, to arrange for its own telecommunications services to be brought into the Building and distributed directly to the floors on which the Premises are located. If Tenant desires to contract for the provision of telecommunications services with a supplier (“Tenant’s Telecommunications Provider”) other than the supplier providing telecommunications services to the Building, Tenant shall have the right to do so. Tenant shall not be required to pay any fee to Landlord in consideration for Landlord permitting Tenant’s Telecommunications Provider to have access to the Building and the riser and shaft space

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thereof for such purpose, and Tenant’s Telecommunications Provider will not be charged a fee for such access as is required to provide telecommunications services exclusively to Tenant and any permitted occupants of the Premises. Tenant’s Telecommunications Provider will be permitted access to the risers of the Building in order to install Tenant’s telecommunications cabling and conduits, subject to availability of space in the risers for such purpose at the time Tenant requests such access. If no space shall then be available in the risers of the Building, Tenant shall have the right to install additional risers in the Building for such purpose (which installation shall be performed in accordance with all applicable Legal Requirements and any applicable provisions of Article 11 after Tenant has removed all of its inactive cable from the risers, and Landlord shall cooperate with Tenant to locate appropriate paths for the installation of such additional risers to the extent it is feasible to do so.

(b) Landlord and Tenant hereby acknowledge that Tenant currently maintains an internal telecommunications room within a portion of the Premises and Landlord agrees that (i) Tenant will have a right of access to any other portions of the Building outside the Premises that may contain equipment or conduits installed in connection with Tenant’s telecommunications systems (herein collectively called “Tenant’s Other Telecommunications Installations”) taking into account, however, the rights of third parties in and such other portions of the Building, and (ii) Tenant will have access to Tenant’s Other Telecommunications Installations on a twenty-four (24) hour per day, seven (7) day per week basis (subject to Landlord’s reasonable security and safety measures and except in emergency circumstances or during temporary shutdowns as permitted by and subject to the provisions of this lease; provided, that, such security and safety measures shall not include any requirement that Tenant be accompanied by an engineer or other Building representative designated by Landlord.

15.14. (a) Tenant shall have the right, at no additional charge to Tenant (except as otherwise expressly provided in this lease and as set forth below), to use (i) in common with Landlord and other tenants and occupants of the Building, the riser and shaft space in the core of the Building (herein called the “Initial Riser/Shaft Space”) for the installation of conduits, risers, telecommunications cabling and/or computer cabling or any other equipment that may be lawfully, or is currently, installed therein (herein collectively called “Tenant’s Riser/Shaft Space Equipment”) and (ii) mechanical space (herein called the “Initial Mechanical Space”) for the installation of any mechanical, electrical and ancillary equipment that may be lawfully, or is currently, installed therein (herein collectively called “Tenant’s Mechanical Equipment”). Upon Tenant’s written request, Landlord will provide to Tenant such additional riser space, shaft space and/or mechanical space that Tenant may require from time to time (herein collectively called, the “Additional Riser/Shaft/Mechanical Space”), subject to Landlord’s reasonable safety measures and compliance with any applicable Legal Requirements and provided that such Additional Riser/Shaft/Mechanical Space is available and that the provision of such Additional/Riser Shaft/Mechanical Space will not, in Landlord’s reasonable judgment, interfere with the needs of other

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present or future tenants or occupants of the Building or have an adverse impact on any services provided to the Building. The Initial Riser/Shaft Space, the Initial Mechanical Space and the Additional Riser/Shaft/Mechanical Space are herein collectively called the “Equipment Space,” and Tenant’s Riser/Shaft Space Equipment, Tenant’s Mechanical Equipment are herein collectively called “Tenant’s Equipment”. The installation of Tenant’s Equipment shall be performed in accordance with Article 11 hereof. Any additional mechanical space shall be provided to Tenant at no cost.

(b) For purposes of installing, servicing or repairing Tenant’s Equipment, Tenant shall have reasonable access to the Equipment Space upon prior reasonable request of Landlord. All access by Tenant to the Equipment Space shall be subject to the supervision and control of Landlord and to Landlord’s reasonable safeguards for the security and protection of the Building, the Building equipment, and installations and equipment of other tenants of the Building (or other persons) as may be located in the risers and shafts and mechanical space of the Building. To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees and/or contractors for the duration of Tenant’s access to the Equipment Space, Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that it does not require more than a reasonable amount of time (failing which Landlord shall be entitled to assess a reasonable additional charge) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3.

(c) Tenant agrees that Tenant will pay for all electrical service required in connection with Tenant’s Equipment in accordance with Article 14, and Tenant further agrees that such electric service shall feed off the same supply of electrical energy furnished to the Premises or be separately submetered as provided in Article 14.

(d) Tenant, at Tenant’s sole cost and expense, agrees to promptly and faithfully obey, observe and comply with all Legal Requirements in any manner affecting or relating to Tenant’s installation, repair, maintenance and operation of Tenant’s Equipment. Tenant, at Tenant’s sole cost and expense, shall secure and thereafter maintain all permits and licenses, if any, required for the installation and operation of Tenant’s Equipment.

(e) Tenant, at Tenant’s sole cost and expense, shall promptly repair any and all damage to the Equipment Space and to any other part of the Building caused by or resulting from the installation, maintenance and repair, operation or removal of Tenant’s Equipment and, in the event that Tenant elects (or is required, subject to the provisions of this lease) to remove any of Tenant’s Equipment prior to the expiration of the term of this lease, Tenant shall restore all affected areas to their condition as existed prior to the installation of Tenant’s Equipment, subject to normal wear and tear and damage for which Landlord is responsible for hereunder.

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15.15. Tenant shall have the right, subject to the provisions of Section 11.04, at any time and from time to time, to retain an independent contractor, which may not be an employee of Tenant, to manage and supervise the daily operation of the Premises and the facilities of the Premises and to act as Tenant’s Designated Representative (herein called “Tenant’s Premises Manager”). Landlord agrees and acknowledges that Tenant’s Premises Manager may retain, subject to the provisions of Section 11.04, employees in connection with the performance of its duties for Tenant and that the retaining by Tenant’s Premises Manager of employees shall not be deemed to decrease the obligations of Landlord under this lease.

15.16. Tenant shall have the right throughout the term of this lease to use, in common with Landlord and other tenants of the Building, the services provided by the messenger center operated by Landlord in the loading dock area of the low-rise Building (herein called the “Messenger Center”; such services are herein called the “Messenger Center Services”). Tenant acknowledges that the Messenger Center is operated, and the Messenger Center Services are provided, by a third-party provider employed by Landlord for such purpose (herein called “Landlord’s Messenger Center Vendor”). In the event that Tenant shall require the Messenger Center Services during hours in addition to those hours during which Landlord’s Messenger Center Vendor shall operate the Messenger Center and provide the Messenger Center Services to tenants of the Building, as determined by Landlord and Landlord’s Messenger Center Vendor in their sole discretion from time to time (such additional hours are herein called the “Extended Messenger Center Hours”), Landlord shall use commercially reasonable efforts to cause Landlord’s Messenger Center Vendor to operate the Messenger Center and to provide the Messenger Center Services during such Extended Messenger Center Hours, provided that Landlord shall have no liability to Tenant and Tenant’s obligations to Landlord hereunder shall not be diminished in any way if Landlord is unable to obtain the agreement of Landlord’s Messenger Center Vendor to operate the Messenger Center and to provide the Messenger Center Services during such Extended Messenger Center Hours, and provided further that Tenant shall (a) pay all additional incremental actual out-of-pocket costs incurred as a result of the operation of the Messenger Center and the provision of the Messenger Center Services during such Extended Messenger Center Hours and (b) reimburse Landlord for all costs incurred by Landlord in connection with such efforts, which costs shall be payable by Tenant to Landlord as Additional Charges hereunder within thirty (30) days after demand. Landlord shall have the right to reconfigure or relocate the Messenger Center, provided and on the condition that such reconfiguration and/or relocation will not (i) result in any increased costs to Tenant or diminution in the level of services provided to Tenant, in either case except to a de minimis extent, and (ii) the Messenger Center will not be relocated to any portion of the Building that would result in outside messengers having access to the elevators or stairways of the Building or otherwise compromise the existing level of security of the Building and the Premises that is in place as of the date that the bifurcation of the security systems as contemplated under Section 15.12(c) is completed.

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15.17. Notwithstanding anything to the contrary contained in this Article 15, in the case of any conflict or inconsistency between the terms and conditions contained in this Article 15 and Article 46, the provisions of Article 46 shall control.

ARTICLE 16

Access; Signage; Name of Building

16.01. Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, and, except as otherwise provided in this lease, all of the Building, including, without limitation, exterior and atrium Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, decoration and repair, are reserved to Landlord and persons authorized by Landlord, with respect to portions of the foregoing located outside the Premises.

16.02. Landlord shall have the right, and Tenant shall permit Landlord or Landlord’s agents or public utilities servicing the Building and persons authorized by Landlord to install, erect, use and maintain pipes, ducts and conduits in and through the Premises; provided that, (a) same are installed within the interior of the walls of the Premises or above Tenant’s ceiling or, if installed adjacent to the Premises or the ceiling thereof, such installations shall be, at Landlord’s cost and expense, located in boxed enclosures and appropriately furred, (b) same shall not impair Tenant’s decorations, layout or use of the Premises or diminish its space (other than a de minimis amount) or reduce its ceiling height and to the extent there is any loss of any rentable square footage, Tenant’s Fixed Rent obligation, Tenant’s Share of Operating Expenses and Taxes shall all be proportionately reduced, and (c) in performing such installation work, Landlord shall use reasonable efforts to minimize interference with Tenant’s use of the Premises without any obligation to employ overtime services unless Tenant requests same and, except as otherwise provided in this Section 16.02, reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith. Notwithstanding the provisions of this Section 16.02 to the contrary, Landlord shall be required to perform all such work during non-Regular Building Service Hours if the nature of such work is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Any damage to the Premises resulting from Landlord’s exercise of the foregoing right shall be repaired and the Premises restored to its condition prior to such damage promptly by and at the expense of Landlord.

16.03. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass

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through the Premises at reasonable times to examine the same, show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Building and their respective agents and representatives, 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. In addition, Landlord and persons authorized by the Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass through the Premises at reasonable times provided the 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, (a) to make such repairs, alterations, additions and improvements in or to the Premises and/or the Building or its facilities and equipment as the Landlord or persons authorized by the Landlord, is or are required or permitted to make, and (b) to read any utility meters located therein. The Landlord and such authorized persons shall be allowed to take all materials into and upon the Premises that may reasonably be required in connection therewith, without any liability to Tenant and without any reduction of Tenant’s covenants and obligations hereunder except as may be expressly provided to the contrary elsewhere in this lease; provided, however, that to the extent reasonably practicable, the Landlord shall not cause or permit such materials to be stored in the Premises overnight. Notwithstanding any provision of this Article 16 to the contrary, the Landlord shall be required to perform all repairs, alterations, additions and improvements as referred to in clause (a) above during non-Regular Building Service Hours if the nature of any such repair, alteration, addition or improvement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Notwithstanding any of 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 (herein called “Secure Areas”).

16.04. If at any time any windows of the Premises are either temporarily darkened or obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed; provided, however, that Landlord shall not permanently darken or obstruct the windows unless required to do so by law), or if any of such windows are permanently closed, darkened or bricked-up by reason of any construction upon property adjacent to the Real Property by parties other than Landlord or any affiliate of Landlord (but unrelated to the Building) or if any part of the Building, other than the Premises, is temporarily or, if required by law, permanently closed or inoperable, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this lease unless and except as otherwise expressly provided in this lease; provided, however, that Tenant shall share equitably in any payment or award made or granted to Landlord in connection therewith.

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16.05. During the period of fifteen (15) 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 16.05 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, designate Secure Areas and such areas will not be made available to Landlord except in the case of an emergency.

16.06. Tenant shall have access to the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis.

16.07. Tenant shall have the right, at Tenant’s sole cost and expense, to install and operate a security system as Tenant shall determine (“Tenant’s Security System”). Landlord shall cause its security system to be compatible and coordinated with Tenant’s Security System. Landlord shall not make any change to Landlord’s security system which would adversely affect Tenant’s Security System or which would cause Tenant’s Security System to no longer be compatible and/or coordinated with Landlord’s security system. Tenant’s Security System may include, without limitation (a) the installation of proximity card readers at locations on each floor of the Premises, (b) monitoring of the elevators and/or fire stairs serving the Premises, and (c) guards and/or surveillance equipment covering the exterior perimeter of the Building. Upon Tenant’s request, Landlord shall cooperate with Tenant in all reasonable respects to facilitate the use of Tenant’s Security System and the compatibility and coordination thereof with Landlord’s current security system and any modification, upgrade or replacement thereof (e.g., by combining Tenant’s proximity cards with any required Building identification); provided, however, that the cost of such cooperation and coordination, and any equipment required to be installed in connection therewith, shall be at Tenant’s sole cost and expense. Except with respect to Secure Areas, Tenant shall provide Landlord with a master key and/or a master card key for the Premises.

16.08. So long as the Minimum Leasing Requirement is met and subject to the provisions of this Section 16.08, 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 (collectively, “Signage”); provided, that, (i) Tenant shall not change or install any signage on the exterior of the Building, including the “Citi” signs located on all or any of the four elevations of the roof-top set back on the 52^nd floor of the Building or (herein collectively called “Exterior Signage”) other than to reflect the name of any entity that is a Citibank Tenant and/or its Affiliates, (ii) if at any time the Premises consist of less than 1,250,000 rentable square feet but more than 250,000 rentable square feet, Tenant shall not change the Exterior Signage, or install any additional Exterior Signage, to reflect the name of any other entity other than

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Citibank, N.A. or Citigroup or the name by which either of such entities may be known in the future whether as a result of a name change resulting from a merger, reorganization, reorganization, sale of assets or otherwise, including a corporate name change not involving any of the aforementioned transactions (collectively a “Citi Name”), (iii) if at any time the Premises consist of less than 250,000 rentable square feet but more than 150,000 rentable square feet, Landlord shall have the right to cause Tenant, at Tenant’s sole cost and expense, to remove its Exterior Signage, in which case, subject to Tenant’s failure to meet the Minimum RSF Requirement, neither Landlord or Tenant shall have any rights with respect to Exterior Signage, and (iv) if at any time the Premises consist of less than 150,000 rentable square feet (the 150,000 rentable square feet threshold is herein called the “Minimum RSF Requirement”), Landlord shall have all rights with respect to the Exterior Signage subject only to Legal Requirements. Notwithstanding the foregoing, the respective of rights of Landlord and Tenant to install and thereafter maintain (at such respective parties’ cost and expense (i.e., such cost may not be included in Operating Expenses) signage identifying other tenants of Office Floors in the lobby of the Building shall be fair and equitably determined taking into account the size of the premises (including the Premises) being leased to tenants (including Tenant); it being understood and agreed that in no event shall any signage in the lobby of the Building which identifies other tenants or occupants of the Building be larger or more prominent than Tenant’s lobby signage, except to the extent the rentable square footage of such tenant’s premises exceeds that of the Premises. For so long as the Minimum Leasing Requirement is met, the design, font, size, color, materials, finish and manner of installation of any such signage shall be subject to Tenant’s prior approval, which approval shall not be unreasonably conditioned, withheld or delayed. If at any time the Minimum RSF Requirement is not satisfied, Tenant’s rights to Signage shall be commensurate with those, if any, of other tenants (of similar credit) leasing comparable space in the Building. Landlord and Tenant shall promptly execute and deliver any documents as may be required in the exercise of the rights set forth in this Section 16.08.

16.09. Landlord and Tenant hereby acknowledge that the Building is currently designated and known as both “One Court Square” and “Citicorp At Court Square”. For so long as the Minimum RSF Requirement is met, Landlord hereby agrees that it shall not change the name of the Building or 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). For so long as the Minimum Leasing Requirement is met, Tenant may, without Landlord’s consent, change the name of the Building to reflect the name of any Citibank Tenant and/or its Affiliates; provided, that in the case the Premises consist of less than 1,250,0000 rentable square feet, Tenant may only change the name of the Building to reflect a Citi Name. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to include in any Extension Election Notice given in accordance with the provisions of Article 36 an election (herein called the “Naming Rights Election”) to relinquish all of Tenant’s rights set forth in this Section 16.09 with respect to the naming of the Building or all or any portion (as determined by Tenant) of Tenant’s rights to Signage set forth in Section 16.08 or both of said naming rights and

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rights to Signage designated by Tenant (herein as applicable called the “Naming Rights”), in which event (i) the Naming Rights shall expire and come to an end on the day immediately preceding the commencement date of the Extension Term immediately following the giving of such Extension Election Notice and (ii) the value of the Naming Rights relinquished shall be taken into account in determining the Market Value Rent for such Extension Term in accordance with the provisions of Section 36.06. In the event that Tenant does not exercise the Naming Rights Election, the applicable provisions of Article 36 hereof shall govern.

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 fire or other casualty in the Premises for which Landlord is required to maintain insurance or is otherwise material, 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, 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 the operation and maintenance of the Premises and Real Property. Further, no Landlord Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the Building or Real

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Property; or (ii) even if negligent, for indirect, 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) 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, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).

18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord Party from and against any and all claims arising from or in connection with (a) the occupancy, conduct or management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord, its agents, employees or contractors) in or about the Premises during the term of this lease; (b) any act, omission (where there is an affirmative duty to act) or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party

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claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises). The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease; together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Tenant’s interest in the Premises). If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by

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Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

ARTICLE 19

Damage or Destruction

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

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building’s Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems (including, without limitation, all core Class-E devices) and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main

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distribution loop of the sprinkler system on each floor of the Building and (y) the entire HVAC system on each floor of the Building; and (5) raised floors.

(d) the term “Essential Floor” shall mean (i) any Office Floor which, in Tenant’s reasonable judgment, is essential to the operation of Tenant’s business at the Premises, including without limitation, an Office Floor housing a computer center or management information system facility; provided, however, that in no event shall an Office Floor, such as the fourth (4^th) floor of the Building, qualify as an Essential Floor merely because it houses a cafeteria, (ii) any portion of the Real Property that is reasonably necessary as a means of ingress and egress to and from all or any portion of the Premises, and (iii) mechanical areas essential to the operation of all or any portion of the Premises, whether or not such mechanical areas constitute part of the Premises.

19.02. If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this lease shall not be terminated as hereinafter provided in this Article 19), then:

(a) Landlord shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (herein called “Landlord’s Restoration Obligation”), and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either

(A) repair the damage to and restore such portion of the Leasehold Improvements on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all Leasehold Improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements (herein collectively called the “Improvements Restoration Work”); or

(B) demolish the Leasehold Improvements located on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) (herein called the “Improvements Demolition Work”),

which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner. With respect to a fire or other casualty which damages more than one (1) Office Floor, if and to the extent repairs and restoration of the Base Elements are being performed by Landlord on a floor-by-floor basis, Tenant shall commence the Improvements Restoration Work or

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Improvements Demolition Work (as the case may be) on a floor-by-floor basis, or on such other phase-by-phase basis as Tenant shall determine (e.g., three (3) full Office Floors at a time), if, in Tenant’s sole judgment: (i) there is no reasonable basis for believing that Landlord shall be unable to complete its repairs and restoration of the Base Elements within the time periods specified in this Article 19, (ii) performing the Improvements Restoration Work or Improvements Demolition Work (as the case may be) on a phase-by-phase basis will not increase by more than a de minimis extent the total cost of such work, (iii) it will be practical for Tenant to resume its operations in the damaged portion of the Premises on a phase-by-phase basis and (iv) Landlord gives adequate assurances to Tenant that Landlord will use all commercially reasonable efforts to coordinate the performance of Landlord’s work and Tenant’s work in such a manner that there will not be delays (except to a de minimis extent) in the performance of Landlord’s work and Tenant’s work (e.g., in connection with the scheduling of freight elevator service).

The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for Leasehold Improvements shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If this lease shall be terminated by Landlord or Tenant pursuant to this Article 19, then Tenant shall retain the proceeds of policies providing coverage for Leasehold Improvements. Tenant shall be solely responsible for (1) the amount of any deductible under the policy insuring the Leasehold Improvements and (2) the amount, if any, by which the cost of the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be) exceeds the available insurance proceeds therefor.

19.03. If all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty which occurs at any time from and after the Restated Commencement Date, the Fixed Rent and the Additional Charges under Article 3 shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises for the period from the date of the damage or destruction to:

(a) the date by which Tenant, acting diligently following Landlord’s restoration of the damage to the Base Elements has or could have restored the Leasehold Improvements and Tenant’s Property and re-commenced the conduct of business from the affected portion of the Premises (which determination shall be made on a floor-by-floor basis or phase-by-phase basis if, and only if, Tenant elects in its sole discretion pursuant to the provisions of Section 19.02 hereof to perform such restoration and recommence the conduct of its business on a floor-by-floor basis or phase-by-phase basis), or

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(b) if the Premises are so damaged or destroyed that the Premises are rendered untenantable due to insufficient access to the Premises, the date on which the Premises shall be made tenantable and sufficient access thereto shall be available;

provided, however, in the case of (a) or (b) above, should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of business prior to the date that the Premises are substantially repaired or made tenantable, the Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.04. (a) If (i) the Building shall be seventy-five (75%) percent or more damaged or destroyed by fire or other casualty such that the completion of Landlord’s Restoration Obligation requires more than eighteen (18) months to complete, (ii) forty percent (40%) or more of the rentable area of the Premises shall be rendered untenantable due to damage or destruction to the Building such that the completion of Landlord’s Restoration Obligation in connection therewith requires more than eighteen (18) months to complete, (iii) the Building shall be so damaged or destroyed by fire or other casualty that Landlord’s Restoration Obligation requires the expenditure of more than forty (40%) percent of the full insurable value of the Building immediately prior to the casualty (in the case of (i), (ii) or (iii), as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord subject to Tenant’s approval, which approval Tenant shall not unreasonably withhold, condition or

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delay (herein called “Landlord’s Expert”) or (b) if the Premises shall be totally or substantially (i.e., for this purpose, more than fifty percent (50%)) damaged or destroyed and it would require ninety (90) days or more to complete Landlord’s Restoration Obligation during the last two (2) years of the term of this lease, as same may have been extended (as estimated in any such case by Landlord’s Expert), and, if the circumstances set forth in clause (a)(i), (ii) or (iii) above have occurred, Landlord shall have terminated all other leases in the Building, then in any such case Landlord may terminate this lease by giving Tenant notice to such effect (herein called “Landlord’s Casualty Termination Notice”) as soon as practicable under the circumstances and in any event within ninety (90) days after the date of the casualty, and upon the giving of such notice this lease and the term and estate hereby granted shall terminate as of the date set forth in such notice (provided, however, that if Tenant is then in occupancy of the Premises, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant’s receipt of Landlord’s termination notice, to extend the date set forth in Landlord’s termination notice to a date up to one hundred eighty (180) days after the giving of Landlord’s termination notice). Notwithstanding anything to the contrary contained herein, if Landlord gives a Landlord’s Casualty Termination Notice pursuant to the provisions of clause (b) of the preceding sentence at a time when Tenant’s right to extend the term of this lease pursuant to the provisions of Article 36 hereof shall not have theretofore lapsed, Tenant shall have the right, to be exercised by the earlier to occur of (i) the date that is thirty (30) days after the giving by Landlord of such Landlord’s Casualty Termination Notice or (ii) the last day by which Tenant may give an Extension Election Notice pursuant to the provisions of Section 36.01(b), to give an Extension Election Notice pursuant to the provisions of Section 36.01(b), in which event Landlord’s Casualty Termination Notice shall be deemed null, void and of no further force or effect.

(b) (i) In the case of any damage or destruction mentioned in this Article 19, Tenant, subject to the thirty (30) day cure period set forth in the last sentence of this Section 19.04(b)(i), may terminate this lease by notice given to Landlord in accordance with the last sentence of this Section 19.04(b)(i) if Landlord shall not have completed Landlord’s Restoration Obligation on or before the Restoration Completion Date (as such term is hereinafter defined) or has not commenced repair and restoration of the Base Elements within one hundred fifty (150) days from the date of such casualty or said work is not prosecuted with reasonable diligence to its completion within twelve (12) months after the date of such damage or destruction. Notwithstanding anything to the contrary contained herein but subject to the rent abatement provisions set forth in Section 19.03, Tenant shall not have the right to terminate this lease if (x) the Restoration Completion Date exceeds twelve (12) months with respect only to a single Office Floor which is not an Essential Floor, (y) the Anticipated Completion Date exceeds twelve (12) months with respect only to a single Office Floor which is not an Essential Floor or (z) Landlord fails to complete its repair and restoration obligations with respect only to a single Office Floor which is not an Essential Floor within any particular period of time, or even if it will not be possible to repair and restore such Office Floor at any time prior

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to the Expiration Date (in which case the rents hereunder will be adjusted to reflect the exclusion of such Office Floor from the Premises). As used herein, the term “Restoration Completion Date” shall mean the date that is twelve (12) months from the date of such damage or destruction, subject to extension in accordance with the following provisions of this Section 19.04(b)(i) and the provisions of Sections 19.04(c) and 19.09. Tenant shall have the right, at any time prior to the date on which Landlord completes its repair and restoration obligations set forth in this Article 19, to commence an expedited arbitration proceeding in accordance with the provisions of Article 37 for purposes of determining the estimated date on which Landlord shall be able to substantially complete such repair and restoration obligations (herein called the “Anticipated Completion Date”). If it is determined pursuant to such expedited arbitration that based upon Landlord’s progress the restoration could not be completed by the earlier to occur of (x) the Expiration Date and (y) the date that is thirty (30) days after the Restoration Completion Date (as the same may have theretofore been extended in accordance with the following provisions of this Section 19.04(b)(i) or the provisions of Section 19.04(c) or Section 19.09), even with the use of overtime labor, Tenant shall have the right, within thirty (30) days after such determination is made, (x) to terminate this lease in its entirety, or (y) in the case of a Smaller Premises Casualty, to terminate this lease with respect only to the Termination Space, in either case by giving notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (in whole or in part, as hereinabove set forth) as if such date were the Expiration Date specified herein unless Landlord shall complete its repair and restoration obligations set forth in this Article 19 prior to such date; provided, however, that Landlord shall elect, in its sole discretion, whether such expedited arbitration shall consider the use of overtime labor, in which event the determination in such expedited arbitration shall set forth the amounts of overtime labor assumed in connection with the rendering of such determination. If Tenant does not give such termination notice within said thirty (30) day period, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date determined in such expedited arbitration proceeding. Notwithstanding anything to the contrary contained herein, if any such damage or destruction shall affect twenty percent (20%) or more of the rentable area of the Premises at a time when there shall be less than two (2) years remaining in the term of this lease, the “Restoration Completion Date” shall mean the date that is one hundred fifty (150) days from the date of such damage or destruction. Except as expressly provided in this Section 19.04, Tenant shall not be entitled to terminate this lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Base Elements or of the Building pursuant to this Article 19 unless Landlord fails to perform such repair or restoration on an overtime basis under circumstances where Landlord is required to do so pursuant to the next succeeding sentence. Landlord shall use all reasonable efforts to perform such repair or restoration diligently and in a workmanlike manner and in such manner as to not unreasonably interfere with Tenant’s use and occupancy of the Premises; provided, however, that: (i)

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Landlord shall not be required to perform such repair or restoration work on an overtime basis except to the extent that the cost of such overtime work would be covered by Landlord’s insurance, unless the notice of the Anticipated Completion Date given to Tenant pursuant to Section 19.04(c) (or the determination of the Anticipated Completion Date by an expedited arbitration as aforesaid) provides for an Anticipated Completion Date that is earlier than twelve (12) months from the date of such damage or destruction only on the condition that all or a portion of such repair or restoration work is performed on an overtime basis (in which event Landlord shall perform such repair or restoration work or such portion thereof on an overtime basis in the amounts specified in such notice or in such expedited arbitration regardless of whether the cost thereof would by covered by such insurance) or (ii) upon Tenant’s written request and agreement to bear the incremental additional cost of same, Landlord shall perform the repair and restoration of the Base Elements on an overtime basis. In the event that Tenant becomes entitled to terminate this lease and the term and estate hereby granted pursuant to the provisions of the first sentence of this Section 19.04(b)(i), Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which Landlord completes its repair and restoration obligations set forth in this Article 19, and unless Landlord shall complete its repair and restoration obligations set forth in this Article 19 prior to the expiration of thirty (30) days from Landlord’s receipt of such notice, this lease and the term and estate hereby granted shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein.

(ii) Without limiting the rights of Tenant under Section 19.04(b)(i) to terminate the lease in its entirety, in the case that less than twenty-five (25%) percent of the rentable area of the Premises shall be rendered untenantable due to damage or destruction to the Building (herein called a “Smaller Premises Casualty” and the portion of the Premises so rendered untenantable being herein called the “Smaller Damaged Space”), Tenant may terminate this lease with respect only to all or a portion of the Smaller Damaged Space, on a full floor-by-floor basis with respect only to floors twenty (20%) or more of which have been rendered untenantable, by notice given to Landlord in accordance with the last sentence of Section 19.04(b)(i) specifying the portion of the Smaller Damaged Space with respect to which Tenant wishes to terminate this lease (herein called the “Termination Space”) if Landlord shall not have completed Landlord’s Restoration Obligation in connection therewith on or before the Restoration Completion Outside Date; provided, however, that Tenant shall not have the right to terminate this lease with respect to the Termination Space if Landlord shall have completed Landlord’s Restoration Obligation with respect to seventy-five (75%) percent or more of the Termination Space and shall be acting diligently to complete Landlord’s Restoration Obligation with respect to the remainder of the Termination Space.

(iii) If Tenant shall elect to terminate this lease with respect to less than the entire Premises in accordance with the provisions of Section 19.04(b)(ii), commencing on the day following the expiration date of this lease with

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respect to the portion of the Premises so terminated: (i) the Fixed Rent payable in accordance Schedule 1 shall be appropriately reduced and (ii) subject to the provisions of Section 4.03 hereof, Tenant’s Share shall be reduced to represent a fraction, the numerator of which is the number of rentable square feet remaining in the Premises and the denominator of which shall be 1,401,609.

(c) Within forty-five (45) days after the occurrence of any damage or destruction mentioned in this Article 19, Landlord shall give Tenant a notice (herein called the “Expert’s Notice”) prepared by a reputable contractor, registered architect or licensed professional engineer designated by Landlord’s Expert, setting forth the date which it estimates as the Anticipated Completion Date (which notice shall, at Landlord’s sole election, state whether and to what extent such estimate requires the repair or restoration work to be performed on an overtime basis). If Landlord shall fail to timely deliver such notice of the Anticipated Completion Date and such failure shall continue for ten (10) Business Days after Landlord’s receipt of written notice from Tenant making specific reference to the right of Tenant contained in this sentence and if Landlord fails to deliver notice of the Anticipated Completion Date prior to the expiration of such ten (10) Business Day period, or if the Anticipated Completion Date shall be after the earlier to occur of (x) the date that eighteen (18) months prior to the Expiration Date and (y) the date that is thirty (30) days after the Restoration Completion Date, Tenant shall have the right, within sixty (60) days after the notice of the Anticipated Completion Date has failed to be delivered or is given, as applicable, to (x) terminate this lease in its entirety, or (y) in the case of a Smaller Premises Casualty, to terminate this lease with respect only to the Termination Space, in either case, by giving notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (in whole or in part, as hereinabove set forth) as if such date were the Expiration Date specified herein. If Tenant does not give such termination notice within said sixty (60) day period, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date set forth in Landlord’s notice. Unless Landlord fails to perform such restoration on an overtime basis under circumstances where Landlord is required to do so as provided in Section 19.04(b), in no event shall Landlord be liable to Tenant in the event the restoration is not completed on the Anticipated Completion Date and Tenant’s sole remedy shall be the termination right herein provided.

(d) Any contracts entered into by Landlord for the performance of Landlord’s repair and restoration obligations pursuant to this Article 19 shall require the contractor(s) thereunder to complete such repair and restoration work on or prior to the Anticipated Completion Date and to perform such work on an overtime basis if and to the extent necessary to complete same on or prior to the Anticipated Completion Date as specifically stated in an Expert’s Notice or a determination of the Anticipated Completion Date by expedited arbitration in accordance with the provisions of Article 37. Any such contract(s) shall name Tenant as a third-party beneficiary thereof and in the event that the

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contractors(s) shall be in default under such contract(s), Tenant shall have the right (but not the obligation) to enforce the provisions of such contract(s) directly against the contractor(s) thereunder in Landlord’s name (if necessary) and at Landlord’s expense, but only after Landlord has failed upon five (5) Business Days notice to commence and thereafter diligently seek to enforce the provisions of such contract(s), provided that Tenant shall indemnify and hold Landlord harmless from and against all liability, loss, cost or expense which Landlord may suffer or incur in connection therewith, except as hereinabove set forth in this sentence and as set forth in the last sentence of this Section 19.04(d). Notwithstanding the foregoing, Landlord acknowledges that Tenant shall have no liability for any failure to enforce any such contract(s); provided, however, in no event shall any such failure be deemed to limit or otherwise affect Tenant’s rights or Landlord’s obligations pursuant to this Article 19. Landlord hereby agrees that it shall fully and promptly cooperate with Tenant, at Landlord’s expense, to the extent necessary in order for Tenant to enforce any such contract(s).

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Landlord will not carry insurance of any kind on Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

19.09. The provisions of Section 35.04 hereof regarding Force Majeure Causes shall have no applicability to the provisions of this Article 19; provided, however, that the Restoration Completion Date (and the Anticipated Completion Date set forth in an Expert’s Notice, but only if such Expert’s Notice specifies an anticipated time period with respect to an instance of Contractor Force Majeure then in effect and known by Landlord’s Expert) may be extended by one day for each day (not to exceed ninety (90)

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days in the aggregate) that, for reasons outside of Landlord’s control (it being understood that Landlord’s failure to pay or perform shall not give rise to a Contractor Force Majeure), the contractors retained to complete Landlord’s Restoration Obligation under this Article 19 are delayed in the completion of Landlord’s Restoration Obligation by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water (herein called “Contractor Force Majeure”).

ARTICLE 20

Eminent Domain

20.01. If the whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date.

20.02. If more than fifty (50%) percent of the Building shall be so taken, this lease shall be unaffected by such taking, except that (a) Landlord may, at its option, provided that Landlord shall terminate leases of no less than seventy-five (75%) percent of the office space then leased to tenants in the Building other than office space occupied by Landlord and its affiliates upon which the effect of such taking shall have been substantially similar to the effect of same upon the Premises, terminate this lease by giving Tenant notice to that effect within sixty (60) days after the Date of the Taking, and (b) if twenty (20%) percent or more of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, or if permanent access to the Premises or the Building shall be taken, Tenant may terminate this lease by giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This lease shall terminate on the date set forth in such notice from Landlord or Tenant to the other, which date shall be no less than sixty (60) nor more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking; provided, however, if Tenant is then in occupancy of the Premises, subject to any and all Legal Requirements, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant’s receipt of Landlord’s termination notice, to extend the date set forth in Landlord’s termination notice to a date up to one hundred eighty (180) days after the

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giving of Landlord’s termination notice. Upon such partial taking and this lease continuing in force as to any part of the Premises, the Fixed Rent and Additional Charges shall be adjusted according to the rentable area remaining.

20.03. Landlord shall be entitled to receive the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord all of its right, title and interest in and to every such award or payment; provided, however, that Tenant shall have the right to make a claim for the value of Tenant’s moving expenses, for any “Landlord Reimbursement Amounts” (as such term is defined in the Original Lease), the payment of which is triggered as a result of the termination of this lease with respect to all or a portion of the Premises as a result of such taking, and for any of Tenant’s Property and any of Tenant’s furniture, fixtures and equipment taken and, if the provisions of Section 20.05 apply, for the cost of Tenant’s restoration obligations thereunder.

20.04. (a) If the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose during the term of this lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and Tenant’s furniture, fixtures and equipment (except to the extent of the unamortized balance of the amount of any allowance or credit therefor granted by Landlord), and for moving expenses, and, if the provisions of Section 20.05 hereof apply, for Landlord’s property that Tenant is required to restore, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. Tenant shall have the right to participate in any proceeding to the extent such proceeding may affect the amount of the award or payment that Tenant may be entitled to receive pursuant to this Section 20.04 and Landlord shall cooperate with Tenant to the extent necessary. Except as otherwise set forth in this Section 20.04, this lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due; provided, however, in no event shall Tenant be responsible for the acts or omissions of the taking entity (or any successor, assignee or designee), including, without limitation, charges for extra services and/or overtime services provided to any of such parties. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges

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have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder.

(b) If the period of any taking of the temporary use and occupancy of fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises (a “Temporary Taking Period”) shall exceed twelve (12) months, Tenant may terminate this lease with respect to (x) the portion of such Office Floor or the portion of the entire Premises so taken, (y) the entirety of any such Office Floor or (z) the entirety of the Premises, as the case may be. In the event that Tenant becomes entitled to terminate this lease in whole or in part pursuant to the preceding sentence, Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which the Temporary Taking Period ends, and unless the Temporary Taking Period shall end prior to the expiration of thirty (30) days from Tenant’s giving of such notice, this lease and the term and estate hereby granted (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof.

(c) In the event that it shall be determined or the parties shall receive notice that the Temporary Taking Period with respect to fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises is expected to exceed the shorter of (x) eighteen (18) months and (y) the remainder of the term of this lease (as the same may have theretofore been extended in accordance with Article 36), Tenant shall have the right, within sixty (60) days after the date of such determination or notice, as applicable, to terminate this lease with respect to (i) the portion of such Office Floor or the portion of the entire Premises so taken, (ii) the entirety of any such Office Floor or (iii) the entirety of the Premises, as the case may be, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof.

20.05. In the event of a taking of less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises which does not result in a termination of this lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises and

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(b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant’s option, to repair all or such portions of Tenant’s Property as Tenant may elect to repair and (ii) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either:

(A) repair the remaining parts of the Leasehold Improvements on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all parts of the Leasehold Improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements; or

(B) demolish the Leasehold Improvements located on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant).

20.06. The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of this Article 20, and in no event will any of the time periods set forth in this Article 20 be extended as the result of Force Majeure Causes.

ARTICLE 21

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record (the “Recorded Agreements”) which Landlord took subject to at the time of its acquisition of the Real Property (as same are expressly set forth in Schedule 3.1(b) to the Purchase and Sale Agreement dated as of May 4, 2005 between Tenant, as seller, and Reckson Court Square, LLC, as purchaser) or permitted under Article 33 or otherwise consented to by Landlord and Tenant shall remove all of the Tenant’s Property therefrom except as otherwise expressly provided in this lease. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also

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deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

ARTICLE 22

Conditions of Limitation

22.01. This lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code (herein called the “Bankruptcy Code”) or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then Landlord (a) if such event occurs without the acquiescence of Tenant at any time after the event continues for one hundred eighty (180) days, or (b) in any other case at any time after such event continues for sixty (60) days after written notice thereof has been given by Landlord to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord, may give Tenant and any such Leasehold Mortgagee a notice of intention to end the term of this lease at the expiration of ten (10) days from the date of service of such notice of intention to Tenant and such Leasehold Mortgagee, and upon the expiration of said ten (10) day period this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the expiration date of this lease, but Tenant shall remain liable for damages as provided in Article 24.

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22.02. This lease and the term and estate hereby granted are subject to the further limitations that:

(a) if Tenant shall default in the payment of any Fixed Rent or Additional Charges and such failure continues for (i) thirty (30) days after written notice thereof has been given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord and (ii) an additional thirty (30) days after written notice of such continued failure has been given to Tenant and any such Leasehold Mortgagee, or

(b) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this lease (other than a default in the payment of Fixed Rent or Additional Charges) and (i) such default shall continue and not be remedied within thirty (30) days after Landlord shall have given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord a written notice specifying the same, and (ii) such default shall thereafter continue and not be remedied within an additional thirty (30) days after Landlord shall have given to Tenant and any such Leasehold Mortgagee an additional written notice specifying the same, or, in the case of a default which cannot with due diligence be cured prior to the expiration of such additional thirty (30) day period, if Tenant, or such Leasehold Mortgagee shall not (A) prior to the expiration of such additional thirty (30) day period advise Landlord of its intention to take all steps reasonably necessary to remedy such default, (B) duly commence prior to the expiration of such additional thirty (30) day period, and thereafter diligently prosecute to completion, all steps reasonably necessary to remedy the default and (C) complete such remedy within a reasonable time after the date of said notice (or additional notice, as the case may be) of Landlord, or

(c) if any event shall occur or any contingency shall arise whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 7 or Article 43 and (i) such event or contingency shall not be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after written notice thereof has been given by Landlord to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord and (ii) such event or contingency shall thereafter continue not to be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after a second written notice thereof has been given by Landlord to Tenant and any such Leasehold Mortgagee,

then in any of said cases Landlord may give to Tenant and any such Leasehold Mortgagee a notice of intention to end the term of this lease at the expiration of ten (10) days from the date of the service of such notice of intention, and upon the expiration of said ten (10) days this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this lease, but Tenant

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shall remain liable for damages as provided in Article 24. All notices given to Tenant and any such Leasehold Mortgagee under this Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

22.03. (a) If Tenant shall have assigned its interest in this lease, and this lease shall thereafter be disaffirmed or rejected in any proceeding under the Bankruptcy Code or under the provisions of any Federal, state or foreign law of like import, or in the event of termination of this lease by reason of any such proceeding, the assignor or any of its predecessors in interest under this lease, upon request of Landlord given within ninety (90) days after such disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent and Additional Charges then due and payable to Landlord under this lease to and including the date of such disaffirmance or rejection and (b) enter into a new lease as lessee with Landlord of the Premises for a term commencing on the effective date of such disaffirmance or rejection and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Charges and upon the then executory terms, covenants and conditions as are contained in this lease, except that (i) the rights of the lessee under the new lease, shall be subject to any possessory rights of the assignee in question under this lease and any rights of persons claiming through or under such assignee, (ii) such new lease shall require all defaults existing under this lease to be cured by the lessee with reasonable diligence, and (iii) such new lease shall require the lessee to pay all Additional Charges which, had this lease not been disaffirmed or rejected, would have become due after the effective date of such disaffirmance or rejection with respect to any prior period. If the lessee shall fail or refuse to enter into the new lease within ten (10) days after Landlord’s request to do so, then in addition to all other rights and remedies by reason of such default, under this lease, at law or in equity, Landlord shall have the same rights and remedies against the lessee as if the lessee had entered into such new lease and such new lease had thereafter been terminated at the beginning of its term by reason of the default of the lessee thereunder.

(b) If pursuant to the Bankruptcy Code Tenant is permitted to assign this lease in disregard of the restrictions contained in Article 7 (or if this lease shall be assumed by a trustee), the trustee or assignee shall cure any default under this lease and shall provide adequate assurance of future performance by the trustee or assignee including (i) of the source of payment of rent and performance of other obligations under this lease and (ii) that the use of the Premises shall in no way diminish the reputation of the Building as a first-class office building or impose any additional burden upon the Building or increase the services to be provided by Landlord. If all defaults are not cured and such adequate assurance is not provided within sixty (60) days after there has been an order for relief under the Bankruptcy Code, then this lease shall be deemed rejected, Tenant or any other person in possession shall vacate the Premises, and Landlord shall be entitled to retain any rent or security deposit previously received from Tenant and shall have no further liability to Tenant or any person claiming through Tenant or any trustee.

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If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any person, including, without limitation, any individual, partnership or corporate entity, who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (1) the name and address of such person, (2) all of the terms and conditions of such offer, and (3) the adequate assurance to be provided Landlord to assure such person’s future performance under this lease, including, without limitation, the assurances referred to in Title 11 U.S.C. Section 365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this lease.

ARTICLE 23

Reentry by Landlord

23.01. If this lease shall terminate as provided in Article 22, Landlord or Landlord’s agents and employees may immediately or at any time thereafter reenter the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, or otherwise as permitted by law (but in no event by forcible entry), without being liable to indictment, prosecution or damages therefor (except to the extent resulting from Landlord’s negligence or willful misconduct), and may repossess the same, and may remove any person therefrom, to the end that Landlord may have, hold and enjoy the Premises. The word “reenter,” as used herein, is not restricted to its technical legal meaning. If this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this Article, 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, Tenant shall thereupon pay to Landlord the Fixed Rent and any and all Additional Charges payable up to the time of such termination of this lease (including without limitation any such Additional Charges payable pursuant to Section 24.05 and Article 27), or of such recovery of possession of the Premises by

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Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 24.

23.02. In the event of a breach or threatened breach by Tenant of any of its obligations under this lease, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein. In the event of a breach or threatened breach by Landlord of any of its obligations under this lease, Tenant shall have the right of injunction in addition to any other remedy which may be available to Tenant hereunder, allowed at law or in equity. The remedies to which Tenant may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Tenant may lawfully be entitled at any time and Tenant may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.

23.03. If this lease shall terminate under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this 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, Landlord shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent or Additional Charges due from Tenant at the time of such termination or reentry or, at Landlord’s option, against any damages payable by Tenant under Article 24 or pursuant to law, with the balance, if any, to be promptly refunded to Tenant.

ARTICLE 24

Damages

24.01. If this lease is terminated under the provisions of Article 22, or if 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, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(a) a sum which at the time of such termination of this lease or at the time of any such reentry by Landlord, as the case may be, represents the then value of the excess, if any (assuming a discount at a rate per annum equal to the interest rate then applicable to United States Treasury Bonds having a term which most closely approximates the period commencing on the date that this lease is so terminated, or the date on which Landlord re-enters the Premises, as the case may be, and ending on the

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date on which this lease was scheduled to expire but for such termination or reentry), of (i) the aggregate amount of the Fixed Rent and the Additional Charges under Article 3 which would have been payable by Tenant (conclusively presuming the average monthly Additional Charges under Article 3 to be the same as were payable for the last twelve (12) calendar months, or if less than twelve (12) calendar months have then elapsed since the Commencement Date, all of the calendar months immediately preceding such termination or reentry) for the period commencing with such earlier termination of this lease or the date of any such reentry, as the case may be, and ending with the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises, over (ii) the aggregate fair market rental value of the Premises for the same period, or

(b) sums equal to the Fixed Rent and the Additional Charges under Article 3 which would have been payable by Tenant had this lease not so terminated, or had Landlord not so reentered the Premises, payable upon the due dates therefor specified herein following such termination or such reentry and until the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises; provided, however, that if Landlord shall relet the Premises during said period, or receive any other income or consideration in connection with the use or occupancy of the Premises or otherwise deriving therefrom (including without limitation through the receipt of insurance or condemnation proceeds), Landlord shall credit Tenant with the net rents received by Landlord from such reletting (or the net amounts of such other income or consideration), such net rents and other amounts to be determined by first deducting from the gross rents from such reletting (or the gross amounts of such other income or consideration) as and when received by Landlord the reasonable and actual expenses incurred or paid by Landlord in terminating this lease or in reentering the Premises and in securing possession thereof, as well as the reasonable and actual expenses of reletting (including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, reasonable legal fees, and all other customary and reasonable expenses properly chargeable against the Premises and the rental therefrom) or of realizing such other income or consideration, it being understood that any such reletting may be for a period shorter or longer than the remaining term of this lease; but in no event shall Tenant be entitled to receive any excess of such net rents or other amounts over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision to a credit in respect of any net rents from a reletting or any net amounts of such other income or consideration, except to the extent that such net rents or other amounts are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the rent received from such reletting and of the expenses of reletting.

If the Premises or any part thereof be relet by Landlord for the unexpired portion of the term of this lease, or any part thereof, before presentation of proof of such damages to

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any court, commission or tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Premises, or part thereof, so relet during the term of the reletting, provided that such reletting shall constitute a bona-fide arm’s-length third party transaction. Notwithstanding anything to the contrary contained in this lease, Landlord shall use reasonable efforts to relet the Premises, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions (that may include concessions and free rent periods) as Landlord may reasonably determine, provided, however, that Landlord shall not be liable in any way whatsoever for its failure to relet the Premises or any part thereof, or if the Premises or any part thereof are relet, for its failure to collect the rent under such reletting, and no such failure to relet or failure to collect rent shall release or affect Tenant’s liability for damages or otherwise under this lease.

If Landlord or any Affiliate of Landlord shall use or occupy the Premises or any portion thereof following the termination of this lease under the provisions of Article 22, the damages payable by Tenant pursuant to paragraph (b) above shall be reduced by the fair market rental value of the Premises or such portion thereof that is so occupied by Landlord or its Affiliate (or by the excess, if any, of such fair market rental value over the amounts, if any, actually paid by Landlord or such Affiliate in connection with such use or occupancy).

Notwithstanding anything to the contrary contained herein, Landlord shall not commence any action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) above prior to the date upon which any rights of any Leasehold Mortgagee pursuant to Article 43 (if applicable) to cure Tenant’s default and to request and receive a new lease have expired.

24.02. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this lease would have expired if it had not been so terminated under the provisions of Article 22, or had Landlord not reentered the Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to prove for and obtain as damages by reason of the termination of this lease or reentry on the Premises for the default of Tenant under this lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater than any of the sums referred to in Section 24.01. Notwithstanding any provisions of this lease to the contrary, Landlord shall not be liable to Tenant, and Tenant

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shall not be liable to Landlord, for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages to Landlord for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises), even if arising from any act, omission or negligence of such party or from the breach by such party of its obligations under this lease.

24.03. Intentionally Omitted.

24.04. In addition, if this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of Article 23, Tenant agrees that:

(a) the Premises then shall be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration of the term hereof;

(b) Tenant shall have performed prior to any such termination any covenant of Tenant contained in this lease for the making of any Alterations or for restoring or rebuilding the Premises or any part thereof; and

(c) for the breach of any covenant of Tenant set forth above in this Section 24.04, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay, as and for liquidated damages therefor, the cost of performing such covenant (as estimated by a reputable independent contractor selected by Landlord).

24.05. In addition to any other remedies Landlord may have under this lease, and without reducing or adversely affecting any of Landlord’s rights and remedies under Article 22, if any installment of Fixed Rent or of any Additional Charges payable hereunder by Tenant to Landlord is not paid within five (5) Business Days after the due date thereof, the same shall bear interest at the Interest Rate from the due date thereof until paid, and the amount of such interest shall be an Additional Charge hereunder. For the purposes of this Section 24.04, a rent bill sent by first class mail, to the address to which notices are to be given under this lease, shall be deemed a proper demand for the payment of the amounts set forth therein. To the extent that Tenant is required under this lease to make any payments directly to third parties on behalf of Landlord, Tenant shall be responsible for any late charges or interest imposed by such third parties in the event that Tenant does not make such payments in a timely manner.

ARTICLE 25

Affirmative Waivers

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25.01. Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or future law, to redeem the Premises or to have a continuance of this lease after being dispossessed or ejected therefrom by process of law or under the terms of this lease or after the termination of this lease as provided in this lease.

25.02. If Tenant shall be in default, after the expiration of any applicable notice and grace periods, in the payment of Fixed Rent or Additional Charges, Tenant waives Tenant’s right, if any, to designate the items to which any payments made by Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items which any such payments shall be credited.

25.03. Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, including, without limitation, any claim of injury or damage, and any emergency and other statutory remedy with respect thereto.

25.04. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Landlord to recover possession of the Premises (other than compulsory counterclaims), provided that nothing herein shall be deemed to preclude Tenant from bringing a separate action for any claim that Tenant may have hereunder.

ARTICLE 26

No Waivers

26.01. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this lease or of the right to exercise such election, and such right to insist upon strict performance shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord or tender by Tenant of Fixed Rent or partial payments thereof or Additional Charges or partial payments thereof with knowledge of breach by Tenant or Landlord, as the case may be, of any obligation of this lease shall not be deemed a waiver of such breach.

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26.02. If there be any agreement between Landlord and Tenant providing for the cancellation of this lease upon certain provisions or contingencies and/or an agreement for the renewal hereof at the expiration of the term, the right to such renewal or the execution of a renewal agreement between Landlord and Tenant prior to the expiration of the term shall not be considered an extension thereof or a vested right in Tenant to such further term so as to prevent Landlord from canceling this lease and any such extension thereof during the remainder of the original term; such privilege, if and when so exercised by Landlord, shall cancel and terminate this lease and any such renewal or extension; any right herein contained on the part of Landlord to cancel this lease shall continue during any extension or renewal hereof; any option on the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any option for a further extension beyond the first renewal or extended term, unless such additional options are expressly provided for herein.

ARTICLE 27

Curing Tenant’s Defaults

27.01. If Tenant shall default in the performance of any of Tenant’s obligations under this lease and such default continues after written notice and the expiration of the applicable grace period, if any, Landlord or any Superior Mortgagee without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant (provided such expense is commercially reasonable). If Landlord effects such cure by bonding any lien which Tenant is required to bond, Tenant shall obtain and substitute a bond for Landlord’s bond at its sole cost and expense and reimburse Landlord for the commercially reasonable cost of Landlord’s bond.

27.02. Bills for any reasonable actual out-of-pocket expenses incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable actual out-of-pocket costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder, under or in connection with this lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this lease, and interest on all sums advanced by Landlord under this Section 27.02 and/or Section 27.01 (at the Interest Rate or the maximum rate permitted by law, whichever is less) may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable (as Additional Charges) in accordance with the terms of such bills, but not sooner than thirty

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(30) days after the rendering of such bills, together with reasonable documentation with respect to such expenses. Notwithstanding anything to the contrary contained in this Section, Tenant shall have no obligation to pay the costs, expenses or disbursements of Landlord in any proceeding in which there shall have been rendered a final judgment against Landlord, and the time for appealing such final judgment shall have expired (the “Appeal Deadline”) and within thirty (30) days following the Appeal Deadline, Landlord shall reimburse to Tenant any amounts on account thereof that were previously paid by Tenant to any such party together with interest thereon at the Base Rate calculated from the date such amounts were paid by Tenant until the date on which Tenant is so reimbursed in full.

ARTICLE 28

Broker

28.01 Landlord and Tenant each covenant, warrant and represent that, except for Citigroup Global Markets, Inc. (“Broker”), no broker was instrumental in bringing about or consummating this lease and that it had no conversations or negotiations with any broker concerning the leasing of the Premises to Tenant. Tenant agrees to indemnify and hold harmless Landlord against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of any conversations or negotiations had by Tenant with any broker (including Broker). Landlord agrees to indemnify and hold harmless Tenant against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of conversations or negotiations had by Landlord with any broker other than Broker. The provisions of this Article 28 shall survive the expiration or earlier termination of this Lease.

ARTICLE 29

Notices

29.01. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made by either party to this lease or pursuant to any applicable law or requirement of public authority (collectively, “notices”) shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier

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(e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed as follows:

If to Landlord as follows:
	Attn:
with a copy to:
	Attn:
with a copy to:
	Attn:
If to Tenant as follows:
	Citigroup Realty Services
	One Court Square Long Island City, New York 11120
	Attn: Director of Real Estate
And
	Citigroup Inc.
	Corporate Law Department
	909 Third Avenue, 15th Floor New York, New York 10043
	Attn: Associate General Counsel of Real Estate

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with a copy to:
	Paul, Hastings, Janofsky & Walker LLP
	75 East 55th Street
	New York, New York 10022
	Attn: Dean A. Stiffle, Esq.

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third (3rd) Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Either party may, by notice as aforesaid, designate a different address or addresses for notices intended for it. Rent bills may be given by ordinary mail to Tenant’s first address above only, or to such other address as Tenant shall specify. Tenant may send proofs of payment of Additional Charges by ordinary mail to Landlord’s first address above only, or to such other address as Landlord shall specify.

29.02. Notices hereunder from Landlord may be given by Landlord’s managing agent, if one exists, or by Landlord’s attorney. Notices hereunder from Tenant may be given by Tenant’s attorney.

29.03. In addition to the foregoing, Landlord or Tenant may, from time to time, request in writing that the other party serve a copy of any notice on one other person or entity designated in such request, and Landlord shall also have the right to request in writing that Tenant serve a copy of any notice on any Superior Mortgagee, such service in any case to be effected as provided in Section 29.01 or 29.02.

29.04. All notices given by Landlord under Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

ARTICLE 30

Estoppel Certificates

30.01. Each party agrees, at any time and from time to time, as requested by the other party with not less than ten (10) Business Days’ prior notice, to execute and deliver to the other a statement in the form annexed hereto as Exhibit M-1 (with such other information concerning this lease as Landlord or any Superior Mortgagee may

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reasonably request), in the case of a statement to be delivered by Tenant, and in the form annexed hereto as Exhibit M-2 (with such other information concerning this lease as Tenant may reasonably request), in the case of a statement to be delivered by Landlord, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certificate and by others with whom such party may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to the party giving such statement being estopped from contradicting any of the statements made in such certificate.

ARTICLE 31

Memorandum of Lease

31.01. Tenant shall not record this lease, but contemporaneous herewith, Landlord and Tenant shall execute, acknowledge and deliver to other, and Tenant may record, a statutory form of memorandum with respect to this lease pursuant to the provisions of Section 291-C of the Real Property Law of the State of New York. Following the expiration of the term of this lease (as the same may be extended), Tenant shall enter into such documentation as is reasonably required by Landlord in form reasonably acceptable to Tenant to remove the memorandum of record. The form of memorandum of lease annexed hereto as Exhibit R is hereby approved by both Landlord and Tenant for purposes of this Article 31.

ARTICLE 32

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith.

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ARTICLE 33

Easements

33.01. So long as Tenant is a Citibank Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the purposes of (i) extending the sidewalks and/or closing off streets adjacent to Premises, and (ii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the improvements, if any, to be constructed on that certain land located in Long Island City, New York more particular shown as Phase I and Phase II on Exhibit S annexed hereto (the “Adjacent Parcel”) (which easements, at the election of Tenant, may run with the land) so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements do not materially adversely affect Landlord’s ability to operate the Building as a multi-tenant building or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of item (ii), the Adjacent Parcel is owned, controlled or occupied by Citibank, N.A. or any of its Affiliates, and Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall cause any Superior Mortgagee to subordinate the lien of its mortgage or deed of trust thereto.

ARTICLE 34

Holdover

34.01. (a) In the event this lease is not renewed or extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration of the term of this lease (it being agreed that Tenant shall not be deemed holding over by the mere fact that Tenant’s Property and/or Specialty Alterations remain in the Premises after the expiration of the term of this lease), the parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the term shall be under a month-to-month tenancy commencing on the first day after the expiration of the term of this lease, which tenancy shall be upon all of the terms set forth in this lease except Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying (i) the greater of (A) one-twelfth of the Fixed Rent payable by Tenant during the last year of the term of this lease (i.e., the year immediately prior to the holdover period) or (B) an amount equal to the then market rental value for the Premises, taking into account all relevant factors, by (ii) one hundred ten (110%) percent for the first month of such month-to-month tenancy, one hundred fifteen (115%) percent for the next two months of such month-to-month tenancy, one

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hundred twenty-five (125%) percent for the next three months of such month-to-month tenancy, and one hundred fifty (150%) percent thereafter. Tenant may dispute such market rental value for the Premises as estimated by Landlord by giving notice to Landlord within, but in no event after, thirty (30) days after the giving of Landlord’s notice to Tenant (as to the giving of which notice to Landlord, time shall be deemed of the essence). Enclosed with such notice, Tenant shall be required to furnish to Landlord the written opinion of a reputable New York licensed real estate broker having leasing experience in the Borough of Manhattan, for a period of not less than ten (10) years setting forth said broker’s good faith opinion of the market rental value of the Premises. If Tenant and Landlord are unable to resolve any such dispute as to the market rental value for the Premises then such dispute shall be resolved by an independent arbitrator who shall be a real estate broker of similar qualifications and shall be selected from a listing of not less than three (3) brokers furnished by the Manhattan office of the American Arbitration Association (herein called the “AAA”) (or any successor thereto) to Tenant and Landlord (at the request of either Landlord or Tenant). If Landlord and Tenant are unable to agree upon the selection of the individual arbitrator from such listing, then the first arbitrator so listed by the Manhattan office of the AAA (or any successor thereto) shall be conclusively presumed to have been selected by both Landlord and Tenant and the decision of such arbitrator shall be conclusive and binding upon the parties as to the market rental value for the Premises. Pending the determination of the market rental value of the Premises upon the expiration of the term of this lease, Tenant shall pay to Landlord as Fixed Rent an amount computed in accordance with clause (A) or (B) of this Section 34.01(a) (as Landlord shall then elect), and upon determination of the market rental value of the Premises in accordance with the preceding provisions hereof appropriate adjustments and payments shall be effected. In the event that Landlord shall have elected to charge Tenant Fixed Rent in an amount computed in accordance with clause (B) of this Section 34.01(a), then that portion of such Fixed Rent (herein called the “Holdover Stub Amount”) that is the difference between (1) the Fixed Rent computed in accordance with clause (B) of this Section 34.01(a) and (2) the Fixed Rent computed in accordance with clause (A) of this Section 34.01(a), shall be held in escrow by a reputable law firm designated by Landlord pending the determination of the market rental value of the Premises in accordance with the preceding provisions hereof, and any interest earned on such Holdover Stub Amount shall be added to and follow that portion of the Holdover Stub Amount that is paid to Landlord and/or Tenant in accordance with the decision of the arbitrator making such determination. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the original term of this lease or after the expiration of any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above.

(b) Notwithstanding anything to the contrary contained in this lease, the acceptance of any rent paid by Tenant pursuant to Section 34.01(a) shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction

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proceeding, or from collecting any amounts (including, without limitation, reasonable counsel fees) payable by Tenant pursuant to Section 27.02 in connection with any such holdover or summary eviction proceeding, and the preceding sentence shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 223-c of the Real Property Law of the State of New York but in no event shall Tenant be responsible to the Landlord for any monetary damages, including, without limitation, any consequential, punitive, special or speculative damages of any kind, lost profits or like damages alleged to have occurred as a result of any breach of this Lease, if any, suffered by the Landlord by reason of the Tenant’s holdover in the Premises.

ARTICLE 35

Miscellaneous Provisions and Definitions

35.01. Modifications. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. As set forth in the proviso contained in Section 7.05(a), 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, THE NAMED TENANT AND ANY SUBSEQUENT ASSIGNOR OF THIS LEASE SHALL NOT BE LIABLE FOR ANY SUCH INCREASE OR DECREASE UNLESS IT HAS GIVEN ITS WRITTEN CONSENT THERETO.

35.02. Successors and Assigns. Except as otherwise expressly provided in this lease, the obligations of this lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.

35.03. Limitation on Liability. Tenant shall look only to Landlord’s estate and property in the Real Property (which shall be deemed to include the proceeds of any insurance (net of any required expenditures under this lease made by Landlord), condemnation (after all required expenditures under this lease made by Landlord), sale or refinancing proceeds received by Landlord with respect to the Real Property) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and otherwise no other property or assets of Landlord or any

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property or assets of its partners, officers, directors, shareholders or principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, with respect to any sale, all undisputed Landlord Reimbursement Amounts and other amounts that are then payable by Landlord to Tenant under this lease and/or the Original Lease and that remain outstanding as of the closing date of such sale shall be paid to Tenant prior to or concurrently with such closing, and either (x) if the parties shall have been unable to resolve any outstanding disputes with respect to any Landlord Reimbursement Amounts or other such amounts that are payable by Landlord to Tenant under this lease, Landlord shall place an amount equal to the aggregate of any such amounts which are the subject of such dispute into escrow with a reputable law firm or title company reasonably acceptable to Landlord and Tenant prior to or concurrently with such closing, and to be held for disbursement pending the resolution of such dispute (with any interest earned on such amounts to be added to and follow that portion of such amounts that is paid to Landlord and/or Tenant in accordance with the decision of the arbitrator(s) making such determination), with all undisputed amounts to be paid at or prior to the closing, or (y) the purchaser (in the event of a sale) shall assume the obligation of Landlord with respect to any such disputed Landlord Reimbursement Amounts and other amounts that are payable by Landlord to Tenant under this lease. Further, any contract respecting such sale must provide for an assumption by purchaser of the contingent liability for the unaccrued portion of Landlord Reimbursement Amounts. The obligations of Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Tenant.

35.04. (a) Force Majeure; Abatement. Except as expressly provided in this lease, Tenant and Landlord shall have no liability whatsoever to the other because (i) Tenant or Landlord, as the case may be, is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Tenant’s or Landlord’s reasonable control, as the case may be; or (ii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Tenant’s or Landlord’s reasonable control (the foregoing circumstances described in this Section 35.04 being herein called “Force Majeure Causes”). In no event shall lack of funds be deemed a Force Majeure Cause, nor shall any matter be deemed to be beyond a party’s reasonable control if the same could be remedied by the satisfaction of a lien, judgment or other monetary obligation. The provisions of this Section 35.04 shall not extend (a) any obligation of Landlord or Tenant to pay money, (b) Tenant’s obligation to vacate the Premises or any applicable portion thereof at the end of the term of this lease

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applicable thereto, (c) any obligation in respect of which this lease provides that time is of the essence with respect to a particular date or period, or the provisions of this lease expressly limit the amount of time by which such obligation shall be excused by reason of Force Majeure Causes (d) any date that is expressly set forth in this lease on which Tenant or Landlord, as the case may be, must furnish any notice or information, make any election or exercise any right.

(b) Notwithstanding anything to the contrary contained in this lease, but subject to the provisions of Article 19 and 20 to the extent applicable, if the Premises or any portion thereof is rendered “untenantable,” as such term is hereinafter defined, and Tenant ceases the operation of its business within such portion of the Premises, except for Disaster Functions (herein called the “Abatement Threshold Requirement”), and such portion of the Premises is rendered “untenantable” as the result of either: (i) Landlord’s failure to provide the services required to be provided by Landlord hereunder or (ii) Landlord’s failure to perform the repairs, replacements and maintenance required to be performed by Landlord hereunder; or (iii) the performance of any work, repairs, alterations or improvements by Landlord or a third party authorized by Landlord, and the same is not due to (A) the act or omission (where there is a duty to act) of Tenant, its, agents, representatives, contractors or employees or (B) casualty or condemnation, and Tenant furnishes a notice to Landlord (herein called the “Abatement Notice”) certifying that the Abatement Threshold Requirement has been met, which notice shall contain a statement in bold type and capital letters stating “THIS IS AN ABATEMENT NOTICE” as a condition to the effectiveness thereof, then Fixed Rent and Additional Charges payable with respect to the portion of the Premises so affected shall be abated on a per diem basis for the period commencing on the second day the Premises are rendered untenantable and ending on the earlier of (1) the date Tenant reoccupies the affected portion of the Premises for the conduct of its business other than Disaster Functions, and (2) the date on which such portion of the Premises is no longer “untenantable”.

For purposes of this Section 35.04, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s business in a manner which is consistent with Tenant’s use within the thirty (30) day period prior to the occurrence of the condition in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation or return and other disaster recovery functions (collectively, “Disaster Functions”). If more than fifty percent (50%) of an entire Office Floor of the Premises shall be rendered untenantable in accordance with the foregoing definition, such entire Office Floor shall be deemed to be untenantable if in Tenant’s good faith judgment, its inability to use the untenantable portion of such floor for the normal conduct of Tenant’s business therein renders the entire floor unusable for the normal conduct of Tenant’s business therein in a manner which is consistent with

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Tenant’s use prior to the occurrence of the condition in question and Tenant ceases the operation of its business within such entire floor, except for Disaster Functions. In the event that more than fifty percent (50%) of the rentable area of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of the condition in question, and ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

35.05. Definitions. For the purposes of this lease, the following terms have the meanings indicated:

(a) The term “Business Day” shall mean any day that the New York Stock Exchange is open for business.

(b) The term “CPI” shall mean the Consumer Price Index for All Urban Consumers (“CPI-AUC”), New York, New York-Northeastern New Jersey, All Items (1982-1984=100), issued and published by the Bureau of Labor Statistics of the United States Department of Labor. In the event that CPI-AUC ceases to use a 1982-84 base rate of 100 as the basis of calculation, then the CPI-AUC shall be adjusted to the figure that would have been arrived at had the manner of computing the CPI-AUC in effect at the date of this lease not been altered. If CPI-AUC is not available or may not lawfully be used for the purposes herein stated, the term “CPI” shall mean (i) a successor or substitute index to CPI-AUC, appropriately adjusted; or (ii) if such a successor or substitute index is not available or may not lawfully be used for the purposes herein stated, a reliable governmental or other non-partisan publication, selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), evaluating the information theretofore used in determining CPI-AUC.

(c) The term “CPI Fraction shall mean as of each January 1st during the term of this lease (an “Adjustment Date”), a fraction (a) the numerator of which is the CPI for the month immediately preceding such Adjustment Date and (b) the denominator of which is the CPI for the month in which the immediately preceding Adjustment Date occurred.

(d) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee“ or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.

(e) The terms “Legal Requirements” and “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, town, county, borough and village governments, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public

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or quasi-public authorities having jurisdiction over the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force as well as the requirements under the Existing Agreements, as same may be hereinafter amended.

(f) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Premises, whether now or hereafter in force.

(g) The term “Tenant” shall mean the Tenant herein named or any assignee or other successor in interest (immediate or remote) of the Tenant herein named, which at the time in question is the owner of the Tenant’s estate and interest granted by this lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this lease or to relieve the Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of the Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this lease, unless Landlord and Tenant shall otherwise agree.

(h) The term “Landlord” shall mean only the owner at the time in question of Landlord’s interest in the Real Property or a lease of the Real Property, so that in the event of any transfer or transfers of Landlord’s interest in the Real Property or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this lease accruing after such transfer; provided, however, that such transferee has assumed and agreed in writing (or is required by an SNDA Agreement between such transferee and Tenant or by operation of law) to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this lease.

(i) The terms “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this lease as a whole, and not to any particular article or section, unless expressly so stated.

(j) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.

(k) The term “person” shall mean any natural person or persons, a partnership, a corporation, joint venture, estate, trust, unincorporated associated or any other form of business or legal association or entity or any federal, state, county or municipal government or any bureau, department or agency thereof.

(l) The term “Interest Rate,” when used in this lease, shall mean an interest rate equal to three (3%) percent above the so-called annual “Base Rate”

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of interest established and approved by Citibank, N.A., New York, New York (herein called the “Base Rate”), from time to time, as its interest rate charged for unsecured loans to its corporate customers, but in no event greater than the highest lawful rate from time to time in effect.

(m) The term “Hazardous Materials” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other hazardous substance or material, defined as such by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, CERCLA, RCRA and HMTA, as each of same may have been amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing.

35.06. Survival. Upon the expiration or other termination of this lease neither party shall have any further obligation or liability to the other except as otherwise expressly provided in this lease and except for such obligations as by their nature or under the circumstances can only be, or by the provisions of this lease, may be, performed after such expiration or other termination; and, in any event, unless otherwise expressly provided in this lease, any liability for a payment (including, without limitation, Additional Charges under Article 3 and unpaid Landlord Reimbursement Amounts) which shall have accrued to or with respect to any period ending at the time of, or in the case of Landlord Reimbursement Amounts, following, the expiration or other termination of this lease shall survive the expiration or other termination of this lease, subject to any deadlines expressly set forth in Article 3 or in any other applicable provision of this lease. In the event that Tenant shall be entitled to a refund or credit from Landlord hereunder at the time of the expiration or termination of the term of this lease, the amount of such refund or credit shall be paid to Tenant within thirty (30) days after such expiration or termination, unless otherwise expressly set forth in this lease, failing which any unpaid amount shall bear interest at the Interest Rate from the due date thereof until such amount is paid to Tenant.

35.07. (a) Requests for Consent. If Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that, except as expressly provided in this lease, Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. Notwithstanding the foregoing, Tenant shall not be deemed to have waived a claim for damages if there is a final judicial determination from which time for appeal has been exhausted that Landlord acted maliciously or in bad faith in exercising its judgment or withholding its consent or approval despite its agreement to act reasonably, in which case Tenant shall have the right to make a claim for the actual damages incurred by Tenant,

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but in no event shall Landlord, nor any partner, director, officer, principal, shareholder, agent, servant or employee of Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages. Tenant shall have the right to seek such a final judicial determination that Landlord acted maliciously or in bad faith without respect to whether Tenant pursued an action for specific performance or injunction, or whether Tenant pursued an arbitration relating to Landlord’s withholding of consent pursuant to any provision of this lease.

(b) If Tenant desires to determine any dispute between Landlord and Tenant as to the reasonableness of Landlord’s decision to refuse to consent or approve any item as to which Landlord has specifically agreed that its consent or approval shall not be unreasonably withheld, such dispute shall be settled and finally determined by arbitration in The City of New York in accordance with the following provisions of this Section 35.07(b). Within ten (10) Business Days next following the giving of any notice by Tenant stating that it wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice. If the two arbitrators shall fail to agree upon the designation of a third arbitrator within five (5) Business Days after the designation of the second arbitrator then either party may apply to the Manhattan office of the AAA for the designation of such arbitrator and if he or she is unable or refuses to act within ten (10) Business Days, then either party may apply to the Supreme Court in New York County or to any other court having jurisdiction for the designation of such arbitrator. The three arbitrators shall conduct such hearings as they deem appropriate, making their determination in writing and giving notice to Landlord and Tenant of their determination as soon as practicable, and if possible, within five (5) Business Days after the designation of the third arbitrator; the concurrence of or, in the event no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator designated, shall be binding upon Landlord and Tenant. Judgment upon any decision rendered in any arbitration held pursuant to this Section 35.07(b) shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 35.07(b), including the expenses and fees of any arbitrator selected by it in accordance with the provisions of this Section 35.07(b), and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions. The sole remedy which may be awarded by the arbitrators in any proceeding pursuant to this Section 35.07(b) is an order compelling Landlord to consent to or approve the matter in dispute, and the arbitrators may not award damages or grant any monetary award or any other form of relief. Any determination by the arbitrators that Landlord was unreasonable in refusing to grant its consent or approval as to the matter in dispute shall be deemed a granting of Landlord’s consent or approval, and upon receipt of the arbitrators’ determination, Tenant shall be authorized to take the action for which Landlord’s consent or approval was sought.

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35.08. Excavation upon Adjacent Land or Under the Building. If an excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then, subject to any applicable provisions of Article 16, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as said person shall deem reasonably necessary or desirable to preserve and protect the Building from injury or damage to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this lease. In the event that Landlord or its employees or contractors shall perform such excavation, Landlord shall use reasonable efforts to cause the foregoing to be performed in such a manner as to minimize any interference with Tenant’s operation of its business in the Premises and, Landlord shall indemnify Tenant from and against any and all claims arising from or in connection with the performance of such work, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

35.09. Governing Law; Severability; Captions; Rules of Interpretation; Independent Covenants; Gender. Irrespective of the place of execution or performance, this lease shall be governed by and construed in accordance with the laws of the State of New York. If any provisions of this lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this lease and the application of that provision to other persons or circumstances shall not be affected but rather shall remain valid and be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this lease are solely for convenience of references and shall not affect its interpretation. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Each covenant, agreement, obligation or other provision of this lease on Tenant’s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this lease. All terms and words used in this lease, shall be deemed to include any other number and any other gender as the context may require.

35.10. Time for Payment of Rent. If under the terms of this lease Tenant is obligated to pay Landlord a sum in addition to the Fixed Rent under the lease and no payment period therefor is specified, Tenant shall pay Landlord the amount due within thirty (30) days after being billed (accompanied by reasonable supporting documentation where such supporting documentation is required by an express provision of this lease). If any amount payable by Landlord to Tenant hereunder is not paid within five (5) Business Days after the due date thereof, unless otherwise set forth in any other provision of this lease, the same shall bear interest at the rate set forth in Section 24.05 from the due date thereof until such amount is paid to Tenant.

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35.11. (a) Heavy Materials and Equipment. Tenant shall not place a load upon any floor of the Premises which violates applicable law or the certificate of occupancy of the Building or which exceeds the floor load per square foot which such floor was designed to carry. All heavy material and/or equipment must be placed by Tenant, at Tenant’s expense, so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance, other than to a de minimis extent.

(b) If any safe, heavy equipment, freight or bulky matter to be moved into or out of the Building requires special handling, then Tenant shall, if and to the extent required by Legal Requirements, employ only Persons holding a Master Rigger’s license to do such work. All such work shall be done in full compliance with the Administrative Code of the City of New York and other Legal Requirements, and all such movements shall be made during hours which will least interfere with the normal operations of the Building. All damage caused by such movement shall be promptly repaired by Tenant at Tenant’s sole cost and expense.

35.12. Due Authorization; Execution and Delivery. Each party hereto represents and warrants to the other that this lease has been duly authorized, executed and delivered by such party. Landlord further represents and warrants that the Office of Foreign Assets Control of the United States Department of the Treasury has not listed Landlord or any of Landlord’s affiliates, or any person that controls, is controlled by, or is under common Control with Landlord, on its list of Specially Designated Nationals and Blocked Persons. Tenant further represents and warrants that the Office of Foreign Assets Control of the United States Department of the Treasury has not listed Tenant or any of Tenant’s Affiliates on its list of Specially Designated Nationals and Blocked Persons.

35.13. Sales Tax. If any sales or other tax is payable with respect to any cleaning, electricity or other services which Tenant obtains or contracts for directly from any third party or parties, Tenant shall file any required tax returns and shall pay any such tax, and Tenant shall indemnify and hold Landlord harmless from and against any loss, damage or liability suffered or incurred by Landlord on account thereof.

35.14. Standard for Consent. Whenever this lease provides that a party shall not unreasonably withhold its consent, such phrase shall be deemed to mean that such consent will not be unreasonably withheld, conditioned or delayed.

35.15. Meaning of Other “tenants”. Wherever references are made in this lease to any other “tenant” of the Building, such references shall be deemed to include any occupant occupying space in the Building, whether or not pursuant to a written agreement.

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35.16. Conflicts with Exhibits. Any conflicts between this lease and the exhibits to this lease shall be resolved in favor of this lease.

35.17. Temporary Takings. Any provision of this lease which prohibits or limits the use or occupancy of any part of the Premises by any government agency or department shall not apply with respect to any temporary taking or occupancy described in Article 20 hereof. Any provision of this lease which requires Tenant to indemnify or otherwise be responsible to Landlord or any other party for the acts or omissions of any occupant of the Premises shall not apply with respect to any government agency or department occupying any portion of the Premises or anyone occupying any portion of the Premises through or under such government agency or department in connection with any temporary taking or occupancy described in Article 20 hereof.

ARTICLE 36

Extension Terms

36.01. (a) For purposes hereof:

the term “First Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of five (5) years commencing on May 12, 2020 and ending on May 11, 2025;

the term “Second Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of five (5) years commencing on May 12, 2025 and ending on May 11, 2030. Tenant shall have the right to exercise the Second Five Year Option only if Tenant shall have exercised the First Five Year Option;

the term “Third Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”) of five (5) years commencing on May 12, 2030 and ending on May 11, 2035. Tenant shall have the right to exercise the Third Five Year Option only if Tenant shall have exercised the Second Five Year Option;

the term “Fourth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fourth Extension Term”) of five (5) years commencing on May 12, 2035 and ending on May 11, 2040. Tenant shall have the right to exercise the Fourth Five Year Option only if Tenant shall have exercised the Third Five Year Option;

the term “Fifth Five Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Fifth Extension Term”)

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of five (5) years commencing on May 12, 2040 and ending on May 11, 2045. Tenant shall have the right to exercise the Fifth Five Year Option only if Tenant shall have exercised the Fourth Five Year Option;

the term “Extension Option” shall mean the First Five Year Option or the Second Five Year Option or the Third Five Year Option or the Fourth Five Year Option or the Fifth Five Year Option, as the case may be;

the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term or the Fourth Extension Term or the Fifth Extension Term, as the case may be;

the term “Extension Premises” shall mean that portion of the Premises selected by Tenant and designated in the Extension Election Notice; provided, however, that Tenant only shall have the right to designate as the Extension Premises either:

(i) the entire Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice (the “Option One Extension Premises”); or

(ii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice, containing not less than three (3) full contiguous Office Floors on or above the 6^th floor of the Building, plus, if Tenant elects in Tenant’s sole discretion, all or any portion of the (w) retail space and/or storage space located in the lobby and/or concourse of the Building, (x) Retained Common Areas, (y) Mechanical Rooftop Areas, and (z) the 3^rd floor and/or 4^th floor and/or 50^th floor of the Building, whether or not the same shall be contiguous to any other portion of such Extension Premises (the “Option Two Extension Premises”); or

(iii) all or any portion of the Premises comprising retail space and/or storage space and located in the lobby and/or concourse areas of the Building as shown on Exhibit B-2 and Exhibit B-3 attached hereto (the “Option Three Extension Premises”).

Any Extension Election Notice which fails to designate as the Extension Premises one of the three options set forth in the immediately preceding sentence shall be deemed to constitute a designation of the Option One Extension Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least fifteen (15) months prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within fifteen (15) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant

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specifying its estimate of ninety-five percent (95%) of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”); provided, that, notwithstanding the foregoing, Landlord may elect to deliver a Rent Notice at any time prior to the date that is three hundred fifty (350) days prior to the expiration of the initial term of this lease or the then Extension Term, as the case may be, without regard to when Landlord actually received the Extension Election Notice. Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice whether it approves Landlord’s estimate of ninety-five percent (95%) of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of ninety-five percent (95%) of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an “Arbitration Notice” (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice, then Tenant shall have the option to either (i) rescind its exercise of the applicable Extension Option ab initio, in which case Tenant shall have no further rights to extend the term of this lease under this Article 36, (herein called “Option 1”) or (ii) extend the term of this lease one (1) time for a period of up to eighteen (18) months in six month multiples (i.e., Tenant may elect to extend the term for six (6), twelve (12) or eighteen (18) months), under the same terms as this lease, except that the Fixed Rent for the period so elected by Tenant shall be at the lower of (x) the Market Value Rent set forth in the Rent Notice (but in no event less than the Fixed Rent per square foot that was payable during the last month of the term of this lease or as of the end of then expiring Extension Term, as applicable (the “Escalated Rent”)), or (y) 105% of the Escalated Rent (herein called “Option 2”), and Tenant shall have no further rights under this Article 36. If Tenant gives a Revocation Notice before or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b) and has failed within ten (10) days of its receipt of Landlord’s Notice to either (i) elect Option 1 or Option 2, or (ii) in the case Tenant elects Option 2, specify a period for which

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Tenant desires to extend the term of this lease, then in either such case, Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise require, and except as hereinafter set forth with respect to an extension of the term of this lease with respect to less than the entire Premises, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Fifth Extension Term;

(B) the Fixed Rent for each Extension Term shall be an amount equal to ninety-five percent (95%) of the then Market Value Rent as determined in accordance with this Article 36;

(C) if Tenant designates as the Extension Premises less than the entire Premises then demised by this lease, Tenant’s Share shall be reduced to represent a fraction, the numerator of which is the number of rentable square feet in the Extension Premises and the denominator of which shall be 1,401,609;

(D) Article 3 of this lease shall be modified so that Tenant’s obligation with respect to Operating Expenses and Taxes shall be limited to Tenant’s Share of the increases in such amounts over a base year that corresponds to the applicable Extension Term (e.g., with respect to the First Extension Term the base year for Operating Expenses would be calendar year 2020 and the base year for taxes would be the New York City fiscal tax year commencing July 1, 2020 and ending June 30, 2021);

(E) Tenant’s Chilled Water Allocation and Tenant’s Condenser Water Allocation shall be proportionately reduced; and

(F) Tenant shall not be entitled to any abatement of Fixed Rent or Additional Charges or any work allowance, and Landlord shall not be obligated to perform any work to prepare the Extension Premises for Tenant’s occupancy during the applicable Extension Term.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall

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elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

36.03. (a) If Tenant delivered an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days prior to the commencement of the applicable Extension Term to reach agreement on ninety-five percent (95%) of the Market Value Rent. If Landlord and Tenant do not reach agreement on ninety-five percent (95%) of the Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the commencement of the applicable Extension Term. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term. Ninety-five percent (95%) of the Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and ninety-five percent (95%) of the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be

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made to the determination of ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of ninety-five percent (95%) of the Market Value Rent for the Extension Premises during the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as ninety-five percent (95%) of the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of ninety-five percent (95%) of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of ninety-five percent (95%) of the Market Value Rent, then ninety-five percent (95%) of the Market Value Rent shall be deemed to be the average of the two determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value as ninety-five percent (95%) of the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be ninety-five percent (95%) of the Market Value Rent of the Extension Premises during the applicable Extension Term.

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be

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conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings.

(e) In the event the aforesaid arbitration process is initiated, then as of the commencement date of the applicable Extension Term, Tenant shall pay the amount equal to the average of Landlord’s Submitted Value and Tenant’s Submitted Value and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement date of applicable Extension Term. Overpayments shall be paid by Landlord to Tenant and underpayments shall be paid by Tenant to Landlord promptly after such determination, in both cases, together with interest thereon at the Base Rate.

36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall take into account all relevant factors and shall be based upon the rents that an unaffiliated third party would be willing to pay to Landlord to a term comparable to the applicable Extension Term for the applicable Extension Premises on all of the same terms and conditions which the Extension Premises will be leased to Tenant pursuant to the terms of this Article 36.

36.05. In the event that Tenant exercises any Extension Option with respect to less than the entire Premises then demised by this lease in accordance with the applicable provisions hereof, then effective as of the Expiration Date of the initial term of this lease or the applicable Extension Term, as the case may be, the provisions of this lease governing the respective rights and obligations of Landlord and Tenant as of the expiration of the term of this lease (including, without limitation, the provisions of Article 21 and Article 34 shall apply with full force and effect to the portion of the Premises that has been omitted by Tenant from the Extension Premises.

ARTICLE 37

Arbitration

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37.01. Either party may request arbitration of any matter in dispute which, pursuant to the terms of this lease, expressly allows such dispute to be resolved by arbitration, in which case, except as provided to the contrary elsewhere in this lease, the following procedures shall apply. The party desiring such arbitration shall give notice to the other party. If the parties shall not have agreed on a choice of an arbitrator within fifteen (15) days after the service of such notice, then each party shall, within ten (10) days thereafter appoint an arbitrator, and advise the other party of the arbitrator so appointed. A third arbitrator shall, within ten (10) days following the appointment of the two (2) arbitrators, be appointed by the two arbitrators so appointed or by the AAA, if the two arbitrators are unable, within such ten (10) day period, to agree on the third arbitrator. If either party fails to appoint an arbitrator (the “Failing Party”), the other party shall provide an additional notice to the Failing Party requiring the Failing Party’s appointment of an arbitrator within five (5) Business Days after the Failing Party’s receipt thereof. If the Failing Party fails to notify the other party of the appointment of its arbitrator within such five (5) Business Day period, the appointment of the second arbitrator shall be made by the AAA in the same manner as hereinabove provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder are unable to agree upon such appointment. The three (3) arbitrators shall render a resolution of said dispute or make the determination in question. In the absence, failure, refusal or inability of the AAA to act within twenty (20) days, then either party, on behalf of both, may apply to a Justice of the Supreme Court of New York, New York County, for the appointment of the third arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment. In the event of the absence, failure, refusal or inability of an arbitrator to act, a successor shall be appointed within ten (10) days as hereinbefore provided. Any arbitrator acting under this Article 37 in connection with any matter shall be experienced in the issue with which the arbitration is concerned and shall have been actively engaged in such field for a period of at least ten (10) years before the date of his appointment as arbitrator hereunder.

37.02. All arbitrators chosen or appointed pursuant to this Article 37 shall (a) be sworn fairly and impartially to perform their respective duties as such arbitrator, and (b) not be an employee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entity that controls, is controlled by or is under common control with Landlord or Tenant. Within sixty (60) days after the appointment of such arbitrators, such arbitrators shall determine the matter which is the subject of the arbitration and shall issue a written opinion. The decision of the arbitrators shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction. Landlord and Tenant shall each pay (i) the fees and expenses of the arbitrator selected by it, and (ii) fifty (50%) percent of the fees and expenses of the arbitrator appointed by the AAA. The losing party shall reimburse the prevailing party for the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration. Each party shall have a right to present evidence to the arbitrators, produce

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witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration.

37.03. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do waive, any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. For such period, if any, that this agreement to arbitrate is not legally binding or the arbitrator’s award is not legally enforceable, the provisions requiring arbitration shall be deemed deleted, and matters to be determined by arbitration shall be subject to litigation.

37.04. Any dispute which is required by this lease to be resolved by expedited arbitration shall be submitted to binding arbitration under the Expedited Procedures provisions (currently, Rules 56 through 60) of the Arbitration Rules of the Real Estate Industry of the AAA. In cases where the parties utilize such expedited arbitration: (a) the parties will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule 54 (except that any objection shall be made within four (4) days from the date of mailing), (b) the Notice of Hearing shall be given four (4) days in advance of the hearing, (c) the first hearing shall be held within seven (7) Business Days after the appointment of the arbitrator, (d) if the arbitrator shall find that a party acted unreasonably in withholding or delaying a consent or approval, such consent or approval shall be deemed granted (but the arbitrator shall not have the right to award damages, unless the arbitrator shall find that such party acted in bad faith), and (e) the losing party in such arbitration shall pay the arbitration costs charged by the AAA and/or the arbitrator, together with the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration.

37.05. Arbitration hearings hereunder shall be held in New York County. The arbitrators shall, in rendering any decision pursuant to this Article 37, answer only the specific question or questions presented to them. In answering such question or questions (and rendering their decision), the arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions.

37.06. Judgment may be had on the decision and award of an arbitrator rendered pursuant to the provisions of this Article 37 and may be enforced in accordance with the laws of the State of New York.

37.07. The provisions of this Article 37 shall not be applicable to any arbitration conducted pursuant to Article 34 or Article 36.

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ARTICLE 38

Confidentiality; Press Releases

38.01. Landlord acknowledges that it may have access to certain confidential information of Tenant concerning Tenant’s businesses, facilities, operations, plans, proprietary software, technology, and products (“Confidential Information”). Confidential Information shall not include any information that is available to the general public (e.g., SEC filings). Landlord agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law (including, without limitation, any plans and specifications, drawings or other like items which must be submitted to or filed with any governmental agency), judicial proceeding or to its attorneys, accountants, and other advisors and mortgagees and prospective purchasers of the Real Property, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of Tenant’s Confidential Information or any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of such Confidential Information and the terms and conditions of this lease (in each case, except as permitted hereby). Tenant agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law, judicial proceeding or to its attorneys, accountants, and other advisors, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of the terms and conditions of this lease (except as permitted hereby). The obligations of Landlord and Tenant under this Section 38.01 shall survive the expiration or termination of this lease.

38.02. Neither party hereto may issue (or cause to be issued) a press release or written statement to the press with respect or concerning this lease or the terms hereof without the express consent of the other party hereto. Notwithstanding the foregoing, either party shall be permitted to issue any such press release or written statement that is necessary in order to comply with Legal Requirements. Furthermore, upon notice from Tenant that any of Landlord’s advertisements or press releases are not consistent with Tenant’s corporate policies relating to public relations, Landlord shall endeavor to cause its advertisements and press releases to be consistent with Tenant’s corporate policies relating to public relations to the extent same are commercially reasonable.

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ARTICLE 39

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the Rooftop Mechanical Areas (which constitutes part of the Premises), including without limitation the rights to use the Rooftop Mechanical Areas and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems) (herein collectively called “Rooftop Equipment”), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements (herein called a “Third Party Rooftop License”) to third parties for the use of the Rooftop Mechanical Areas and installation of equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom. During the term of this lease, Landlord reserves the right to lease and/or license space on the roof of the Building (other than the Rooftop Mechanical Areas), for the operation of radio, telecommunication, and other equipment by other tenants and licensees (herein called “Landlord’s Rooftop Equipment”); provided, however, that (x) no Landlord Rooftop Equipment shall interfere with Tenant’s or any of Tenant’s licensees installation, operation, maintenance, or repair of the Rooftop Equipment, or (ii) such other lease or license shall not cause a breach of any Third Party Rooftop License (items (i) and (ii) are collectively referred to as a “Rooftop Violation”). If any of Landlord’s Rooftop Equipment interferes with or disturbs Tenant’s use of the Roof Top Mechanical Areas, including the use thereof by any licensee under a Third Party Rooftop License, then following demand by Tenant, Landlord shall promptly relocate all or a portion of Landlord’s Rooftop Equipment to another area on the roof designated by Tenant. Such relocation shall be at Landlord’s sole cost and expense unless such interference or disturbance arises as the result of the installation by Tenant or any other licensee under a Third Party Rooftop License, subsequent to the installation of Landlord’s Rooftop Equipment, in which event Landlord’s Rooftop Equipment shall not be relocated. If Tenant shall determine, in its reasonable judgment, that any of the Landlord’s Rooftop Equipment will cause a Rooftop Violation, then, if Landlord after a reasonable time period (which in no event will exceed a period of time that is ten (10) Business Days prior to the expiration of any applicable cure period under a Third Party Rooftop License), Landlord, at its sole cost and expense, shall remove Landlord’s Rooftop Equipment from the roof of the Building and, Landlord may, at Landlord’s

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option, but subject to Tenant’s approval, replace or relocate Landlord’s Rooftop Equipment such that it does not cause a Rooftop Violation.

ARTICLE 40

Back-Up Power System

40.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install on any one or more portions of the Premises, including any Retained Common Areas (together with any shaftways, closets and conduits of the Building), and thereafter maintain, repair, and operate: (i) one or more battery-powered uninterruptible power systems, including, without limitation, the Liebert UPS currently located within the Fifth Floor Mechanical Rooms (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”) and (ii) one or more diesel generators and chiller units, including the one (1) Caterpillar 1500 KW diesel stand-by generator currently located within the Fifth Floor Mechanical Rooms (herein collectively called the “Diesel Generator”), in a portion or portions of the Premises designated by Tenant (herein called the “Generator Area”, the UPS Battery System and the Diesel Generator are sometimes herein collectively called the “Back-Up Power System”; the UPS Area and the Generator Area are sometimes herein collectively called the “Back-Up Power System Area”); provided that in connection with such installation of the Back-Up Power System Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

(ii) Tenant shall promptly repair any damage caused to the Back-Up Power System Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees;

(iii) Tenant will, and does hereby, indemnify and save harmless Landlord from and against: (A) any and all claims, reasonable counsel fees, demands, damages, expenses or losses by reason of any liens, orders, claims or charges resulting from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System installed by Tenant pursuant to the provisions of this Article; and (B) any and all claims, costs, demands, expenses, fees or suits arising out of accidents, damage, injury or loss to any and all persons and property, or either, whomsoever, or whatsoever resulting from or arising in connection with the erection, installation, maintenance, operation and repair of the

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Back-Up Power System installed by Tenant pursuant to the provisions of this Article, except in the case of both (A) and (B) above to the extent occasioned by the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iv) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property in connection with the Back-Up Power System.

(b) Intentionally Omitted.

(c) If, due to Legal Requirements, Tenant shall not be permitted to maintain the Diesel Generator in the Generator Area initially demised hereunder (herein called the “Initial Generator Area”) for any reason whatsoever, Tenant shall have the right, on reasonable prior notice to Landlord, to substitute alternate space in the Building for the Initial Generator Area (herein called the “Substitute Generator Area”), which Substitute Generator Area proposed by Tenant shall be subject to the reasonable approval of Landlord, and provided that (i) notwithstanding the foregoing, Tenant shall maintain the Diesel Generator in the Initial Generator Area until the Substitute Generator Area shall be located outside the Premises unless no other space shall be available in the Building for the installation of the Diesel Generator or it shall be impractical to locate same outside the Premises, (ii) the Substitute Generator Area shall be of an adequate size and configuration to permit operation of the Back-Up Power System in the same manner in which the same was operated prior to such substitution, (iii) Tenant shall, at Tenant’s sole cost and expense, either relocate the Diesel Generator and all related equipment to the Substitute Generator Area or furnish and install in the Substitute Generator Area a Diesel Generator and all related equipment required to operate the Back-Up Power System at least equal in kind, quality and condition to those contained in the Initial Generator Area at the time such notice of requested substitution is given by Tenant, and Tenant, at Tenant’s sole cost and expense, shall perform all connections and other work required to operate the Back-Up Power System in the same manner in which the same was operated immediately prior to such relocation or if the same shall not be in compliance with applicable Legal Requirements, to the fullest extent possible after effecting compliance with applicable Legal Requirements, it being understood and agreed that notwithstanding anything to the contrary contained herein, Tenant shall be permitted to maintain and operate the Diesel Generator in the Initial Generator Area until Tenant can operate the Back-Up Power System from the Substitute Generator Area in the same manner in which the same was operated immediately prior to such relocation or if the same shall not be in compliance with applicable Legal Requirements, to the fullest extent possible after effecting compliance with applicable Legal Requirements, (iv) Tenant shall, at Tenant’s sole cost and expense, procure all permits and approvals required in connection with such relocation and any modifications to the Certificate of Occupancy for the Building to permit the Substitute Generator Area

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to be used for the installation and operation of the Diesel Generator (and Landlord shall cooperate with Tenant in connection with obtaining any such permit, approval or modification (including assisting and/or joining Tenant in any application or similar instrument), and Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with Landlord’s actions related to this Section 40.01(c) other than any such claims arising from Landlord’s negligence or willful misconduct, and (v) such relocation and other work shall be performed in a manner that any interruption of the power supplied by the Back-Up Power System to Tenant’s equipment shall be minimized to the extent commercially practicable. Notwithstanding anything to the contrary contained in this lease, Tenant shall not be obligated to pay any additional Fixed Rent with respect to the Substitute Generator Area if the same shall be located within a portion of the Premises on which Tenant is already paying Fixed Rent. From and after the date that Tenant shall actually vacate and surrender the Initial Generator Area to Landlord, this lease shall no longer apply to the Initial Generator Area and shall apply to the Substitute Generator Area as if the Substitute Generator Area had been originally demised under this lease. Except as hereinabove expressly set forth, Landlord shall not have the right, subject to any applicable Legal Requirements, to require Tenant to relocate the Diesel Generator from the Initial Generator Area.

40.02. Tenant, its contractors, agents or employees shall have access to that portion or portions of the Back-Up Power System Area located outside of the Premises in order to install, maintain, test, use, operate and replace the Back-Up Power System, upon reasonable advance notice to Landlord and upon the following terms and conditions:

(a) Any damage to the Building or to the personal property of Landlord or other tenants of the Building arising as a result of such access shall be repaired and restored, at Tenant’s sole cost, to the condition existing prior to such access except to the extent such damage is the result of the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(b) Tenant shall indemnify and hold Landlord harmless from and against any liability, damage or loss arising from such access except to the extent such damage is the result of the negligence or willful misconduct of Landlord, its agents, contractors or employees.

40.03. Landlord and Tenant acknowledge that Tenant does not have its own source of fuel to operate the Diesel Generator. Accordingly, for so long as Tenant uses either the Initial Generator Area or the Substitute Generator Area for the Diesel Generator, Landlord, at Tenant’s cost equal to Landlord’s actual cost therefor, shall provide to Tenant fuel for the operation of the Diesel Generator (herein called the “Generator Fuel”), from the existing fuel storage tanks (herein called the “Storage Tanks”) and the existing fuel pumping system (herein called the “Pumping System”); provided, however that Landlord shall not be obligated to provide Generator Fuel to

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Tenant in excess of the amount required to operate one (1) 1500 KW diesel generator and provided further that Landlord shall have no liability to Tenant hereunder if Landlord shall be unable to provide the Generator Fuel to Tenant under any applicable Legal Requirements or due to Landlord’s inability, after reasonable efforts, to secure any permit required for Landlord to supply the Generator Fuel to Tenant, or if the supply of the Generator Fuel is interrupted due to emergency, mechanical breakdowns or interruptions in the supply of fuel to the Building. Landlord shall maintain the Storage Tanks and the Pumping System in compliance with Legal Requirements and in working order throughout the term of this lease, and shall make all necessary repairs or replacements thereof as may be necessary in connection therewith. Landlord, at reasonable times on reasonable prior notice, shall permit Tenant to inspect and test the Storage Tanks and the Pumping System. Tenant shall reimburse Landlord for the actual cost of providing the Generator Fuel and any actual additional out-of-pocket costs incurred by Landlord in connection with providing the Generator Fuel to Tenant, including any actual costs incurred by Landlord to obtain any permits required in connection therewith and any taxes or surcharges imposed on Landlord in connection with the resale of fuel to Tenant, which costs shall be payable as Additional Charges hereunder within thirty (30) days after demand accompanied by reasonable documentation of such costs.

40.04. Tenant shall have the right to tie into the Building’s BMS system for purposes of monitoring the Back-Up Power System and any Tenant’s supplemental heating, ventilating or air-conditioning system, which tie-in will be performed by Landlord’s contractor at Tenant’s cost and expense, which cost and expense shall not exceed the amount that would otherwise be charged to Landlord by its contractor for such work if such work was being performed for Landlord’s own account.

40.05. Tenant shall have the right, at its sole cost and expense, to replace the two (2) Chillers with a larger unit or units subject to and in accordance with the applicable provisions of Article 11.

40.06. Landlord hereby acknowledges and consents to the existing connection of certain Tenant’s systems (including the Back-Up Power System) to Landlord’s emergency generator system for the Building (such emergency generator system being referred to herein collectively as the “Emergency Generator System”), which Landlord acknowledges is required in connection with the operation of the Back-Up Power System. Further, Landlord shall not unreasonably withhold, condition, or delay Landlord’s consent to an Alteration consisting of the connecting of additional Tenant’s systems, or alteration of Tenant’s existing connections, to the Emergency Generator System. The Emergency Generator System is comprised of, and Landlord acknowledges it shall at all times consist of no less than the functional equivalent to, (i) the 270 ton and 450 ton Trane chillers located on the 5^th floor of the Building (the “Chillers”), and (ii) the 1500 KW diesel emergency generator located on the 5^th floor of the Building that provides emergency lighting and life-safety to the Building, including the Premises. Notwithstanding anything to the contrary contained herein, Landlord

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acknowledges and agrees that during any period that Consolidated Edison (or other applicable utility company) is not furnishing electricity to the Building, Tenant shall have the exclusive use of, and shall be entitled to all chilled water generated by, the Chillers. Landlord shall maintain the Emergency Generator System in compliance with Legal Requirements and in working order (in accordance with its current performance specifications as set forth in the Maintenance Schedule or better), and Landlord shall test the Emergency Generator System in accordance with the Maintenance Schedule. Landlord shall notify Tenant of the date(s) on which Landlord’s tests of the Emergency Generator System will be conducted and permit Tenant to consult with Landlord in connection with, and accompany Landlord during, such tests. Tenant acknowledges that Landlord shall have no obligation or responsibility of any nature whatsoever to Tenant if the Emergency Generator System fails to provide emergency power and/or chilled water to Tenant as required or otherwise damages Tenant’s systems, except to the extent resulting from Landlord’s negligence or willful misconduct or that of its agents, contractors or employees. Tenant’s right to connect Tenant’s aforesaid systems to the Emergency Generator System shall be at no charge. Tenant shall not be obligated to pay any fees or other costs to Landlord in connection with Tenant’s connection to and use of the Emergency Generator System except as part of Tenant’s Operating Payment but only to the extent such costs are otherwise includible in Operating Expenses.

ARTICLE 41

Benefits Cooperation

41.01. Landlord agrees to reasonably cooperate with Tenant in connection with any application by Tenant (or by any subtenant of Tenant) for any real estate tax or utility benefits or other benefits, credits or incentives, including, without limitation, any Industrial Commercial Incentive Program (ICIP) benefits (herein collectively called “Benefits”) as may be available from the City or State of New York, or any governmental agency, quasi-governmental agency or any public utility or alternate provider, including the execution and filing of any documentation that may be required for the receipt of such Benefits and/or for any such Benefits to be paid by Landlord to Tenant, as hereinafter provided. Landlord further agrees that Tenant shall be entitled to one hundred percent (100%) of such Benefits that Landlord or the Premises shall receive as a result of Tenant’s use of the Premises or any Leasehold Improvements or other Alterations performed by or on behalf of Tenant, whether during the term of this lease or prior. Such cooperation by Landlord shall include, without limitation, the execution of any necessary or appropriate modification to this lease, if and to the extent any such approval shall be required and shall not adversely affect any of the rights or benefits of Landlord or increase the obligations or liabilities of Landlord under this lease (except to a de minimis extent, Landlord hereby agreeing that the obligation to provide notices to the City or State of New York or to any such agency, utility or provider shall in and of itself

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constitute a de minimis obligation). Tenant agrees that (a) to the extent that Landlord shall incur any reasonable out-of-pocket expense in connection with such cooperation (including, without limitation, reasonable legal and other professional fees and all reasonable costs incurred in obtaining State and City tax rulings regarding any such Benefits transaction), Tenant shall reimburse Landlord for such expense as Additional Charges hereunder and (b) Tenant agrees to indemnify and hold harmless Landlord with respect to any liability incurred by Landlord by reason of such cooperation unless caused by the wrongful acts or omissions of Landlord or its agents, employees, representatives or contractors.

ARTICLE 42

Tenant’s Right of Self-Help and Offset

42.01. (a) Subject to the provisions of this Article 42, if Landlord fails to perform or provide in accordance with the provisions of this lease any item of work, maintenance, or repair or service with respect to (i) items that are exclusively located within the Premises or (ii) items which exclusively serve the Premises, Tenant shall have the right (but not the obligation) to perform and fulfill Landlord’s obligation with respect thereto (and Tenant shall have access to those portions of the Real Property and Building outside of the Premises which service the Premises in order to do so). The extent of the work performed by Tenant in curing any such default by Landlord shall not exceed the work that is reasonably necessary to effectuate such remedy and the cost of such work shall be reasonably prudent and economical under the circumstances; provided that if Tenant shall in good faith competitively bid such work (but Tenant shall have no obligation hereunder to bid such work) to at least three (3) bidders, then the middle bid obtained shall be deemed to be reasonably prudent and economical. Notwithstanding anything to the contrary contained herein, Tenant shall not be entitled to cure any default of Landlord if (A) such cure requires access to the premises of other tenants or occupants of the Building unless Tenant shall have first obtained the prior written consent of any such tenant or occupant, or (B) the performance of such cure would require access to Building systems that service tenants other than Tenant or in addition to Tenant or would impair or disrupt services to the tenants of the Building, unless, in either case, Tenant shall have first obtained the prior written consent of such other tenants of the Building and Tenant shall have submitted copies of such consent(s) to Landlord before entering such space or accessing Building systems, as the case may be. The defaults of Landlord that Tenant is permitted to cure in accordance with the provisions of this Section 42.01(a) are hereinafter referred to as “Self-Help Items.”

(b) If Tenant believes that Landlord has failed to perform any Self-Help Item as required by this lease, Tenant may give Landlord a notice (herein called the “Self-Help Notice”) of Tenant’s intention to perform such Self-Help Item on

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Landlord’s behalf, which notice shall contain a statement in bold type and capital letters stating “THIS IS A SELF-HELP NOTICE” as a condition to the effectiveness thereof. If Landlord fails within two (2) Business Days after its receipt of such Self-Help Notice (or within one (1) Business Day after its receipt of such Self-Help Notice in the event that such failure is causing a material disruption of Tenant’s business) to either (i) commence (and thereafter continue to diligently perform) the cure of such Self-Help Item or (ii) give a notice to Tenant (herein called “Landlord’s Self-Help Dispute Notice”) disputing Tenant’s right to perform the cure of such Self-Help Item pursuant to the terms of this Article 42, Tenant shall have the right, but not the obligation, to commence and thereafter diligently prosecute the cure of such Self-Help Item in accordance with the provisions of this Article 42 at any time thereafter, but prior to the date on which Landlord either commences to cure such Self-Help Item or gives to Tenant a Landlord’s Self-Help Dispute Notice. If either (A) within such two (2) Business Day period (or one (1) Business Day period, if applicable) or at any time thereafter prior to the date on which Tenant commences to cure such Self-Help Item, Landlord gives a Landlord’s Self-Help Dispute Notice, or (B) Tenant disputes whether Landlord has commenced to cure or is diligently proceeding with the cure of such Self-Help Item, Tenant may commence an arbitration by the American Arbitration Association pursuant to its Guidelines for Expedited Arbitration (herein called a “Self-Help Arbitration”). Such arbitration shall make a determination as to either (1) whether Landlord has failed to commence or has been and is then continuing to fail to diligently prosecute the Self-Help Item in question or (2) whether Tenant has the right pursuant to the terms of this Article 42 to cure such Self-Help Item. If Tenant shall prevail in such arbitration, Tenant may perform the cure of such Self-Help Item. Upon completion of the cure of such Self-Help Item, as provided herein, by Tenant, Tenant shall give notice thereof (the “Self-Help Item Completion Notice”) to Landlord (which notice shall contain a statement in bold type and capital letters stating “THIS IS A SELF-HELP ITEM COMPLETION NOTICE” as a condition to the effectiveness thereof), together with a copy of paid invoices setting forth the reasonable costs and expenses incurred by Tenant to complete such Self-Help Item (herein called the “Self-Help Amount”). Landlord shall reimburse Tenant in the amount of the Self-Help Amount within thirty (30) days after receipt of Tenant’s Self-Help Item Completion Notice, together with interest thereon at the Base Rate from the date same were incurred through the date of reimbursement. In the event that Landlord shall fail to pay the Self-Help Amount within such thirty (30) day period, Tenant shall be entitled to offset the Self-Help Amount, together with interest thereon at the Base Rate from the date same were incurred through the date of offset, against Fixed Rent and Additional Charges thereafter coming due under this lease. Notwithstanding the foregoing, Tenant shall not have the right to credit such amount against the Fixed Rent and Additional Charges thereafter coming due hereunder if Landlord initiates a Self-Help Arbitration, if and to the extent that such Self-Help Arbitration challenges the Self-Help Amount claimed by Tenant. If and to the extent that Tenant prevails in such Self-Help Arbitration, Tenant shall have the right to credit against the Fixed Rent and Additional Charges thereafter coming due hereunder (with interest at the Base Rate from the expiration of the above-referenced thirty (30) day period until the date that such credit is taken) any portion of the

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finally determined Self-Help Amount not theretofore paid to Tenant or taken as a credit by Tenant. Notwithstanding anything to the contrary contained herein, in the event that Landlord shall dispute Tenant’s right to perform the cure of any Self-Help Item by giving a Landlord’s Self-Help Dispute Notice in accordance with the procedures set forth in this Section 44.01, Tenant shall nevertheless have the right to perform the cure of such Self-Help Item pending the resolution of such dispute in the event that any further delay in the performance of such cure would cause a material disruption of Tenant’s business; provided, however, that Landlord shall not be obligated to make payment of the Self-Help Amount (or any interest thereon), nor shall Tenant have the offset rights hereinabove described, unless and until such dispute is resolved (pursuant to a Self-Help Arbitration or otherwise) in Tenant’s favor (and in such event such Self-Help Amount shall be in the amount so determined pursuant to such resolution), and provided further that subject to Section 9.04, Tenant shall indemnify Landlord and each Landlord Party from and against any and all claims arising from or in connection with the exercise of its rights under this Article 42, including, without limitation, any claims made by any other tenants or occupants of the Building, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

42.02. With respect to any Self-Help Item to which Tenant is effectuating a cure pursuant to this Article 42, Landlord shall sign, to the extent required, all applicable applications for building permits within two (2) Business Days following Tenant’s submission of such applications.

42.03. The provisions of this Article 42 shall not limit Tenant’s rights under Article 46, and any conflict or inconsistency between said Articles shall be governed by Article 46.

ARTICLE 43

Leasehold Mortgages

43.01. As used herein, the term “Leasehold Mortgage” shall mean any bona fide mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) intended to grant security for any obligation (including a purchase-money or other promissory note) encumbering Tenant’s leasehold estate hereunder, as entered into, renewed, modified, consolidated, amended, extended or assigned from time to time during the term of this lease. Notwithstanding anything contained in Article 7 or any other provision of this lease to the contrary, Tenant’s interest in this lease and the leasehold interest created hereby may at any time and from time to time be, directly or indirectly, subjected to one or more Leasehold Mortgages upon prior notice to Landlord, but without the consent of Landlord, and Tenant’s interest in this lease may at any time, directly or indirectly, be assigned to a

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Leasehold Mortgagee (as hereinafter defined) as collateral security; provided, that notwithstanding anything to the contrary contained in this Article 43 or elsewhere in this lease: (i) no Leasehold Mortgage or any extension thereof shall be a lien or encumbrance upon the estate or interest of Landlord in and to the Premises (collectively, the “Superior Interests“); (ii) such Leasehold Mortgage shall be subject and subordinate at all times to such Superior Interests; and (iii) there shall be no obligation of Landlord whatsoever to subordinate its interest in any of the Superior Interests to any Leasehold Mortgage or to “join in” any Leasehold Mortgage. In addition, Tenant may assign any or all subleases entered into by Tenant in accordance with Article 7 to a Leasehold Mortgagee as collateral security for the obligations of Tenant under such mortgage. No such mortgage shall be valid or of any force or effect unless and until a true copy of the original of each instrument creating and effecting such mortgage and written notice containing the name and post office address of the Leasehold Mortgagee thereunder shall have been delivered to Landlord. Any Leasehold Mortgage which does not conform to the provisions of this Article 43 shall be deemed to be null and void ab initio. As used herein, the term “Leasehold Mortgagee” shall mean the holder of a Leasehold Mortgage that is in the business of making commercial loans.

43.02. (a) If Tenant shall mortgage its interest in this lease and the leasehold interest created hereby, Landlord shall give to each Leasehold Mortgagee whose name and address shall have theretofore been provided to Landlord, a copy of each notice of default by Tenant and each notice of termination of this lease at the same time as, and whenever, any such notice of default or notice of termination shall thereafter be given by Landlord to Tenant, and no such notice of default or notice of termination by Landlord shall be deemed to have been duly given to Tenant unless and until a copy thereof shall have been so given to each such Leasehold Mortgagee. Each Leasehold Mortgagee shall (A) thereupon have a period of 10 Business Days more in the case of a default in the payment of Fixed Rent or Additional Charges and 30 days more in the case of any other default which is capable of being cured by the Leasehold Mortgagee, after notice of such default is given to such Leasehold Mortgagee, for curing the default, causing the same to be cured by Tenant or otherwise, or causing action to cure a default to be commenced, than is given Tenant after such notice is given to it, and (B) within such period and otherwise as herein provided, have the right to cure such default, cause the same to be cured by Tenant or otherwise or cause an action to cure a default to be commenced, and, subject to Section 43.03, Landlord shall not have the right to terminate this lease under the provisions of Article 22 or to reenter the Premises under the provisions of Article 23, or to otherwise terminate this lease, reenter the Premises or exercise any other rights or remedies under this lease by reason of a default by Tenant, until the cure period has expired without a cure having been made; provided however that nothing contained herein shall be deemed to impose upon any Leasehold Mortgagee the obligation to perform any obligation of Tenant under this lease or to remedy any default by Tenant hereunder. Landlord shall accept performance by a Leasehold Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant. Notwithstanding anything to

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the contrary contained herein, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this lease.

(b) Notwithstanding the provisions of Section 43.02(a) Landlord shall not have the right to terminate this lease under the provisions of Article 22 or to reenter the Premises under the provisions of Article 23, or to otherwise terminate this lease, reenter the Premises or exercise any other rights or remedies under this lease by reason of a default by Tenant, as long as:

(i) a Leasehold Mortgagee, in good faith, shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Force Majeure Causes, which for purposes of this Section 43.02(b) shall include causes beyond the control of such Leasehold Mortgagee instead of causes beyond the control of Tenant, or

(ii) if possession of the Premises is required in order to cure the default in question, a Leasehold Mortgagee, in good faith, (A) shall have entered into possession of the Premises with the permission of Tenant for such purpose or (B) shall have notified Landlord of its intention to institute foreclosure proceedings to obtain possession directly or through a receiver, and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives an assignment of this lease in lieu of foreclosure from Tenant, and, upon obtaining possession pursuant to clause (A) or clause (B) above, commences promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity (subject to Force Majeure Causes), or

(iii) if the Leasehold Mortgagee is the holder of the Leasehold Mortgage in question by collateral assignment and the foreclosure of its collateral assignment is required in order to act under clause (i) or clause (ii) above, a Leasehold Mortgagee, in good faith, shall have notified Landlord of its intention to institute proceedings to foreclose such collateral assignment and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives a direct and absolute assignment from the assignor under the collateral assignment of its interest in such mortgage, in lieu of foreclosure, and upon the completion of such foreclosure or the obtaining of such assignment commences promptly to act under clause (i) or clause (ii) above, or

(iv) a Leasehold Mortgagee, in good faith, shall have proceeded pursuant to clause (ii) or clause (iii) above and during the period such

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Leasehold Mortgagee is proceeding pursuant to clause (ii) or clause (iii) above, such default is cured;

provided, that the Leasehold Mortgagee shall have delivered to Landlord its written agreement to take the action described in clause (i), clause (ii) or clause (iii) above and, subject to the provisions of Section 43.02(d), shall have assumed the obligation to cure the default in question and that during the period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Tenant under this lease, to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods. Notwithstanding the foregoing, at any time after the delivery of the aforementioned agreement, the Leasehold Mortgagee may notify Landlord, in writing, that it has relinquished possession of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and in such event, the Leasehold Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to Landlord (except for any obligations assumed by the Leasehold Mortgagee and accruing prior to the date it delivers such notice) and thereupon, Landlord shall give notice thereof to the next Leasehold Mortgagee entitled to such notice under Section 43.03(e). Unless such default has been cured or Tenant’s time period to cure under Section 22.02 has not expired as of the date that is ten (10) days after the giving of such notice to such other Leasehold Mortgagee, Landlord shall thereafter have the unrestricted right, subject to and in accordance with all of the terms and provisions of this lease, to terminate this lease and to take any other action it deems appropriate by reason of any default by Tenant, and upon any such termination the provisions of Section 43.03 shall apply. For all purposes of this lease, the term “foreclosure proceedings” shall include, in addition to proceedings to foreclose a mortgage, where applicable, any foreclosure or similar proceedings commenced by a collateral assignee thereof with respect to its collateral assignment.

(c) From and after the date upon which Landlord receives notice of any mortgage by Tenant of its interest in this lease, Landlord and Tenant shall not modify or amend this lease in any respect or cancel or terminate this lease other than as provided herein without the prior written consent of the Leasehold Mortgagee(s) specified in such notice.

(d) Notwithstanding anything contained in Section 43.02(b) or elsewhere in this lease to the contrary, any default of Tenant under any provision of this lease which would not be susceptible of being cured by the Leasehold Mortgagee, even after completion of foreclosure proceedings or the Leasehold Mortgagee otherwise acquiring title to Tenant’s interest in this lease, shall be treated as if it were a default for which “possession of the Premises is required in order to cure” for purposes of clause (ii) of Section 43.02(b) and shall be automatically waived by Landlord upon the occurrence of the events described in clause (ii) or clause (iii) of Section 43.02(b), provided that during the pendency of such events all of the other obligations of Tenant under this lease,

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to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods. Notwithstanding anything in Section 43.02(b) to the contrary, no Leasehold Mortgagee shall have any obligation to cure any such default described above nor shall any Leasehold Mortgagee be required to agree in writing to cure such default in order to proceed under clause (ii) or clause (iii) of Section 43.02(b).

43.03. (a) In case of termination of this lease under the provisions of Article 22 or otherwise, or a reentry into the Premises under the provisions of Article 23 or otherwise, Landlord, subject to the provisions of Section 43.03(e), shall give prompt notice thereof to each Leasehold Mortgagee under a Leasehold Mortgage whose name and address shall have theretofore been given to Landlord, which notice shall be given as provided in Section 43.02(a). Landlord, on written request of such Leasehold Mortgagee made any time within fifteen (15) days after the giving of such notice by Landlord and at such Leasehold Mortgagee’s expense, shall execute and deliver within fifteen (15) days thereafter a new lease of the Premises to the Leasehold Mortgagee, or its nominee or designee, for the remainder of the term of this lease, upon all the covenants, conditions, limitations and agreements herein contained; provided that the Leasehold Mortgagee or its nominee or designee shall (i) pay to Landlord, simultaneously with the delivery of such new lease, all unpaid Fixed Rent and Additional Charges due under this lease up to and including the date of the commencement of the term of such new lease and all expenses including, without limitation, reasonable attorneys’ fees and disbursements and court costs, incurred by Landlord in connection with the default by Tenant, the termination of this lease and the preparation of the new lease, and (ii) deliver to Landlord a statement, in writing, acknowledging that Landlord, by entering into a new lease with the Leasehold Mortgagee or its nominee or designee, shall not have or be deemed to have waived any rights or remedies with respect to defaults existing under this lease, notwithstanding that any such defaults existed prior to the execution of the new lease, and that the breached obligations which gave rise to the defaults and which are susceptible of being cured by Leasehold Mortgagee or its nominee or designee are also obligations under said new lease, but such statement shall be subject to the proviso that the applicable grace periods, if any, provided under the new lease for curing such obligations shall begin to run as of the first day of the term of said new lease

(b) Any such new lease and the leasehold estate thereby created shall, subject to the same conditions contained in this lease, continue to maintain the same priority and protection as this lease with regard to any mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence (or if such new lease cannot, as a matter of law, continue to maintain such priority and protection, Landlord shall not terminate this lease on account of Tenant’s default, and both Landlord and Tenant shall cooperate with the Leasehold Mortgagee (and/or its nominee or designee) to effectuate an assignment of this lease by Tenant to the Leasehold Mortgagee (or its nominee or designee) such that the resulting lease between Landlord and the Leasehold Mortgagee (or such nominee or designee) will maintain such priority and

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protection). Concurrently with the execution and delivery of such new lease, Landlord shall assign to the tenant named therein all of its right, title and interest in and to moneys, if any, then held by or payable to Landlord which Tenant would have been entitled to receive but for the termination of this lease or Landlord’s exercise of its rights under Article 22 or 23.

(c) Upon the execution and delivery of a new lease under this Section 43.03, all subleases of the Premises which have become direct leases between Landlord and the sublessee thereunder pursuant to Section 7.07(b) or pursuant to a Landlord’s Non-Disturbance Agreement entered into by Landlord with such sublessee shall thereupon be assigned and transferred by Landlord to the tenant named in such new lease, and Landlord shall enter into Landlord’s Non-Disturbance Agreements with respect to any such subleases that became a direct lease with Landlord pursuant to a pre-existing Landlord’s Non-Disturbance Agreement. Between the date of termination of this lease and the earlier of (i) the date of execution and delivery of the new lease and (ii) the date such Leasehold Mortgagee’s option to request a new lease pursuant to this Section 43.03 expires if such Leasehold Mortgagee does not exercise such option, Landlord shall not enter into any new leases or subleases of the Premises, cancel or modify any then existing subleases, or accept any cancellation, termination or surrender thereof without the written consent of the Leasehold Mortgagee.

(d) Notwithstanding anything contained in this Section 43.03 to the contrary, a Leasehold Mortgagee shall have no obligation to cure any default by Tenant under any provision of this lease which is not susceptible of being cured.

(e) If there is more than one Leasehold Mortgage, Landlord shall recognize the Leasehold Mortgagee whose mortgage is senior in lien (or any other Leasehold Mortgagee designated by the Leasehold Mortgagee whose mortgage is senior in lien) as the Leasehold Mortgagee entitled to the rights afforded by Section 43.02 and this Section 43.03 for so long as such Leasehold Mortgagee shall be exercising its rights under this lease with respect thereto with reasonable diligence, subject to Force Majeure Causes, and thereafter Landlord shall give notice that such Leasehold Mortgagee has failed or ceased to so exercise its rights to the Leasehold Mortgagee whose mortgage is next most senior in lien (and so on with respect to each succeeding Leasehold Mortgagee that is given such notice and either fails or ceases to so exercise its rights), and then only such Leasehold Mortgagee whose mortgage is next most senior in lien shall be recognized by Landlord, unless such Leasehold Mortgagee has designated a Leasehold Mortgagee whose mortgage is junior in lien to exercise such right. If the parties shall not agree on which Leasehold Mortgage is prior in lien, such dispute shall be determined by a then current certificate of title issued by a title insurance company licensed to do business in the State of New York chosen by Landlord, and such determination shall bind the parties.

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(f) Notwithstanding anything to the contrary contained herein, Landlord shall not commence an action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) of Section 24.01 prior to the date upon which the rights of any Leasehold Mortgagee to cure Tenant’s default and to request and receive a new lease have expired.

43.04. (a) Notwithstanding anything to the contrary herein, any foreclosure under any Leasehold Mortgage, or any exercise of rights or remedies under or pursuant to any Leasehold Mortgage, including the appointment of a receiver, shall not be deemed to violate this lease or, in and of itself, entitle Landlord to exercise any rights or remedies. Notwithstanding any other provision of this lease to the contrary, this lease may be assigned (i) by Tenant to a Leasehold Mortgagee (or its nominee or designee) at any time that Tenant is in default under this lease or under such Leasehold Mortgage and (ii) by a Leasehold Mortgagee (or its nominee or designee) at a foreclosure sale or by an assignment in lieu thereof, in either case without the consent of Landlord, and the provisions of Article 7 shall be inapplicable to any such assignment.

(b) In the event of any lawsuit, arbitration, appraisal or other dispute resolution proceeding, or any proceeding relating to the determination of rent or any component thereof, between Landlord and Tenant, (i) Landlord shall notify each Leasehold Mortgagee of whom Landlord shall have been given notice of the commencement thereof, which notice shall enclose copies of all notices, papers, and other documents related to such proceeding to the extent given or received by Landlord, and (ii) except to the extent provided otherwise in the Leasehold Mortgage, each Leasehold Mortgagee shall be entitled to participate in such proceeding. Such participation may, to the extent so desired by the Leasehold Mortgagee, include (x) receiving copies of all notices, demands, and other written communications and documents at the same time they are served upon or delivered to Tenant, (y) filing any papers contemplated or permitted by such proceedings, and (z) attending and participating in all hearings, meetings, and other sessions or proceedings relating to such dispute resolution.

(c) Any insurance policies required to be maintained by Landlord under this lease shall name as additional insureds any Leasehold Mortgagees whose name and address shall have theretofore been provided to Landlord.

(d) Any assignment of subleases and/or the rents thereunder (i.e., an assignment of rents and leases) given to a Leasehold Mortgagee and/or any security interest in equipment or any other personal property given to a Leasehold Mortgagee shall, for all purposes of this lease be deemed to be “collateral to” a mortgage and made “in connection with” a mortgage, notwithstanding that such assignment or security interest secures an obligation to the Leasehold Mortgagee that is different from, or in addition to, that secured by the mortgage held by such Leasehold Mortgagee.

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(e) Tenant’s making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this lease, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this lease, be deemed to be an assignee or transferee of this lease so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant’s obligations hereunder except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of Tenant’s leasehold estate pursuant to a foreclosure or other exercise of rights or remedies under its Leasehold Mortgage (as distinct from its rights under this lease to cure defaults of Tenant hereunder). Notwithstanding anything to the contrary contained in this lease, no Leasehold Mortgagee, or any person acting for or on behalf of a Leasehold Mortgagee, or any person acquiring Tenant’s leasehold estate pursuant to any foreclosure or other exercise of a Leasehold Mortgagee’s rights under its Leasehold Mortgage, shall have any liability under or with respect to this lease or a new lease except during such period as such person is Tenant under this lease or a new lease. Notwithstanding anything to the contrary herein, such person’s liability shall not in any event extend beyond its interest in this lease or a new lease and shall terminate upon such person’s assignment or abandonment of this lease or the new lease.

(f) No Leasehold Mortgage shall affect or reduce any rights or obligations of either party under this lease. All such rights and obligations shall continue in full force and effect notwithstanding any Leasehold Mortgage.

(g) There shall be no limitation whatsoever on the amount or nature of any obligation secured by a Leasehold Mortgage, the purpose for which the proceeds of any such financing may be applied, the nature or character of any Leasehold Mortgagee, the subsequent assignment, transfer or hypothecation of any Leasehold Mortgage, or the creation of participation or syndication interests with respect to any Leasehold Mortgage.

(h) If any actual or prospective Leasehold Mortgagee requires any modification(s) of this lease, then Landlord shall, at Tenant’s or such Leasehold Mortgagee’s request and expense, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification(s) as such actual or prospective Leasehold Mortgagee shall require, provided that such modification(s) do not in any way alter the rent payable hereunder or the term hereof, or adversely affect Landlord’s rights or increase Landlord’s obligations hereunder to more than a de minimis extent.

(i) Landlord shall, at Tenant’s request and expense, acknowledge receipt of the name and address of any Leasehold Mortgagee (or proposed Leasehold Mortgagee) and confirm to such party that such party is or would be, upon closing of its loan, a Leasehold Mortgagee with all rights of a Leasehold Mortgagee under this lease, which acknowledgment shall, if requested, be in recordable form.

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(j) Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, Landlord shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the intentions of the parties with respect to Leasehold Mortgages as set forth in this lease, including a separate written instrument in recordable form signed and acknowledged by Landlord setting forth and confirming, directly for the benefit of specified Leasehold Mortgagee(s), any or all rights of Leasehold Mortgagees

(k) If a Leasehold Mortgagee’s Leasehold Mortgage expressly limits such Leasehold Mortgagee’s exercise of any rights and protections provided for in this lease, then as between Tenant and such Leasehold Mortgagee the terms of such Leasehold Mortgage shall govern. A Leasehold Mortgagee may, by notice to Landlord, temporarily or permanently waive any specified rights of a Leasehold Mortgagee under this lease, and any such waiver shall be effective in accordance with its terms, but any such waiver shall not bind any subsequent Leasehold Mortgagee under a subsequent Leasehold Mortgage unless Landlord has relied to its detriment upon the initial waiver. Tenant’s default as mortgagor under a Leasehold Mortgage shall not constitute a default under this lease except to the extent that Tenant’s actions or failure to act in and of itself constitutes a breach of its obligations under this lease.

ARTICLE 44

Right Of First Offer To Purchase

44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall

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not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response, and if Tenant fails to respond to such request within said ten (10) Business Day period, such contemplated sale of ownership interests shall not be deemed to constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a)).

(b) Among other matters, the Offer Contract shall incorporate the following (“Terms”):

(i) a closing date that is thirty (30) days following the date of the Offer Contract;

(ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant;

(iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and

(iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and other than any liens existing on the date of this lease and any liens created or arising from the acts of Tenant or its agents, or anyone claiming by or through such parties).

44.02. (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the

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purchase price to be paid by the prospective buyer shall be no less than ninety-five percent (95%) of the Offer Price taking into account all material relevant economic matters, including, without limitation, the payment of the purchase price in its entirety in cash (subject to any assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within six (6) months after the date of Tenant’s refusal or deemed refusal to purchase, and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice.

(b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not less than ten (10) Business Days following a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith.

44.03. Tenant’s rights granted under this Article 44 shall not apply to any Permitted Transfer (as such term is defined in the Original Lease.

44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease, any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant or its assignee or subtenant.

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44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of sale submitted hereunder (except that Tenant may disclose such information (i) to such of its executive officers, employees and professional advisors as are reasonably required in connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to this Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive).

44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate.

44.07. Tenant’s rights with respect to the Offered Property under this Article 44 are subject to the conditions that at the time of the exercise of Tenant’s election, Citibank Tenant is the then Tenant under this lease and satisfies the Minimum Leasing Requirement, failing which, the provisions of this Article 44 shall be deemed null and void and of no further force and effect.

ARTICLE 45

Original Lease

45.01. Landlord and Tenant hereby covenant and agree that from and after the date hereof (the “Restated Commencement Date”), the Original Lease shall be of no further force or effect and the Original Lease and any and all amendments and modifications thereto and understandings in connection therewith, whether oral or written, shall be collectively merged, restated and amended in their entirety pursuant to this lease. Notwithstanding anything contained herein to the contrary, this restatement and amendment of the Original Lease shall have no effect whatsoever on the rights and obligations of Landlord and Tenant accruing thereunder for the period on or prior to the Restated Commencement Date, including, without limitation, Landlord’s obligation to reimburse Tenant for all unpaid Landlord Reimbursement Amounts (as defined in the Original Lease) whether or not the amount of Landlord Reimbursement Amounts is determinable as of the Restated Commencement Date and Tenant’s corresponding right to offset any unpaid Landlord Reimbursement Amounts against Fixed Rent and

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Additional Charges hereunder and for purposes thereof all the provisions of Article 3 of the Original Lease specifically relating thereto are incorporated herein by reference, and all such rights and obligations shall survive the Restated Commencement Date and the expiration of this lease, it being understood and agreed that the Original Lease is not being terminated hereby, but merely restated and amended, and thereby superseded from and after the Restated Commencement Date. This lease does not constitute, and is not entered into pursuant to, the exercise of any renewal option that may be contained in the Original Lease.

ARTICLE 46

Cafeteria

46.01. ***[Tenant, through a third-party operator, operates a cafeteria (herein called the “Cafeteria”) on the third (3^rd) floor of the Building.]***⁹ If requested by Landlord but subject to Tenant’s consent, Landlord’s payment of the Cafeteria Charge and the other terms and conditions set forth in this Article 46, Tenant shall permit the Cafeteria to be used by other tenants of the Building but only for so long as Tenant continues to operate the Cafeteria for its own use. Tenant shall not unreasonably withhold its consent to make the Cafeteria available to such other tenants in the Building; provided, that, Tenant shall not be deemed to have unreasonably withheld its consent to permit such use by other tenants, if (i) in Tenant’s sole judgment, the Cafeteria does not have sufficient capacity to accommodate other tenants in the Building, it being understood and agreed that, among other things, Tenant may take into account any supplemental use of the Cafeteria by any of Citibank Tenant’s employees occupying space at the Adjacent Parcel, (ii) any such other tenant is a competitor of any Citibank Tenant, (iii) the use of the Cafeteria by persons other than employees of a Citibank Tenant would be a violation of any Citibank Tenant’s corporate policy, and (vi) for any other reasonable reason. To the extent consented to by Tenant, such other tenants of the Building shall have the right to use the Cafeteria on the same basis and at the same rates for food charged to Tenant and Tenant’s employees.

46.02. Tenant shall have no obligation to (i) continue to operate the Cafeteria and/or (ii) continue to make the Cafeteria available to other tenants in the Building if Tenant, in its sole judgment, determines that the Cafeteria does not have sufficient capacity as set for in clause (i) of Section 46.01, and, Tenant may elect, in its sole discretion, upon written notice to Landlord (herein called a “Closing Notice”), to cease to (i) operate the Cafeteria or (ii) make the Cafeteria available to other tenants of

⁹ If as of the Surrender Date Tenant is no longer operating the Cafeteria, Article 46 should be deleted.

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the Building, effective at any time during the term of the lease without liability of any kind to Landlord (and Landlord will indemnify Tenant with respect to any claims made by other tenants of the Building), such effective date to be set forth in the Closing Notice.

46.03. The term “Cafeteria Charge” shall mean the fees payable by Landlord for the use of the Cafeteria by other tenants in the Building as is mutually agreed to by Landlord and Tenant. Landlord and Tenant shall in good faith attempt to agree on the Cafeteria Charge, which determination shall take into account the fact that Tenant pays for all costs of operating, equipping and maintaining the cafeteria as well as Fixed Rent and Additional Charges respecting the space in which the Cafeteria is located. Any dispute between Landlord and Tenant as to whether to the Cafeteria Charge shall be resolved by arbitration in accordance with the provisions of Article 37.

[signature page follows]

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

                                                                                     , Landlord

By:

Name:

Title:

CITIBANK, N.A., Tenant

By:

Name:

Title:

Tenant’s Federal Identification Number:

SCHEDULE 1

Fixed Rent Schedule¹⁰

¹⁰ To be completed based on the premises being demised at the Fixed Rent per rsf set forth in the Original Lease.

SCH-1

SCHEDULE 2

Employees

Employee	Job Title
Marchewka, Teresa	Cleaning Supervisor ( Local 32)
Abukar, Shueyb	Bathroom Porter(32)-42fl to 34th
Acosta, Gloria	Cleaning Person(32)-12 fl&91/2
Acosta, Maria E.	Cleaning Person(32)-35fl & 341/2
Barbosa, Lazaro	Rotunda&Outside Porter(32)
Berdecia, Lisandra	Cleaning Person(32)-50,61/2&Clevel
Bicic, Ismeta	Day Matron-Bathroom Attendant
Bullock, Charles J.	Bathroom Porter(32)-25fl to 17th
Castillo, Alexandra	Cleaning Person(32)-49th & 47th fl
Contreras, Rafael	Bathroom Porter(32)-33 to 25th fl
Chumbiauca, Nelly E.	Cleaning Person(32)-15th & 311/2 fl
Coffey, Deborah	Freight Elev.Operator(32)
Cuartas, Daira	Cleaning Person(32)-20th&211/2fl
Delgado, Francisco	Utility Porter(32)
Diaz, Obdulio	Loading Dock Trash Porter(32)
Dusj, Paska	Cleaning Person(32)-41fl & 421/2 fl
Dusta, Ljuljduraj	Cleaning Person(32)-26th &251/2fl
Dyndor, Janina	Cleaning Person(32)-40th &421/2 fl
Eley, Archie	Bathroom Porter(32)-16th to 7th fl
Feliz, Luz Maria	Cleaning Person(32)-33rd &311/2fl
Fernandez, Jose A.	Lobby Marble Porter(32)
Frederique, Laurette	Cleaning Person(32)-19th &211/2fl
Giraldo, Maria T.	Cleaning Person(32)-44th &281/2fl
Grdoc, Minire	Cleaning Person(32)-32nd &431/2fl
Karaduzovic, Fadila	Cleaning Person(32)-30th & 341/2fl
Kearse, Richard S.	Utility Porter(32)
Kohen, Nesim	Utility Porter(32)
Maqellara, Shkumbim	Bathroom Attendant(32)
Martinez, Carlos	Cafeteria&Branch Bank Porter
Martinez, Carmen L.	Cleaning Person(32)-10th&91/2 fl
Mocanu, Mitrita	Cleaning Person(32)-23rd & 171/2fl
Montero, Carlos	Tenant Porter(32)
Morales, Juan	Bathroom Porter(32)-50fl to 42nd
Mrkulic, Nedzad J.	Bathroom Porter(32)-L/R&H/R
Mrkulic, Sehrija	Cleaning Person(32)-8th & 71/2fl
Osorio, Orlando J.	Lobby&Elev.Cars Porter(32)
Quiroz, Luis	Specialty Services Porter(32)
Rasim, Nezirovski	Freight/Rubbish Operator(32)
Reci, Sabajdin	Loading Dock Trash Porter(32)
Rickheeram, Mootiram	Foreman
Rivas, Maria	Cleaning Person(32)-48th & 46thfl
Rivas, Oscar	Garbage Bins/Moving Boxes
Rodriguez, Altagracia	Cleaning Person(32)-24th & 61/2fl
Rodriguez, Cristina	Cleaning Person(32)-45th&431/2fl
Rodriguez, Sylvia C.	Cleaning Person(32)-18th&171/2fl
Rojas, Blanca I.	Rojas,Blanca(32)-11th&141/2fl

S-2-1

Saljihi, Agron	Working Foreman(32)
Salvador, Mario	Tenant Porter(32)
Sanchez, Mirna E.	Cleaning Person(32)-37th&381/2fl
Stojanovski, Branko	Recycling
Sulejman, Islam	Freight/Rubbish Operator(32)
Suriel, Francisca	Cleaning Person(32)-36th&381/2fl
Tello, Augusto C.	Lobby Attendant
Thomas, Monica W.	Cleaning Person(32)-L/R5TH&4FL
Trejos, Luz Stella	Cleaning Person(32)-22nd&71/2fl
Varghese, Elizabeth	Cleaning Person(32)-16th&141/2fl
Veras, Jose	Utility Porter(32)
Vukelj, Jasmina	Cleaning Person(32)-29th&281/2fl
Walker, Darnley S.	Outside Porter(32)
Wilson, Helen	Day Matron-Bathroom Attendant
Zabrocka, Danuta	Cleaning Person(32)-39th&Clevel
Zaorska, Barbara	Cleaning Person(32)-27th&251/2fl
Varone, Frederick J.	Chief Engineer
Vezza, Dom	Assistant Chief Engineer
Marino, Louis John	Engineer
Orlando, James	Engineer
Vallone, Vito	Engineer
Buckley, Thomas H.	Engineer
Moore, John D.	Engineer
Mazzone, Joseph V.	Engineer
Chin, Kevin	Engineer
McGee, John Patrick	Engineer
Piro, Michael H.	Engineer Helper
Woods, Christopher M.	Engineer Helper
Suden, Kenneth	Apprentice Engineer Helper
Osorio Jr., Hugo	Apprentice Engineer Helper
Mohamoud, Mohamed A.	Engineer Helper
Lee, Harry	Locksmith

S-2-2

SCHEDULE 3

Current Occupany Agreements

S-3-1

SCHEDULE 4

One Court Square

Maintenance Schedule

I. MAINTENANCE AND TESTING

• Annual black out simulation and functionality testing of the entire emergency and standby power systems.

• Quarterly testing of the entire emergency and standby power systems by placing all the automatic transfer switches in the test position.

• Preventive and predictive maintenance programs:

• Annual Thermal scanning.

• Emergency and standby generation maintenance.

• Switch gear and buss duct maintenance

• Vibration analysis

• Indoor air quality and domestic water sampling/testing

• Chiller maintenance

II. COMMON AREA CLEANING

1. Main Lobby

Daily:

• Empty lobby trash receptacles as needed, but not less than four times per day.

• Periodically clean lobby glass and entrance glass of fingerprints and smudges.

• Carpet sweep walk-off mats as needed.

• Spot clean chrome and bright work as needed.

• Place and / or pick up walk-off mats as weather conditions require. Shampoo as required.

Nightly:

• Wet mop all flooring paying special attention to corners, edges, and baseboard. Remove all scuffs and stains.

• Wipe clean and dust all visitor reception areas, including removal of any trash. Clean and sanitize all telephones.

• Dust and clean lobby directory.

• Dust and clean all walls from floor to 72” above floor.

S-4-1

• Clean and polish all metal doors and bucks, handrails, revolving doors and drums of revolving doors, interior and exterior.

• Wipe clean and polish all planters.

• Wipe down and clean the security desk area and equipment.

• Remove all finger marks, dirt smudges, graffiti, etc., from all revolving doors, frames, glass doors, partitions, windows, walls, elevator doors and elevator jambs.

• Empty (clean and sanitize as needed) all waste receptacles. Remove wastepaper and waste materials to designated area.

• Remove gum from walk-off mats and all other types of flooring.

• Vacuum all walk-off mats.

• Vacuum, clean and polish all floor saddles.

• Clean and sanitize all public telephones and surrounding area.

• Dust all flat surfaces including furniture.

• Place and / or pick up walk-off mats as weather conditions require.

Weekly:

• Dust all low reach areas including, but not limited to, chair rungs, structural and furniture ledges, baseboards, window sills, door louvers, moldings, etc.

• Dust all fire extinguishers cabinets or enclosures, enunciator panels and pull stations.

• Sweep, mop and spray buff all hard flooring. Ensure a consistent finish around edges and base.

• Wash and disinfect all waste receptacles.

Monthly:

• Dust all high reach areas including, but not limited to, tops of doors, frames, pictures, lamps, light fixtures, window blinds, air diffusers and return grills, ventilating louvers.

• Machine clean and polish all flooring. All flooring shall be maintained, at the minimum, as a mid gloss finish at all times.

Quarterly:

• Clean all wall panels 72” and higher.

2. Elevators

Daily:

• Elevator cabs to be policed no less than four times per day. All floors are to be swept and mopped or vacuumed as needed.

• All metal finishes, including all call buttons and indicators, shall be cleaned of all finger marks and smudges not less than four times per day.

S-4-2

Nightly:

• Vacuum clean and polish all elevator saddles and tracks; if necessary, sweep heavier debris with brush to remove.

• Sweep and mop all stone flooring in passenger elevators. Vacuum if carpeted.

• Damp wipe panel walls, call buttons and indicators of elevator cabs to remove any smudges or graffiti.

• Wipe down all metal finishes in cabs including, but not limited to, all indicators, panels, and doors. Remove any foreign matter or debris from light fixtures.

• Thoroughly clean freight elevator cabs including sweeping and mopping floor, and damp wiping all walls and doors. When elevator cab is used for hauling trash, the cab must be disinfected.

• Report any mechanical deficiencies or damage to the Agent.

Monthly:

Machine clean and polish all flooring. All flooring shall be maintained, at the minimum, as a mid gloss finish at all times. Shampoo if carpeted.

3. Stairwells

Weekly:

• Police all stairwells throughout the building and keep in clean condition by sweeping or picking up trash and litter from the stairs / floors.

• Spot mop and sanitize stairs / floors immediately when made necessary by sickness, spillage or as otherwise necessary to ensure personal safety.

• Damp wipe finger marks, smears, smudges and graffiti on stairway doors and wall surfaces, hose racks and handrails.

• Report any unauthorized equipment or supplies to the Agent.

Monthly:

• Clean fire hoses, fire hose cabinets and similar equipment as needed, but at least once per month.

• Wet mop landings, steps and treads. Wipe down railings.

4. Elevator Lobbies / Common Areas

Nightly:

• Sweep and damp mop uncarpeted areas.

• Vacuum all carpeted areas.

• Wipe clean all elevator call buttons and indicator lights.

• Damp wipe to remove all smudges, marks and fingerprints from walls and glass entrance doors.

• Wipe clean all signage.

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Weekly:

• Detail vacuum all carpeted areas.

• Dust all ventilation louvers.

• Sweep and mop all maintenance areas and basement corridors.

• Spot clean all wall finishes with clean damp cloth.

• Wipe with clean damp cloth all doors, doorframes, and high reach areas not cleaned during nightly cleaning.

Monthly:

• Wipe clean all baseboards.

• Wipe clean and / or dust all ventilation louvers and light fixtures.

• Clean all wood doors with approved cleaning agent.

Quarterly:

• Basement corridors should be washed clean, from floor to ceiling, to remove smudges, marks and stains.

5. Exterior Sidewalks and Plaza

Daily:

• Police and remove debris from planters as need but not less than four (4) times daily.

• Using a hose, rinse all sidewalks and plaza area before 7:00 a.m. or as requested by Agent (weather permitting).

• Use exterior vacuum and / or blower to clear grounds of all leaves and debris before 8:00 a.m.

• Sweep sidewalks, curbs, and Plaza using a power vacuum (provided by contractor) removing and / all foreign matter. Police throughout day but not less than six (6) times per day.

Weekly:

• Remove gum from sidewalks.

• Remove graffiti as needed.

• Clean exterior façade from ground level to 8 feet.

6. Loading Dock and Receiving Area

Daily:

• Police the loading dock / receiving area, including all office areas, not less than three (3) times per day.

• Sweep all areas to ensure a litter free area.

• Respond to all spills and emergencies as may be required.

• Remove debris from compactor area.

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• Place all trash and recyclable trash in designated areas.

Nightly:

• Place all trash and recyclable trash in designated areas.

• Keep loading dock area clear of rubbish and debris.

• Clean all office areas consistent with section “III. OFFICE AREAS” of the general cleaning specification.

Weekly:

• Rinse and disinfect loading dock / receiving area.

7. Snow Removal

Contractor will be responsible for the removal of snow and ice from all walkways, sidewalks and entrance stairs at all times; this will include weekend and after hours snowfall. Contractor shall provide all snow removal equipment, i.e. snow blowers, plows, shovels, etc.

• Snow / ice will be removed immediately as accumulations occur during the day or night, including weekends.

• All sidewalk areas to be maintained completely clear of snow / ice, spread snowmelt chemicals (approved by Agent) as conditions require throughout the storm and after the storm as conditions warrant.

• Remove snow / ice from crosswalks for easy pedestrian access.

• Truck entrances and loading dock areas to be completely free of snow / ice.

• All emergency exits must be clear of snow and ice.

• Sufficient personnel, as judged by Agent, shall be on site throughout the duration of the storm and subsequent cleanup.

• At all times, maintain the facility in a “slip free” condition.

8. Roof Top / Set Backs

Monthly:

• Keep all areas free of debris, including spraying to control weeds.

9. Building Service Areas / Mechanical Space

Daily:

• Keep Cleaning / Maintenance Office, Engineering Office, and all maintenance and security locker rooms, including locker room lavatories, in a neat and orderly condition, consistent with that of the rest of the building.

• All slop sinks and closets are to be kept neat and clean at all times. Mops, rags and equipment are to be cleaned and stored in an orderly fashion.

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• Maintain an orderly arrangement of all janitorial supplies and equipment, including all paper products.

• Police all locker rooms and locker rooms lavatories throughout the day consistent with that of the rest of the building.

Monthly:

• Sweep and / or clean all telephone, electrical, and mechanical closets under the supervision of the Agent.

• Provide periodic cleaning and maintenance to all locker room lavatories consistent with that of the rest of the building.

III. SERVICE RESPONSE TIMES

Service Response Times Priority

Code Legend

Priority Code	Completion Time	Response Time
Critical	1/2 Hour	.15 Min.
1	2 Hours	1 Hour
2	4 Hours	2 Hours
3	1 Day	.50 Days
4	3 Days	1.5 Days
5	5 Days	2.5 Days
6	10 Days	5 Days

WORK TYPE	PROBLEM TYPE	PRIORITY
Carpentry	Miscellaneous	5
Carpentry	Repair	5
Ceiling	Ceiling Tile - Repair	4
Cleaning	Bin / Dumpster Request	3
Cleaning	Carpet - Shampooing	6
Cleaning	Carpet - Spot Clean	3
Cleaning	Construction Cleaning	6
Cleaning	Elevator Cleaning	3
Cleaning	Miscellaneous	6

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WORK TYPE	PROBLEM TYPE	PRIORITY
Cleaning	Move Cleaning	5
Cleaning	Paper Shredding	3
Cleaning	Recycling	3
Cleaning	Restroom Cleaning	2
Cleaning	Rubbish Removal	3
Cleaning	Sanitary Bins	2
Cleaning	Special Request	6
Cleaning	Window Cleaning	6
Door	Overhead Doors - Repair	3
Door	Repair	3
Electrical	Additional Outlet(s)	4
Electrical	Cable Install	4
Electrical	Circuit Breaker	CRITICAL
Electrical	Fiber Install Testing	4
Electrical	Light Switch	3
Electrical	Miscellaneous	6
Electrical	No Power	CRITICAL
Electrical	Relocate	5
Electrical	Repair	3
Electrical	Techplate Install	4
Electrical	Techplate Relocate	4
Electrical	Techplate Repair	1
Electrical	Telephone line Repair	CRITICAL
Electrical	Telephone New Line	4
Elevator	Call buttons	1
Elevator	Elevator - Not Functioning	CRITICAL
Elevator	Elevator Doors	CRITICAL
Elevator	Escalator - Not Functioning	2
Elevator	Indicator Out	1
Elevator	Miscellaneous	6
Elevator	People Trapped	CRITICAL
Elevator	Reserve - Freight / Passenger	4
Emergencies	Fire	CRITICAL
Emergencies	Flood	CRITICAL
Emergencies	Gas Leak	CRITICAL
Emergencies	Lightning	CRITICAL
Emergencies	Medical	CRITICAL
Emergencies	Miscellaneous	CRITICAL

S-4-7

WORK TYPE	PROBLEM TYPE	PRIORITY
Emergencies	Smoke	CRITICAL
Emergencies	Storm (Hurricane, Tornado)	CRITICAL
Emergencies	Vandalism	2
Emergencies	Vehicle Accident	2
Fire / Safety	Alarm Panel	CRITICAL
Fire / Safety	Emergency lighting	3
Fire / Safety	Fire Extinguisher - Maintenance	6
Fire / Safety	Fire Extinguisher - New	6
Fire / Safety	Miscellaneous	6
Fire / Safety	Smoke Detector - Repair	CRITICAL
Fire / Safety	Sprinkler System - Repair	2
Flooring	Baseboard - Repair	5
Flooring	Carpet Tile - Repair	3
Flooring	Miscellaneous	6
Furniture / Accessories	Art - Hang	4
Furniture / Accessories	Furniture - Move	5
Furniture / Accessories	Furniture - Repair / Refurbish	6
Furniture / Accessories	Furniture Key - Request	3
Furniture / Accessories	Furniture Lock - Request	4
Furniture / Accessories	Furniture Locks - Repair	3
Furniture / Accessories	Miscellaneous	6
Furniture / Accessories	Nameplates	6
General Services	Desk Drop	4
General Services	Miscellaneous	6
Glass	Maintenance	6
Glass	Miscellaneous	6
Glass	Repair	6
Grounds	Exterior Plant - Maintenance	6
Grounds	Lawn Sprinklers	4
Grounds	Miscellaneous	6
HVAC	Cold	1
HVAC	Hot	1
HVAC	Miscellaneous	6
HVAC	Noise	3
HVAC	Odor / Smell	2
HVAC	Off-Hour - Air Conditioning	4
HVAC	Off-Hour - Heat	4
HVAC	Thermostat	3
HVAC	Vents - Dirty	4
Lighting	Exterior Light - Out	3

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WORK TYPE	PROBLEM TYPE	PRIORITY
Lighting	Interior Light - Out	3
Lighting	Miscellaneous	6
Lighting	Off-Hour - Lighting	4
Lighting	Relamp	6
Loading Dock	Repair	4
Lock / Key	Combination Change	4
Lock / Key	Install	4
Lock / Key	Key - Request	3
Lock / Key	Lockout - Door	1
Lock / Key	Miscellaneous	6
Lock / Key	Re-Key	3
Lock / Key	Repair	3
Moves	Miscellaneous	6
Moves	Move Boxes	4
Moves	Moving Box(es) - Request	4
Painting	Miscellaneous	6
Painting	Painting - Exterior	6
Painting	Painting - Interior	6
Pest Control	Insect Infestation	3
Pest Control	Miscellaneous	6
Pest Control	Rodent Infestation	3
Plants - Interior	Maintenance	6
Plants - Interior	New Request	6
Plumbing	Clogged Toilet / Sink	2
Plumbing	Drinking Fountain Repair	3
Plumbing	Flood	2
Plumbing	Floor Drains	2
Plumbing	Leak	2
Plumbing	Miscellaneous	6
Plumbing	No / Poor Water	2
Plumbing	Sewer / Septic Tank	3
Plumbing	Shower Repair	4
Plumbing	Sink / Faucet Repair	3
Plumbing	Toilet / Urinal - Repair	3
Plumbing	Toilet / Urinal - Water Running	1
Plumbing	Water Filter new/change	4
Premises Other	Miscellaneous	6
Signage	Exit Sign - Repair	5
Signage	Exterior - Repair	5
Signage	Interior - Repair	5

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WORK TYPE	PROBLEM TYPE	PRIORITY
Signage	Miscellaneous	6
Wall	Wall Covering - Repair	4
Window Treatments	Blinds - Repair	4
Window Treatments	Miscellaneous	6

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EXHIBIT A

Legal Description

ALL THAT CERTAIN PLOT, PIECE, OR PARCEL OF LAND, SITUATE, LYING, AND BEING IN THE BOROUGH AND COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE NORTHWESTERLY SIDE OF JACKSON AVENUE WITH THE WESTERLY SIDE OF COURT SQUARE;

RUNNING THENCE SOUTH 33 DEGREES 20 MINUTES 00 SECONDS WEST AND ALONG THE NORTHWESTERLY SIDE OF JACKSON AVENUE, 220.449 FEET TO THE NORTHERLY SIDE OF 45TH AVENUE;

THENCE SOUTH 75 DEGREES 17 MINUTES 05.2 SECONDS WEST AND ALONG THE NORTHERLY SIDE OF 45TH AVENUE, 286.083 FEET;

THENCE NORTHERLY AT RIGHT ANGLES TO THE NORTHERLY SIDE OF 45TH AVENUE, 25.003 FEET;

THENCE WESTERLY PARALLEL WITH THE NORTHERLY SIDE OF 45TH AVENUE, 90.027 FEET TO THE EASTERLY SIDE OF 23RD STREET;

THENCE NORTH 14 DEGREES 42 MINUTES 54.8 SECONDS WEST AND ALONG THE EASTERLY SIDE OF 23RD STREET, 75.011 FEET;

THENCE EASTERLY AT RIGHT ANGLES TO THE EASTERLY SIDE OF 23RD STREET, 115.013 FEET;

THENCE NORTHERLY AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, 100.015 FEET TO THE SOUTHERLY SIDE OF 44TH DRIVE;

THENCE NORTH 75 DEGREES 17 MINUTES 05.2 SECONDS EAST AND ALONG THE SOUTHERLY SIDE OF 44TH DRIVE, 425.048 FEET TO THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF 44TH DRIVE WITH THE WESTERLY SIDE OF COURT SQUARE;

RUNNING THENCE SOUTH 14 DEGREES 42 MINUTES 54.8 SECONDS EAST AND ALONG THE WESTERLY SIDE OF COURT SQUARE 52.659 FEET TO THE CORNER FORMED BY THE INTERSECTION OF THE NORTHWESTERLY SIDE OF JACKSON AVENUE WITH THE WESTERLY SIDE OF COURT SQUARE, THE POINT OR PLACE OF BEGINNING.

FOR INFORMATION ONLY: BLOCK 79 LOT 30

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EXHIBIT B-1 through EXHIBIT B-7

Floor Plans

[See attached]

B-1

EXHIBIT C

Form of Landlord’s Statement

One Court Square

Statement of Operating Expenses

For The Year Ended December 31,             

Cleaning	$
Electricity
Water/Steam
Maintenance Contracts
Repairs
Insurance
Security Services
Salaries & Related
Management Fees
Professional & Other
Total
Escalatable Capital Cost
Total Escalatable Expenses	$

C-1

EXHIBIT D

Superior Mortgagee SNDA Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT, dated the      day of             , 200     by and among                                          (hereinafter called “Mortgagee”),                                         , a                                         , having an office at                                          (hereinafter called “Landlord”) and Citibank, N.A., a national banking association, having an office at One Court Square, Long Island City, New York 11120 (hereinafter called “Tenant”).

W I T N E S S E T H:

WHEREAS, Tenant has entered into a certain lease dated as of the date hereof with Landlord (such lease is hereinafter called the “lease” or the “Lease”), covering the entire land and improvements thereon commonly known as One Court Square and located in Long Island City, New York, as more particularly described on Schedule A attached hereto; and

WHEREAS, Mortgagee has made a certain mortgage loan (hereinafter called the “Mortgage”) to the Landlord and the parties desire to set forth their agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

1. Subject to the terms and conditions hereof, the lease is and shall be subject and subordinate in each and every respect to the lien of the Mortgage insofar as it affects the real property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon.

2. Tenant agrees that after notice is given to Tenant by Mortgagee it will attorn to and recognize Mortgagee, any purchaser at a foreclosure sale under a Mortgage, and the successors and assigns of Mortgagee or any such purchasers who acquires the premises demised (the “Premises”) under the Lease (any of such parties is herein referred to as an “Acquiring Party”) in the event of any suit, action or proceeding for the foreclosure of a Mortgage or to enforce any rights thereunder, any judicial sale or execution or other sale of the Premises or the giving of a deed in lieu of foreclosure of any default under a Mortgage (each, an “Attornment Event”), as its landlord for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the same terms and conditions set forth in the Lease and this Agreement. Such attornment is

D-1

to be effective as of the date that such Attornment Event occurs, without the execution of any further agreement. However, Tenant and the Acquiring Party agree to confirm the provisions of this Agreement in writing upon the request of either party.

3. In the event that it should become necessary to foreclose a Mortgage, Mortgagee thereunder or any Acquiring Party will not terminate the Lease nor join Tenant in summary or foreclosure proceedings (unless Tenant is a necessary party thereto under law), nor disturb the possession of Tenant, nor diminish or interfere with Tenant’s rights and privileges under the Lease or any extensions or renewals of the Lease entered into pursuant to the Lease or consented to by Mortgagee, as applicable, so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease.

4. In the event that Mortgagee or an Acquiring Party shall succeed to the interest of Landlord under the Lease (the date of such succession being hereinafter called the “Succession Date”), so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease, Mortgagee or the Acquiring Party, as the case may be, shall not disturb the possession of Tenant and shall be bound by all of Landlord’s obligations under the Lease; provided that neither the Mortgagee or Acquiring Party shall be:

(a) liable for any act or omission or negligence or failure or default of any prior landlord (including Landlord) to comply with any of its obligations under the Lease, except to the extent that (1) such act or omission constitutes a default by landlord under the Lease and continues after the Succession Date, and (2) Mortgagee’s or Acquiring Party’s liability is limited to the effects of the continuation of such act or omission from and after the Succession Date and shall not include any liability of any prior landlord (including Landlord) which accrued prior to the Succession Date; or

(b) liable for the return of any security deposit, except to the extent such security deposit shall have been paid over (or assigned, in case of any letter of credit) to the Mortgagee or Acquiring Party; or

(c) subject to any counterclaims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) except to the extent (1) that such counterclaims, offsets or defenses shall have accrued in accordance with the terms of the Lease, including, without limitation, any offsets with respect to Landlord Reimbursement Amounts (as defined in the Lease) or (2) the basis for such counterclaims, offsets or defenses continue to exist from and after the Succession Date; provided that Mortgagee receives notice thereof in accordance with the Lease; or

(d) bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord, including Landlord, under the Lease (other than customary prepayments of operating expense and real estate tax and Landlord Reimbursement Amounts); or

D-2

(e) bound by any amendment or modification of the Lease made without its consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Lease in accordance with all of the material terms of the Lease governing the exercise of such specific right or option.

5. Tenant agrees to give the Mortgagee and/or Acquiring Party, a copy of any notice of default served upon the Landlord by Tenant with respect to a default which would entitle Tenant to terminate the Lease at such time as such notice is served upon Landlord, provided that prior to such notice Tenant has been notified, in writing (by way of Notice of Assignment of Rents and Leases, or otherwise), of the address of the Mortgagee and/or Acquiring Party. Tenant shall not so terminate the Lease (other than with respect to any Tenant right to terminate the Lease under Article 19) unless such act or omission shall not be remedied within thirty (30) days after the giving of such notice to Mortgagee and/or Acquiring Party; provided, that if such act or omission cannot with due diligence be remedied within a period of thirty (30) days, and if Mortgagee and/or Acquiring Party commences the remedies necessary to cure such act or omission within such thirty (30) days and thereafter prosecutes such remedies with reasonable diligence, then the period of time after the giving of such notice by Tenant within which such act or omission may be remedied shall be extended so long as Mortgagee prosecutes the remedying of such act or omission with reasonable diligence.

6. Mortgagee hereby consents to the Lease and, subject to the provisions of Paragraph 4(e) hereof, all of the terms and conditions thereof, and the terms of the Mortgage shall not affect such terms and conditions of the Lease, including, but not limited to, the specific provisions of the Lease governing assignments, subletting, alterations, repairs, contesting requirements of law, contracting the size of the Premises and extending the term of the Lease, as all such provisions are more particularly set forth in the Lease.

7. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made hereunder (hereinafter collectively called “notices”) shall be in writing (whether or not so stated elsewhere in this agreement) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the other party as follows:

If to Mortgagee:

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with a copy to:

If to Landlord:

with a copy to:

If to Tenant:

with a copy to:

with an additional copy to:

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the other, given at least fifteen (15) days before such change of address or notice party is to become effective.

8. The liability of Mortgagee for the performance of any obligation of Landlord under the Lease shall be limited to Mortgagee’s interest in the Premises (which shall be deemed to include the proceeds of any insurance, condemnation, sale or refinancing proceeds received by Mortgagee or an Acquiring Party with respect to all or any portion of the Premises), and Tenant hereby agrees that any monetary judgment it may obtain against Mortgagee as a result of Mortgagee’s failure, as Landlord, to perform any of Landlord’s obligations under the Lease shall be enforceable solely against

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Mortgagee’s interest in the Property. Notwithstanding the foregoing, Mortgagee shall not, by virtue of the Mortgage, be or become a mortgagee-in-possession or become subject to any liability or obligation under the Lease or otherwise until Mortgagee shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise.

9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.

D-5

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.

MORTGAGEE:

By:

Name:

Title:

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

D-6

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the      day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the      day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-7

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the      day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-8

SCHEDULE A

Description of Premises

D-9

EXHIBIT E

Landlord’s Non-Disturbance Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT made as of the      day of             , 200     by and among                                          (hereinafter called “Landlord”),                                          (hereinafter called “Tenant”), and                                               (hereinafter called “Subtenant”).

W I T N E S S E T H:

WHEREAS, Landlord is the landlord under that certain lease dated as of                     , 2005 between Landlord, as lessor, and Tenant, as lessee (hereinafter called the “Overlease”), covering the entire premises (hereinafter called the “Demised Premises”) in the building known as One Court Square, Long Island City, New York (hereinafter called the “Building”) on land more particularly described in Exhibit A annexed hereto; and

WHEREAS, a portion of the Demised Premises comprised of                      (hereinafter called the “Sublease Premises”) has been subleased to Subtenant pursuant to that certain sublease dated as of     , 20             between Tenant, as sublessor, and Subtenant, as sublessee (hereinafter called the “Sublease”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid, the parties hereto agree as follows:

1. So long as Subtenant is not in default, after notice and the lapse of any applicable grace period, in the performance of any terms, covenants and conditions to be performed on its part under the Sublease, then in such event:

(a) Unless any applicable law requires same, Subtenant shall not be joined as a party defendant in any action or proceeding which may be instituted or taken by the Landlord for the purpose of terminating the Overlease by reason of any default thereunder;

(b) Subtenant shall not be evicted from the Sublease Premises nor shall any of Subtenant’s rights under the Sublease be affected in any way by reason of any default under the Overlease, and

(c) Subtenant’s leasehold estate under the Sublease shall not be terminated or disturbed by reason of any default under the Overlease.

2. (a) If Landlord shall succeed to the rights of Tenant under the Sublease by termination of the Overlease or the expiration of the term thereof or

E-1

otherwise, Landlord, as Subtenant’s landlord under said Sublease, shall accept Subtenant’s attornment and Subtenant agrees to so attorn and recognize Landlord as Subtenant’s landlord under said Sublease without further requirement for execution and delivery of any instrument to further evidence the attornment set forth herein. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver any instrument that may reasonably be required to evidence such attornment.

(b) Subject to the provisions of subparagraph 2(c) below, upon any such attornment and recognition, the Sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord and Subtenant upon all of the then executory terms, conditions and covenants as are set forth in the Sublease (as the same incorporates by reference the Overlease, notwithstanding the termination of the Overlease), and shall be applicable after such attornment, provided, to the extent that Landlord has any rights under the Overlease which are applicable to the Demised Premises and are in addition to the rights of the lessor under the Sublease, such rights shall be deemed incorporated into the Sublease, notwithstanding the termination of the Overlease; and provided, further that Landlord shall not be (i) subject to any credits, offsets, defenses or claims which Subtenant might have against Tenant; nor (ii) bound by any rent which Subtenant might have paid for more than the current month to Tenant (other than customary prepayments of Taxes and Operating Expenses), unless such prepayment shall have been made with Landlord’s prior written consent; nor (iii) liable for any act or omission of Tenant; nor (iv) bound by any covenant to undertake or complete any improvement to the Sublease Premises or the Building; nor (v) be required to account for any security deposit other than any security deposit actually delivered to Landlord; nor (vi) liable for any payment to Subtenant of any sums, or the granting to Subtenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Sublease Premises or any portion thereof; nor (vii) bound by any amendment, modification or surrender of the Sublease made without Landlord’s prior written consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Sublease in accordance with all of the material terms of the Sublease governing the exercise of such specific right or option. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any action or proceeding for the purpose of terminating the Overlease by reason of any default thereunder.

(c) Notwithstanding anything to the contrary contained herein, in the event that the rental rate set forth in the Sublease, on a per rentable square foot basis (including fixed rent and additional rent on account of real estate taxes, Operating Expenses and electricity), after taking into account all rent concessions provided for in the Sublease, is less than the Minimum Sublease Rent (as such term is defined in Section 7.09 of the Lease), the Sublease shall be deemed to be automatically amended effective as of the date of the aforementioned attornment and recognition so that from and after the

E-2

date of such attornment and recognition, the rental rate payable under the Sublease shall be the Minimum Sublease Rent. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver an amendment to the Sublease, in form reasonably satisfactory to Landlord and Subtenant, setting forth such increase in the rental rate payable under the Sublease to the Lease Rent; provided, however, that the absence of such written amendment shall not, in any event, affect the automatic rental increase described herein.

3. The Sublease now is and shall remain subject and subordinate to the Overlease and to any ground or underlying lease affecting the Demised Premises and to all renewals and replacements, extensions, consolidations and modifications thereof, and to all other matters to which the Overlease shall be subordinate, subject to the terms and conditions of this Agreement.

4. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their successor and assigns.

5. This Agreement may not be modified except by an agreement in writing signed by the parties or their respective successors in interest.

6. Any notice, statement, demand, consent, approval or other communication (collectively, “notices”) required or permitted to be given, rendered or made pursuant to, under, or by virtue of this Agreement (or any amendment to the Sublease made pursuant hereto) must be in writing and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the party for whom intended at its address set forth above. Notices shall be deemed to have been given, rendered and made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the others, given at least fifteen (15) days before such change of address or notice party is to become effective.

[Signatures follow]

E-3

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

SUBTENANT:

By:

Name:

Title:

E-4

EXHIBIT F

Building Rules and Regulations

Note – In the event of any conflict between these Building Rules and Regulations and the provisions of the Lease, the provisions of the Lease shall govern

1. The sidewalks, areas, entrances, vestibules, passages, corridors, halls, elevators and stairways shall not be encumbered nor obstructed by any tenants or any of their agents, clerks, servants, subtenants or visitors, or used by them for any other purpose than for ingress and egress to and from their respective premises. Landlord reserves the right in its reasonable judgment to restrict and regulate the use of the aforementioned public areas of the Building by tenants, their employees, guests and customers and by persons making deliveries to tenants, including but not limited to the right to allocate certain elevators for delivery service, and the right to designate which building entrances shall be used by persons making deliveries in the Building.

2. The doors, skylights and windows that reflect or admit light into passageways or into any place in the Building shall not be covered or obstructed by any tenant.

3. The water-closets, wash-closets, urinals and the other water apparatus shall not be used for any purposes other than those for which they were constructed and no sweepings, rubbish, rags, ashes, chemicals, refuse from electric batteries, or other substances shall be thrown therein. No tenant shall lay linoleum or other similar floor covering so that the same shall come in direct contact with the floor of its premises, and if linoleum or other similar floor covering is desired to be used, an interlining of builder’s deadening felt shall first be affixed to the floor by paste, or other material, which may easily be removed with water, the use of cement or other similar adhesive material being expressly prohibited.

4. Except as set forth to the contrary in the lease, no sign, advertisement or notice shall be inscribed, painted, affixed or displayed on any of the windows or doors or on any other part of the outside or the inside of the Building, without the prior consent in writing of the Landlord or its agents. This Rule shall not apply to any part of this Premises (except the exterior windows). [Directories will be at the expense of tenants and the number of listings thereon shall be at the discretion of Landlord.].

5. No freight, furniture, or bulky matter of any description will be received into the Building or carried up or down, except during hours and in the manner designated by Landlord which may involve overtime work for Landlord’s agents, employees or contractor. Tenants receiving such deliveries shall reimburse Landlord for

F-1

extra cost of such overtime work. The moving of safes shall occur at such times as Landlord shall designate upon previous notice to the managing agent of the Building and the persons employed to move the safes in and out of the Building must be reasonably acceptable to Landlord.

6. Tenants shall not install any locks or bolts on any doors nor make any changes in existing locks without providing Landlord with a copy thereof except for secure areas.

7. No portions of any tenant’s premises shall be used for manufacturing or for lodging.

8. Nothing shall be swept or thrown by tenants or by their agents, clerks, servants or visitors, into the corridors, halls, stairways, elevators, or light shafts, or upon the skylights of the Building, or into or upon any heating or ventilating registers, or plumbing apparatus in the Building, or upon adjoining buildings or upon the street. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of the Landlord.

9. No animals or birds shall be kept in or about the Building, except seeing eye dogs.

10. Tenants shall not bring into Building or keep in the Building any gasoline, kerosene, camphene, burning fluid, or other inflammable, combustible or explosive fluid, chemical or substance other than in customary amounts permitted by applicable Legal Requirements as are generally used by tenants in Comparable Buildings for the normal operation and maintenance of Tenant’s office equipment and machinery and cleaning for Premises.

11. No tenant shall cause or permit any odors of cooking or other processes or any objectionable odors to emanate from its premises or from the Unit or the Building.

12. Canvassing peddling and soliciting are prohibited in the Building and each tenant shall cooperate to prevent the same.

13. Landlord reserves the right to exclude from the Building all persons who do not present a pass to the Building signed by the Landlord or a pass issued by tenant. Landlord or its or their agent(s) will furnish passes to persons for whom any tenant requests same in writing or by telephone. Each tenant shall be responsible for all persons for whom it requests such a pass and shall be liable to landlord for all acts of such persons. Landlord may require all such persons to sign a register on entering and leaving the Building.

F-2

14. Landlord shall not responsible to any tenant for the non observance or violation of these rules and regulations by the Unit Owner or any other tenant or occupant of the Unit or the Building.

15. Landlord reserves the right to rescind any of these rules and regulations and to make such other and further rules and regulations, as in the judgment of Landlord may from time to time be reasonable for the safety, care, cleanliness and good order of the Building.

16. Landlord may from time to time adopt additional systems and procedures to improve the security or safety of the Building, any persons occupying, using or entering the same, or any equipment, furnishings or contents thereof, and tenants shall comply with Landlord’s requirements relative thereto provided such additional systems and procedures adopted by landlords of Comparable Buildings.

F-3

EXHIBIT G

COURT SQUARE

Basic Capacity

• 6 watts demand per rentable square foot per floor for lighting and office equipment exclusive of base building HVAC and all emergency/standby power.

• Tenant shall be entitled to all capacity which presently exists, but in no case shall the Tenant’s load limitation be less than 6 Watts demand per rentable square foot per floor for lighting and office equipment.

• Landlord shall supply emergency power from the Life-Safety generator to serve egress lighting, exit lighting and emergency equipment loads per Local Law #16.

G-1

EXHIBIT H

ELEVATOR SPECIFICATIONS

CITIGROUP AT COURT SQUARE – VERTICAL TRANSPORTATION EQUIPMENT

EQUIPMENT DESCRIPTION

Electric Traction Passenger Elevators

Low Rise Elevators

NUMBER:	CARS 1-6
CAPACITY:	3500 #
CLASS LOADING:	CLASS A LOADING
SPEED:	700 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	2:1
SUPERVISORY CONTROL:	MICONIC VX
OPERATIONAL CONTROL:	MICONIC VX
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	460 VOLTS 3 PHASE 60 HERTZ
STOPS:	13
OPENINGS:	13
FLOORS SERVED:	G, 6-12, 14-18 FRONT
TRAVEL:	208’
PLATFORM SIZE:	6’ 10” WIDE X 5’ 10” DEEP
MINIMUM CLEAR INSIDE CAR:	6’ 4” WIDE X 5’ 6” DEEP
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE

H-1

SAFETY:	FLEXIBLE GUIDE CLAMP-TYPE B
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE

Mid Rise Elevators

NUMBER:	CARS 7-12
CAPACITY:	3500 #
CLASS LOADING:	CLASS A LOADING.
SPEED:	800 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	MICONIC VX
OPERATIONAL CONTROL:	MICONIC VX
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	12
OPENINGS:	12
FLOORS SERVED:	G, 18-28 FRONT
TRAVEL:	337’
PLATFORM SIZE:	6’ 10” X 5’ 10”
MINIMUM CLEAR INSIDE CAR:	6’ 4” X 5’ 6”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE
SAFETY:	FLEXIBLE GUIDE CLAMP-TYPE B
GUIDE RAILS:	PLANED STEEL TEES

H-2

BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE

Intermediate High-Rise Elevators

NUMBER:	CARS 13-18
CAPACITY:	3500 #
CLASS LOADING:	CLASS A LOADING
SPEED:	1000 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	MICONIC VX
OPERATIONAL CONTROL:	MICONIC VX
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	12
OPENINGS:	12
FLOORS SERVED:	G, 28-38 FRONT
TRAVEL:	465’
PLATFORM SIZE:	6’ 10” X 5’ 10”
MINIMUM CLEAR INSIDE CAR:	6’ 4” X 5’ 6”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE
SAFETY:	FLEXIBLE GUIDE CLAMP-TYPE B
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE

H-3

SHEAVE

High-Rise Elevators

NUMBER:	CARS 19-24
CAPACITY:	3500 #
CLASS LOADING:	CLASS A LOADING
SPEED:	1200 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	MICONIC VX
OPERATIONAL CONTROL:	MICONIC VX
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	14
OPENINGS:	14
FLOORS SERVED:	G, 38-50 FRONT
TRAVEL:	619’
PLATFORM SIZE:	6’ 10” X 5’ 10”
MINIMUM CLEAR INSIDE CAR:	6’ 4” X 5’ 6”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE
SAFETY:	FLEXIBLE GUIDE CLAMP-TYPE B
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE

H-4

Electric Traction Service Elevators

High Rise Service Elevators

NUMBER:	CARS 25-26
CAPACITY:	4000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	700 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	2:1
SUPERVISORY CONTROL:	MICONIC VX
OPERATIONAL CONTROL:	MICONIC VX
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	50
OPENINGS:	50
FLOORS SERVED:	SC, C, G, 4-12, 14-51 FRONT
TRAVEL:	659’
PLATFORM SIZE:	6’ 1” X 7’ 9”
MINIMUM CLEAR INSIDE CAR:	5’ 9” X 7’
ENTRANCE SIZE:	48” WIDE X 96” HIGH
ENTRANCE TYPE:	TWO SPEED SIDE OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE
SAFETY:	FLEXIBLE GUIDE CLAMP-TYPE B
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE

H-5

Low-Rise Service Elevators –

NUMBER:	CARS 28-29
CAPACITY:	4000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	350 F.P.M.
MACHINE:	GEARED
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	MICONIC V
OPERATIONAL CONTROL:	MICONIC V
MOTOR CONTROL:	ACV3F
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	6
OPENINGS:	6
FLOORS SERVED:	S, C, G, 3, 4, 5 FRONT
TRAVEL:	81’
PLATFORM SIZE:	6’ 1” X 7’ 9”
MINIMUM CLEAR INSIDE CAR:	5’ 9” X 7’ 0”
ENTRANCE SIZE:	48” WIDE X 96” HIGH
ENTRANCE TYPE:	TWO SPEED, SIDE OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE
SAFETY:	FLEXIBLE GUIDE CLAMP-TYPE B
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	OIL
COMPENSATION:	ENCAPSULATED CHAIN

H-6

Hydraulic Elevators —

Passenger Hydraulic Elevators.

NUMBER:	CAR 27
CAPACITY:	3500# CLASS A LOADING
SPEED:	200 F.P.M.
SUPERVISORY CONTROL:	MICONIC
OPERATIONAL CONTROL:	MICONIC
MOTOR CONTROL:	SCR SOFT START
POWER CHARACTERISTICS:	460 VOLTS, 3 PHASE, 60 HERTZ
STOPS:	3
OPENINGS:	3
FLOORS SERVED:	G, 3 FRONT C, REAR
TRAVEL:	60’
PLATFORM SIZE:	6’ 10” X 5’ 5”
MINIMUM INSIDE CLEAR SIZE:	6’ 4” X 5’ 1”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED , CENTER OPENING
DOOR OPERATION:	MOLINE PMSCC
DOOR PROTECTION:	INFRARED, FULL SCREEN DEVICE
MACHINE:	DIRECT PLUNGER
MACHINE LOCATION:	ADJACENT
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	SPRING

Passenger Hydraulic Elevators

H-7

NUMBER:	CARS 30, 31
CAPACITY:	3500# CLASS A LOADING
SPEED:	150 F.P.M.
SUPERVISORY CONTROL:	MICONIC
OPERATIONAL CONTROL:	MICONIC
MOTOR CONTROL:	SCR SOFT START
POWER CHARACTERISTICS:	460 VOLTS, 3 PHASE, 60 HERTZ
STOPS:	3
OPENINGS:	3
FLOORS SERVED:	3, 4, 5 FRONT
TRAVEL:	39’
PLATFORM SIZE:	6’ 10” X 5’ 1”
MINIMUM INSIDE CLEAR SIZE:	6’ 6” X 4’ 7”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED , CENTER OPENING
DOOR OPERATION:	QKS 15
DOOR PROTECTION:	SAFETY EDGE WITH ELECTRIC EYES
MACHINE:	DIRECT PLUNGER
MACHINE LOCATION:	BELOW
GUIDE RAILS:	PLANED STEEL TEES
BUFFERS:	SPRING

Escalators

Building Lobby

TYPE:	WESTINGHOUSE MODULAR
NUMBER	ESCALATORS 1, 2
SIZE: ESCALATORS 5, 6	48” WIDE (40” STEP)

H-8

SPEED:	100 F.P.M.
RISE: ESCALATORS 5, 6	14’ - 0” ±
FLOORS SERVED:	SUBWAY CONCOURSE, LOBBY
TYPE:	WESTINGHOUSE MODULAR
NUMBER	ESCALATORS 3, 4
SIZE: ESCALATORS 5, 6	48” WIDE (40” STEP)
SPEED:	100 F.P.M.
RISE: ESCALATORS 5, 6	15’ – 8” ±
FLOORS SERVED:	LOBBY, CAFETERIA LEVEL

Subway

TYPE:	SCHINDLER 9300-20
NUMBER	ESCALATORS 5, 6
SIZE: ESCALATORS 5, 6	48” WIDE (40” STEP)
SPEED:	100 F.P.M.
RISE: ESCALATORS 5, 6	16’ - 0” ±
FLOORS SERVED:	SUBWAY, STREET

H-9

CAR AND GROUP PERFORMANCE REQUIREMENTS

Traction Elevators

Car Speed: ± 3% of contract speed under any loading condition.

Car Capacity: Safely lower, stop and hold up to 125% of rated load.

Car Stopping Accuracy: ±1/4” under any loading condition.

Door Opening Time: Seconds from start of opening to fully open;

Cars 1-6: 1.4 seconds.

Cars 7-12: 1.4 seconds.

Cars 13-18: 1.4 seconds.

Cars 19-24: 1.4 seconds.

Cars 25, 26: 3.5 seconds.

Cars 28, 29: 3.5 seconds.

Door Closing Time: Seconds from start of closing to fully closed;

Cars 1-6: 2.5 seconds.

Cars 7-12: 2.5 seconds.

Cars 13-18: 2.5 seconds.

Cars 19-24: 2.5 seconds.

Cars 25, 26: 5.4 seconds.

Cars 28, 29: 5.4 seconds.

Car Floor to Floor Performance Time: Seconds from start of doors closing until doors are 3/4 open (1/2 open for side opening doors) and car stopped at next successive floor under any loading condition or travel direction ( 12’-10” typical floor height);

Cars 1-6: 8.2 seconds.

Cars 7-12: 8.2 seconds.

Cars 13-8: 8.2 seconds.

H-10

Cars 19-24: 8.2 seconds.

Cars 25, 26: 13.1 seconds.

Cars 28, 29: 14.1 seconds.

Car Ride Quality

Horizontal acceleration within car during all riding and door operating conditions: Not more than 20 milli(g). peak to peak in the 1 - - 10 Hz range.

Acceleration and Deceleration: Smooth constant and not more than 4 feet/second/² with an initial ramp between 0.5 and 0.75 seconds.

Sustained Jerk: Not more than 8 feet/second/³.

Design, install and adjust elevator equipment to meet the following:

Vertical Vibration: Not more than 15 milli(g) for gearless elevators and 20 milli(g) for geared elevators in the 1-10 Hz range measured in the vertical (Z) axis measured during full length of hoistway travel in either direction while elevator is in motion.

Airborne Noise: Measured noise level of elevator equipment and its operation shall not exceed 50 dBA in elevator lobbies and 60 dBA inside car under any condition including door operation and car ventilation exhaust blower on its highest speed.

System Response Time (Elevator Nos. 1-24). Passenger waiting times in the passenger groups, as measured by registration of hall calls, shall meet the following criteria during all traffic conditions of the day other than “up peak”, after the equipment modernization and replacement is completed:

ELEVATOR GROUP	REQUIRED 15-MINUTE SYSTEM RESPONSE TIME	REQUIRED PERCENTAGE OF REGISTERED CORRIDOR CALLS ANSWERED IN ANY 15-MINUTE PERIOD
		£30 SECONDS		£60 SECONDS		£90 SECONDS
ELEVATORS 1-6	£15	³85	%	³97	%	³99.5	%
ELEVATORS 7-12	£18	³81	%	³96	%	³99	%

H-11

ELEVATORS 13-18	£	18	³	81	%	³	96	%	³	99	%
ELEVATORS 19-24	£	22	³	74	%	³	93	%	³	97	%

Hydraulic Elevators

Speed: ±5% of contract speed under any loading condition in either direction.

Capacity: Safely lower, stop and hold up to 125% of rated load.

Stopping Accuracy: ±1/4” under any loading condition.

Door Opening Time: Seconds from start of opening to fully open;

Car 27: 1.8 seconds.

Cars 30, 31: 1.8 seconds.

Door Closing Time: Seconds from start of opening to fully open;

Car 27: 2.5 seconds.

Cars 30, 31: 2.5 seconds.

Floor-to-Floor Performance Time: Seconds from start of doors closing until doors are 3/4 open (1/2 open for side opening doors) and car level and stopped at next successive floor under any loading condition or travel direction (12’ 8”typical floor height);

Car 27: 12.4 seconds.

Cars 30, 31: 13.1 seconds.

Pressure: Design and factory test fluid system components for 500 p.s.i. Do not exceed operating pressure of 400 p.s.i.

All elevator equipment provided under this contract, including power unit, controller, oil supply lines and their support shall be mechanically isolated from the building structure and electrically isolated from the building power supply and each other to minimize the possibility of objectionable noise and vibrations being transmitted to occupied areas of the building.

Measure noise level of the elevator equipment and its operation shall not exceed 50 dBA in elevator lobby and 60 dBA in elevator car under any condition including door operation and with the car ventilation exhaust blower on its highest speed.

H-12

EXHIBIT I

ONE COURT SQUARE

Cleaning Specifications

1. General Cleaning – 5 Nights per week – Monday through Friday, Inclusive:

a. All stone, ceramic, tile, marble, terrazzo and other unwaxed flooring to be swept nightly using an approved chemically treated cloth.

b. All linoleum, rubber, asphalt tile and other similar types of flooring (that may be waxed) to be swept using an approved chemically treated cloth.

c. All carpeting and rugs to be carpet swept nightly and vacuumed as necessary but not less than once per week.

d. Hand dust and wipe clean all window sills and window enclosures.

e. Empty all waste receptacles and remove wastepaper and waste materials to a designated area. Any plastic liners in receptacles will be replaced, without additional charge to Tenant, in accordance with Landlord’s contract with its cleaning contractor.

f. Empty and clean all ash trays and all sand urns.

g. Wash clean all water fountains and coolers.

h. Dust all telephones.

i. Keep slop sink rooms in a neat and orderly condition at all times.

j. Dust all baseboards.

k. Spot clean all entrance glass.

2. Periodic:

a. Remove fingerprints from all painted surfaces near light switches, entrance doors, etc., as required but not less than once per week.

I-1

b. Hand dust all door louvers and other ventilating louvers within reach once a week.

3. High Dusting:

Do all high dusting in tenant areas quarter-annually, which includes the following:

a. Dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly cleaning.

b. Dust clean all vertical surfaces such as walls, partitions, door bucks and other surfaces not reached in nightly cleaning.

c. Dust clean all pipes, ventilating louvers, air conditioning louvers, ducts, high moldings and other high areas not reached in nightly cleaning.

d. Dust exteriors of lighting fixtures.

4. Lavatories – Nightly – 5 Nights per week – Monday through Friday, inclusive:

a. Wash all floors with disinfectants.

b. Wash all mirrors with disinfectants.

c. Wash all bright work with disinfectants.

d. Wash all fixtures with disinfectants.

e. Wash all toilet seats (both sides) with disinfectants.

f. Scour, wash and disinfect all basins, bowls and urinals throughout all lavatories.

g. Empty paper towel receptacles and remove paper to designated area.

h. Fill toilet tissue holders (tissue to be furnished by landlord without additional charge to Tenant).

i. Fill soap dispenser system and fill paper towel dispensers (paper towels and soap supplied by Landlord without additional charge to Tenant).

j. Empty and clean sanitary disposal receptacles.

N-2

5. Lavatories – Periodic:

a. Hand dust, clean and wash all partitions once a week.

b. Hand dust, clean and wash all tile walls once each month.

c. Hand dust, clean and wash all dispensers once each week.

d. Wash interiors of waste cans and receptacles once a week.

e. High dusting to be done once each month which includes lights, walls, etc.

f. Remove fingerprints from all painted surfaces once each week.

6. Windows:

Wash the interior and exterior of all windows on the perimeter of the Building which bound the Premises at least two times per calendar year.

N-3

EXHIBIT J

HVAC SPECIFICATIONS

Air is supplied at each floor from a central air handler feeding fan power boxes. Air is returned to each air handler through the ceiling plenum.

Inside design conditions for all floors:

Summer: 75 degrees F. db inside, when outside conditions do not exceed 89 degrees F. db and 73 degree F. wb, when wattage for lighting and equipment does not exceed 5.0 watts/useable square foot, and one (1) person/100 useable square feet.

Winter: 72° degrees F. db when outside temperature 0 degrees F. db.

J-1

EXHIBIT K

Calculation of Overtime HVAC Charge

			Rate		EXAMPLE Rate 2004
Water Consumption	(A	)	$	0.0256	$	0.0256
Electric Consumption	(B	)			$	0.1029
Ton Hour Cost = (A)+(B)					$	0.1285
x Floor HVAC unit capacity in tons per hr				60		60
x Overtime HVAC diversity factor				0.50		0.50
= Charge Per hour			$	0.0000	$	3.8550

(A) Water Consumption rate represents the cost for makeup water for 1 ton hour of chilled water. The cost will remain constant during the lease term as it represents a de minimis increase.

(B) Electric Consumption rate is equal to $.1029 + ((Avg Cost per KWH - $.1175 / $.1175) x $.1029) and represents the total cost for electricity to make 1 ton hour of chilled water.

K-1

EXHIBIT L-1

CHILLED AND CONDENSER WATER SPECIFICATIONS

CHILLED WATER

Landlord shall provide chilled water on a 24 x 7 365 days per year uninterruptible basis in accordance with the following specifications set forth as follows no higher than 42 degrees Fahrenheit in summer and no higher than 48 degrees Fahrenheit in winter. A maximum temperature delta of 12 degrees Fahrenheit and a minimum differential pressure of 20 psig will be maintained across the supply and return building risers valve outlets.

CONDENSER WATER

Landlord shall provide condenser water on a 24 x 7 365 days per year uninterruptible basis in accordance with the following specifications set forth as follows no lower than 42 degrees Fahrenheit in winter and no higher than 85 degrees in summer. A maximum temperature delta of 15 degrees Fahrenheit and a minimum differential pressure of 20 psig will be maintained across the supply and return building risers valve outlets.

L-1-1

EXHIBIT L-2

Calculation of Tenant’s Chilled Water Payment

			Rate		EXAMPLE Rate 2004
Water Consumption	(A	)	$	0.0256	$	0.0256
Electric Consumption	(B	)			$	0.1029
Ton Hour Cost = (A)+(B)	(C	)			$	0.1285
x (1-Connected Load Tonnage Diversity Factor of .75				0.25		0.25
= Charge Pert Ton Hour			$	0.0000	$	0.0321

(A) Water Consumption rate represents the cost for makeup water for 1 ton hour of chilled water. The cost will remain constant during the lease term as it represents a de minimis increase.

(B) Electric Consumption rate is equal to $.1029 + ((Avg Cost per KWH - $.1175 / $.1175) x $.1029) and represents the total cost for electricity to make 1 ton hour of chilled water.

(C) The Connected Load Tonnage Diversity Factor of .75 will remain constant during the lease term.

L-2-1

EXHIBIT M

Calculation of Tenant’s Condenser Water Payment

			Rate		EXAMPLE Rate 2004
Water Consumption	(A	)	$	0.0256	$	0.0256
Electric Consumption	(B	)			$	0.0119
Ton Hour Cost = (A)+(B)	(C	)			$	0.0375
x (1-Connected Load Tonnage Diversity Factor of .75				0.25		0.25
= Charge Pert Ton Hour			$	0.0000	$	0.0094

(A) Water Consumption rate is equal to $.0256 + ((Cooling Tower Makeup Water Cost per ccf - $1.60 / $1.60) x $.0256) and represents the cost for makeup water for 1 ton hour of condenser water. Cooling Tower Makeup Water Cost will not include sewer cost.

(B) Electric Consumption rate is equal to $.0119 + ((Avg Cost per KWH - $.1175 / $.1175) x $.0119) and represents the total cost for electricity to make 1 ton hour of condenser water.

(C) The Connected Load Tonnage Diversity Factor of .75 will remain constant during the lease term.

M-1

EXHIBIT N

Building-Wide Security System

AS MORE PARTICULARLY SET FORTH IN THE LEASE, THE PROVISIONS OF THIS EXHIBIT T ARE SUBJECT TO REVISION FROM TIME TO TIME, BASED ON THE MUTUAL AGREEMENT OF LANDLORD AND TENANT TO ADDRESS THE RESPECTIVE REASONABLE SECURITY REQUIREMENTS OF THE BUILDING, THE UNIT AND TENANT’S PREMISES AND OPERATIONS, TAKING INTO ACCOUNT THE UNIQUE SECURITY ISSUES PRESENTED BY TENANT’S POSITION AS A WORLD-LEADING FINANCIAL SERVICES COMPANY

a) TENANT’S COMMAND CENTER; TENANT’S SECURITY OPERATOR

Tenant shall have the right to maintain its own security command center (herein called the “Command Center”) Subject to Tenant’s right to designate, subject to Landlord’s reasonable approval, the operator of the Command Center from time to time (herein called “Tenant’s Security Operator” or “TSO”), the initial operator of the Command Center shall be Citigroup Security and Investigative Services. Landlord and Tenant acknowledge and agree that as of the date of the Lease, the security operations of TSO and Landlord’s Security Provider (herein called “LSP”) may not have been separated and may be run jointly from the Command Center. In such event, LSP shall work diligently, at Landlord’s sole cost and expense, to separate its operations from the Command Center within 30 days from the date of this lease, during which time TSO and LSP shall cooperate in their joint use of the Command Center.

b) COORDINATION WITH LANDLORD’S SECURITY PROVIDER

Subject to the rights of Tenant’s Security Operator set forth below to control exclusively certain security requirements affecting the Premises only, TSO and LSP shall cooperate with each other to provide optimum security for the Building and the Premises. Such cooperation shall include, without limitation:

1. Mutual consultation with respect to the training, skill sets, and competence levels of all security personnel.

2. Periodic exercises held jointly and/or individually by TSO and LSP to test the effectiveness of the security staff competency, which exercises may include, without limitation, attempting to circumvent security controls, attempted intrusion, and cycling inert explosive devices/weapons through

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xray machines. Results of these tests will be promptly shared by TSO and LSP.

3. Consultation regarding appropriate uniforms for building security staff.

4. TSO’s right to maintain a site manager present at the Building.

5. The prompt sharing of information between LSP and TSO including, without limitation:

¨ Detection of weapons or contraband by Xray process

¨ Accidents and injuries

¨ Fire

¨ Incidents of criminal activity

¨ Intrusion

¨ Natural or manmade disaster

¨ Engineering Impairments

¨ Electrical Impairments

¨ Suspicious packages

¨ Bomb Threats

c) GENERAL ACCESS CONTROL

1. Perimeter security will be maintained at or above levels in effect as of the date of the Lease. There will be a manned perimeter patrol 24 hours a day, 7 days a week. Perimeter security will include enforcing no standing and other parking restrictions.

2. Maintain procedures in effect as of the date of the Lease regarding xray of all incoming packages through the main lobbies and all incoming mail and deliveries to all tenant spaces and areas of the Building.

3. Loading Dock to be adequately staff with trained security officers. All delivery vehicles will be subject to inspection for security purposes.

4. Building security will post security officers at the lobby turnstiles to conduct “card-to-face” verifications.

5. Food and other deliveries shall not be made to individual floors. All such items shall be handled in the messenger center.

6. Messengers will not be allowed onto individual floors for any reason.

7. Suspicious mail handling protocols established by TSO will be maintained.

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d) PREMISES ACCESS CONTROL

1. TSO shall have the right to exclude LSP security personnel from all or any portion of the Premises and to provide security to such portions of the Premises by security personnel selected and hired by TSO.

Communications to floors of the Premises via desk drop, email, signage, PA announcement, or any other form of communication (except during emergency) will receive prior approval from TSO.

e) SECURITY ADMINISTRATION

1. TSO shall have the right to inspect appropriate records, logbooks, training files, training aids, guard post orders, manuals, base building security incident reports, assessments, security surveys, etc. and lists of all building engineering, cleaning, security, and other support services staff members as reasonably required.

LSP shall provide TSO with a reasonably detailed weekly report of all security and safety related matters.

Existing security policies stated in the Security Operations Manual will be adhered to in scope and intent.

Security and safety related complaints, suggestions and recommendations from TSO will be addressed promptly.

f) FIRE & LIFE SAFETY

1. Changes in the Building’s Fire Safety Plan shall be mutually approved by TSO and LSP.

2. Fire drills, evacuation drills, and any other tenant-intensive training event will be approved and coordinated by TSO and LSP.

3. The assignment on Tenant floors of floor leaders, fire wardens, deputy fire wardens, searchers, and other tenant emergency organization will be subject to the approval of TSO.

g) SECURITY SYSTEMS

1. Any planned or proposed alterations or modifications to the Building’s CCTV, access control, guard staffing, perimeter security measures or installed security equipment must be jointly approved by LSP and TSO.

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2. TSO will be granted access to base building common tenant location card history, access reports, time and attendance, and other card access system reports as required.

3. Base building card access, access levels, time zones, and all other matters concerning the card access data base management of Tenant employees will remain the responsibility of TSO.

4. TSO will approve card control processing for Tenant’s employees in the premises as well as base building common areas.

5. Card readers servicing non-Tenant areas and the lobby turnstiles will be modified to terminate at LSP’s control center.

6. Tenant will retain ownership of all existing security equipment which either (i) exclusively serves the Premises or (ii) is not reasonably required by Landlord to provide security to the Building other than the Premises.

7. Tenant will maintain CCTV tie in to perimeter cameras and common area cameras.

h) EMERGENCY RESPONSE

1. TSO shall have the capability of communicating on the base building security and engineering channels of the portable radio system. Operational procedures will be put in place to ensure that base building security force can provide back up security officers when required.

2. Any events, disturbances, protest activity, civil unrest, union activities, weather or environmental dangers, parades, etc. will be communicated to and from TSO and LSP.

3. TSO will maintain and forward to LSP an Emergency Notification List, consisting of telephone, pager, and other call-up information in case of emergency. This information will be kept highly confidential.

4. In the case of an emergency, LSP will fully cooperate with the implementation of TSO’s Continuity Of Business plans.

i) SPECIAL EVENTS

1. TSO and LSP will inform each other when any special event is planned by Tenant or another tenant, or when a high level VIP, government official, dignitary or high profile visitor is expected, or photographers, press, or other media entities will be present in the Building.

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2. LSP will maintain a sufficient supply of two-way radios in the event that additional coverage for a special event is required by LSP or TSO.

3. LSP will use reasonable efforts to comply with TSO’s occasional need for accommodations for special events.

4. In the event of a planned visit by a dignitary, head of state, celebrity, or other person of renown to the Premises, TSO will inform LSP, and appropriate arrangements will be made.

j) ONE COURT SQUARE BUILDING SECURITY OPERATIONS PROCEDURES

Landlord and LSP have been provided with a copy of the “One Court Square Building Security Operations Procedures” (herein called the “SOP”). Many of the procedures set forth above, particularly with respect to General Access Control and Premises Access Control, are covered in detail in the SOP. All of the procedures contained in the SOP shall remain in force unless and until modified by mutual agreement of TSO and LSP.

k) CONFIDENTIALITY

Various procedures set forth above provide for the sharing of information between TSO and LSP. All such information shall be treated as confidential by TSO and LSP to the full extent practicable. In addition, in those situations where TSO or LSP believe in their reasonable discretion that legitimate confidentiality concerns require non-disclosure of particularly sensitive information (such as the identity of a dignitary or head of state visiting the Premises or the premises of another tenant of the Building), TSO or LSP, as the case may be, may withhold such information.

l) PHYSICAL SECURITY BARRIERS

Any security barriers on the perimeter of the Building as of the date of the Lease shall remain in place, subject to the mutual agreement of TSO and LSP as to the need to modify or upgrade from time to time the placement around the perimeter of the Building of impediments to vehicular threats to the safety of the Building.

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EXHIBIT O

Tenant’s Lobby Podium Location

O-1

EXHIBIT P

Not Used

P-1

EXHIBIT Q-1

Form of Tenant’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Landlord, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Tenant”) hereby certifies to Landlord that as of the date hereof:

1. The undersigned is the tenant under that certain Lease dated as of                                          by and between                                         , a              (“Landlord”) and Tenant [**, as amended by                                          (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the he building known as One Court Square, 25-01 Jackson Avenue in the Long Island City, County of Queens and State of New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on              and shall expire on             , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Tenant has exercised the following options to extend the term of the Lease (if none, please state “none”):                                         , and Tenant has the following unexercised options to extend the term of the Lease (if none, please state “none”):                                         .

5. Tenant has exercised the following rights of first offer, rights of first refusal and/or other expansion rights with respect to the Property (if none, please state “none”):                                         .

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6. Fixed Rent is paid through and including              and Tax Payments are paid through and including             . No Fixed Rent has been paid more than 30 days in advance.

7. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):             .

8. Tenant has no option or right to purchase the Leased Premises or the Property, or any part thereof, or any interest therein other than as set forth in Article 44 of the Lease.

9. Tenant has not sublet all or a portion of the Leased Premises, except as indicated below (if none, please state “none”):             .

10. ***[Copies of invoices for any Landlord Reimbursement Amounts heretofore billed to Landlord by Tenant are attached hereto as Exhibit B.]***

11. As of the date hereof, Tenant, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of             , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Landlord under the Lease or otherwise, against rents or other charges due or to become due under the Lease except as indicated below (if none, please state “none”):             .

12. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Tenant from Landlord of a default by Tenant under the Lease which has not been cured, except as indicated below (if none, please state “none”):             .

13. Tenant has not given Landlord any notice of a default on the part of the Landlord under the Lease which has not been cured and, to Tenant’s Actual Knowledge, as of the date hereof, Landlord is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Tenant has knowledge**].

14. This certificate is delivered with the understanding that Landlord, [**lender/purchaser and purchaser’s lenders and prospective lenders**], and their successors and/or assigns, may rely upon this certificate.

Q-1-2

The undersigned is duly authorized to execute this certificate on behalf of Tenant.

TENANT:

By:

Name:

Title:

Dated:             , 20    

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EXHIBIT Q-2

Form of Landlord’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Tenant, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Landlord”) hereby certifies to Tenant that as of the date hereof:

1. The undersigned is the landlord under that certain Lease dated as of             , by and between Landlord and Citibank, N.A., a national banking association (“Tenant”) [**as amended by              (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as One Court Square, 25-01 Jackson Avenue in Long Island City, County of Queens and State of New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on              and shall expire on             , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Fixed Rent is paid through and including                     .

5. Landlord Reimbursement Amounts in the amount of $             are due and payable on             , 20    . Landlord is disputing its obligation to pay Landlord Reimbursement Amounts in the amount of $             (if none, please state “none”).

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6. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                      

7. As of the date hereof, Landlord, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Tenant under the Lease or otherwise, against any amounts due or to become due from Landlord to Tenant under the Lease except as indicated below (if none, please state “none”):                                         .

8. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Landlord from Tenant of a default by Landlord under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                              .

9. Landlord has not given Tenant any notice of a default on the part of the Tenant under the Lease which has not been cured and, to Landlord’s Actual Knowledge, as of the date hereof, Tenant is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Landlord has knowledge**].

10. This certificate is delivered with the understanding that Tenant, [**lender/assignee and assignee’s lenders and prospective lenders**], and their successors and/or assigns may rely upon this certificate.

The undersigned is duly authorized to execute this certificate on behalf of Landlord.

LANDLORD:

By:

Name:

Title:

Dated:             , 20    

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EXHIBIT R

Form of Memorandum of Lease

MEMORANDUM OF LEASE

between

                                         ,

as Landlord

and

CITIBANK, N.A.,

as Tenant

Dated: As of                   200    

Location of Premises

Long Island City, County of Queens and State of New York
Address:	One Court Square (25-01 Jackson Avenue)
Section:
Block:	79
Lot:	30
Record and Return to:
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street New York, New York 10022
Attention: Dean A. Stiffle, Esq.

R-1

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.

NAME AND ADDRESS
OF LANDLORD:
NAME AND ADDRESS OF TENANT:	Citibank, N.A. One Court Square 25-01 Jackson Avenue Long Island City, New York 11120
DATE OF LEASE:	As of ***[                 , 20    ]***
DESCRIPTION OF PREMISES:	The Premises consist of the land and improvements (the “Building”) thereon located One Court Square, Long Island City, New York, such land being more particularly described in Schedule A attached hereto (the “Real Property”).
COMMENCEMENT DATE OF INITIAL TERM:	***[                 , 20    ]***
EXPIRATION DATE OF INITIAL TERM:	May 11, 2020
RIGHT TO GRANT EASEMENTS	Tenant has the right to grant certain easements which burden the Real Property as more particularly described in Article 33 of the Lease.
RENEWAL TERMS:	The Lease contains five (5) five (5) year extension options. The extension options are more particularly described in Article 36 of the Lease.
RIGHT TO GRANT LEASEHOLD MORTGAGES	Tenant may subject its interest in the Lease and the leasehold interest created thereby may at any time and from time to time be, directly or indirectly, to one or more leasehold mortgages. The holders of any such leasehold mortgages shall be entitled to certain rights under the Lease as more particularly set forth in the Lease, including Article 43 thereof.
RIGHT OF FIRST OFFER	The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described

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TO PURCHASE:	in Article 44 of the Lease.
NAMING AND SIGNAGE RIGHTS:	Tenant has the right to name the Building, and Tenant has rights with respect to signs, banners, flags, monuments, kiosks and other means of identification, as more particularly described in Articles 16 of the Lease
ROOFTOP RIGHTS:	Tenant has certain rights with respect to the rooftop of the Building, as more particularly described in Article 39 of the Lease.
SURVIVING OBLIGATIONS:	Landlord’s and Tenant’s obligations pursuant to Section 35.06 and Article 45 of the lease will survive the termination of the Lease
CONTRACTION RIGHTS:	Tenant has the right to surrender portions of the Premises, as more particularly described in Article 4.

This instrument is intended to be only a Memorandum of Lease, reference to which is hereby made for all of the terms, conditions and covenants of the parties. This instrument shall not be construed to modify, change, vary or interpret said Lease or any of the terms, covenants or conditions thereof. In all instances, reference to the Lease should be made for a full description of the rights and obligations of the parties. The recordation of this Memorandum is in lieu of, and with like effect as, the recordation of the Lease.

[signatures follow]

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease on the date hereinabove first set forth.

WITNESS:		LANDLORD:
By:
	Print Name
		By:
		Name:
		Title:
WITNESS:		TENANT:
By:		CITIBANK, N.A., a national banking association
	Print Name
		By:
		Name:
		Title:

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State of New York
	}	SS:
County of New York

On the              day of              in the year 2005 before me, the undersigned, a Notary Public in and for said State, personally appeared             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

State of New York
	}	SS:
County of New York

On the              day of              in the year 2005 before me, the undersigned, a Notary Public in and for said State, personally appeared             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

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SCHEDULE A

Legal Description

R-6

EXHIBIT S

Legal Description-Adjacent Parcel

S-1

EX-10.40.2

Exhibit 10.40.2

FIRST AMENDMENT TO LEASE

FIRST AMENDMENT TO LEASE (this “Amendment”), dated as of August 3, 2005 between RECKSON COURT SQUARE, LLC, a Delaware limited liability company, having an office at c/o Reckson Associates Realty Corp., 1350 Avenue of the Americas, Suite 901, New York, New York 10019 (“Landlord”) and CITIBANK, N.A., a national banking association, having an office at having an office at One Court Square, Long Island City, New York 11120 (“Tenant”).

W I T N E S S E T H

WHEREAS, Landlord and Tenant executed and exchanged that certain Lease, dated as of May 12, 2005 (the “Original Lease”), covering that certain land more particularly described in Exhibit A annexed hereto (the “Land”) and that certain building with attached low-rise building and connecting rotunda (the “Building” and, together with the Land, the “Property”) known as One Court Square in Long Island City, Queens County, New York, as more particularly described in the Original Lease;

WHEREAS, Landlord and Tenant desire to modify certain terms and provisions of the Original Lease.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree that the Original Lease shall be modified as follows:

1.        All capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Lease.

2.        Amendment to Section 4.01 of the Original Lease. The first three sentences of Section 4.01 of the Original Lease are hereby amended and restated in their entirety as follows:

Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a “Surrender Notice”) which may be given one or more times (a) during the period commencing on September 20, 2009 up to and including the earlier to occur of (x) September 30, 2011 or (y) the occurrence of any Surrender Date (herein called the “Tranche 1 Surrender Notice Period”) or (b) if Tenant shall not have delivered a Surrender Notice during the Tranche 1 Surrender Notice Period (and no portion of the Premises shall have been surrendered by Tenant), during the period commencing on September 20, 2012 up to and including September 30, 2014 (herein called the “Tranche 2 Surrender Notice Period; any Trance 2 Surrender Notice Period or Tranche 1 Surrender Notice Period may each hereinafter be individually and generically

referred to as a “Surrender Notice Period”), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called “Surrender Space”) consisting of two (2) or more full Office Floors on or above the 6^th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable square feet of the Premises, and thereafter send one or more Surrender Notices during the applicable Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors in any Surrender Notice) comprising up to an additional 189,816 rentable square feet (i.e., the Surrender Space shall not exceed 280,326 rentable square feet in the aggregate). Any Surrender Notice shall identify the Surrender Space and indicate the date on which such Surrender Space will be surrendered, which date(s) (a) for a Surrender Notice given during the Tranche 1 Surrender Notice Period, may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month, and (b) for a Surrender Notice given during the Tranche 2 Surrender Notice Period, may be no earlier than December 20, 2013, no later than December 31, 2015, and must correspond with the last day of a month (any such date is herein called a “Surrender Date”).

3.        Amendment to Exhibit J to the Original Lease. The first sentence of Section 4.01 (a) of Exhibit J to the Original Lease is hereby amended and restated in its entirety as follows:

Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a “Tranche 1 Surrender Notice”) which may be given one or more times during the period commencing on September 20, 2009 up to and including September 30, 2011 (herein called the “Tranche 1 Surrender Notice Period”), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called “Tranche 1 Surrender Space”; and any portion of the Premises that was surrendered to Landlord pursuant to the Original Lease for which notice was given during the Tranche 1 Surrender Notice Period shall constitute Tranche 1 Surrender Space) consisting of two (2) or more full Office Floors on or above the 6^th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors.

4.        Amendment to Exhibit J to the Original Lease. The first sentence of Section 4.01(b) of Exhibit J to the Original Lease is hereby amended and restated in its entirety as follows:

Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a “Tranche 2 Surrender Notice”; any Tranche 2 Surrender Notice or Tranche 1 Surrender Notice may each hereinafter be individually and generically referred to as a “Surrender Notice”), which may be given one or more times during the period commencing on September 20, 2012 up to and including September 30, 2014 (herein called the “Tranche 2 Surrender Notice Period”), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is hereinafter called “Tranche 2 Surrender Space”; and any portion of the Premises that was surrendered to Landlord pursuant to the Original Lease for which notice was given during the Tranche 2 Surrender Notice Period shall constitute Tranche 2 Surrender Space; any Tranche 2 Surrender Space or Tranche 1 Surrender Space may hereinafter be individually and generically referred to as “Surrender Space”) consisting of two (2) or more full Office Floors on or above the 6^th floor of the Building and containing not more than 280,326 rentable square in the aggregate, all of which shall consist of full Office Floors.

5.        No Modification. Except as modified hereby, the Original Lease shall remain in fill force and effect and is hereby ratified and confirmed.

6.        Representations. Landlord and Tenant each represent that this Amendment has been duly authorized and executed by it and is binding upon such party in accordance with its terms.

7.        This Amendment shall be governed by the laws of the State of New York without giving effect to conflict of laws principles thereof.

8.        This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their successors and permitted assigns.

9.        Tenant shall not record this Amendment, but contemporaneous herewith, Landlord and Tenant shall execute, acknowledge and deliver to other, and Tenant may record, a statutory form of memorandum with respect to this Amendment pursuant to the provisions of Section 291-C of the Real Property Law of the State of New York.

10.        The captions, headings, and titles in this Amendment are solely for convenience of reference and shall not affect its interpretation.

11.        This Amendment may be executed in duplicate counterparts, each of which shall be deemed one original and all of which, when taken together, shall constitute one and the same instrument.

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

RECKSON COURT SQUARE, LLC,
Landlord
By:	One Court Square Holdings, LLC, a
	Delaware limited liability company, its sole member
	By:	Reckson Operating Partnership,
		L.P., a Delaware limited partnership, its sole member
		By:	Reckson Associates Realty
			Corp., a Maryland corporation, its general partner
			By:	/s/ JASON BARNETT
				Name: JASON BARNETT
				Title: EXECUTIVE VICE PRESIDENT

CITIBANK, N.A., Tenant
By:
	Name:
	Title:

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

RECKSON COURT SQUARE, LLC,
Landlord
By:	One Court Square Holdings, LLC, a
	Delaware limited liability company, its sole member
	By:	Reckson Operating Partnership,
		L.P., a Delaware limited partnership, its sole member
		By:	Reckson Associates Realty
			Corp., a Maryland corporation, its general partner
			By:
				Name:
				Title:

CITIBANK, N.A., Tenant
By:	/s/ Guy R. McComb
	Name: Guy R. McComb
	Title:    Vice President

EXHIBIT A

Legal Description

ALL THAT CERTAIN PLOT, PIECE, OR PARCEL OF LAND, SITUATE, LYING, AND BEING IN THE BOROUGH AND COUNTY OF QUEENS, CITY AND STATE OF NEW YORK, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE CORNER FORMED BY THE INTERSECTION OF THE NORTHWESTERLY SIDE OF JACKSON AVENUE WITH THE WESTERLY SIDE OF COURT SQUARE;

RUNNING THENCE SOUTH 33 DEGREES 20 MINUTES 00 SECONDS WEST AND ALONG THE NORTHWESTERLY SIDE OF JACKSON AVENUE, 220.449 FEET TO THE NORTHERLY SIDE OF 45TH AVENUE;

THENCE SOUTH 75 DEGREES 17 MINUTES 05,2 SECONDS WEST AND ALONG THE NORTHERLY SIDE OF 45TH AVENUE, 286.083 FEET;

THENCE NORTHERLY AT RIGHT ANGLES TO THE NORTHERLY SIDE OF 45TH AVENUE, 25.003 FEET;

THENCE WESTERLY PARALLEL WITH THE NORTHERLY SIDE OF 45TH AVENUE, 90.027 FEET TO THE EASTERLY SIDE OF 23RD STREET;

THENCE NORTH 14 DEGREES 42 MINUTES 54.8 SECONDS WEST AND ALONG THE EASTERLY SIDE OF 23RD STREET, 75.011 FEET;

THENCE EASTERLY AT RIGHT ANGLES TO THE EASTERLY SIDE OF 23RD STREET, 115.013 FEET;

THENCE NORTHERLY AT RIGHT ANGLES TO THE LAST MENTIONED COURSE, 100.015 FEET TO THE SOUTHERLY SIDE OF 44TH DRIVE;

THENCE NORTH 75 DEGREES 17 MINUTES 05.2 SECONDS EAST AND ALONG THE SOUTHERLY SIDE OF 44TH DRIVE, 425.048 FEET TO THE CORNER FORMED BY THE INTERSECTION OF THE SOUTHERLY SIDE OF 44TH DRIVE WITH THE WESTERLY SIDE OF COURT SQUARE;

RUNNING THENCE SOUTH 14 DEGREES 42 MINUTES 54.8 SECONDS EAST AND ALONG THE WESTERLY SIDE OF COURT SQUARE 52.659 FEET TO THE CORNER FORMED BY THE INTERSECTION OF THE NORTHWESTERLY SIDE OF JACKSON AVENUE WITH THE WESTERLY SIDE OF COURT SQUARE, THE POINT OR PLACE OF BEGINNING.

FOR INFORMATION ONLY:                BLOCK 79       LOT 30

EX-10.41

Exhibit 10.41

LEASE

between

388 REALTY OWNER LLC

Landlord

and

CITIGROUP GLOBAL MARKETS INC.

Tenant   

PREMISES:

388 Greenwich Street

New York, New York 10013

Dated: as of December 18, 2007

ARTICLE 1	Term and Fixed Rent	1
ARTICLE 2	Delivery and Use of Premises	5
ARTICLE 3	Taxes and Operating Expenses	8
ARTICLE 4	Intentionally Omitted	23
ARTICLE 5	Subordination	23
ARTICLE 6	Quiet Enjoyment	24
ARTICLE 7	Assignment, Subletting and Mortgaging	25
ARTICLE 8	Compliance with Laws	35
ARTICLE 9	Insurance	38
ARTICLE 10	Intentionally Omitted	45
ARTICLE 11	Alterations	45
ARTICLE 12	Landlord’s and Tenant’s Property	49
ARTICLE 13	Repairs and Maintenance	52
ARTICLE 14	Electricity	52
ARTICLE 15	Services	53
ARTICLE 16	Access; Signage; Name of Building	53
ARTICLE 17	Notice of Occurrences	55
ARTICLE 18	Non-Liability and Indemnification	55
ARTICLE 19	Damage or Destruction	58
ARTICLE 20	Eminent Domain	62
ARTICLE 21	Surrender	63
ARTICLE 22	Conditions of Limitation	65
ARTICLE 23	Reentry by Landlord	68
ARTICLE 24	Damages	69
ARTICLE 25	Affirmative Waivers	73
ARTICLE 26	No Waivers	74
ARTICLE 27	Curing Tenant’s Defaults	74
ARTICLE 28	Broker	75
ARTICLE 29	Notices	76
ARTICLE 30	Estoppel Certificates	78
ARTICLE 31	Memorandum of Lease	79

TC-1

TABLE OF DEFINED TERMS

ARTICLE 32	No Representations by Landlord	79
ARTICLE 33	Easements	81
ARTICLE 34	Holdover	82
ARTICLE 35	Miscellaneous Provisions and Definitions	83
ARTICLE 36	Extension Terms	91
ARTICLE 37	Arbitration	98
ARTICLE 38	Confidentiality; Press Releases	100
ARTICLE 39	Rooftop; Tenant’s Antenna and Other Equipment	101
ARTICLE 40	Back-Up Power System; Chillers	102
ARTICLE 41	Benefits Cooperation	103
ARTICLE 42	Intentionally Omitted	104
ARTICLE 43	Leasehold Mortgages	104
ARTICLE 44	Right Of First Offer To Purchase	112

TABLE OF SCHEDULES AND EXHIBITS

Schedule 1:	Form of Certificate of Insurance
Schedule 2:	Employees
Schedule 3:	Current Occupancy Agreements
Exhibit A:	Legal Description
Exhibit B:	Recorded Agreements
Exhibit C:	Form of Guaranty
Exhibit D:	Superior Mortgagee SNDA Agreement
Exhibit E:	Not Used
Exhibit F:	Not Used
Exhibit G	Landlord’s Non-Disturbance Agreement
Exhibit H:	Not Used
Exhibit I:	Form of Memorandum of Lease
Exhibit J:	Form of Restated and Amended Lease
Exhibit K:	Cable Interconnect
Exhibit L:	Form of Reciprocal Easement Agreement
Exhibit M-1:	Form of Tenant’s Estoppel
Exhibit M-2:	Form of Landlord’s Estoppel

TC-2

12th Floor Mechanical Rooms	93
390 Renewal Exercise	92
Additional Charges	3
Adjacent Parcel	81
Adverse Assignee Modification	27
Affiliate	25
Alterations	45
Alternative R&M Program	20
Amended and Restated Lease	59
and/or	86
Appeal Deadline	75
Applicable Release Date	79
Applicable Time Periods	59
Arbitration Notice	94
Audit Notice	21
Audit Period	21
Audit Representative	22
Back-Up Power System	102
Bankruptcy Code	65
Base Rate	86
Base Unit Elements	58
Basement	1
Benefits	104
Broker	75
Building	1
Building Systems	58
Business Day	85
Cables	81
Capital Date	8
Chillers	102
Citigroup Tenant	26
Cogeneration Procurement	52
Commencement Date	2
Commensurate Rights	30
Comparable Buildings	29
Confidential Information	100
Contracted Space	92
control	25
Corporate Successor	26
CPI	85
CPI-AUC	85
Current Occupancy Agreements	25
Date of the Taking	61
Delayed Performance	18
Diesel Area	102
Diesel Generator	102
Disaster Functions	60
Dispute Period	21
Environmental Laws	87
Escrow Agent	79
Escrowed Release	79
Excluded Obligations	28

TC-1

TABLE OF DEFINED TERMS

Existing Superior Mortgage	23
Existing Superior Mortgagee	23
Expert Designation Notice	44
Expert Response Notice	44
Expiration Date	3
Extended Item Cost	18
Extended Landlord Capital Item	9
Extended Landlord Capital Item Notice	18
Extended Response Dispute Notice	18
Extension Election Notice	93
Extension Premises	92
Extension Term	91, 92
Failing Party	98
FF&E	32
First Extension Term	91
First Ten Year Option	91
First-Class Landlord Standard	18
Fixed Rent	3
Force Majeure Causes	84
Franchise Division	91
GAAP	8
Generator Area	102
Guarantor	90
Guaranty	90
Hazardous Materials	86
herein	86
hereof	86
hereunder	86
holder of a mortgage	85
Holdover Damages	83
Improvements Restoration Work	59
Initiating Party	95
Insurance Cap	43
Insurance Election	43
Insurance Notice	43
Interest Rate	86
Land	1
Landlord	1, 86
Landlord Act	57
Landlord Compliance Capital Item	8
Landlord Party	55
Landlord R&M Capital Item	8
Landlord Reimbursement Amounts	8
Landlord Reimbursement Items	9
Landlord Reimbursement Notice	20
Landlord’s Non-Disturbance Agreement	29
Landlord’s Notice	94
Landlord’s Submitted Value	96
landlord’s waiver	48
laws and requirements of any public authorities	85
lease	1
Lease Year	3
Leasehold Improvements	58

DT-2

TABLE OF DEFINED TERMS

Leasehold Mortgage	104
Leasehold Mortgagee	105
Legal Requirements	85
Lobby	1
Lower Price	114
Market Value Rent	97
Material Adverse Alteration	45
Material Documents	17
Minimum Sublease Rent	30
mortgage	85
mortgagee	85
Mortgagee	1
Named Tenant	26
Net Recurring Additional Charges	9
notices	75
nsurance Quote	43
OFAC	90
Offer Contract	113
Offer Price	113
Offered Property	113
Offering Notice	113
Office Floor	1
Office Floors	1
Operating Expenses	9
Option Five Extension Premises	93
Option Four Extension Premises	93
Option One Extension Premises	92
Option Period	113
Option Six Extension Premises	93
Option Three Extension Premises	92
Option Two Extension Premises	92
person	86
Premises	1
Prior Owner	38
Prohibited Uses	8
Qualifying Lease	83
Qualifying Lease Notice	83
Qualifying Sublease	29
Rating Agency	29
Rating Threshold	43
Real Property	9
recognition agreement	48
Recorded Agreements	63
Records	21
Reimbursement Dispute Notice	21
Reimbursement Operating Expenses	9
Reimbursement Taxes	11
Rent Notice	93
Required Cert Proceeding	15
requirements of insurance bodies	85
Responding Party	95
Response Notice	94
Revocable Consent Agreement	91

DT-3

TABLE OF DEFINED TERMS

Revocation Notice	94
Revocation Period	94
Second Extension Term	91
Second Ten Year Option	91
Service and Business Relationship Entities	34
SNDA Agreement	23
Specialty Alterations	50
Sublease Document	28
Sublease Income	31
Sublease Profit	31
Sublease Term	31
Submetering Cost	98
substantially the same	114
Succession Date	2
Superior Interests	105
Superior Lease	23
Superior Lessor	23
Superior Mortgage	23
Superior Mortgagee	23
Superior Mortgagee SNDA Agreement	24
System Area	102
Tax Payment	14
Tax Year	12
Taxes	11
Tenant	1, 86
Tenant Act	56
Tenant Compliance Capital Item	12
Tenant Party	55
Tenant R&M Capital Item	13
Tenant’s Collateral	48
Tenant’s Property	50
Tenant’s Submitted Value	96
Tenant-Funded Residual Cap Ex Amounts	13
Term	2
Terms	113
Third Extension Term	91
Third Ten Year Option	91
Trust Deed Holders	1
Undisputed Items	22
untenantable	60
UPS Area	102
UPS Battery System	102
Useful Life	14
Useful Life Estimate	18

DT-4

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 forty (40) story building (the “Building”) known as 388 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 39^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”) and the basement of the Building (herein called the “Basement”). Landlord and Tenant hereby agree that the Premises shall be deemed to contain an aggregate of 1,869,752 rentable square feet (which is the area on which Fixed Rent is determined hereunder) comprised as follows:

Office Floors:

2nd Floor	37,396*	21st Floor	51,941
3rd Floor	47,097	22nd Floor	50,060
4th Floor	37,825	23rd Floor	50,060
5th Floor	51,664	24th Floor	50,060
6th Floor	52,522	25th Floor	50,060
7th Floor	52,522	26th Floor	49,863
8th Floor	52,522	27th Floor	49,812
9th Floor	52,522	28th Floor	50,058
10th Floor	52,522	29th Floor	50,054
11th Floor	52,522	30th Floor	49,211
12th Floor	28,404	31st Floor	50,544
13th Floor	36,257	32nd Floor	50,898
14th Floor	51,073	33rd Floor	50,896
15th Floor	51,073	34th Floor	50,896
16th Floor	51,072	35th Floor	47,082
17th Floor	51,011	36th Floor	47,082
18th Floor	50,346	37th Floor	47,082
19th Floor	51,932	38th Floor	47,082
20th Floor	51,941	39th Floor	38,780

Lobby:

Retail/Storage space 9,954

Basement:

Retail/Storage space 16,049

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

* Includes 262 rentable square feet of storage space.

2

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 first Lease Year, the sum of SEVENTY MILLION FOUR HUNDRED FOURTEEN THOUSAND EIGHT HUNDRED SIXTY AND 00/100 DOLLARS ($70,414,860.00) per annum ($37.66 per rentable square foot per annum and $5,867,905.00 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 $70,414,860.00, (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 $72,069,609.00 (i.e., $70,414,860.00 x 102.35%). By way of further example, if (i) the Fixed Rent in the second Lease Year is $72,069,609.00, (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 $74,772,219.00 (i.e., $72,069,609.00 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. The number of rentable square feet set forth in Section 1.02 for each Office Floor and for the retail and storage space located in the Lobby and Basement shall be the basis for computing (i) Fixed Rent abatements or reductions in Fixed Rent pursuant to any of the provisions of this lease, if and when applicable, (ii) the rentable

3

area of any Extension Premises comprising full floors, and (iii) Fixed Rent and Tenant’s Share under the Amended and Restated Lease.

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.

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,

4

(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 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.

5

(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 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

6

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 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 referred to in Section 2.02(a)(viii) of the Amended and Restated Lease 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.

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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.

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.

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(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 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:

(1) with respect to any Landlord Compliance Capital Item or Landlord R&M Capital Item which has a Useful Life that extends beyond the Expiration Date (herein collectively called an “Extended Landlord Capital Item”), that portion of the cost of any such Extended Landlord Capital Item that is allocable to the portion of its Useful Life occurring after the Expiration Date amortized on a straight-line basis in accordance with GAAP; provided, however, that

(i) with respect to any Extended Landlord Capital Item performed after the Capital Date during the initial term of this lease or during any Extension Term, if Tenant has exercised an Extension Option with respect to less than the

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entire Premises, then only the portion of the cost of any such Extended Landlord Capital Item that relates to the portion of its Useful Life occurring after the Expiration Date that is allocable to the portion of the Premises with respect to which Tenant has not exercised the Extension Option will constitute Reimbursement Operating Expenses, and

(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:

if Tenant shall have exercised the First Ten Year Option with respect to 80% of the Premises and on the first day of the last year of the initial term of this lease, 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 $1,800 will constitute Reimbursement Operating Expenses, representing 20% of the $9,000 portion of such cost attributable to the period following the expiration of the initial term of this lease; and

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.

(2) amounts paid by Tenant which are thereafter reimbursed or credited to Landlord, whether by insurance or casualty proceeds or condemnation proceeds, warrantees or otherwise, together with interest thereon to the extent received by Landlord (except to the

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extent, but only to the extent, that Tenant is an indirect beneficiary of such reimbursement or credit); and

(3) expenses paid by Tenant and reimbursed directly to Landlord by third parties.

(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 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

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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 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

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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 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

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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.

(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

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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 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

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(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 and to the extent following the Expiration Date the Amended and Restated Lease comes into effect, the provisions of Section 3.02(c) of the Amended and Restated Lease shall apply. 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, 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

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(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 or has elected to renew this lease for less than the entire Premises, 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 or commencement of the Amended and Restated Lease, as applicable). 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 or has elected to renew this lease for less than the entire Premises, 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 commencement of the Amended and Restated Lease, as applicable) 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 or has elected to renew this lease for less than the entire Premises, 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 or commencement of the Amended and Restated Lease, as applicable), 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 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

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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.

(f) In order to compensate Landlord for the costs incurred by Landlord in reviewing and administering this lease, Tenant agrees to pay to Landlord, as Additional Charges, an amount equal to Five Hundred Thousand and 00/100 ($500,000.00) Dollars per annum payable in equal monthly installments of $41,666.66 on the first day of each month during the Term.

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

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Landlord Capital Item (“Non-Reimbursement Election”). In the event that Landlord 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 or the Amended and Restated 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 (or in the case Tenant exercises an Extension Option for less than the entire Premises, at any time following the commencement date of the applicable Extension Term with respect to the portion of Landlord Reimbursement Amounts that are allocable to the portion of the Premises that was not extended), 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

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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 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

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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 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, Tenant shall have the right to offset such Landlord Reimbursement Amount against the rent thereafter coming due under the Amended and Restated Lease, together with interest at the Interest Rate from the date of the Landlord Reimbursement Notice until the date such offset is taken.

(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

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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 as well as the restatement of this lease pursuant to the Amended and Restated Lease.

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

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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 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

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(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 (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.

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“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 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

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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 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

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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;

(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”.

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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.

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;

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(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 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) and Sections 16.08 and 16.09 of the Amended and Restated Lease. Any disagreement between Landlord and Tenant as to whether or not a proposed sublease conveys rights to a subtenant that are

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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:

(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

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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 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

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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 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.

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(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 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

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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 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

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(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, 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

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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 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:

(a) such Legal Requirement obligation is limited to the interior of the Premises, is not related to Hazardous Materials, is not structural in nature and the failure to comply with such Legal Requirement will not have an adverse effect on Building Systems or on the health or safety of any occupant of or visitor to the Building; and

(b) the failure to comply with such Legal Requirement will not (i) subject Landlord or any Superior Mortgagee to prosecution for a crime or any criminal or civil fine or charge (unless, in the case of a civil fine, Tenant agrees in writing to indemnify, defend and hold such parties harmless from and against any such fine or charge and actually pays any such fine or charge), (ii) subject the Premises or any part thereof to being condemned or vacated, or (iii) subject the Building or Land, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required under this lease.

(c) such failure to comply shall not become Landlord’s obligation to cure upon the expiration or earlier termination of this lease.

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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 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

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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 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

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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 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

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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 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

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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 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

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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 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

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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 same right to audit and dispute such insurance costs as is available to Tenant under Section 3.03 of the Amended and Restated Lease, and for purposes hereof said Section shall be deemed incorporated herein by reference.

(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 such term is defined in the Amended and Restated Lease annexed hereto as 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

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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 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.

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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 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

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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 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

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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,” 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

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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.

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

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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 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 be considered common area under the Amended and Restated Lease; 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

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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, 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,

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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 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 the Basic Capacity (as such term is defined in the Amended and Restated Lease), upon the expiration or earlier termination of this lease or the commencement of the Amended and Restated Lease (but only with respect to the portion of the Premises which is not included in the Extension Premises), 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.

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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.

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.

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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.

16.05. Landlord and Tenant hereby acknowledge that the Building’s current designated address is 388 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.

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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, 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, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).

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18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord Party from and against any and all claims arising from or in connection with (a) the occupancy, conduct or management of the Real Property or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord, its agents, employees or contractors) in or about the Real Property during the Term; (b) any act, omission (where there is an affirmative duty to act) or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord

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Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any Landlord Act. If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. Notwithstanding anything to the contrary contained herein, the provisions of this Section 18.03 shall not be applicable unless either (i) Landlord’s indemnification obligations under this Section 18.03 are covered under any of Landlord’s or Landlord’s Affiliates existing insurance policies at no addition cost (other than a de minimis charge) or (ii) Tenant, in its sole

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option, elects by notice to Landlord, to reimburse Landlord for Landlord’s cost of obtaining insurance which covers Landlord’s indemnification obligations under this Section 18.03, in which case, Tenant shall reimburse Landlord for such costs within thirty (30) days following demand therefor accompanied by reasonable documentation evidencing such costs.

ARTICLE 19

Damage or Destruction

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

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; and (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire perimeter HVAC system on each floor of the Building.

19.02. If the Premises shall be partially or totally damaged or destroyed by fire or other casualty, then:

(a) Tenant (or in the case, Tenant has exercised the Insurance Election, Landlord, in which case, the obligations of Landlord under this Section 19.02 may herein be called “Landlord’s Restoration Obligation”) shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (it being understood and agreed that Tenant’s obligations under this

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Section 19.02 to restore and rebuild the Base Elements shall not be contingent upon receipt of proceeds or settlement of any insurance claims, and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) repair the damage to and restore such portion of the Leasehold Improvements on such floor as Tenant shall deem desirable, but which at a minimum shall include, drop ceilings, lighting and HVAC distribution commensurate with a usable open floor plan (herein collectively called the “Improvements Restoration Work”),which Improvements Restoration Work shall be performed diligently and in a workmanlike manner.

The Improvements Restoration Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for the Base Elements (but only if Tenant has not exercised the Insurance Election) and Leasehold Improvements shall be paid to Tenant (or in the case of proceeds relating to the Base Elements, the depository in accordance with Section 9.03) in each case to be used by Tenant to restore and rebuild the Base Elements and perform the Improvements Restoration Work to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If Tenant shall have exercised the Insurance Election and this lease shall be terminated by Tenant pursuant to this Article 19, then, Landlord shall pay to Tenant the portions of any proceeds of Landlord’s insurance policies that are attributable to any Tenant-Funded Residual Cap Ex Amounts.

19.03. If Tenant has not exercised the Insurance Election and all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty there shall be no abatement in Fixed Rent or other amounts payable by Tenant hereunder.

19.04. If Tenant has exercised the Insurance Election, then, in the case of any damage or destruction mentioned in this Article 19 that occurs from and after the Insurance Election Date that results in at least one full floor of the Premises being rendered untenantable (and such affected portion of the Premises cannot be made tenantable within the applicable time periods set forth in Section 19.04(b)(i) of the Amended and Restated Lease relative to a casualty occurring during the last two (2) years of the Term (the “Applicable Time Periods”) as determined by Landlord’s Expert in an Expert’s Notice (as defined in the Amended and Restated Lease) given with fifteen (15) days following the date of casualty), then effective as of the date of such casualty this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended to reflect all of the terms and conditions set forth in the form of Amended and Restated Lease annexed hereto as Exhibit J (the “Amended and Restated Lease”), modified only to complete, in accordance with the terms hereof, those items left blank by necessity on the Amended and Restated Lease, such as the description of the Premises, Tenant’s Share and the amount of Fixed Rent, and the premises demised to Tenant thereunder shall exclude the portions of the Premises so rendered untenantable

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(with appropriate reductions in the Fixed Rent and Tenant’s proportionate share in operating expenses and real estate taxes). Upon the request of either party, Landlord and Tenant shall sign and deliver the Amended and Restated Lease annexed hereto, with the completion of items as aforesaid; provided, however, that without limiting the remedies available to either party for the other party’s failure or refusal to so sign and deliver said Amended and Restated Lease, such failure by either party shall not in any way affect the aforesaid automatic restatement and amendment of this lease. In the event of any damage or destruction mentioned in this Article 19 that occurs during the period that Landlord is required to maintain insurance pursuant to Section 9.06 and Section 9.07 that affects (x) one or more partial Office Floors and/or all or any portion of the retail and/or storage areas of the Premises in the Lobby and/or Basement and/or all or any portion of the Building that would otherwise constitute common areas if multi-tenanted and/or (y) one or more full Office Floors for which it is determined by Landlord’s Expert that same can be restored and made tenantable in less than the Applicable Time Period (irrespective of whether such restoration is completed with the Applicable Time Period), then, in any such case, the respective repair and restoration obligations and rights and remedies of Landlord and Tenant with respect thereto shall be as set forth in Article 19 of the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect) and Tenant shall be entitled to an abatement in rent with respect thereto in accordance with the terms of the Amended and Restated Lease (irrespective of the fact that the Amended and Restated Lease is not then in effect). For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds

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payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in the Amended and Restated Lease, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Except to the extent Tenant has exercised the Insurance Election, Landlord will not be obligated to carry insurance of any kind on the Base Elements, Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

ARTICLE 20

Eminent Domain

20.01. If the whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date.

20.02. If all or substantially all of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, or if permanent access to the Premises or Building shall be taken, Tenant may terminate this lease in whole or in part by giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This lease (or portion hereof) shall terminate on the date set forth in such notice from Tenant to Landlord, which date shall be no more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. Upon

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such partial taking and this lease continuing in force as to any part of the Premises, the Fixed Rent and Additional Charges shall be adjusted according to the rentable area remaining.

20.03. Landlord shall be entitled to receive the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord all of its right, title and interest in and to every such award or payment; provided, however, that Tenant shall have the right to make a claim for the value of Tenant’s moving expenses, and for any of Tenant’s Property and any of Tenant’s furniture, fixtures and equipment taken and, if the provisions of Section 20.05 apply, for the cost of Tenant’s restoration obligations thereunder.

20.04. If the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose during the Term, Tenant shall be entitled to receive the entire award or payment for such taking applicable to the Term. This lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder.

20.05. In the event of a taking of less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises, (a) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Tenant shall deem desirable) and so as to constitute a complete and rentable Building and (b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant’s option, to repair all or such portions of Tenant’s Property as Tenant may elect to repair and (ii) to perform the Improvements Restoration Work.

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Notwithstanding anything to the contrary contained herein, in the event of any taking pursuant to this Section 20.3, the entire award received by Landlord pursuant to Section 20.3 shall be held in trust by Landlord or the Superior Mortgagee (subject to the depository agreement referred to in Section 9.03) for the benefit of Tenant and paid to Tenant for application to the cost of restoration of the Base Elements in accordance with this Section 20.5 and subject to the provisions of Section 20.3, the balance of such award, if any remaining after such application, shall belong to Landlord.

20.06. The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of this Article 20, and in no event will any of the time periods set forth in this Article 20 be extended as the result of Force Majeure Causes.

ARTICLE 21

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record set forth on Exhibit B attached hereto (the “Recorded Agreements”) or otherwise consented to in writing by Landlord and Tenant. Tenant shall remove all of Tenant’s Property and any Specialty Alterations designated by Landlord in accordance with, and except as otherwise provided in, Section 12.03. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender

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shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

21.04. Landlord and Tenant agree that, as of expiration of the Term or commencement of the Amended and Restated Lease, as the case may be, Landlord may either (x) offer the same employment by Landlord (or by the property manager engaged by Landlord) to any or all employees set forth on Schedule 2 (as such list may be updated from time to time by Tenant so as to appropriately reflect the employees employed as of the end of the Term) who are union employees under their then current employment contracts or agreements, including any collective bargaining agreements or (y) terminate the employment of any or all such employees at the Real Property; provided, that, Landlord shall give consideration to (but in no event be bound by) the recommendations of Tenant with respect to the retention of any such employees. If Landlord elects to terminate (i) any of such union employees or (ii) any of the cleaning contractor, building engineer or carpenter of the Building or requires those companies to reduce their employees at the Real Property from those listed on Schedule 2 and, as a result, any of the union employees engaged by such companies are terminated, then the parties hereto acknowledge that certain termination benefits may be payable with respect to such terminated employees. Landlord agrees that it shall be liable for the payment of all such termination benefits and hereby agrees to indemnify and hold harmless Tenant and any other Tenant Party from and against any loss, cost, damage, liability or expense (including, without limitations, reasonable attorneys’ fees, court costs and disbursements) incurred by Tenant or any other Tenant Party arising from or by reason of Landlord’s failure to pay such termination benefits as and when due and payable. Notwithstanding anything to the contrary contained in this Section 21.04, Landlord and Tenant agree that (i) Tenant shall not have any liability hereunder with respect to the termination of employment of any employees who do not spend the predominance of their time providing services to the base building operations at the Real Property, and (ii) Landlord shall have no obligation to offer employment to any employees set forth on Schedule 2 which would not be required for the operation by prudent non-institutional owners of Comparable Buildings and Landlord shall have no liability hereunder with respect to the termination of employment of such employees. Any dispute between Landlord and Tenant as to whether the employment of any employees set forth on Schedule 2 would be required for the operation of a Comparable Building may be submitted by either party to arbitration in accordance with Article 37. At Tenant’s request, during the last year of the term of the lease Landlord will review with Tenant the employees then listed on Schedule 2, and Landlord shall advise Tenant as to whether in its opinion it believes that any employees on such Schedule 2 are not required in order to operate a Comparable Building.

21.05. In the event that during the Term, Tenant has changed the Certificate of Occupancy as permitted under Section 2.02(b) such that the Premises may no longer be used for office use and Landlord elects to restore the Certificate of

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Occupancy to provide for the same, Tenant shall reimburse Landlord for all reasonable third party out-of-pocket costs and expenses, including reasonable attorneys fees, incurred by Landlord in connection with restoring the Certificate of Occupancy to permit office use.

21.06. Tenant hereby agrees to terminate, at its sole cost and expense, all service, management and other operating agreements relating to the operation and management of the Real Property effective on or prior to the expiration or earlier termination of this lease (i.e., which termination shall be deemed to include any conversion to the Amended and Restated Lease in the event Tenant elects to renew this lease for less than the entire Premises); provided that, for the avoidance of doubt, the foregoing shall not apply to the termination of union employees which is addressed in Section 21.04.

ARTICLE 22

Conditions of Limitation

22.01. This lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code (herein called the “Bankruptcy Code”) or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then Landlord (a) if such event occurs without the acquiescence of Tenant at any time after the event continues for one hundred eighty (180) days, or (b) in any other case at any time after such event continues for sixty (60) days after written notice thereof has been given by Landlord to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord, may give Tenant and any such Leasehold Mortgagee a notice of intention to end the Term at the expiration of ten (10) days from the date of service of such notice of intention to Tenant and such Leasehold Mortgagee, and upon the expiration of said ten (10) day period this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the expiration date of this lease, but Tenant shall remain liable for damages as provided in Article 24.

22.02. This lease and the term and estate hereby granted are subject to the further limitations that:

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(a) if Tenant shall default in the payment of any Fixed Rent or Additional Charges and such failure continues for (i) in the case of Fixed Rent, three (3) Business Days after written notice thereof has been given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord and (ii) in the case of Additional Charges, ten (10) Business Days after written notice of such continued failure has been given to Tenant and any such Leasehold Mortgagee, or

(b) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this lease (other than a default in the payment of Fixed Rent or Additional Charges) and such default shall continue and not be remedied within thirty (30) days after Landlord shall have given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord a written notice specifying the same; provided, that, in the case of a default which cannot with due diligence be cured prior to the expiration of such thirty (30) day period, if Tenant, or such Leasehold Mortgagee shall not (A) prior to the expiration of such thirty (30) day period advise Landlord of its intention to take all steps reasonably necessary to remedy such default, (B) duly commence prior to the expiration of such thirty (30) day period, and thereafter diligently prosecute to completion, all steps reasonably necessary to remedy the default and (C) complete such remedy within a reasonable time after the date of said notice of Landlord, or

(c) if any event shall occur or any contingency shall arise whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 7 or Article 43 and such event or contingency shall not be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after the occurrence of such event or contingency,

then in any of said cases Landlord may give to Tenant and any such Leasehold Mortgagee a notice of intention to end the Term at the expiration of ten (10) Business Days from the date of the service of such notice of intention, and upon the expiration of said ten (10) Business Days this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this lease, but Tenant shall remain liable for damages as provided in Article 24. All notices given to Tenant and any such Leasehold Mortgagee under this Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

22.03. (a) If Tenant shall have assigned its interest in this lease, and this lease shall thereafter be disaffirmed or rejected in any proceeding under the Bankruptcy Code or under the provisions of any Federal, state or foreign law of like import, or in the event of termination of this lease by reason of any such proceeding, the

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assignor or any of its predecessors in interest under this lease, upon request of Landlord given within ninety (90) days after such disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent and Additional Charges then due and payable to Landlord under this lease to and including the date of such disaffirmance or rejection and (b) enter into a new lease as lessee with Landlord of the Premises for a term commencing on the effective date of such disaffirmance or rejection and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Charges and upon the then executory terms, covenants and conditions as are contained in this lease, except that (i) the rights of the lessee under the new lease, shall be subject to any possessory rights of the assignee in question under this lease and any rights of persons claiming through or under such assignee, (ii) such new lease shall require all defaults existing under this lease to be cured by the lessee with reasonable diligence, and (iii) such new lease shall require the lessee to pay all Additional Charges which, had this lease not been disaffirmed or rejected, would have become due after the effective date of such disaffirmance or rejection with respect to any prior period. If the lessee shall fail or refuse to enter into the new lease within ten (10) days after Landlord’s request to do so, then in addition to all other rights and remedies by reason of such default, under this lease, at law or in equity, Landlord shall have the same rights and remedies against the lessee as if the lessee had entered into such new lease and such new lease had thereafter been terminated at the beginning of its term by reason of the default of the lessee thereunder.

(b) If pursuant to the Bankruptcy Code Tenant is permitted to assign this lease in disregard of the restrictions contained in Article 7 (or if this lease shall be assumed by a trustee), the trustee or assignee shall cure any default under this lease and shall provide adequate assurance of future performance by the trustee or assignee including (i) of the source of payment of rent and performance of other obligations under this lease and (ii) that the use of the Premises shall in no way diminish the reputation of the Building as a first-class office building or impose any additional burden upon the Building or increase the services to be provided by Landlord. If all defaults are not cured and such adequate assurance is not provided within sixty (60) days after there has been an order for relief under the Bankruptcy Code, then this lease shall be deemed rejected, Tenant or any other person in possession shall vacate the Premises, and Landlord shall be entitled to retain any rent or security deposit previously received from Tenant and shall have no further liability to Tenant or any person claiming through Tenant or any trustee. If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any person, including, without limitation, any individual, partnership or corporate entity, who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (1) the name and address of such person, (2) all of the terms and conditions of such offer, and (3) the adequate assurance to be provided Landlord to assure such person’s future performance under this lease, including, without limitation, the assurances referred to in Title 11 U.S.C.

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Section 365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this lease.

ARTICLE 23

Reentry by Landlord

23.01. If this lease shall terminate as provided in Article 22, Landlord or Landlord’s agents and employees may immediately or at any time thereafter reenter the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, or otherwise as permitted by law (but in no event by forcible entry), without being liable to indictment, prosecution or damages therefor (except to the extent resulting from Landlord’s negligence or willful misconduct), and may repossess the same, and may remove any person therefrom, to the end that Landlord may have, hold and enjoy the Premises. The word “reenter,” as used herein, is not restricted to its technical legal meaning. If this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this Article, 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, Tenant shall thereupon pay to Landlord the Fixed Rent and any and all Additional Charges payable up to the time of such termination of this lease (including without limitation any such Additional Charges payable pursuant to Section 24.05 and Article 27), or of such recovery of possession of the Premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 24.

23.02. In the event of a breach or threatened breach by Tenant of any of its obligations under this lease, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein. In the event of a breach or threatened breach by Landlord of any of its obligations under this lease, Tenant shall have the right

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of injunction in addition to any other remedy which may be available to Tenant hereunder, allowed at law or in equity. The remedies to which Tenant may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Tenant may lawfully be entitled at any time and Tenant may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.

23.03. If this lease shall terminate under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this 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, Landlord shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent or Additional Charges due from Tenant at the time of such termination or reentry or, at Landlord’s option, against any damages payable by Tenant under Article 24 or pursuant to law, with the balance, if any, to be promptly refunded to Tenant.

ARTICLE 24

Damages

24.01. If this lease is terminated under the provisions of Article 22, or if 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, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(a) a sum which at the time of such termination of this lease or at the time of any such reentry by Landlord, as the case may be, represents the then value of the excess, if any (assuming a discount at a rate per annum equal to the interest rate then applicable to United States Treasury Bonds having a term which most closely approximates the period commencing on the date that this lease is so terminated, or the date on which Landlord re-enters the Premises, as the case may be, and ending on the date on which this lease was scheduled to expire but for such termination or reentry, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23), of (i) the aggregate amount of the Fixed Rent and the Net Taxes Additional Charges which would have been payable by Tenant (conclusively presuming the average monthly Net Taxes Additional Charges to be the same as were payable for the last twelve (12) calendar months, or if less than twelve (12) calendar months have then elapsed since the Commencement Date, all of the calendar months immediately preceding such termination or reentry) for the period commencing with such earlier termination of this lease or the date of any such reentry, as the case may be, and ending with the date contemplated as the expiration date hereof if this lease had not so

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terminated or if Landlord had not so reentered the Premises, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23, over (ii) the aggregate fair market rental value of the Premises for the same period, or

(b) sums equal to the Fixed Rent and the Net Taxes Additional Charges which would have been payable by Tenant had this lease not so terminated, or had Landlord not so reentered the Premises, payable upon the due dates therefor specified herein following such termination or such reentry and until the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises (which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23); provided, however, that if Landlord shall relet the Premises during said period, or receive any other income or consideration in connection with the use or occupancy of the Premises or otherwise deriving therefrom (including without limitation through the receipt of insurance or condemnation proceeds), Landlord shall credit Tenant with the net rents received by Landlord from such reletting (or the net amounts of such other income or consideration), such net rents and other amounts to be determined by first deducting from the gross rents from such reletting (or the gross amounts of such other income or consideration) as and when received by Landlord the reasonable and actual expenses incurred or paid by Landlord in terminating this lease or in reentering the Premises and in securing possession thereof, as well as the reasonable and actual expenses of reletting (including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, reasonable legal fees, and all other customary and reasonable expenses properly chargeable against the Premises and the rental therefrom) or of realizing such other income or consideration, it being understood that any such reletting may be for a period shorter or longer than the remaining Term, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23; but in no event shall Tenant be entitled to receive any excess of such net rents or other amounts over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision to a credit in respect of any net rents from a reletting or any net amounts of such other income or consideration, except to the extent that such net rents or other amounts are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the rent received from such reletting and of the expenses of reletting.

If the Premises or any part thereof be relet by Landlord for the unexpired portion of the Term, or any part thereof, before presentation of proof of such damages to any court, commission or tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Premises, or part thereof, so relet during the term of the reletting, provided that such reletting shall constitute a bona-fide

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arm’s-length third party transaction. Notwithstanding anything to the contrary contained in this lease, except as may be required by then applicable Legal Requirements, Landlord shall have no obligation to relet the Premises or mitigate damages if this lease shall terminate in accordance with Article 22 and Landlord shall not be liable in any way whatsoever for its failure to relet the Premises or any part thereof, or if the Premises or any part thereof are relet, for its failure to collect the rent under such reletting, and no such failure to relet or failure to collect rent shall release or affect Tenant’s liability for damages or otherwise under this lease.

If Landlord or any Affiliate of Landlord shall use or occupy the Premises or any portion thereof following the termination of this lease under the provisions of Article 22, the damages payable by Tenant pursuant to paragraph (b) above shall be reduced by the fair market rental value of the Premises or such portion thereof that is so occupied by Landlord or its Affiliate (or by the excess, if any, of such fair market rental value over the amounts, if any, actually paid by Landlord or such Affiliate in connection with such use or occupancy).

Notwithstanding anything to the contrary contained herein, Landlord shall not commence any action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) above prior to the date upon which any rights of any Leasehold Mortgagee pursuant to Article 43 (if applicable) to cure Tenant’s default and to request and receive a new lease have expired.

24.02. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it had not been so terminated under the provisions of Article 22, or had Landlord not reentered the Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to prove for and obtain as damages by reason of the termination of this lease or reentry on the Premises for the default of Tenant under this lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater than any of the sums referred to in Section 24.01. Except as expressly provided in this lease, Landlord shall not be liable to Tenant, and Tenant shall not be liable to Landlord, for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages to Landlord for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises), even if arising from any act, omission or negligence of such party or from the breach by such party of its obligations under this lease.

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24.03. [Intentionally Omitted]

24.04. In addition, if this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of Article 23, Tenant agrees that:

(a) the Premises then shall be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration of the term hereof;

(b) Tenant shall have performed prior to any such termination any covenant of Tenant contained in this lease for the making of any Alterations or for restoring or rebuilding the Premises or any part thereof; and

(c) for the breach of any covenant of Tenant set forth above in this Section 24.04, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay, as and for liquidated damages therefor, the cost of performing such covenant (as estimated by a reputable independent contractor selected by Landlord).

24.05. In addition to any other remedies Landlord may have under this lease, and without reducing or adversely affecting any of Landlord’s rights and remedies under Article 22, if any installment of Fixed Rent or of any Additional Charges payable hereunder by Tenant to Landlord is not paid (x) in the case of Fixed Rent, on or prior to the due date thereof, or (y) in the case of Additional Charges payable to Landlord within five (5) Business Days after the due date thereof, the same shall bear interest at the Interest Rate from the due date thereof until paid, and the amount of such interest shall be an Additional Charge hereunder; provided, that, if for the month in which there is an increase in Fixed Rent pursuant to Section 1.04(a), Tenant fails to pay the adjusted amount of Fixed Rent (but pays at least the amount of Fixed Rent for the immediately preceding month), interest under this Section 24.05 shall not accrue unless Tenant fails to pay the amount of such shortfall within seven (7) Business Days after receiving notice thereof from Landlord, and if Tenant fails to pay such shortfall within said seven (7) Business Day period, interest shall accrue only on the amount of such shortfall from the day such Fixed Rent was first due and payable until the date such shortfall is paid. Landlord shall provide Tenant with notice of any failure of Tenant to pay Fixed Rent and/or Additional Charges; it being understood and agreed that the delivery of any such notice shall not be a condition to the imposition of interest pursuant to this Section 24.05. For the purposes of this Section 24.05, a rent bill sent by first class mail, to the address to which notices are to be given under this lease, shall be deemed a proper demand for the payment of the amounts set forth therein but no such demand shall be required as a condition to the payment thereof. To the extent that Tenant is required under this lease to make any payments directly to third parties on behalf of Landlord, Tenant shall be responsible for any late charges or interest imposed by such third parties in the event that Tenant does not make such payments in a timely manner.

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ARTICLE 25

Affirmative Waivers

25.01. Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or future law, to redeem the Premises or to have a continuance of this lease after being dispossessed or ejected therefrom by process of law or under the terms of this lease or after the termination of this lease as provided in this lease.

25.02. If Tenant shall be in default, after the expiration of any applicable notice and grace periods, in the payment of Fixed Rent or Additional Charges, Tenant waives Tenant’s right, if any, to designate the items to which any payments made by Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items which any such payments shall be credited.

25.03. Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, including, without limitation, any claim of injury or damage, and any emergency and other statutory remedy with respect thereto.

25.04. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Landlord to recover possession of the Premises (other than compulsory counterclaims), provided that nothing herein shall be deemed to preclude Tenant from bringing a separate action for any claim that Tenant may have hereunder.

ARTICLE 26

No Waivers

26.01. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this lease or of the right to exercise such election, and such right to insist upon strict performance shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord or tender by Tenant of Fixed Rent or partial payments thereof or Additional Charges or partial payments thereof

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with knowledge of breach by Tenant or Landlord, as the case may be, of any obligation of this lease shall not be deemed a waiver of such breach.

26.02. If there be any agreement between Landlord and Tenant providing for the cancellation of this lease upon certain provisions or contingencies and/or an agreement for the renewal hereof at the expiration of the term, the right to such renewal or the execution of a renewal agreement between Landlord and Tenant prior to the expiration of the term shall not be considered an extension thereof or a vested right in Tenant to such further term so as to prevent Landlord from canceling this lease and any such extension thereof during the remainder of the original term; such privilege, if and when so exercised by Landlord, shall cancel and terminate this lease and any such renewal or extension; any right herein contained on the part of Landlord to cancel this lease shall continue during any extension or renewal hereof; any option on the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any option for a further extension beyond the first renewal or extended term, unless such additional options are expressly provided for herein.

ARTICLE 27

Curing Tenant’s Defaults

27.01. If Tenant shall default in the performance of any of Tenant’s obligations under this lease and such default continues after written notice (which notice may be oral in the case of an emergency that posses an imminent threat to the safety of persons or significant damage to Premises) and the expiration of the applicable grace period (or in the event of an emergency, a reasonable time under the circumstances), if any, Landlord or any Superior Mortgagee without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant (provided such expense is commercially reasonable). If Landlord effects such cure by bonding any lien which Tenant is required to bond, Tenant shall obtain and substitute a bond for Landlord’s bond at its sole cost and expense and reimburse Landlord for the commercially reasonable cost of Landlord’s bond.

27.02. Bills for any reasonable actual out-of-pocket expenses incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable actual out-of-pocket costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder, under or in connection with this lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this lease, and interest on all sums advanced by Landlord under this Section 27.02 and/or Section 27.01 (at the Interest Rate or the

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maximum rate permitted by law, whichever is less) may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable (as Additional Charges) in accordance with the terms of such bills, but not sooner than thirty (30) days after the rendering of such bills, together with reasonable documentation with respect to such expenses. Notwithstanding anything to the contrary contained in this Section, Tenant shall have no obligation to pay the costs, expenses or disbursements of Landlord in any proceeding in which there shall have been rendered a final judgment against Landlord, and the time for appealing such final judgment shall have expired (the “Appeal Deadline”) and within thirty (30) days following the Appeal Deadline, Landlord shall reimburse to Tenant any amounts on account thereof that were previously paid by Tenant to any such party together with interest thereon at the Base Rate calculated from the date such amounts were paid by Tenant until the date on which Tenant is so reimbursed in full.

ARTICLE 28

Broker

28.01 Landlord and Tenant each covenant, warrant and represent that, except for Citigroup Global Markets Inc. and Cushman & Wakefield, Inc. (collectively, “Broker”) no broker was instrumental in bringing about or consummating this lease and that it had no conversations or negotiations with any broker concerning the leasing of the Premises to Tenant. Tenant agrees to indemnify and hold harmless Landlord against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of any conversations or negotiations had by Tenant with any broker (including Broker). Landlord agrees to indemnify and hold harmless Tenant against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of conversations or negotiations had by Landlord with any broker other than Broker. Tenant shall pay Broker any commissions due in connection with this lease pursuant to a separate written agreement. The provisions of this Article 28 shall survive the expiration or earlier termination of this Lease.

ARTICLE 29

Notices

29.01. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made by either party to this lease or pursuant to any applicable law or requirement of public authority (collectively, “notices”) shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or

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certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed as follows:

If to Landlord as follows:

388 Realty Owner, LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: Chief Legal Officer

with copies to:

388 Realty Owner, LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: General Counsel – Real Property

and

SITQ Greenwich LP

Centre CDP Capital

1001, Square Victoria

Bureau C-200

Montreal (Quebec) H2Z 2B1

Canada

Attention: President

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attn: Jonathan L. Mechanic, Esq.

If to Tenant as follows:

Citigroup Global Markets Inc.

c/o Citi Realty Services

Northeast Region

2 Court Square, 4th Floor

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Long Island City, NY 11120

Attn: Director of Real Estate

with copies to:

Citigroup Inc.

Corporate Law Department

125 Broad Street, 7^th Floor

New York, New York 10004

Attn: Assistant General Counsel of Real Estate

and

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attn: Thomas Welsh, Senior Vice President

and

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attn: Gus Gollisz, Senior Vice President

and

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

Attn: David M. Brooks, Esq.

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third (3^rd) Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Either party may, by notice as aforesaid, designate a different address or addresses for notices intended for it. Rent bills may be given by ordinary mail to Tenant’s first address above only, or to such other address as Tenant shall specify. Tenant may send proofs of payment of Additional

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Charges by ordinary mail to Landlord’s first address above only, or to such other address as Landlord shall specify.

29.02. Notices hereunder from Landlord may be given by Landlord’s managing agent, if one exists, or by Landlord’s attorney. Notices hereunder from Tenant may be given by Tenant’s attorney.

29.03. In addition to the foregoing, Landlord or Tenant may, from time to time, request in writing that the other party serve a copy of any notice on one other person or entity designated in such request, and Landlord shall also have the right to request in writing that Tenant serve a copy of any notice on any Superior Mortgagee, such service in any case to be effected as provided in Section 29.01 or 29.02.

29.04. All notices given by Landlord under Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

29.05. All notices given by Tenant claiming any right to terminate this Lease shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A TERMINATION NOTICE” as a condition to the effectiveness thereof.

ARTICLE 30

Estoppel Certificates

30.01. Each party agrees, at any time and from time to time, as requested by the other party with not less than ten (10) Business Days’ prior notice, to execute and deliver to the other a statement in the form annexed hereto as Exhibit M-1 (with such other information concerning this lease as Landlord or any Superior Mortgagee may reasonably request), in the case of a statement to be delivered by Tenant, and in the form annexed hereto as Exhibit M-2 (with such other information concerning this lease as Tenant may reasonably request), in the case of a statement to be delivered by Landlord, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certificate and by others with whom such party may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to the party giving such statement being estopped from contradicting any of the statements made in such certificate.

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ARTICLE 31

Memorandum of Lease

31.01. Tenant shall not record this lease, but contemporaneous herewith, Landlord and Tenant shall execute, acknowledge and deliver to other, and Tenant may record, a statutory form of memorandum with respect to this lease pursuant to the provisions of Section 291-C of the Real Property Law of the State of New York. The form of memorandum of lease annexed hereto as Exhibit I-1 is hereby approved by both Landlord and Tenant for purposes of this Article 31. On the Commencement Date, Tenant shall deliver to Landlord’s attorney’s, Fried, Frank, Harris, Shriver & Jacobson LLP (the “Escrow Agent”), as escrow agent pursuant to escrow arrangements mutually satisfactory to the parties thereto, an executed and notarized release of the memorandum of lease, in form attached hereto as Exhibit I-2, and approved by the Escrow Agent as being in proper form to effectuate a release of the memorandum of record, which release shall be held in escrow by the Escrow Agent until the date (the “Applicable Release Date”) that is the later to occur of (x) the expiration or earlier termination of this lease and (y) if the Amended and Restated Lease were in effect, the expiration or earlier termination of the Amended and Restated Lease (the “Escrowed Release”). An assignee of Tenant pursuant to Article 7 shall deliver to Escrow Agent a replacement of the Escrowed Release executed and notarized by such assignee. If, due to changes in applicable Legal Requirements, modifications are required to be made to the Escrowed Release then in escrow in order to effectuate a release of the memorandum following the Applicable Release Date, upon the request of Landlord, Tenant shall execute and deliver to the Escrow Agent a replacement Escrowed Release. Following the expiration of the Applicable Release Date, Landlord shall provide Escrow Agent with notice of such expiration and the Escrowed Release shall be delivered to Landlord for recordation. Notwithstanding the foregoing, in the event supplemental or additional documentation (including, without limitation, transfer tax forms) is required in order to remove the memorandum of record at the end of the Applicable Release Date, Tenant shall execute and deliver such supplemental or additional documentation as may be reasonable requested by Landlord, in each case in form and substance mutually satisfactory to the parties. The provisions of this Article 31 shall survive the expiration or earlier termination of this lease.

ARTICLE 32

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, and Landlord expressly disclaims, any and all warranties, representations, promises or statements of any kind and character, express or implied, written or oral, with respect

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to the Real Property, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith. Without limiting the generality of the first sentence of the preceding paragraph or any other disclaimer set forth in this lease, Landlord and Tenant hereby agree that, except to the extent the same are expressly set forth in this lease, Landlord has not made and is not making any representations or warranties, express or implied, written or oral, as to (a) the nature or condition, physical or otherwise, of the Real Property or any aspect thereof, including, without limitation, any warranties of habitability, suitability, merchantability, or fitness for a particular use or purpose, of the absence of redhibitory or latent vices or defects in the Real Property, (b) the nature or quality of construction, structural design or engineering of the improvements or the state of repair or lack of any of the improvements, (c) the quality of the labor or materials included in the improvements, (d) the soil conditions, drainage conditions, topographical features, access to public rights-of-way, availability of utilities or other conditions or circumstances which affect or may affect the Real Property or any use to which the Real Property may be put, (e) any conditions at or which affect or may affect the real property with respect to any particular purpose, use, development potential or otherwise, (f) the area, size, shape, configuration, location, capacity, quantity, quality, cash flow, expenses or value of the Real Property or any part thereof except with respect to the rentable area of the Building set forth in this lease which has been deemed agreed to, (g) the nature or extent of title to the Real Property, or any easement, servitude, right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise that may affect title to the Real Property, (h) any environmental, geological, structural or other condition or hazard or the absence thereof heretofore, now or hereafter affecting in any manner the Real Property, including but not limited to the presence or absence of asbestos or any environmentally hazardous substance on, in, under or adjacent to the Real Property, (i) the compliance of the Real Property or the operation or use of the Real Property with any applicable restrictive covenants, or with any laws, ordinances or regulations of any governmental body (including specifically, without limitation, any zoning or land use laws, regulations or restrictions (including those which are applicable to the Real Property as a result of its location in a designated historic district), any building codes, any environmental laws, and the Americans With Disabilities Act of 1990, 42 U.S.C. 12101 et seq.).

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ARTICLE 33

Easements

33.01. So long as Tenant is a Citigroup Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the operation of the Real Property, which purposes may include, without limitation, (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) providing ingress and egress between the Real Property and the land and building located at 390 Greenwich Street, New York, New York (the “Adjacent Parcel”), and/or (iii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the Adjacent Parcel, and/or (iv) Cogeneration Procurement so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements pursuant to their terms terminate on the Expiration Date or earlier termination of this lease or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of clause (ii), the Adjacent Parcel is owned, controlled or occupied by Named Tenant or any of its Affiliates, and if requested by Landlord at time that there is at least (1) year remaining in the Term, Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall use commercially reasonable efforts to cause any Superior Mortgagee to recognize same as part of any Superior Mortgage SNDA Agreement; it being understood and agreed that notwithstanding anything to the contrary contained in this lease, the recognition of, and non-disturbance of Tenant’s rights under, the Reciprocal Easement Agreement under a Superior Mortgage SNDA Agreement is as a condition to the subordination of the Reciprocal Easement Agreement to any such Superior Mortgage. Landlord hereby approves the Cable Interconnect between the Building and Adjacent Parcel as more particularly set forth in Exhibit K attached hereto. Any such aforementioned easement or other agreement, including the Reciprocal Easement Agreement, shall be subject and subordinate to this lease, and Tenant, subject to the terms of such easement or other agreement, agrees to perform or cause to be performed, all of its obligations thereunder subject to and in accordance with the terms thereof; it being understood and agreed that Tenant shall not be deemed in default of the foregoing if Tenant shall be disputing the validity of any such obligation. The parties hereto acknowledge that contemporaneous with the execution and delivery of this lease, Tenant and Landlord have executed and delivered that certain Reciprocal Easement Agreement in the form attached hereto as Exhibit L the “Reciprocal Easement Agreement”), which Tenant may record. Landlord acknowledges that Tenant has been delegated with all the rights of Landlord under the Reciprocal Easement Agreement, and Tenant acknowledges that Tenant is responsible

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for all obligations thereunder, subject to and in accordance with the terms thereof arising during the Term.

ARTICLE 34

Holdover

34.01. (a) In the event this lease is not renewed or extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration of the Term (it being agreed that Tenant shall not be deemed holding over by the mere fact that Tenant’s Property remains in the Premises after the expiration of the Term), the parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the term shall be a tenancy at will commencing on the first day after the expiration of the Term, which tenancy shall be upon all of the terms set forth in this lease except Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying one-twelfth of the Fixed Rent payable by Tenant during the last year of the Term (i.e., the year immediately prior to the holdover period) prorated for any partial month on a per diem basis, by (ii) one hundred twenty-five (125%) percent for the first thirty days of such holdover, one hundred fifty (150%) percent for the next thirty (30) days of such holdover, and one hundred seventy-five (175%) percent thereafter. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the Term, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above.

(b) Notwithstanding anything to the contrary contained in this lease, the acceptance of any rent paid by Tenant pursuant to Section 34.01(a) shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding, or from collecting any amounts (including, without limitation, reasonable counsel fees) payable by Tenant pursuant to Section 27.02 in connection with any such holdover or summary eviction proceeding, and the preceding sentence shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 223-c of the Real Property Law of the State of New York but in no event shall Tenant be responsible to the Landlord for any monetary damages, including, without limitation, any consequential, punitive, special or speculative damages of any kind, lost profits or like damages alleged to have occurred as a result of any breach of this Lease, if any, suffered by the Landlord by reason of the Tenant’s holdover in the Premises except as expressly provided in Section 34.02.

34.02. Notwithstanding anything to the contrary contained herein, in the event that:

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(a) Landlord shall enter into one or more (i) leases for all or any portion of the Premises or (ii) letters of intent with respect to all or a portion of the Premises, which either (x) is for a term that is scheduled to commence within one hundred twenty (120) days after the Expiration Date or (y) is for a term that is scheduled to commence within twelve (12) months after the Expiration Date and which requires Landlord to perform any material demolition, tenant improvement work or any other material work as a precondition to the commencement of such term (any such lease is herein called a “Qualifying Lease”), and

(b) Landlord shall give Tenant written notice of any such Qualifying Lease(s) (herein called a “Qualifying Lease Notice”), which Qualifying Lease Notice may be given at any time prior to, or if Tenant has held-over or remains in possession of any portion of the Premises following, the Expiration Date and shall describe the premises leased pursuant to such Qualifying Lease(s), and

(c) Tenant shall hold-over or remain in possession of any portion of the Premises beyond the date which is one hundred twenty (120) days following the later of (x) the Expiration Date or (y) the date on which Landlord shall have given such Qualifying Lease Notice to Tenant,

then, in such event, Tenant shall be subject to all losses, injuries and damages incurred by Landlord arising out of any new leases or lost opportunities by Landlord to re-let all or any part of the Premises covered by a Qualifying Lease Notice given at least thirty (30) days prior to the date on which Landlord incurs such damages, including without limitation any such damages in connection with Landlord’s inability to deliver the premises leased pursuant to such Qualifying Lease to the tenant under such Qualifying Lease (collectively, “Holdover Damages”). All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any summary proceedings against Tenant. Landlord shall not be required to mitigate Holdover Damages except as may be required by then applicable Legal Requirements.

ARTICLE 35

Miscellaneous Provisions and Definitions

35.01. Modifications. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought.

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35.02. Successors and Assigns. Except as otherwise expressly provided in this lease, the obligations of this lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.

35.03. Limitation on Liability. Tenant shall look only to Landlord’s estate and property in the Real Property (which shall be deemed to include the proceeds of any insurance (net of any required expenditures under this lease made by Landlord), condemnation (after all required expenditures under this lease made by Landlord), sale or refinancing proceeds received by Landlord with respect to the Real Property) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and otherwise no other property or assets of Landlord or any property or assets of any Landlord Party, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, with respect to any sale of the Real Property, the purchaser shall assume all the obligations of Landlord under this lease, including, without limitation, all Landlord Reimbursement Amounts and other amounts that are then payable by Landlord to Tenant under this lease. Further, any contract respecting such sale shall be deemed to include an assumption by purchaser of the contingent liability for the unaccrued portion of Landlord Reimbursement Amounts. The obligations of Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Tenant solely in such capacity and any such person or entity that shall be an assignee, subtenant, guarantor or otherwise agree to be bound to Landlord pursuant to a separate written agreement shall have express liability hereunder in such capacity.

35.04. Force Majeure. Except as expressly provided in this lease, Tenant shall have no liability whatsoever to Landlord because (i) Tenant is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Tenant’s reasonable control; or (ii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Tenant’s reasonable control (the foregoing circumstances described in this Section 35.04 being herein called “Force Majeure Causes”). In no event shall lack of funds be deemed a Force Majeure Cause, nor shall any matter be deemed to be beyond Tenant’s reasonable control if the same

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could be remedied by the satisfaction of a lien, judgment or other monetary obligation. In addition, Force Majeure Causes shall not apply to the payment of Fixed Rent or Additional Charges when due hereunder.

35.05. Definitions. For the purposes of this lease, the following terms have the meanings indicated:

(a) The term “Business Day” shall mean any day that the New York Stock Exchange is open for business.

(b) The term “CPI” shall mean the Consumer Price Index for All Urban Consumers for New York-northern New Jersey-Long Island statistical area (“CPI-AUC”), All Items (1982-1984=100), issued and published by the Bureau of Labor Statistics of the United States Department of Labor. In the event that CPI-AUC ceases to use a 1982-84 base rate of 100 as the basis of calculation, then the CPI-AUC shall be adjusted to the figure that would have been arrived at had the manner of computing the CPI-AUC in effect at the date of this lease not been altered. If CPI-AUC is not available or may not lawfully be used for the purposes herein stated, the term “CPI” shall mean (i) a successor or substitute index to CPI-AUC, appropriately adjusted; or (ii) if such a successor or substitute index is not available or may not lawfully be used for the purposes herein stated, a reliable governmental or other non-partisan publication, selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), evaluating the information theretofore used in determining CPI-AUC.

(c) Intentionally omitted.

(d) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.

(e) The terms “Legal Requirements” and “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, town, county, borough and village governments, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force.

(f) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Premises, whether now or hereafter in force.

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(g) The term “Tenant” shall mean the Tenant herein named or any assignee or other successor in interest (immediate or remote) of the Tenant herein named, which at the time in question is the owner of the Tenant’s estate and interest granted by this lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this lease or to relieve the Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of the Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this lease, unless Landlord and Tenant shall otherwise agree.

(h) The term “Landlord” shall mean only the owner at the time in question of Landlord’s interest in the Real Property or a lease of the Real Property, so that in the event of any transfer or transfers of Landlord’s interest in the Real Property or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this lease accruing after such transfer; provided, however, that such transferee has assumed and agreed in writing (or is required by an Superior Mortgagee SNDA Agreement between such transferee and Tenant or by operation of law) to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this lease.

(i) The terms “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this lease as a whole, and not to any particular article or section, unless expressly so stated.

(j) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.

(k) The term “person” shall mean any natural person or persons, a partnership, a corporation, joint venture, estate, trust, unincorporated associated or any other form of business or legal association or entity or any federal, state, county or municipal government or any bureau, department or agency thereof.

(l) The term “Interest Rate,” when used in this lease, shall mean an interest rate equal to three (3%) percent above the so-called annual “Base Rate” of interest established and approved by Citibank, N.A., New York, New York (herein called the “Base Rate”), from time to time, as its interest rate charged for unsecured loans to its corporate customers, or if Citibank, N.A. is no longer quoting a “Base Rate”, the “Base Rate” of an alternative bank identified by Landlord in notice to Tenant, but in no event greater than the highest lawful rate from time to time in effect.

(m) The term “Hazardous Materials” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other hazardous substance or material, defined as such by any federal,

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state or local environmental law, ordinance, rule or regulation including, without limitation, CERCLA, RCRA and HMTA, as each of same may have been amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing (collectively, “Environmental Laws”).

35.06. Survival. Upon the expiration or other termination of this lease neither party shall have any further obligation or liability to the other except as otherwise expressly provided in this lease and except for such obligations as by their nature or under the circumstances can only be, or by the provisions of this lease, may be, performed after such expiration or other termination; and, in any event, unless otherwise expressly provided in this lease, any liability for a payment (including, without limitation, Additional Charges and Landlord Reimbursement Amounts under Article 3) which shall have accrued to or with respect to any period ending at the time of, or in the case of Landlord Reimbursement Amounts, following, the expiration or other termination of this lease shall survive the expiration or other termination of this lease, subject to any deadlines expressly set forth in Article 3 or in any other applicable provision of this lease. In the event that Tenant shall be entitled to a refund or credit from Landlord hereunder at the time of the expiration or termination of the Term, the amount of such refund or credit shall be paid to Tenant within thirty (30) days after such expiration or termination, unless otherwise expressly set forth in this lease, failing which any unpaid amount shall bear interest at the Interest Rate from the due date thereof until such amount is paid to Tenant.

35.07. (a) Requests for Consent. If Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that, except as expressly provided in this lease, Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. Notwithstanding the foregoing, Tenant shall not be deemed to have waived a claim for damages if there is a final judicial determination from which time for appeal has been exhausted that Landlord acted maliciously or in bad faith in exercising its judgment or withholding its consent or approval despite its agreement to act reasonably, in which case Tenant shall have the right to make a claim for the actual damages incurred by Tenant, but in no event shall Landlord, nor any other Landlord Party be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages. Tenant shall have the right to seek such a final judicial determination that Landlord acted maliciously or in bad faith without respect to whether Tenant pursued an action for specific performance or injunction, or whether Tenant pursued an arbitration relating to Landlord’s withholding of consent pursuant to any provision of this lease.

(b) If Tenant desires to determine any dispute between Landlord and Tenant as to the reasonableness of Landlord’s decision to refuse to consent or approve any item as to which Landlord has specifically agreed that its consent or

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approval shall not be unreasonably withheld, such dispute shall be settled and finally determined by arbitration in The City of New York in accordance with the following provisions of this Section 35.07(b). Within ten (10) Business Days next following the giving of any notice by Tenant stating that it wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice. If the two arbitrators shall fail to agree upon the designation of a third arbitrator within five (5) Business Days after the designation of the second arbitrator then either party may apply to the Manhattan office of the AAA for the designation of such arbitrator and if he or she is unable or refuses to act within ten (10) Business Days, then either party may apply to the Supreme Court in New York County or to any other court having jurisdiction for the designation of such arbitrator. The three arbitrators shall conduct such hearings as they deem appropriate, making their determination in writing and giving notice to Landlord and Tenant of their determination as soon as practicable, and if possible, within five (5) Business Days after the designation of the third arbitrator (but in no event more than fifteen (15) Business Days unless Landlord and Tenant grant a written extension(s) of said time frame); the concurrence of or, in the event no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator designated, shall be binding upon Landlord and Tenant. Judgment upon any decision rendered in any arbitration held pursuant to this Section 35.07(b) shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 35.07(b), including the expenses and fees of any arbitrator selected by it in accordance with the provisions of this Section 35.07(b), and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions. The sole remedy which may be awarded by the arbitrators in any proceeding pursuant to this Section 35.07(b) is an order compelling Landlord to consent to or approve the matter in dispute, and the arbitrators may not award damages or grant any monetary award or any other form of relief. Any determination by the arbitrators that Landlord was unreasonable in refusing to grant its consent or approval as to the matter in dispute shall be deemed a granting of Landlord’s consent or approval, and upon receipt of the arbitrators’ determination, Tenant shall be authorized to take the action for which Landlord’s consent or approval was sought.

35.08. Excavation upon Adjacent Land or Under the Building. If an excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then, subject to any applicable provisions of Article 16, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as said person shall deem reasonably necessary or desirable to preserve and protect the Building from injury or damage to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this lease. In the event that Landlord or its employees or contractors

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shall perform such excavation, Landlord shall use reasonable efforts to cause the foregoing to be performed in such a manner as to minimize any interference with Tenant’s operation of its business in the Premises and, Landlord shall indemnify Tenant from and against any and all claims arising from or in connection with the performance of such work, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

35.09. Governing Law; Severability; Captions; Rules of Interpretation; Independent Covenants; Gender. Irrespective of the place of execution or performance, this lease shall be governed by and construed in accordance with the laws of the State of New York. If any provisions of this lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this lease and the application of that provision to other persons or circumstances shall not be affected but rather shall remain valid and be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this lease are solely for convenience of references and shall not affect its interpretation. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Each covenant, agreement, obligation or other provision of this lease on Tenant’s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this lease. All terms and words used in this lease, shall be deemed to include any other number and any other gender as the context may require.

35.10. Time for Payment of Rent. If under the terms of this lease Tenant is obligated to pay Landlord a sum in addition to the Fixed Rent under the lease and no payment period therefor is specified, Tenant shall pay Landlord the amount due within thirty (30) days after being billed (accompanied by reasonable supporting documentation where such supporting documentation is required by an express provision of this lease). If any amount payable by Landlord to Tenant hereunder is not paid within five (5) Business Days after the due date thereof, unless otherwise set forth in any other provision of this lease, the same shall bear interest at the rate set forth in Section 24.05 from the due date thereof until such amount is paid to Tenant.

35.11. Due Authorization; Execution and Delivery. Each party hereto represents and warrants to the other that this lease has been duly authorized, executed and delivered by such party.

35.12. Sales Tax. If any sales or other tax is payable with respect to any cleaning, electricity or other services which Tenant obtains or contracts for directly from any third party or parties, Tenant shall file any required tax returns and shall pay any such tax, and Tenant shall indemnify and hold Landlord harmless from and against any loss, damage or liability suffered or incurred by Landlord on account thereof.

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35.13. Standard for Consent. Whenever this lease provides that a party shall not unreasonably withhold its consent or approval, such phrase shall be deemed to mean that such consent or approval will not be unreasonably withheld, conditioned or delayed. Whenever this lease is silent as to the standard of consent or approval, such consent or approval shall be in the sole discretion of the party granting such consent or approval.

35.14. Meaning of Other “tenants”. Wherever references are made in this lease to any other “tenant” of the Building, such references shall be deemed to include any occupant occupying space in the Building, whether or not pursuant to a written agreement.

35.15. Conflicts with Exhibits. Any conflicts between this lease and the exhibits to this lease shall be resolved in favor of this lease.

35.16. Temporary Takings. Any provision of this lease which prohibits or limits the use or occupancy of any part of the Premises by any government agency or department shall not apply with respect to any temporary taking or occupancy described in Article 20 hereof. Any provision of this lease which requires Tenant to indemnify or otherwise be responsible to Landlord or any other party for the acts or omissions of any occupant of the Premises shall not apply with respect to any government agency or department occupying any portion of the Premises or anyone occupying any portion of the Premises through or under such government agency or department in connection with any temporary taking or occupancy described in Article 20 hereof.

35.17. USA Patriot Act: Landlord and Tenant each hereby represents and warrants to the other that (i) the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) has not listed such party or any of such party’s affiliates, or any person that controls, is controlled by, or is under common control with such party, on its list of Specially Designated Nationals and Blocked Persons; and (ii) such party is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order, the United States Treasury Department, or United States Office of Homeland Security as a terrorist, Specially Designated National and Blocked Person, or other banned or blocked person, entity, nation or pursuant to any law, order, rule or regulation that is enforced or administered by the OFAC.

35.18. Guaranty of Lease. Simultaneously with the execution and delivery of this lease by Tenant, Citigroup Inc. (“Guarantor”) delivered a guaranty of lease in favor of Landlord in the form annexed hereto as Exhibit C (the “Guaranty”). If upon a merger, consolidation or other corporate reorganization of Citigroup Inc., Citigroup Inc. is no longer the parent corporation, Tenant shall cause to be executed and delivered a replacement guaranty in substantially the same form as the Guaranty from the succeeding parent corporation; provided that in any such replacement, said merger,

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consolidation or other corporate reorganization was done for a bona fide business purpose and not principally for the purpose of replacing the Guaranty delivered with this lease.

35.19. Revocable Consent Agreements. Landlord acknowledges that Tenant is entitled to all rights of grantee under the Revocable Consent Agreements, and Tenant acknowledges that it is responsible for (and subject to the provisions of Section 18.02, shall indemnify and hold Landlord harmless from) all obligations thereunder, including, without limitation, any payment and restoration obligations, whether arising before or during the Term. On or prior to the Expiration Date or such earlier date upon which the Term may expire or terminate, Tenant shall either terminate the Revocable Consent Agreements or, upon Landlord’s request, assign same to Landlord to the extent assignable; provided, that Tenant shall not be required to do either of the foregoing in the case that Tenant continues to lease a portion of the Premises pursuant to the Amended and Restated Lease. “Revocable Consent Agreement” means that certain Revocable Consent Agreement made by the Franchise Division and accepted and agreed to by Tenant and US Bank National Association and recorded on May 19, 2004 in the Office of the City Register of the City of New York under CRFN 2004000314864. “Franchise Division” means The City of New York Department of Transportation, Division of Franchises, Concessions and Consents.

ARTICLE 36

Extension Terms

36.01. (a) For purposes hereof:

the term “First Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term“) of ten (10) years commencing on January 1, 2021 and ending on December 31, 2030;

the term “Second Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of ten (10) years commencing on January 1, 2031 and ending on December 31, 2040. Tenant shall have the right to exercise the Second Ten Year Option only if Tenant shall have exercised the First Ten Year Option;

the term “Third Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”) of ten (10) years commencing on January 1, 2041 and ending on December 31, 2050. Tenant shall have the right to exercise the Third Ten Year Option only if Tenant shall have exercised the Second Ten Year Option;

the term “Extension Option” shall mean the First Ten Year Option or the Second Ten Year Option or the Third Ten Year Option, as the case may be;

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the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term, as the case may be;

the term “390 Renewal Exercise” shall mean that Tenant has exercised its renewal right to extend the term of that certain Lease dated as of the date hereof between Landlord and Tenant for the entire space at 390 Greenwich Street, New York, New York, for a term that corresponds with an applicable Extension Term hereunder; it being understood and agreed that Tenant’s right to exercise any Extension Option shall be conditioned upon a 390 Renewal Exercise corresponding to the applicable Extension Term;

the term “Extension Premises” shall mean that portion of the Premises selected by Tenant and designated in the applicable Extension Election Notice; provided, however, that, with respect to each Extension Option, (1) Tenant only shall have the right to designate as the Extension Premises one of the options in clauses (i) through (vi) below, and (2) if Tenant selects less than the entire Premises as the Extension Premises, the portion of the Premises that is not part of the Extension Premises (i.e., the portion surrendered and given back to Landlord, the “Contracted Space”) shall not consist of more than (A) with respect to the First Extension Term, 654,132 rentable square feet, (B) with respect to the Second Extension Term, (x) 280,426 rentable square feet plus (y) the difference, if any, between 654,132 rentable square feet and the actual rentable square footage of the Contracted Space for the First Extension Term, and (C) with respect to the Third Extension Term, (x) the difference, if any, between, 934,876 rentable square feet and the actual aggregate rentable square footage of the Contracted Space for the First Extension Term and the Second Extension Term:

(i) the entire Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice (the “Option One Extension Premises”); or

(ii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building and going up (the “Option Two Extension Premises”); or

(iii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building, plus at Tenant’s election, the following Office Floors which need not be contiguous with the other portion of the Extension Premises: (x) the 26^th floor of the Building, or (y) the 27^th floor of the Building, or (z) the 26^th and 27^th floors of the Building (the “Option Three Extension Premises”); or

(iv) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice

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consisting of full contiguous Office Floors starting at the 2^nd floor of the Building through and including the 25^th floor, plus at Tenant’s election, (w) the 26^th floor of the Building, or (x) the 27^th floor of the Building, or (y) the 26^th and the 27^th floors of the Building, and/or (z) contiguous Office Floors starting at the 39^th floor of the Building and going down (the “Option Four Extension Premises”); it being the intention of Landlord and Tenant that there be no Contracted Space below the 26^th floor of the Building until Tenant has surrendered all of the 28^th through and including the 39^th floors of the Building; or

(v) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building through and including the 25^th floor, plus at Tenant’s election, (w) the 26^th floor of the Building, or (x) the 27^th floor of the Building, or (y) the 26^th floor and the 27^th floors of the Building, or (z) contiguous Office Floors starting at the 26^th or 27^th or 28^th floors of the Building and going up (the “Option Five Extension Premises”); it being the intention of Landlord and Tenant that there be no Contracted Space below the 26^th floor of the Building until Tenant has surrendered all of the 28^th through and including the 39^th floors of the Building; or

(vi) in combination with any of the Option One Extension Premises, Option Two Extension Premise, Option Three Extension Premises, Option Four Extension Premises or Option Five Extension Premises, all or any portion of the Premises comprising retail space and/or storage space located in the Lobby and/or Basement as shown on Exhibit B-2 and Exhibit B-3 annexed to the Amended and Restated Lease and/or the two mechanical rooms located on the 12^th floor of the Building (the “12^th Floor Mechanical Rooms”) as shown on Exhibit B-4 (the “Option Six Extension Premises”).

Any Extension Election Notice which fails to designate as the Extension Premises one of the six options set forth in the immediately preceding sentence shall be deemed to constitute a designation of the Option One Extension Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least (x) forty (40) months prior to the expiration of the initial term of this lease with respect to the First Extension Term, and (y) thirty six (36) months prior to the expiration of the First Extension Term or Second Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within thirty (30) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant specifying its estimate of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”). Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice whether it approves Landlord’s estimate of the Market Value Rent (herein called a

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“Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on the Market Value Rent. If Landlord and Tenant do not reach agreement on the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an “Arbitration Notice” (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b), Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument (except as provided below respecting the Amended and Restated Lease, if applicable). Unless the context shall otherwise require, and except as hereinafter set forth with respect to an extension of the term of this lease with respect to less than the entire Premises, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Third Extension Term; and

(B) the Fixed Rent for each Extension Term shall be an amount equal to the greater of (x) ninety percent (90%) of the Fixed Rent payable during the Lease Year immediately preceding the subject Extension Term, and (y) ninety-five percent (95%) of the Market Value Rent prevailing at the time of delivery of the applicable Extension Election Notice as determined in accordance with this Article 36.

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Notwithstanding anything to the contrary contained herein, and in recognition of the fact that many of the terms and conditions of this lease may not be appropriate with respect to a tenancy for less than the entire Premises and Landlord and Tenant would wish to make appropriate amendments or modifications to such terms and conditions, if Tenant designates as the Extension Premises less than the entire Premises, then this lease shall automatically, without further action or execution by the parties, be deemed to be restated and amended as of the commencement date of the applicable Extension Term to reflect all of the terms and conditions set forth in the form of Amended and Restated Lease annexed hereto as Exhibit J, modified only to complete, in accordance with the terms hereof, those items left blank by necessity on said Exhibit J, such as the description of the Extension Premises, Tenant’s Share and the amount of Fixed Rent. Upon the request of either party, Landlord and Tenant shall sign and deliver the Amended and Restated Lease annexed hereto, with the completion of items as aforesaid; provided, however, that without limiting the remedies available to either party for the other party’s failure or refusal to so sign and deliver said Amended and Restated Lease, such failure by either party shall not in any way affect the aforesaid automatic restatement and amendment of this lease.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

36.03. (a) If Tenant delivers an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days following delivery (or deemed delivery) of the Arbitration Notice to reach agreement on the then prevailing Market Value Rent. If Landlord and Tenant do not reach agreement on the then prevailing Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act

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as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the expiration of said thirty (30) day negotiation period. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to the Market Value Rent for the Extension Premises then prevailing at the time of the exchange for the applicable Extension Term. The Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of the Market Value Rent, then the Market Value Rent shall be deemed to be the average of the two determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the

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American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be the Market Value Rent of the Extension Premises during the applicable Extension Term, subject to adjustment to ninety-five percent (95%) of the Market Value Rent pursuant to Section 36.01(b)(B).

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) The third arbitrator, if any, selected as herein provided shall have been actively engaged for a period of at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings before the date of his or her appointment as arbitrator. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall be based on the rent on a per rentable square foot basis then being paid by tenants to landlords for comparable space on comparable terms in Comparable Buildings taking into account all relevant factors, including any step up in rents over leases of comparable terms, a then standard tenant inducement package of free rent and tenant improvement allowance, and the fact that Tenant will be paying its pro rata share of Operating Expenses and Taxes on a net basis (as opposed to its pro rata share of increases in Operating Expenses and Taxes over a base year). Upon commencement of the applicable Extension Term, Landlord shall provide Tenant with such a tenant

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inducement package comparable to those given by landlords of Comparable Buildings, but taking into account the size of the Premises, which inducement package shall be payable to Tenant, at Landlord’s option, in kind, in cash or with a rent credit upon the commencement of the applicable Extension Term; provided, that, if paid in cash, Tenant shall not be required to invest same in the Premises.

36.05. In the event that Tenant exercises any Extension Option with respect to less than the entire Premises then demised by this lease in accordance with the applicable provisions hereof, then effective as of the Expiration Date of the initial term of this lease or the applicable Extension Term, as the case may be, the provisions of this lease governing the respective rights and obligations of Landlord and Tenant as of the expiration of the term of this lease (including, without limitation, the provisions of Article 21 and Article 34 shall apply with full force and effect to the portion of the Premises that has been omitted by Tenant from the Extension Premises.

36.06. In the event that Tenant designates as the Extension Premises less than the entire Premises, then, prior to the commencement date of such Extension Term, Tenant shall, at its sole cost and expense, (i) install a separate submeter on each Office Floor of the Building comprising the Extension Premises and any equipment that exclusively services any such Office Floor, (ii) install a separate submeter for each separately demised retail space in the Building comprising the Extension Premises and any equipment that exclusively services any such areas. With respect to the 12^th Floor Mechanical Rooms (which shall be the only partial Office Floor permitted upon an extension of less than the entire Premises), Tenant’s demising work shall include, to the extent necessary, separately demising the 12^th Floor Mechanical Rooms from the remainder of the floor in such a manner so that the balance of the 12^th floor can be reasonably configured into leaseable space.

ARTICLE 37

Arbitration

37.01. Either party may request arbitration of any matter in dispute which, pursuant to the terms of this lease, expressly allows such dispute to be resolved by arbitration, in which case, except as provided to the contrary elsewhere in this lease, the following procedures shall apply. The party desiring such arbitration shall give notice to the other party. If the parties shall not have agreed on a choice of an arbitrator within fifteen (15) days after the service of such notice, then each party shall, within ten (10) days thereafter appoint an arbitrator, and advise the other party of the arbitrator so appointed. A third arbitrator shall, within ten (10) days following the appointment of the two (2) arbitrators, be appointed by the two arbitrators so appointed or by the AAA, if the two arbitrators are unable, within such ten (10) day period, to agree on the third arbitrator. If either party fails to appoint an arbitrator (the “Failing Party”), the other party shall provide an additional notice to the Failing Party requiring the Failing Party’s

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appointment of an arbitrator within five (5) Business Days after the Failing Party’s receipt thereof. If the Failing Party fails to notify the other party of the appointment of its arbitrator within such five (5) Business Day period, the appointment of the second arbitrator shall be made by the AAA in the same manner as hereinabove provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder are unable to agree upon such appointment. The three (3) arbitrators shall render a resolution of said dispute or make the determination in question. In the absence, failure, refusal or inability of the AAA to act within twenty (20) days, then either party, on behalf of both, may apply to a Justice of the Supreme Court of New York, New York County, for the appointment of the third arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment. In the event of the absence, failure, refusal or inability of an arbitrator to act, a successor shall be appointed within ten (10) days as hereinbefore provided. Any arbitrator acting under this Article 37 in connection with any matter shall be experienced in the issue with which the arbitration is concerned and shall have been actively engaged in such field for a period of at least ten (10) years before the date of his appointment as arbitrator hereunder.

37.02. All arbitrators chosen or appointed pursuant to this Article 37 shall (a) be sworn fairly and impartially to perform their respective duties as such arbitrator, and (b) not be an employee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entity that controls, is controlled by or is under common control with Landlord or Tenant. Within sixty (60) days after the appointment of such arbitrators, such arbitrators shall determine the matter which is the subject of the arbitration and shall issue a written opinion. The decision of the arbitrators shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction. Landlord and Tenant shall each pay (i) the fees and expenses of the arbitrator selected by it, and (ii) fifty (50%) percent of the fees and expenses of the arbitrator appointed by the AAA. The losing party shall reimburse the prevailing party for the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration. Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

37.03. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do waive, any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. For such period, if any, that this agreement to arbitrate is not legally binding or the arbitrator’s award is not legally enforceable, the provisions requiring arbitration

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shall be deemed deleted, and matters to be determined by arbitration shall be subject to litigation.

37.04. Any dispute which is required by this lease to be resolved by expedited arbitration shall be submitted to binding arbitration under the Expedited Procedures provisions (currently, Rules 56 through 60) of the Arbitration Rules of the Real Estate Industry of the AAA. In cases where the parties utilize such expedited arbitration: (a) the parties will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule 54 (except that any objection shall be made within four (4) days from the date of mailing), (b) the Notice of Hearing shall be given four (4) days in advance of the hearing, (c) the first hearing shall be held within seven (7) Business Days after the appointment of the arbitrator, (d) if the arbitrator shall find that a party acted unreasonably in withholding or delaying a consent or approval, such consent or approval shall be deemed granted (but the arbitrator shall not have the right to award damages, unless the arbitrator shall find that such party acted in bad faith), and (e) the losing party in such arbitration shall pay the arbitration costs charged by the AAA and/or the arbitrator, together with the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration.

37.05. Arbitration hearings hereunder shall be held in New York County. The arbitrators shall, in rendering any decision pursuant to this Article 37, answer only the specific question or questions presented to them. In answering such question or questions (and rendering their decision), the arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions.

37.06. Judgment may be had on the decision and award of an arbitrator rendered pursuant to the provisions of this Article 37 and may be enforced in accordance with the laws of the State of New York.

37.07. The provisions of this Article 37 shall not be applicable to any arbitration conducted pursuant to Article 34 or Article 36.

ARTICLE 38

Confidentiality; Press Releases

38.01. Landlord acknowledges that it may have access to certain confidential information of Tenant concerning Tenant’s businesses, facilities, operations, plans, proprietary software, technology, and products (“Confidential Information”). Confidential Information shall not include any information that is available to the general public (e.g., SEC filings). Landlord agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the

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general public, as required by law (including, without limitation, any plans and specifications, drawings or other like items which must be submitted to or filed with any governmental agency), judicial proceeding or to its attorneys, accountants, and other advisors and investors, mortgagees and prospective purchasers of the Real Property, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of Tenant’s Confidential Information or any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of such Confidential Information and the terms and conditions of this lease (in each case, except as permitted hereby). Tenant agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law, judicial proceeding or to its attorneys, accountants, and other advisors, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of the terms and conditions of this lease (except as permitted hereby). The obligations of Landlord and Tenant under this Section 38.01 shall survive the expiration or termination of this lease.

38.02. Neither party hereto may issue (or cause to be issued) a press release or written statement to the press with respect or concerning this lease or the terms hereof without the express consent of the other party hereto. Notwithstanding the foregoing, either party shall be permitted to issue any such press release or written statement that is necessary in order to comply with Legal Requirements. Furthermore, upon notice from Tenant that any of Landlord’s advertisements or press releases are not consistent with Tenant’s corporate policies relating to public relations, Landlord shall endeavor to cause its advertisements and press releases to be consistent with Tenant’s corporate policies relating to public relations to the extent same are commercially reasonable.

38.03. Tenant recognizes that Landlord makes extensive disclosures to its investors and that it is not feasible to require confidentiality from its investors and that Landlord will make extensive disclosures to its lenders, secured and unsecured, rating agencies, prospective purchasers and other parties in the ordinary course of its ownership of the Real Property. Tenant agrees that no such disclosures made in the ordinary course of Landlord’s business shall be restricted by or deemed a breach by Landlord of this Article 38. The provisions of this Section 38.03 shall only apply in the case that the Landlord is SL Green Realty Corp. or an affiliate thereof.

ARTICLE 39

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the

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rooftop of the Building, including without limitation the rights to use the rooftop of the Building and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements to third parties for the use of the rooftop and installation of equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom.

39.02. Upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any of its equipment installed pursuant to this Article 39 prior to the Commencement Date and (ii) subject to the provisions of Section 12.03, Tenant shall be required to remove any equipment installed pursuant to this Article 39 after the Commencement Date but only to the extent the same would constitute a Specialty Alteration.

ARTICLE 40

Back-Up Power System; Chillers

40.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install (and/or replace) on any one or more portions of the Building (together with any shaftways, closets and conduits of the Building) and thereafter maintain, repair and operate: (i) one or more battery-powered uninterruptible power systems, including, without limitation, the two (2) MGE 225 KVA single module UPS systems currently located on the 12^th floor of the Building (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”) and (ii) one or more diesel generators and chiller units, including, without limitation, the one (1) Caterpillar 1500 KW diesel stand-by generator Basement (the “Diesel Generator”) currently located in the Basement (the “Diesel Area”), and (iii) the four (4) 1,350 ton and one 750 ton train chillers located in the 12^th floor mechanical equipment room (the “Chillers”), in a portion or portions of the Premises designated by Tenant (herein called the “Generator Area”, the UPS Battery System and the Diesel Generator are sometimes herein collectively called the “Back-Up Power System”; the UPS Area, Diesel Area and the Generator Area are sometimes herein collectively called the “System Area”);

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provided that in connection with such installation of the Back-Up Power System and/or Chillers, Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

(ii) Tenant shall promptly repair any damage caused to the System Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees;

(iii) Tenant will, and does hereby, indemnify and save harmless Landlord from and against: (A) any and all claims, reasonable counsel fees, demands, damages, expenses or losses by reason of any liens, orders, claims or charges resulting from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System and Chillers installed by Tenant pursuant to the provisions of this Article; and (B) any and all claims, costs, demands, expenses, fees or suits arising out of accidents, damage, injury or loss to any and all persons and property, or either, whomsoever, or whatsoever resulting from or arising in connection with the erection, installation, maintenance, operation and repair of the Back-Up Power System and Chillers installed by Tenant pursuant to the provisions of this Article, except in the case of both (A) and (B) above to the extent occasioned by the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iv) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property in connection with the Back-Up Power System and Chillers.

(v) upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any Back-Up Power Systems and Chillers installed on the Real Property prior to the Commencement Date and (ii) subject to the provision of Section 12.03, Tenant shall be required to remove any Back-Up Power Systems and Chillers installed on the Real Property from and after the Commencement Date but only to the extent the same would constitute Specialty Alterations.

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ARTICLE 41

Benefits Cooperation

41.01. Landlord agrees to reasonably cooperate with Tenant in connection with any application by Tenant (or by any subtenant of Tenant) for any real estate tax or utility benefits or other benefits, credits or incentives, including, without limitation, any Industrial Commercial Incentive Program (ICIP) benefits (herein collectively called “Benefits”) as may be available from the City or State of New York, or any governmental agency, quasi-governmental agency or any public utility or alternate provider, including the execution and filing of any documentation that may be required for the receipt of such Benefits and/or for any such Benefits to be paid by Landlord to Tenant, as hereinafter provided. Landlord further agrees that Tenant shall be entitled to one hundred percent (100%) of such Benefits that Landlord or the Premises shall receive as a result of Tenant’s use of the Premises or any Leasehold Improvements or other Alterations performed by or on behalf of Tenant, whether during the Term or prior. Such cooperation by Landlord shall include, without limitation, the execution of any necessary or appropriate modification to this lease, if and to the extent any such approval shall be required and shall not adversely affect any of the rights or benefits of Landlord or increase the obligations or liabilities, or reduce the rights, of Landlord under this lease (except to a de minimis extent, Landlord hereby agreeing that the obligation to provide notices to the City or State of New York or to any such agency, utility or provider shall in and of itself constitute a de minimis obligation). Tenant agrees that (a) to the extent that Landlord shall incur any reasonable out-of-pocket expense in connection with such cooperation (including, without limitation, reasonable legal and other professional fees and all reasonable costs incurred in obtaining State and City tax rulings regarding any such Benefits transaction), Tenant shall reimburse Landlord for such expense as Additional Charges hereunder and (b) Tenant agrees to indemnify and hold harmless Landlord with respect to any liability incurred by Landlord by reason of such cooperation unless caused by the wrongful acts or omissions of Landlord or its agents, employees, representatives or contractors.

ARTICLE 42

Intentionally Omitted

ARTICLE 43

Leasehold Mortgages

43.01. As used herein, the term “Leasehold Mortgage” shall mean any third-party bona fide mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) intended

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to grant security for any obligation (including a purchase-money or other promissory note) encumbering Tenant’s leasehold estate hereunder, as entered into, renewed, modified, consolidated, amended, extended or assigned from time to time during the Term. Notwithstanding anything contained in Article 7 or any other provision of this lease to the contrary, Tenant’s interest in this lease and the leasehold interest created hereby may at any time and from time to time be, directly or indirectly, subjected to one or more Leasehold Mortgages upon prior notice to Landlord, but without the consent of Landlord, and Tenant’s interest in this lease may at any time, directly or indirectly, be assigned to a Leasehold Mortgagee (as hereinafter defined) as collateral security; provided, that notwithstanding anything to the contrary contained in this Article 43 or elsewhere in this lease: (i) no Leasehold Mortgage or any extension thereof shall be a lien or encumbrance upon the estate or interest of Landlord in and to the Premises (collectively, the “Superior Interests”); (ii) such Leasehold Mortgage shall be subject and subordinate at all times to such Superior Interests; (iii) there shall be no obligation of Landlord whatsoever to subordinate its interest in any of the Superior Interests to any Leasehold Mortgage or to “join in” any Leasehold Mortgage; and (iv) and notwithstanding anything to the contrary contained here, the right to enter into a Leasehold Mortgage shall be the exclusive right of the Named Tenant or its an Affiliate of the Named Tenant if this lease is assigned to such Affiliate and for so long as it is an Affiliate. In addition, Tenant may assign any or all subleases entered into by Tenant in accordance with Article 7 to a Leasehold Mortgagee as collateral security for the obligations of Tenant under such mortgage. No such mortgage shall be valid or of any force or effect unless and until a true copy of the original of each instrument creating and effecting such mortgage and written notice containing the name and post office address of the Leasehold Mortgagee thereunder shall have been delivered to Landlord. Any Leasehold Mortgage which does not conform to the provisions of this Article 43 shall be deemed to be null and void ab initio. As used herein, the term “Leasehold Mortgagee” shall mean the holder of a Leasehold Mortgage that is in the business of making commercial loans; provided that no Citigroup Tenant may hold any interest in the Leasehold Mortgagee.

43.02. (a) If Tenant shall mortgage its interest in this lease and the leasehold interest created hereby, Landlord shall give to each Leasehold Mortgagee whose name and address shall have theretofore been provided to Landlord, a copy of each notice of default by Tenant and each notice of termination of this lease at the same time as, and whenever, any such notice of default or notice of termination shall thereafter be given by Landlord to Tenant, and no such notice of default or notice of termination by Landlord shall be deemed to have been duly given to Tenant unless and until a copy thereof shall have been so given to each such Leasehold Mortgagee.

(b) Notwithstanding the provisions of Section 43.02(a) Landlord shall not have the right to terminate this lease under the provisions of Article 22 or to reenter the Premises under the provisions of Article 23, or to otherwise terminate this lease or reenter the Premises, as long as:

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(i) a Leasehold Mortgagee, in good faith, shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Force Majeure Causes, which for purposes of this Section 43.02(b) shall include causes beyond the control of such Leasehold Mortgagee instead of causes beyond the control of Tenant; provided that, with respect to any default in the payment of Fixed Rent and Additional Charges, Leasehold Mortgagee shall have no more than three (3) Business Days from receipt of notice of such default from Landlord to cure same by making payment thereof, and Landlord may terminate this lease in the event such default threatens Landlord’s interest in the Real Property, or

(ii) if possession of the Premises is required in order to cure the default in question, a Leasehold Mortgagee, in good faith, (A) shall have entered into possession of the Premises with the permission of Tenant for such purpose or (B) shall have notified Landlord of its intention to institute foreclosure proceedings to obtain possession directly or through a receiver, and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives an assignment of this lease in lieu of foreclosure from Tenant, and, upon obtaining possession pursuant to clause (A) or clause (B) above, commences promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity (subject to Force Majeure Causes), or

(iii) if the Leasehold Mortgagee is the holder of the Leasehold Mortgage in question by collateral assignment and the foreclosure of its collateral assignment is required in order to act under clause (i) or clause (ii) above, a Leasehold Mortgagee, in good faith, shall have notified Landlord of its intention to institute proceedings to foreclose such collateral assignment and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives a direct and absolute assignment from the assignor under the collateral assignment of its interest in such mortgage, in lieu of foreclosure, and upon the completion of such foreclosure or the obtaining of such assignment commences promptly to act under clause (i) or clause (ii) above, or

(iv) a Leasehold Mortgagee, in good faith, shall have proceeded pursuant to clause (ii) or clause (iii) above and during the period such Leasehold Mortgagee is proceeding pursuant to clause (ii) or clause (iii) above, such default is cured;

provided, that the Leasehold Mortgagee shall have delivered to Landlord its written agreement to take the action described in clause (i), (ii) or (iii) above and, subject to the

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provisions of Section 43.02(d), shall have assumed the obligation to cure the default in question and that during the period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Tenant under this lease, to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods stated in Article 22. Notwithstanding the foregoing, at any time after the delivery of the aforementioned agreement, the Leasehold Mortgagee may notify Landlord, in writing, that it has relinquished possession of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and in such event, the Leasehold Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to Landlord (except for any obligations assumed by the Leasehold Mortgagee and accruing prior to the date it delivers such notice) and thereupon, Landlord shall give notice thereof to the next Leasehold Mortgagee entitled to such notice under Section 43.03(e). Unless such default has been cured or Tenant’s time period to cure under Section 22.02 has not expired as of the date that is ten (10) days after the giving of such notice to such other Leasehold Mortgagee, Landlord shall thereafter have the unrestricted right, subject to and in accordance with all of the terms and provisions of this lease, to terminate this lease and to take any other action it deems appropriate by reason of any default by Tenant, and upon any such termination the provisions of Section 43.03 shall apply. For all purposes of this lease, the term “foreclosure proceedings” shall include, in addition to proceedings to foreclose a mortgage, where applicable, any foreclosure or similar proceedings commenced by a collateral assignee thereof with respect to its collateral assignment. Nothing contained herein shall be deemed to impose upon any Leasehold Mortgagee the obligation to perform any obligation of Tenant under this lease or to remedy any default by Tenant hereunder. Landlord shall accept performance by a Leasehold Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant. Notwithstanding anything to the contrary contained herein, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this lease.

(c) From and after the date upon which Landlord receives notice of any mortgage by Tenant of its interest in this lease, Landlord and Tenant shall not modify or amend this lease in any respect or cancel or terminate this lease other than as provided herein without the prior written consent of the Leasehold Mortgagee(s) specified in such notice.

(d) Notwithstanding anything contained in Section 43.02(b) or elsewhere in this lease to the contrary, any default of Tenant under any provision of this lease which would not be susceptible of being cured by the Leasehold Mortgagee, even after completion of foreclosure proceedings or the Leasehold Mortgagee otherwise acquiring title to Tenant’s interest in this lease, shall be treated as if it were a default for

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which “possession of the Premises is required in order to cure” for purposes of clause (ii) of Section 43.02(b) and shall be automatically waived by Landlord upon the occurrence of the events described in clause (ii) or clause (iii) of Section 43.02(b), provided that during the pendency of such events all of the other obligations of Tenant under this lease, to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods. Notwithstanding anything in Section 43.02(b) to the contrary, no Leasehold Mortgagee shall have any obligation to cure any such default described above nor shall any Leasehold Mortgagee be required to agree in writing to cure such default in order to proceed under clause (ii) or clause (iii) of Section 43.02(b).

43.03. (a) In case of termination of this lease under the provisions of Article 22 or otherwise, or a reentry into the Premises under the provisions of Article 23 or otherwise, Landlord, subject to the provisions of Section 43.03(e), shall give prompt notice thereof to each Leasehold Mortgagee under a Leasehold Mortgage whose name and address shall have theretofore been given to Landlord, which notice shall be given as provided in Section 43.02(a). Landlord, on written request of such Leasehold Mortgagee made any time within fifteen (15) days after the giving of such notice by Landlord and at such Leasehold Mortgagee’s expense, shall execute and deliver within fifteen (15) days thereafter a new lease of the Premises to the Leasehold Mortgagee, or its nominee or designee, for the remainder of the Term, upon all the covenants, conditions, limitations and agreements herein contained; provided that the Leasehold Mortgagee or its nominee or designee shall (i) pay to Landlord, simultaneously with the delivery of such new lease, all unpaid Fixed Rent and Additional Charges due under this lease up to and including the date of the commencement of the term of such new lease and all expenses including, without limitation, reasonable attorneys’ fees and disbursements and court costs, incurred by Landlord in connection with the default by Tenant, the termination of this lease and the preparation of the new lease, and (ii) deliver to Landlord a statement, in writing, acknowledging that Landlord, by entering into a new lease with the Leasehold Mortgagee or its nominee or designee, shall not have or be deemed to have waived any rights or remedies with respect to defaults existing under this lease, notwithstanding that any such defaults existed prior to the execution of the new lease, and that the breached obligations which gave rise to the defaults and which are susceptible of being cured by Leasehold Mortgagee or its nominee or designee are also obligations under said new lease, but such statement shall be subject to the proviso that the applicable grace periods, if any, provided under the new lease for curing such obligations shall begin to run as of the first day of the term of said new lease

(b) Any such new lease and the leasehold estate thereby created shall be subject to any estate vested in or claims of Tenant and to any intervening liens, claims and encumbrances arising by reason of the acts or omissions of Tenant and Landlord shall have no obligation as to the priority of such new lease.

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(c) Upon the execution and delivery of a new lease under this Section 43.03, all subleases of the Premises which have become direct leases between Landlord and the sublessee thereunder pursuant to Section 7.07(b) or pursuant to a Landlord’s Non-Disturbance Agreement entered into by Landlord with such sublessee shall thereupon be assigned and transferred by Landlord to the tenant named in such new lease, and Landlord shall enter into Landlord’s Non-Disturbance Agreements with respect to any such subleases that became a direct lease with Landlord pursuant to a pre-existing Landlord’s Non-Disturbance Agreement, and Leasehold Mortgagee shall provide a guarantor of such new lease which guarantor shall be satisfactory to Landlord in its sole discretion and which guarantor shall deliver a guaranty of lease in form and substance satisfactory to Landlord in its sole discretion. Between the date of termination of this lease and the earlier of (i) the date of execution and delivery of the new lease and (ii) the date such Leasehold Mortgagee’s option to request a new lease pursuant to this Section 43.03 expires if such Leasehold Mortgagee does not exercise such option, Landlord shall not enter into any new leases or subleases of the Premises, cancel or modify any then existing subleases, or accept any cancellation, termination or surrender thereof without the written consent of the Leasehold Mortgagee.

(d) Notwithstanding anything contained in this Section 43.03 to the contrary, a Leasehold Mortgagee shall have no obligation to cure any default by Tenant under any provision of this lease which is not susceptible of being cured.

(e) If there is more than one Leasehold Mortgage, Landlord shall recognize the Leasehold Mortgagee whose mortgage is senior in lien (or any other Leasehold Mortgagee designated by the Leasehold Mortgagee whose mortgage is senior in lien) as the Leasehold Mortgagee entitled to the rights afforded by Section 43.02 and this Section 43.03 for so long as such Leasehold Mortgagee shall be exercising its rights under this lease with respect thereto with reasonable diligence, subject to Force Majeure Causes, and thereafter Landlord shall give notice that such Leasehold Mortgagee has failed or ceased to so exercise its rights to the Leasehold Mortgagee whose mortgage is next most senior in lien (and so on with respect to each succeeding Leasehold Mortgagee that is given such notice and either fails or ceases to so exercise its rights), and then only such Leasehold Mortgagee whose mortgage is next most senior in lien shall be recognized by Landlord, unless such Leasehold Mortgagee has designated a Leasehold Mortgagee whose mortgage is junior in lien to exercise such right. If the parties shall not agree on which Leasehold Mortgage is prior in lien, such dispute shall be determined by a then current certificate of title issued by a title insurance company licensed to do business in the State of New York chosen by Landlord, and such determination shall bind the parties.

(f) Notwithstanding anything to the contrary contained herein, Landlord shall not commence an action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) of Section 24.01 prior to the date upon

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which the rights of any Leasehold Mortgagee to cure Tenant’s default and to request and receive a new lease have expired.

43.04. (a) Notwithstanding anything to the contrary herein, any foreclosure under any Leasehold Mortgage, or any exercise of rights or remedies under or pursuant to any Leasehold Mortgage, including the appointment of a receiver, shall not be deemed to violate this lease or, in and of itself, entitle Landlord to exercise any rights or remedies. Notwithstanding any other provision of this lease to the contrary, this lease may be assigned (i) by Tenant to a Leasehold Mortgagee (or its nominee or designee) at any time that Tenant is in default under this lease or under such Leasehold Mortgage and (ii) by a Leasehold Mortgagee (or its nominee or designee) at a foreclosure sale or by an assignment in lieu thereof, in either case without the consent of Landlord, and the provisions of Article 7 shall be inapplicable to any such assignment.

(b) In the event of any lawsuit, arbitration, appraisal or other dispute resolution proceeding, or any proceeding relating to the determination of rent or any component thereof, between Landlord and Tenant, Landlord shall notify each Leasehold Mortgagee of whom Landlord shall have been given notice of the commencement thereof, which notice shall enclose copies of all notices, papers, and other documents related to such proceeding to the extent given or received by Landlord.

(c) Any insurance policies required to be maintained by Landlord under this lease shall name as additional insureds any Leasehold Mortgagees whose name and address shall have theretofore been provided to Landlord.

(d) Any assignment of subleases and/or the rents thereunder (i.e., an assignment of rents and leases) given to a Leasehold Mortgagee and/or any security interest in equipment or any other personal property given to a Leasehold Mortgagee shall, for all purposes of this lease be deemed to be “collateral to” a mortgage and made “in connection with” a mortgage, notwithstanding that such assignment or security interest secures an obligation to the Leasehold Mortgagee that is different from, or in addition to, that secured by the mortgage held by such Leasehold Mortgagee.

(e) Tenant’s making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this lease, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this lease, be deemed to be an assignee or transferee of this lease so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant’s obligations hereunder except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of Tenant’s leasehold estate pursuant to a foreclosure or other exercise of rights or remedies under its Leasehold Mortgage (as distinct from its rights under this lease to cure defaults of Tenant hereunder). Notwithstanding anything to the contrary contained in this lease, no Leasehold Mortgagee, or any person acting for or on behalf of a Leasehold Mortgagee, or any person acquiring Tenant’s leasehold estate pursuant to any foreclosure or other exercise of a Leasehold Mortgagee’s rights under its

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Leasehold Mortgage, shall have any liability under or with respect to this lease or a new lease except during such period as such person is Tenant under this lease or a new lease. Notwithstanding anything to the contrary herein, such person’s liability shall not in any event extend beyond its interest in this lease or a new lease and shall terminate upon such person’s assignment or abandonment of this lease or the new lease.

(f) No Leasehold Mortgage shall affect or reduce any rights or obligations of either party under this lease. All such rights and obligations shall continue in full force and effect notwithstanding any Leasehold Mortgage.

(g) There shall be no limitation whatsoever on the amount or nature of any obligation secured by a Leasehold Mortgage, the purpose for which the proceeds of any such financing may be applied, the nature or character of any Leasehold Mortgagee, the subsequent assignment, transfer or hypothecation of any Leasehold Mortgage, or the creation of participation or syndication interests with respect to any Leasehold Mortgage.

(h) If any actual or prospective Leasehold Mortgagee requires any modification(s) of this lease, then Landlord shall, at Tenant’s or such Leasehold Mortgagee’s request and expense, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification(s) as such actual or prospective Leasehold Mortgagee shall require, provided that such modification(s) do not in any way alter the rent payable hereunder or the term hereof, or adversely affect Landlord’s rights or increase Landlord’s liability or obligations hereunder to more than a de minimis extent.

(i) Landlord shall, at Tenant’s request and expense, acknowledge receipt of the name and address of any Leasehold Mortgagee (or proposed Leasehold Mortgagee) and confirm to such party that such party is or would be, upon closing of its loan, a Leasehold Mortgagee with all rights of a Leasehold Mortgagee under this lease, which acknowledgment shall, if requested, be in recordable form, subject to confirmation then and at all times thereafter that neither Tenant nor any Affiliate of Tenant holds any interest therein.

(j) Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, Landlord shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the intentions of the parties with respect to Leasehold Mortgages as set forth in this lease, including a separate written instrument in recordable form signed and acknowledged by Landlord setting forth and confirming, directly for the benefit of specified Leasehold Mortgagee(s), any or all rights of Leasehold Mortgagees, but no such document, agreement or instrument or any provision contained in any thereof shall increase Landlord’s obligations or liabilities or decrease Landlord’s rights hereunder.

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(k) If a Leasehold Mortgagee’s Leasehold Mortgage expressly limits such Leasehold Mortgagee’s exercise of any rights and protections provided for in this lease, then as between Tenant and such Leasehold Mortgagee the terms of such Leasehold Mortgage shall govern. A Leasehold Mortgagee may, by notice to Landlord, temporarily or permanently waive any specified rights of a Leasehold Mortgagee under this lease, and any such waiver shall be effective in accordance with its terms, but any such waiver shall not bind any subsequent Leasehold Mortgagee under a subsequent Leasehold Mortgage unless Landlord has relied to its detriment upon the initial waiver. Tenant’s default as mortgagor under a Leasehold Mortgage shall not constitute a default under this lease except to the extent that Tenant’s actions or failure to act in and of itself constitutes a breach of its obligations under this lease.

(l) Notwithstanding any provision hereof, the cure and new lease rights of any Leasehold Mortgage shall be subject to the following:

(i) No default shall be considered not susceptible of being cured if the failure to cure the same shall reduce the Fixed Rent or Additional Charges hereunder, create any lien or encumbrance on Landlord’s interest under this lease or in the Real Property or, other than to an immaterial extent, result in any increase in Landlord’s obligations or liabilities hereunder or reduce Landlord’s rights hereunder;

(ii) No extended cure period allowed to any Leasehold Mortgagee hereunder shall subject Landlord to any criminal or civil fine or penalty or to any criminal prosecution (except that as o any civil fine or penalty such Leasehold Mortgagee shall unconditionally indemnify and hold harmless Landlord pursuant to an indemnity in form and substance reasonably satisfactory to Landlord from a reasonably credit-worthy party;

(iii) No extended cure period allowed to any Leasehold Mortgagee hereunder shall void, limit or restrict any insurance required to be maintained by Tenant hereunder or permit the Real Property to go uninsured for any period of time; and

(iv) If any lender to Landlord shall assert that Landlord is in default to such lender by reason of any extended cure period hereunder, the Leasehold Mortgagee shall immediately cure such default or lose the right to do so.

ARTICLE 44

Right Of First Offer To Purchase

44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or

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substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

(b) Among other matters, the Offer Contract shall incorporate the following (“Terms”):

(i) a closing date that is thirty (30) days following the date of the Offer Contract;

(ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant;

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(iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and

(iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and any liens created or arising from the acts of Tenant or its agents, or anyone claiming by or through such parties).

(v) that the Landlord shall not be required to give any representation or warranty regarding the Premises or this lease.

44.02. (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be no less than ninety percent (90%) of the Offer Price taking into account all material relevant economic matters, including, without limitation, the payment of the purchase price in its entirety in cash (subject to any assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within twelve (12) months after the date of Tenant’s refusal or deemed refusal to purchase, and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice.

(b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not more than ten (10) Business Days preceding a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of

114

such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith.

44.03. Tenant’s rights granted under this Article 44 shall not apply to (a) a conveyance or assignment to an Affiliate of Landlord, (b) a transfer of up to fifty percent (50%) of the ownership interests directly or indirectly pertaining to the Premises to an unaffiliated third party, (c) to the sale to the purchaser at a foreclosure sale in connection with the foreclosure or to any sale pursuant to a bankruptcy proceeding or an order of a bankruptcy court, (d) to the conveyance or assignment to Superior Mortgagee or any designee of Superior Mortgagee in connection with a deed in lieu of foreclosure of the Mortgage, (e) a sale of interests in Landlord or an Affiliate of Landlord pursuant to a pledge of such interests to secure “mezzanine debt” or a transfer in lieu of any such sale or (f) any direct or indirect transfer, sale or pledge (including (but not limited to) by way of any merger, consolidation, amalgamation, sale, or other transfer of any kind) of the legal or beneficial interests (including, without limitation, any rights, distributions, profits or proceeds relating thereto) or assets of the parent entities (or other upper tier level entities) which comprise the indirect members of the Landlord entity; provided that any such transfer, sale or pledge is done for a good business purpose and not principally for the purpose of selling the Premises or any portion thereof or any interest therein to circumvent Tenant’s rights granted under this Article 44 or (g) transfers of the direct or indirect interests in the Landlord entity between its existing holders (as of the date hereof) of direct or indirect interests in the Landlord entity; it being understood and agreed that the foregoing shall not vitiate Landlord’s rights under clause (b) of this Section 44.03. Tenant’s rights hereunder shall survive any sale or transfer described in this Section 44.03.

44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease (i.e., Tenant shall retain its rights under this Article 44 following any and all transfers of the Offered Property during the Term), any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant or its assignee or subtenant.

44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of sale submitted hereunder (except that Tenant may disclose such information (i) to such of its executive officers, employees and professional advisors as are reasonably required in

115

connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to this Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive).

44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate.

44.07. The provisions of this Article 44 shall be null and void if either (i) the Tenant under this Lease is no longer a Citigroup Tenant or (ii) the Named Tenant together with its Affiliates does not then occupy at least 80% of the Premises.

[signature page follows]

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

388 REALTY OWNER LLC, Landlord
By: 388 Realty Mezz LLC, a Delaware limited liability company, its sole member
By: Building Exchange Company, a Virginia corporation, its sole member
By:	/s/ Matthew Narby
Name:	Matthew Narby
Title:	Vice President
CITIGROUP GLOBAL MARKETS INC., Tenant
By:	/s/ Gus Gollisz
Name:	Gus Gollisz
Title:	Authorized Signatory
Tenant’s Federal Identification Number:
11-2418191

Schedule 1

Certificate of Insurance

(See Attached)

Schedule 2¹

Employees

Employee	Union	Job Title
A. CATALA	32BJ	CLEANER
C. FERGUSON	32BJ	CLEANER
W. BENITEZ	32BJ	CLEANER
B. JOHNSON	32BJ	LEAD H/M
J. PRIVOTT	32BJ	STARTER
M. VALENTIN	32BJ	CLEANER
J. KATEHIS	32BJ	CARPENTER
A. MARTE	32BJ	CLEANER
J. Mohammed	32BJ	CLEANER
Y. ZEJNELI	32BJ	CLEANER
J. CARRASCO	32BJ	CLEANER
B. ARIAS	32BJ	CLEANER
B. CWIEKALA	32BJ	CLEANER
T. BARYLSKA	32BJ	CLEANER
C. MEROLA	32BJ	STARTER
F. DOWLING	32BJ	CARPENTER
L. LORA	32BJ	HANDYMAN
N. THIEN	32BJ	HANDYMAN
Y. SEUN	32BJ	FOREPERSON
C. TEJEDA	32BJ	CLEANER
P. ORELLANA	32BJ	LOCKSMITH
O. OLENSKY	32BJ	HANDYMAN
H. NGUYEN	32BJ	Supervisor
A. MENAGI	32BJ	CLEANER
C.E. YEAU	32BJ	CLEANER
R. LY	32BJ	CLEANER
P. HUYNH	32BJ	CLEANER
J. AHMED	32BJ	CLEANER
M. SUON	32BJ	CLEANER
R. CASTRO	32BJ	CLEANER
M. TY	32BJ	CLEANER

¹ Schedule to be revised as of the end of the term of this lease or as of the Commencement Date of the Amended and Restated Lease, as applicable, to reflect the then current employees.

E. GAWRYCHOWSKI	32BJ	CLEANER
G. ADAMS	32BJ	CLEANER
V. THOMAS	32BJ	CLEANER
S. SOK	32BJ	CLEANER
A. MAINU	32BJ	CLEANER
M. LASHEY	32BJ	CLEANER
D. LOUIS-JEUNE	32BJ	CLEANER
S. BY	32BJ	CLEANER
L. RODRIGUEZ	32BJ	CLEANER
A. KABA	32BJ	CLEANER
J. LY	32BJ	CLEANER
B. BACCHUS	32BJ	CLEANER
N. FLORES	32BJ	CLEANER
A. BERNACKA	32BJ	CLEANER
M. ZEOLI	32BJ	FOREPERSON
P. LUONG	32BJ	CLEANER
M. SALAM	32BJ	CLEANER
D. NOURIEL	32BJ	CLEANER
K. RIFAT	32BJ	CLEANER
K. ALBARDAK	32BJ	CLEANER
R. KUSZ	32BJ	CLEANER
M. MONTANA	32BJ	CLEANER
A. ZARUBIN	32BJ	CLEANER
R. PAGOADA	32BJ	CLEANER
J. TRUSZKOWSKI	32BJ	CLEANER
L. KLESZCZEWSKA	32BJ	CLEANER
I. BANUSHI	32BJ	CLEANER
M. SZETELA	32BJ	CLEANER
T. MAI	32BJ	CLEANER
B. ULMA	32BJ	CLEANER
T. NGUYEN	32BJ	CLEANER
J. SULLIVAN	32BJ	CLEANER
R. SMITH	32BJ	CLEANER
H. MIAH	32BJ	CLEANER
C. DESIMONE	32BJ	CLEANER
S. DEMIRCANLI	32BJ	CLEANER
O. KUKIC	32BJ	CLEANER
E. JIMENEZ	32BJ	CLEANER
D. CEKOVIC	32BJ	CLEANER
J. DEREWIECKI	32BJ	CLEANER
B. OLIVERA	32BJ	CLEANER
Z. VELESKI	32BJ	CLEANER

2

M. PRZYBEK	32BJ	CLEANER
P. PHAN	32BJ	CLEANER
R. GRANT	32BJ	CLEANER
G. PEREZ	32BJ	CLEANER
C. VONG	32BJ	CLEANER
KIM NA	32BJ	CLEANER
KONGORSKI JERZY	32BJ	CLEANER
R. KANDIC	32BJ	FOREPERSON
J. MALEC	32BJ	CLEANER
A. KRIKEL	32BJ	CLEANER
M. FRANCO-ALZATE	32BJ	Replacement Cleaner
LA HUNG	32BJ	Replacement Cleaner
F. DJONBALJAJ	32BJ	Replacement Cleaner
A. KRAJC	32BJ	Replacement Cleaner
L. NDOCI	32BJ	Replacement Cleaner
M. DIEP	32BJ	Replacement Cleaner
H. GJEVUKAJ	32BJ	Replacement Cleaner
J. LUGO	32BJ	Replacement Cleaner
E. MARULANDA	32BJ	Replacement Cleaner
M. BERISHA	32BJ	Replacement Cleaner
H. RUTKOWSKA	32BJ	Replacement Cleaner
E. ANDERSON	Local 94	Mechanic
J. PRIMIANO	Local 94	Asst. Chief Engineer
D. DOUGHERTY	Local 94	ENGINEER
W. BILECKY	Local 94	ENGINEER
T. MAZZA	Local 94	ENGINEER
W. SVIHRA	Local 94	ENGINEER
K. WELSH	Local 94	Engineer Helper
A. PERRICONE	Local 94	Engineer Helper
W. DOLAN	Local 94	ENGINEER
P. NOTO	Local 94	ENGINEER
R. HUARNECK	Local 94	ENGINEER
D. SCHOOK	Local 94	ENGINEER
E. WHITE	Local 94	Engineer

3

Schedule 3

Current Occupancy Agreements

1. Lease dated as of September 29, 1989 between Shearson Lehman Hutton Inc. (a remote predecessor in interest to Tenant) and Martin’s News & Sundry Shops, Inc.

First Amendment of Lease dated as of January     , 2004 between Seller and Martin’s News & Sundry Shops, Inc.

EXHIBIT A

Legal Description

388 Greenwich St (Block 186 Lot 1)

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the easterly line of West Street with the northerly line of North Moore Street;

RUNNING THENCE North 20 degrees 04 minutes 45 seconds West, along the easterly line of West Street, 190.09 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 281.89 feet;

THENCE North 21 degrees 52 minutes 40 seconds West, 9.00 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 140.00 feet to a point in the westerly line of Greenwich Street;

THENCE South 21 degrees 28 minutes 00 seconds East, along the westerly line of Greenwich Street, 199.00 feet to the corner formed by the intersection of the northerly line of North Moore Street with the westerly line of Greenwich Street;

THENCE South 68 degrees 07 minutes 20 seconds West, along the northerly line of North Moore Street, 426.43 feet to the point or place of BEGINNING.

The street lines described above are as shown on map entitled “Map Showing a Change in the Street System, Etc., in Connection with the Washington Market Urban Renewal Area”, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map # 3756.

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EXHIBIT B

Recorded Agreements

1. Revocable Consent Agreement made by the Franchise Division and accepted and agreed to by Tenant and US Bank National Association and recorded on May 19, 2004 in the Office of the City Register of the City of New York under CRFN 2004000314864.

2. Zoning Lot Description and Ownership Statement, dated 3/28/1985 and recorded 3/29/1985 in Reel 892 Page 116.

3. Map Showing a Change in the Street System, Etc., in connection with the Washington Market Urban Renewal Area, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map #3756.

4. (l) Notice of Appropriation made by the Commissioner of Transportation of the State of New York, recorded 3/15/1999 in Reel 2836 Page 628. (Affects Streets)

With respect thereto:

a. Acquisition Map recorded 3/15/1999 in Reel 2836 Page 631.

(2) Superseding Notice of Appropriation made by the Commissioner of Transportation of the State of New York, recorded 3/15/1999 in Reel 2836 Page 471. (Affects Streets)

With respect thereto:

a. Acquisition Map recorded 3/15/1999 in Reel 2836 Page 474.

6. State of facts shown on that certain survey dated July 3, 1990, prepared by Earl B. Lovell – S.P. Belcher, Inc., as last redated pursuant to visual inspection on November 13, 2007.

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EXHIBIT C

Form of Guaranty

Date: December    , 2007

388 Realty Owner LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

In consideration of 388 Realty Owner LLC (“Landlord”) entering into that certain Lease with Citigroup Global Markets Inc. (“Tenant”), an indirect wholly-owned subsidiary of Citigroup Inc., dated [December     , 2007] and relating to the real property located at 388 Greenwich Street, New York, New York (the “Agreement”), Citigroup Inc., a corporation incorporated under the laws of Delaware, hereby agrees in accordance with the following:

1. Citigroup Inc. guarantees to Landlord the payment of the amounts owing by the Tenant in accordance with the provisions of the Agreement (collectively, the “Obligations”) subject to the terms set forth below (this “Guarantee”).

2. Notice of acceptance of this Guarantee and of default or non-payment by the Tenant is expressly waived, and payment under this Guarantee shall be subject to no other condition than the giving of a written request by Landlord, stating the fact of default or non-payment, mailed to Citigroup Inc. at its offices located at: Citigroup Inc., Corporate Treasury, 153 East 53rd Street, 5th Floor, New York, New York 10043. Citigroup Inc. shall make payment to Landlord of any and all amounts set forth in said written request, in immediately available funds in lawful money of the United States, within five (5) business days of Landlord’s delivery of said request. Landlord shall have the right to enforce this Guarantee without pursuing any right or remedy of Landlord against Tenant or any other party. Landlord may commence any action or proceeding based upon this Guarantee directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding.

3. Citigroup Inc. will have all those defenses that would be available to it if it were a primary co-obligor jointly and severally liable with Tenant, on the Obligations. However, subject to the first sentence of this paragraph 3, the obligations of Citigroup Inc. under this Guarantee shall in no way be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Citigroup Inc., including, without limitation:

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• any extension, amendment, modification or renewal of the Agreement or of the Obligations;

• any assignment, mortgage or other voluntary or involuntary transfer (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Agreement, or the occurrence of any such assignment, other voluntary or involuntary transfer;

• any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

• any waiver of any event of default, extension of time or failure to enforce any of the Obligations; or

• any extension, moratorium or other relief granted to the Tenant pursuant to any applicable law or statute.

4. This Guarantee and the obligations of Citigroup Inc. hereunder shall be irrevocably valid with respect to any claims asserted by Landlord prior to the date upon which the earlier to occur of:

• return by Landlord of the original of this Guarantee; or

• the close of business in New York on the first (1^st) anniversary of the end of the term of the Agreement (“Final Termination Date”).

No claim by Landlord may be asserted under this Guarantee after the Final Termination Date.

5. This Guarantee shall be binding upon Citigroup Inc. and its successors and assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Agreement or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guarantee reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6. Citigroup Inc. represents and warrants to Landlord that as of the date hereof: (a) Citigroup Inc. has full power, authority and legal right to execute, deliver, perform and observe this Guarantee, including, without limitation, the payment of all moneys hereunder; (b) the execution, delivery and performance by Citigroup Inc. of this Guarantee have been duly authorized by all necessary corporate action; and (c) this Guarantee constitutes the legal, valid and binding obligation of Citigroup Inc., enforceable in accordance with its terms.

7. Citigroup Inc. hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or

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relating to this Guarantee or to the Agreement until satisfaction and payment in full of all of the Obligations.

8. No more than two (2) times during any calendar year, Citigroup Inc. shall, within ten (10) business days following request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guarantee is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Citigroup Inc. is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

9. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Citigroup Inc. shall be obligated to make payment hereunder only at the principal office of Citigroup Inc. in New York, New York.

Citigroup Inc. shall have no obligation to make payment or take action hereunder during any period when payment by the Tenant, in accordance with the provisions of the Agreement, would constitute a violation of any applicable laws (other than bankruptcy, liquidation, reorganization or similar laws affecting the enforcement of the rights of creditors generally).

IN WITNESS WHEREOF, Citigroup Inc. has caused these presents to be executed by its duly authorized officer this              day of December, 2007.

Very truly yours,

CITIGROUP INC.

By:

STATE OF NEW YORK	)
	: ss.:
COUNTY OF NEW YORK	)

On this              day of December, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared             , personally known to me or proved to me on the basis of satisfactory evidence to be the              of              and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

Notary Public

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EXHIBIT D

Superior Mortgagee SNDA Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT, dated the              day of             , 200     by and among             (including its successors and assigns), [as agent] (hereinafter called “Mortgagee”),                                         , a                                         , having an office at                                          (hereinafter called “Landlord”) and                                         , a                                          having an office at 388 Greenwich Street, New York, New York 10013 (hereinafter called “Tenant”).

W I T N E S S E T H:

WHEREAS, Tenant has entered into a certain lease dated as of the date hereof with Landlord (such lease, as the same may be amended and restated pursuant to the form of lease annexed thereto as Exhibit J, is hereinafter called the “lease” or the “Lease”), covering the entire land and improvements thereon commonly known as 388 Greenwich Street and located in New York, New York, as more particularly described on Schedule A attached hereto;

WHEREAS, Tenant has entered into a certain Reciprocal Easement Agreement respecting the Premises and 390 Greenwich Street, New York, New York, a copy of which is annexed to the Lease (the “REA”); and

WHEREAS, [certain lenders for which Mortgagee is acting as agent have made] Mortgagee has made a certain mortgage loan to the Landlord (hereinafter called the “Mortgage”; the documents entered into in connection therewith, as the same may be amended, restated, supplemented, replaced, consolidated, or otherwise modified from time to time, the “Mortgage Loan Documents”) and the parties desire to set forth their agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

1. Subject to the terms and conditions hereof, the lease and the REA shall be subject and subordinate in each and every respect to the lien of the Mortgage insofar as it affects the real property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon and other sums payable thereunder and the Mortgage Loan Documents.

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2. Tenant agrees that after notice is given to Tenant by Mortgagee it will attorn to and recognize Mortgagee, any purchaser at a foreclosure sale under the Mortgage, any transferees by deed in lieu of foreclosure of the Mortgage, and the successors and assigns of Mortgagee or any such purchasers or tranferees who acquire the premises demised (the “Premises”) under the Lease (any of such parties is herein referred to as an “Acquiring Party”) in the event of any suit, action or proceeding for the foreclosure of the Mortgage or to enforce any rights thereunder, any judicial sale or execution or other sale of the Premises or the giving of a deed in lieu of foreclosure of any default under the Mortgage or, with respect to Mortgagee, after any event of default under the Mortgage Loan Documents pursuant to which Mortgagee has the right and elects to exercise the rights of Landlord under the Lease (each, an “Attornment Event”), as its landlord for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the terms and conditions set forth in the Lease and this Agreement. Such attornment is to be effective as of the date that such Attornment Event occurs, without the execution of any further agreement. However, Tenant and the Acquiring Party agree to confirm the provisions of this Agreement in writing upon the request of either party.

3. In the event that it should become necessary to foreclose the Mortgage, Mortgagee thereunder or any Acquiring Party will not terminate the Lease nor the REA nor join Tenant in summary or foreclosure proceedings (unless Tenant is a necessary party thereto under law), nor disturb the possession of Tenant, nor diminish or interfere with Tenant’s rights and privileges under the Lease or the REA or any extensions or renewals of the Lease entered into pursuant to the Lease or consented to by Mortgagee, as applicable, so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease and the REA, as the case may be.

4. In the event that Mortgagee or an Acquiring Party shall succeed to the interest of Landlord under the Lease (the date of such succession being hereinafter called the “Succession Date”), so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease, Mortgagee or the Acquiring Party, as the case may be, shall not disturb the possession of Tenant and shall be bound by all of Landlord’s obligations under the Lease and the REA; provided that neither the Mortgagee nor any Acquiring Party shall be:

(a) liable for any act or omission or negligence or failure or default of any prior landlord (including Landlord) to comply with any of its obligations under the Lease or the REA, except to the extent that (1) such act or omission constitutes a default by landlord under the Lease or the REA and continues after the Succession Date, and (2) Mortgagee’s or Acquiring Party’s liability is limited to the effects of the continuation of such act or omission from and after the Succession Date and shall not include any liability of any prior landlord (including Landlord) which accrued prior to the Succession Date; or

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(b) liable for the return of any security deposit, except to the extent such security deposit shall have been paid over (or assigned, in case of any letter of credit) to the Mortgagee or Acquiring Party; or

(c) subject to any counterclaims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) except to the extent (1) that such counterclaims, offsets or defenses shall have accrued in accordance with the terms of the Lease or the REA, as applicable, including, without limitation, any offsets with respect to Landlord Reimbursement Amounts (as defined in the Lease) or (2) the basis for such counterclaims, offsets or defenses continue to exist from and after the Succession Date; provided that Mortgagee receives notice thereof in accordance with the Lease or the REA, as applicable; or

(d) bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord, including Landlord, under the Lease (other than customary prepayments of operating expense and real estate tax and Landlord Reimbursement Amounts); or

(e) bound by any amendment or modification of the Lease or REA made without its consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Lease in accordance with all of the material terms of the Lease governing the exercise of such specific right or option.

[Clauses (a) through (e) shall not apply where the mortgagee of Superior Lessor (in the case of a Superior Lease) is an affiliate of Landlord]

5. Tenant agrees to give the Mortgagee and/or Acquiring Party, as applicable, a copy of any notice of default served upon the Landlord by Tenant at such time as such notice is served upon Landlord, provided that prior to being obligated to give notice to any Acquiring Party, Tenant has been notified, in writing (by way of Notice of Assignment of Rents and Leases, or otherwise), of the address of the Acquiring Party. No termination of the Lease as a result of such default will be effective as against Mortgagee unless it has received the aforementioned notice and the same opportunity to cure provided to Landlord under the Lease, running from the date Mortgagee receives such notice.

6. Mortgagee hereby consents to the Lease and, subject to the provisions of Paragraph 4 hereof, all of the terms and conditions thereof, and the terms of the Mortgage shall not affect such terms and conditions of the Lease.

7. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made hereunder (hereinafter collectively called “notices”) shall be in writing (whether or not so stated elsewhere in this agreement) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States

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post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the other party as follows:

If to Mortgagee:

with a copy to:

If to Landlord:

with a copy to:

If to Tenant:

with a copy to:

with an additional copy to:

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of

D-4

address (or substitute parties for notice) by notice to the other, given at least fifteen (15) days before such change of address or notice party is to become effective. For purposes of this Agreement the term “Business Day” means any day that the New York Stock Exchange is open for business.

8. The liability of Mortgagee for the performance of any obligation of Landlord under the Lease shall be limited to Mortgagee’s interest in the Premises (which shall be deemed to include the proceeds of any insurance, condemnation, sale or refinancing proceeds received by Mortgagee or an Acquiring Party with respect to all or any portion of the Premises), and Tenant hereby agrees that any monetary judgment it may obtain against Mortgagee as a result of Mortgagee’s failure, as Landlord, to perform any of Landlord’s obligations under the Lease shall be enforceable solely against Mortgagee’s interest in the Premises. Notwithstanding the foregoing, Mortgagee shall not, by virtue of the Mortgage, be or become a mortgagee-in-possession or become subject to any liability or obligation under the Lease or otherwise until Mortgagee shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise.

9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.

10. Tenant acknowledges notice of the Mortgage and assignment of rents and leases from the Landlord for the benefit of the Mortgagee. Tenant agrees to continue making payments of rents and other amounts owed by Tenant under the Lease to the Landlord until notified otherwise in writing by the Mortgagee, and after receipt of such notice the Tenant agrees thereafter to make all such payments to the Mortgagee, without any further inquiry on the part of the Tenant, and Landlord consents to such payments made to the Mortgagee and Landlord waives and releases any claim it may have against Tenant for any sum paid by Tenant to Mortgagee pursuant to any such demand. This Agreement constitutes the entire agreement between the Mortgagee and Tenant regarding the subordination and non-disturbance of the Lease and the REA to the Mortgage. If this Agreement conflicts with the Lease or the REA, as applicable, then this Agreement shall govern as between the parties and their successors and assigns and any Acquiring Party.

11. This Agreement shall be governed by the laws of the State of New York, excluding such state’s principles of conflict of laws.

12. This Agreement may be amended, discharged or terminated, or any of its provisions waived, only by a written instrument executed by the party to be charged.

13. Tenant, Landlord and the Mortgagee hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

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14. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

D-6

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.

MORTGAGEE:

By:

Name:

Title:

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

D-7

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the              day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the              day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-8

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the              day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-9

SCHEDULE A

Description of Premises

D-10

EXHIBIT E

Not Used

E-12

EXHIBIT F

Not Used

F-1

EXHIBIT G

Landlord’s Non-Disturbance Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT made as of the              day of             , 200     by and among                                          (hereinafter called “Landlord”),                                          (hereinafter called “Tenant”), and                                          (hereinafter called “Subtenant”).

W I T N E S S E T H:

WHEREAS, Landlord is the landlord under that certain lease dated as of             , 2005 between Landlord, as lessor, and Tenant, as lessee (hereinafter called the “Overlease”), covering the entire premises (hereinafter called the “Demised Premises”) in the building known as 388 Greenwich Street, New York, New York (hereinafter called the “Building”) on land more particularly described in Exhibit A annexed hereto; and

WHEREAS, a portion of the Demised Premises comprised of                                          (hereinafter called the “Sublease Premises”) has been subleased to Subtenant pursuant to that certain sublease dated as of             , 20     between Tenant, as sublessor, and Subtenant, as sublessee (hereinafter called the “Sublease”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid, the parties hereto agree as follows:

1. So long as Subtenant is not in default, after notice and the lapse of any applicable grace period, in the performance of any terms, covenants and conditions to be performed on its part under the Sublease, then in such event:

(a) Unless any applicable law requires same, Subtenant shall not be joined as a party defendant in any action or proceeding which may be instituted or taken by the Landlord for the purpose of terminating the Overlease by reason of any default thereunder;

(b) Subtenant shall not be evicted from the Sublease Premises nor shall any of Subtenant’s rights under the Sublease be affected in any way by reason of any default under the Overlease, and

(c) Subtenant’s leasehold estate under the Sublease shall not be terminated or disturbed by reason of any default under the Overlease.

2. (a) If Landlord shall succeed to the rights of Tenant under the Sublease by termination of the Overlease or the expiration of the term thereof or

G-1

otherwise, Landlord, as Subtenant’s landlord under said Sublease, shall accept Subtenant’s attornment and Subtenant agrees to so attorn and recognize Landlord as Subtenant’s landlord under said Sublease without further requirement for execution and delivery of any instrument to further evidence the attornment set forth herein. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver any instrument that may reasonably be required to evidence such attornment.

(b) Subject to the provisions of subparagraph 2(c) below, upon any such attornment and recognition, the Sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord and Subtenant upon all of the then executory terms, conditions and covenants as are set forth in the Sublease (as the same incorporates by reference the Overlease, notwithstanding the termination of the Overlease), and shall be applicable after such attornment, provided, to the extent that Landlord has any rights under the Overlease which are applicable to the Demised Premises and are in addition to the rights of the lessor under the Sublease, such rights shall be deemed incorporated into the Sublease, notwithstanding the termination of the Overlease; and provided, further that Landlord shall not be (i) subject to any credits, offsets, defenses or claims which Subtenant might have against Tenant; nor (ii) bound by any rent which Subtenant might have paid for more than the current month to Tenant (other than customary prepayments of Taxes and Operating Expenses), unless such prepayment shall have been made with Landlord’s prior written consent; nor (iii) liable for any act or omission of Tenant; nor (iv) bound by any covenant to undertake or complete any improvement to the Sublease Premises or the Building; nor (v) be required to account for any security deposit other than any security deposit actually delivered to Landlord; nor (vi) liable for any payment to Subtenant of any sums, or the granting to Subtenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Sublease Premises or any portion thereof; nor (vii) bound by any amendment, modification or surrender of the Sublease made without Landlord’s prior written consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Sublease in accordance with all of the material terms of the Sublease governing the exercise of such specific right or option. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any action or proceeding for the purpose of terminating the Overlease by reason of any default thereunder.

(c) Notwithstanding anything to the contrary contained herein, in the event that the rental rate set forth in the Sublease, on a per rentable square foot basis (including fixed rent and additional rent on account of real estate taxes, operating expenses and electricity), after taking into account all rent concessions provided for in the Sublease, is less than the Minimum Sublease Rent (as such term is defined in Section 7.09 of the Lease), the Sublease shall be deemed to be automatically amended effective as of the date of the aforementioned attornment and recognition so that from and after the

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date of such attornment and recognition, the rental rate payable under the Sublease shall be increased to an amount that is equal to all of the same economic terms and conditions (including fixed rent and additional rent on account of real estate taxes, operating expenses and electricity) that would have been applicable as between Landlord and Tenant under the Overlease with respect to the Sublease Premises for the period commencing on such date of attornment and ending on the expiration date of the such Sublease. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver an amendment to the Sublease, in form reasonably satisfactory to Landlord and Subtenant, setting forth such increase in the rental rate payable under the Sublease to the Lease Rent; provided, however, that the absence of such written amendment shall not, in any event, affect the automatic rental increase described herein.

3. The Sublease now is and shall remain subject and subordinate to the Overlease and to any ground or underlying lease affecting the Demised Premises and to all renewals and replacements, extensions, consolidations and modifications thereof, and to all other matters to which the Overlease shall be subordinate, subject to the terms and conditions of this Agreement.

4. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their successor and assigns.

5. This Agreement may not be modified except by an agreement in writing signed by the parties or their respective successors in interest.

6. Any notice, statement, demand, consent, approval or other communication (collectively, “notices”) required or permitted to be given, rendered or made pursuant to, under, or by virtue of this Agreement (or any amendment to the Sublease made pursuant hereto) must be in writing and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the party for whom intended at its address set forth above. Notices shall be deemed to have been given, rendered and made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the others, given at least fifteen (15) days before such change of address or notice party is to become effective.

[Signatures follow]

G-3

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

SUBTENANT:

By:

Name:

Title:

G-4

EXHIBIT H

Not Used

H-1

EXHIBIT I-1

Form of Memorandum of Lease

MEMORANDUM OF LEASE

between

388 REALTY OWNER LLC,

as Landlord

and

CITIGROUP GLOBAL MARKETS INC.

as Tenant

Dated: As of December     , 2007

Location of Premises

City, County and State of New York
Address:	388 Greenwich Street
Section:
Block:
Lot:
Record and Return to:
Paul, Hastings, Janofsky & Walker LLP 75 East 55th Street New York, New York 10022 Attention: David M. Brooks, Esq.

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.

NAME AND ADDRESS OF LANDLORD:	388 Realty Owner LLC c/o SL Green Realty Corp. 420 Lexington Avenue New York, New York 10170
NAME AND ADDRESS OF TENANT:	Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
DATE OF LEASE:	As of December     , 2007
DESCRIPTION OF PREMISES:	The Premises consist of the land and improvements (the “Building”) thereon located 388 Greenwich Street, New York, New York such land being more particularly described in Schedule A attached hereto (the “Real Property”); provided, that, the premises demised under the Lease may be reduced subject to and in accordance with Tenant’s extension option described in Article 36 of the Lease.
COMMENCEMENT DATE OF INITIAL TERM:	December     , 2007
EXPIRATION DATE OF INITIAL TERM:	December     , 2020
RIGHT TO GRANT EASEMENTS	Tenant has the right to grant certain easements which burden the Real Property as more particularly described in Article 33 of the Lease.
RENEWAL TERMS:	The Lease contains three (3) ten (10) year extension options. The extension options are more particularly described in Article 36 of the Lease.
RIGHT TO GRANT LEASEHOLD MORTGAGES	During the period that Tenant leases the entire Building, Tenant may subject its interest in the Lease and the leasehold interest created thereby may at any time and from time to time be, directly or indirectly, to one or more leasehold mortgages. The holders of any such leasehold mortgages shall be entitled to certain rights under the Lease

I-1

	as more particularly set forth in the Lease, including Article 43 thereof.
RIGHT OF FIRST OFFER TO PURCHASE:	The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described in Article 44 of the Lease.
NAMING AND SIGNAGE RIGHTS:	Tenant has the right to name the Building, and Tenant has exclusive rights with respect to signs, banners, flags, monuments, kiosks and other means of identification, as more particularly described in Articles 16 of the Lease; provided, that Tenant’s rights with respect to signs, banners, flags, monuments, kiosks and other means of identification shall be exclusive only during the period that Tenant leases the entire Building, and during the period that Tenant does not lease the entire Building, Tenant’s rights with respect thereto shall be as set forth in Article 16 of the Amended and Restated Lease (a copy of which is annexed to the Lease as Exhibit J).
ROOFTOP RIGHTS:	Tenant has exclusive rights with respect to the rooftop of the Building, as more particularly described in Article 39 of the Lease; provided, that Tenant’s rights with respect to rooftop shall be exclusive only during the period that Tenant leases the entire Building, and during the period that Tenant does not lease the entire Building, Tenant’s rights with respect thereto shall be as set forth in Article 39 of the Amended and Restated Lease.
SURVIVING OBLIGATIONS:	Landlord’s obligations pursuant to Section 3.05(a) of the lease will survive the termination of the Lease

This instrument is intended to be only a Memorandum of Lease, reference to which is hereby made for all of the terms, conditions and covenants of the parties. This instrument shall not be construed to modify, change, vary or interpret said Lease or any of the terms, covenants or conditions thereof. In all instances, reference to the Lease should be made for a full description of the rights and obligations of the parties. The recordation of this Memorandum is in lieu of, and with like effect as, the recordation of the Lease.

[signatures follow]

I-2

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease on the date hereinabove first set forth.

WITNESS:		LANDLORD:
By:		388 REALTY OWNER LLC, a Delaware limited
	Print Name	liability company
		By: 388 Realty Mezz LLC, a Delaware limited liability company, its sole member
		By: Building Exchange Company, a Virginia corporation, its sole member
		By:
		Name:
		Title:
WITNESS:		TENANT:
By:		CITIGROUP GLOBAL MARKETS INC., a New
	Print Name	York corporation
		By:
		Name:
		Title:

I-3

State of New York
	} SS:
County of New York

On the              day of              in the year 2007 before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

State of New York
	} SS:
County of New York

On the              day of              in the year 2007 before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

I-4

SCHEDULE A

Legal Description

I-5

EXHIBIT I-2

FORM OF TERMINATION OF MEMORANDUM OF LEASE

388 REALTY OWNER LLC,

(Landlord)

- and -

CITIGROUP GLOBAL MARKETS INC.,

(Tenant)

TERMINATION OF

MEMORANDUM OF LEASE

Dated:
Location:	388 Greenwich Street
Section:
Block:	186
Lot:	1
County:	New York

PREPARED BY AND UPON

RECORDATION RETURN TO:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Jonathan L. Mechanic, Esq.

I-2-1

TERMINATION OF

MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE, dated as of the              day of             , 20     (this “Termination”) by and 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, Landlord and Tenant are parties to a certain Lease, dated as of December         , 2007 (“Lease”) pursuant to which Landlord leased to Tenant, and Tenant hired from Landlord, that certain building commonly known as 388 Greenwich Street, New York, New York, more particularly bounded and described as set forth in Schedule 1 annexed hereto; and

WHEREAS, in accordance with Section 291-c of the New York State Real Property Law and Section 31.01 of the Lease, the parties recorded a memorandum of lease (the “Memorandum”) summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease;

NOW, THEREFORE, Landlord and Tenant declare as follows:

1. Memorandum of Lease. The Memorandum was recorded in the office of the Register of The City of New York on             , 20    , bearing City Register File No. (CFRN)                     .

2. Termination of Lease. The Lease has terminated and is of no further force and effect.

3. Termination of Memorandum of Lease. In connection with the termination of the Lease, the Memorandum is of no further force and effect and the parties hereto wish to terminate the Memorandum pursuant to the recordation of this Termination.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

I-2-2

IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Termination as of the date first set forth above.

LANDLORD:

388 REALTY OWNER LLC,
a Delaware limited liability company

By: 388 Realty Mezz LLC, a Delaware
limited liability company, its sole member

By: Building Exchange Company, a
Virginia corporation, its sole member

By:

Name:

Title:

TENANT:

CITIGROUP GLOBAL MARKETS INC.,
a New York corporation

By:

Name:

Title:

I-2-3

ACKNOWLEDGMENT

STATE OF NEW YORK	}
		SS.:
COUNTY OF NEW YORK

On the              day of              in the year 20    , before me, the undersigned, a Notary Public in and for said state, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF NEW YORK	}
		SS.:
COUNTY OF NEW YORK

On the              day of              in the year 20    , before me, the undersigned, a Notary Public in and for said state, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

I-2-4

Schedule 1

Legal Description

388 Greenwich St (Block 186 Lot 1)

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the easterly line of West Street with the northerly line of North Moore Street;

RUNNING THENCE North 20 degrees 04 minutes 45 seconds West, along the easterly line of West Street, 190.09 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 281.89 feet;

THENCE North 21 degrees 52 minutes 40 seconds West, 9.00 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 140.00 feet to a point in the westerly line of Greenwich Street;

THENCE South 21 degrees 28 minutes 00 seconds East, along the westerly line of Greenwich Street, 199.00 feet to the corner formed by the intersection of the northerly line of North Moore Street with the westerly line of Greenwich Street;

THENCE South 68 degrees 07 minutes 20 seconds West, along the northerly line of North Moore Street, 426.43 feet to the point or place of BEGINNING.

The street lines described above are as shown on map entitled “Map Showing a Change in the Street System, Etc., in Connection with the Washington Market Urban Renewal Area”, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map # 3756.

I-2-5

EXHIBIT J

Form of Restated and Amended Lease

[See attached]

J-1

EXHIBIT K

Cable Interconnect

(See Attached)

K-1

EXHIBIT L

(Form of Reciprocal Easement Agreement)

(See Attached)

L-1

EXHIBIT M-1

Form of Tenant’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Landlord, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Tenant”) hereby certifies to Landlord that as of the date hereof:

1. The undersigned is the tenant under that certain Lease dated as of                      by and between                     , a                                          (“Landlord”) and Tenant [**, as amended by                                          (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 388 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Tenant has exercised the following options to extend the term of the Lease (if none, please state “none”):                                                      , and Tenant has the following unexercised options to extend the term of the Lease (if none, please state “none”):                                                              .

M-1-1

5. Tenant has exercised the following rights of first offer, rights of first refusal and/or other expansion rights with respect to the Property (if none, please state “none”):                                                              .

6. Fixed Rent is paid through and including                      and Tax Payments are paid through and including                     . No Fixed Rent has been paid more than 30 days in advance.

7. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                              .

8. Tenant has no option or right to purchase the Leased Premises or the Property, or any part thereof, or any interest therein other than as set forth in Article 44 of the Lease.

9. Tenant has not sublet all or a portion of the Leased Premises, except as indicated below (if none, please state “none”):                                         .

10. ***[Copies of invoices for any Landlord Reimbursement Amounts heretofore billed to Landlord by Tenant are attached hereto as Exhibit B.]***

11. As of the date hereof, Tenant, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Landlord under the Lease or otherwise, against rents or other charges due or to become due under the Lease except as indicated below (if none, please state “none”):                                                          .

12. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Tenant from Landlord of a default by Tenant under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                                          .

13. Tenant has not given Landlord any notice of a default on the part of the Landlord under the Lease which has not been cured and, to Tenant’s Actual Knowledge, as of the date hereof, Landlord is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Tenant has knowledge**].

14. This certificate is delivered with the understanding that Landlord, [**lender/purchaser and purchaser’s lenders and prospective lenders**], and their successors and/or assigns, may rely upon this certificate.

M-1-2

The undersigned is duly authorized to execute this certificate on behalf of Tenant.

TENANT:

By:

Name:

Title:

Dated:             , 20    

M-1-3

EXHIBIT M-2

Form of Landlord’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Tenant, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Landlord”) hereby certifies to Tenant that as of the date hereof:

1. The undersigned is the landlord under that certain Lease dated as of                     , by and between Landlord and Citigroup Global Markets Inc. (“Tenant”) [**as amended by                                          (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 388 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Fixed Rent is paid through and including                                         .

5. Landlord Reimbursement Amounts in the amount of $             are due and payable on             , 20    . Landlord is disputing its obligation to pay Landlord Reimbursement Amounts in the amount of $             (if none, please state “none”).

M-2-1

6. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                              

7. As of the date hereof, Landlord, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Tenant under the Lease or otherwise, against any amounts due or to become due from Landlord to Tenant under the Lease except as indicated below (if none, please state “none”):                                                              .

8. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Landlord from Tenant of a default by Landlord under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                                              .

9. Landlord has not given Tenant any notice of a default on the part of the Tenant under the Lease which has not been cured and, to Landlord’s Actual Knowledge, as of the date hereof, Tenant is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Landlord has knowledge**].

10. This certificate is delivered with the understanding that Tenant, [**lender/assignee and assignee’s lenders and prospective lenders**], and their successors and/or assigns may rely upon this certificate.

The undersigned is duly authorized to execute this certificate on behalf of Landlord.

LANDLORD:

By:

Name:

Title:

Dated:             , 20    

M-2-2

Exhibit J

AMENDED AND RESTATED LEASE

between

                                         ,

Landlord

and

***[                                         ]***.,

Tenant   

PREMISES:

***[                                         ]***

388 Greenwich Street,

New York, New York 10013

Dated: as of ***[                 , 20    ]***

TABLE OF CONTENTS

		Page(s)
ARTICLE 1	Term and Fixed Rent	1
ARTICLE 2	Delivery and Use of Premises	5
ARTICLE 3	Taxes and Operating Expenses	10
ARTICLE 4	Fire Stairs	30
ARTICLE 5	Subordination	31
ARTICLE 6	Quiet Enjoyment	32
ARTICLE 7	Assignment, Subletting and Mortgaging	32
ARTICLE 8	Compliance with Laws	42
ARTICLE 9	Insurance	45
ARTICLE 10	Rules and Regulations	49
ARTICLE 11	Alterations	50
ARTICLE 12	Landlord’s and Tenant’s Property	57
ARTICLE 13	Repairs and Maintenance	58
ARTICLE 14	Electricity	61
ARTICLE 15	Services	69
ARTICLE 16	Access; Signage; Name of Building	89
ARTICLE 17	Notice of Occurrences	93
ARTICLE 18	Non-Liability and Indemnification	93
ARTICLE 19	Damage or Destruction	96
ARTICLE 20	Eminent Domain	104
ARTICLE 21	Surrender	107
ARTICLE 22	Conditions of Limitation	108
ARTICLE 23	Reentry by Landlord	111
ARTICLE 24	Damages	112
ARTICLE 25	Affirmative Waivers	116
ARTICLE 26	No Waivers	116
ARTICLE 27	Curing Tenant’s Defaults	117
ARTICLE 28	Broker	118
ARTICLE 29	Notices	118
ARTICLE 30	Estoppel Certificates	121

TC-1

TABLE OF CONTENTS

		Page(s)
ARTICLE 31	Memorandum of Lease	121
ARTICLE 32	No Representations by Landlord	122
ARTICLE 33	Easements	123
ARTICLE 34	Holdover	123
ARTICLE 35	Miscellaneous Provisions and Definitions	125
ARTICLE 36	Extension Terms	133
ARTICLE 37	Arbitration	140
ARTICLE 38	Confidentiality; Press Releases	142
ARTICLE 39	Rooftop; Tenant’s Antenna and Other Equipment	143
ARTICLE 40	Back-Up Power System	145
ARTICLE 41	Benefits Cooperation	146
ARTICLE 42	Tenant’s Right of Self-Help and Offset	147
ARTICLE 43	[Intentionally Omitted]	150
ARTICLE 44	Right Of First Offer To Purchase	150
ARTICLE 45	Original Lease	153

TC-2

TABLE OF SCHEDULES AND EXHIBITS

Schedule 1:	List of Approved Contractors
Schedule 2:	Recorded Agreements
Schedule 3:	Current Occupancy Agreements
Schedule 4:	Maintenance Schedule
Exhibit A:	Legal Description
Exhibit B-1:	Floor Plans of Office Floors
Exhibit B-2:	Floor Plans of Lobby/Retail Storage Space
Exhibit B-3:	Floor Plans of Basement
Exhibit B-4	Floor Plan for the 12th Floor Mechanical Rooms
Exhibit C:	Form of Landlord’s Statement
Exhibit D:	Superior Mortgagee SNDA Agreement
Exhibit E:	Landlord’s Non-Disturbance Agreement
Exhibit F:	Building Rules and Regulations
Exhibit G:	Basic Capacity
Exhibit H	Elevator Specifications
Exhibit I:	Cleaning Specifications
Exhibit J:	HVAC Specifications
Exhibit K:	Calculation of Overtime HVAC Charge
Exhibit L-1:	Chilled Water and Condenser Water Specifications
Exhibit L-2:	Calculation of Tenant’s Chilled Water Payment
Exhibit M:	Calculation of Tenant’s Condenser Water Payment
Exhibit N:	Building-Wide Security Specifications
Exhibit O:	Alteration Rules and Regulations
Exhibit P:	Cable Interconnect
Exhibit Q-1:	Form of Tenant’s Estoppel
Exhibit Q-2:	Form of Landlord’s Estoppel
Exhibit R-1:	Not Used
Exhibit R-2	Form of Termination of Memorandum of Lease
Exhibit S:	Form of Guaranty

TC-3

12th Floor Mechanical Room	2
390 Renewal Exercise	136
AAA	28
Abatement Notice	128
Abatement Threshold Requirement	128
Actual Charge	65
Additional Charges	4
Additional Riser/Shaft/Mechanical Space	86
Adjacent Parcel	124
Affiliate	32
Alterations	50
and/or	130
Anticipated Completion Date	101
Appeal Deadline	119
Arbiter	27
Arbitration Notice	138
Audit Representative	26
Back-Up Power System	147
Bankruptcy Code	109
Base Rate	130
Base Unit Elements	97
Basement	2
Basic Capacity	68
Benefits	148
Broker	119
Building	1
Building Systems	97
Business Day	129
Cables	124
Certiorari Application	22
Certiorari Direction Notice	22
Certiorari Waiver Notice	22
Citi Name	92
Citigroup Tenant	33
Cleaning Deficiencies	74
Cleaning Improvement Meeting	75
Cleaning Notice	74
Cleaning Specifications	74
Code	68
Cogeneration Procurement	67
Commencement Date	3
Comparable Buildings	11
Confidential Information	144
Connected Chilled Water Tonnage	79
Connected Condenser Water Tonnage	78
Contractor	74
Contractor Force Majeure	105
control	33
Corporate Successor	33
Current Occupancy Agreements	32
Date of the Taking	105
Dining Facility	81

TC-1

TABLE OF DEFINED TERMS

Disaster Functions	99, 128
Emergency Generator System	147
Equipment Space	87
Escrow Agent	122
Escrowed Release	122
Essential Floor	97
Excluded Obligations	35
Exclusive Signage MLR	92
Executive Floors	76
Existing Superior Mortgage	31
Expert’s Notice	103
Expiration Date	3
Extended Messenger Center Hours	88
Extension Election Notice	137
Extension Premises	136
Extension Term	136
Exterior Signage	92
Extra Cleaning	75
Failing Party	142
FF&E	39, 72
First Extension Term	135
First Ten Year Option	135
Fixed Rent	3
Follow-Up Meeting	75
Force Majeure Causes	127
Franchise Division	135
GAAP	12
Guarantor	134
Guaranty	134
Hazardous Materials	130
herein	130
hereof	130
hereunder	130
holder of a mortgage	129
Holdover Damages	126
HVAC	76
Improvements Restoration Work	98
Initial Alterations Request	51
Initial Charge	65
Initial Lease Term	3
Initial Mechanical Space	86
Initial Riser/Shaft Space	86
Initial Term Expiration Date	3
Initiating Party	139
Interest Rate	130
KW	62
KWHR	62
Land	1
Landlord	1, 129
Landlord Act	96
Landlord Party	94
Landlord’s Actual Freight and Loading Dock Costs	71
Landlord’s Casualty Termination Notice	100

TC-2

TABLE OF DEFINED TERMS

Landlord’s Certiorari Counsel	22
Landlord’s Expert	100
Landlord’s Messenger Center Vendor	88
Landlord’s Non-Disturbance Agreement	36
Landlord’s Notice	137
Landlord’s Rate	62
Landlord’s Rooftop Equipment	146
Landlord’s Self-Help Dispute Notice	150
Landlord’s Statement	10
Landlord’s Submitted Value	139
landlord’s waiver	56
Landlord’s Water Rate	73
laws and requirements of any public authorities	129
lease	1
Leasehold Improvements	97
Leasing Threshold	92
Legal Requirements	129
Lobby	2
Lower Price	153
Maintenance Schedule	61
Market Value Rent	141
Marketing Notice	39
Material Alteration	51
Messenger Center	88
Messenger Center Services	88
Minimum Sublease Rent	37
mortgage	129
mortgagee	129
Mortgagee	1
Named Tenant	33
Non-Material Alteration	51
notices	119
OFAC	134
Offer Contract	152
Offer Price	152
Offered Property	152
Offering Notice	152
Office Floor	1
Office Floors	1
Operating Expenses	10, 13
Operating Payment	24
Operating Year	18
Option Five Extension Premises	137
Option Four Extension Premises	137
Option One Extension Premises	136
Option Period	152
Option Six Extension Premises	137
Option Three Extension Premises	137
Option Two Extension Premises	136
Original Lease	1
Outside Date	25
Overpayment Threshold	27
Overtime HVAC	77

TC-3

TABLE OF DEFINED TERMS

Particular Item	27
Permitted Capital Expenditures	18
person	130
Premises	1
Prohibited Uses	10
Qualifying Lease	125
Qualifying Lease Notice	125
Qualifying Sublease	36
Quotient	63
Real Property	19
REBNY Standard	4
Recapture Period	40
recognition agreement	56
Recorded Agreements	108
Records	26
Regular Building Service Days	70
Regular Building Service Hours	70
Rent Notice	137
requirements of insurance bodies	129
Responding Party	139
Response Notice	137
Restated Commencement Date	155
Restoration Completion Date	101
Revocable Consent Agreement	135
Revocation Notice	138
Revocation Period	138
Rooftop Areas	145
Rooftop Equipment	145
Rooftop Violation	146
Second Alterations Request	51
Second Extension Term	135
Second Ten Year Option	135
Section 3.02 Minimum Leasing Requirement	22
Secure Areas	91
Security Threat Level	84
Self-Help Amount	150
Self-Help Arbitration	150
Self-Help Item Completion Notice	150
Self-Help Items	149
Self-Help Notice	149
Service and Business Relationship Entities	42
Signage	92
Significant Discrepancy	27
Smaller Damaged Space	102
Smaller Premises Casualty	102
SNDA Agreement	31
Specialty Alterations	58
Standard Tenant Cleaning	74
Sublease Document	35
Sublease Income	37
Sublease Profit	37
Sublease Term	37
Submetering Cost	142

TC-4

TABLE OF DEFINED TERMS

substantially the same	153
Succession Date	2
Superior Lease	30
Superior Lessor	30
Superior Mortgage	30
Superior Mortgagee	30
Superior Mortgagee SNDA Agreement	31
Tax Payment	21
Tax Year	20
Taxes	19
Temporary Taking Period	107
Tenant	1, 129
Tenant Act	95
Tenant Extra Services	80
Tenant Party	94
Tenant’s Certiorari Counsel	22
Tenant’s Chilled Water Allocation	78
Tenant’s Chilled Water Payment	78
Tenant’s Cleaning Contractors	76
Tenant’s Collateral	56
Tenant’s Condenser Water Allocation	79
Tenant’s Condenser Water Payment	79
Tenant’s Equipment	87
Tenant’s Extra Service Contractors	80
Tenant’s Mechanical Equipment	86
Tenant’s Meters	62
Tenant’s Other Telecommunications Installations	86
Tenant’s Premises Manager	88
Tenant’s Property	58
Tenant’s Riser/Shaft Space Equipment	86
Tenant’s Security System	91
Tenant’s Share	20
Tenant’s Statement	27
Tenant’s Submitted Value	139
Tenant’s Telecommunications Provider	85
Term	3
Termination Space	102
Terms	152
Third Extension Term	135
Third Party Rooftop License	145
Third Ten Year Option	135
Trust Deed Holders	1
untenantable	99, 128
UPS Area	147
UPS Battery System	147
Warning Note	51
Water Metered Space	72
Water Meters	72
Water Quotient	73

TC-5

AMENDED AND RESTATED LEASE (this “lease”), dated as of ***[                 , 20    ]*** between ***[                                         ]*** a                                          , having an office at ***[                                         ]*** (“Landlord”) and ****[                                         ]***, a ***[                                         ]***, having an office at ***[                                         ]*** (“Tenant”).

W I T N E S S E T H

WHEREAS, Landlord owns fee title interest in and to the Land and the improvements thereon consisting of a forty (40) story building (the “Building”) known as 388 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, pursuant to that certain lease dated December 18, 2007 between Landlord and Tenant (the “Original Lease”), the entire Real Property was leased to Tenant on a net lease basis;

WHEREAS, pursuant to Article 36 of the Original Lease, Tenant has elected to extend the term of the Original Lease for less than the entire Real Property, and in accordance with said Article 36 of the Original Lease, the Original Lease is hereby being amended and restated; and

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

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: (i) the entire ***[            ]*** floors of the Building (each such full floor is individually referred to herein as an “Office Floor” and collectively as the “Office Floors”)]***, all substantially as shown cross-hatched on the floor plans annexed hereto

as Exhibit B-1 (ii) certain retail and storage space located in the first floor lobby of the Building (the “Lobby”), as more particularly shown cross-hatched on Exhibit B-2, (iii) certain retail and storage space located in the basement of the Building (the “Basement”), as more particularly shown cross-hatched on Exhibit B-3]***¹, and (vi) the mechanical rooms located on the 12^th floor of the Building (herein called the “12^th Floor Mechanical Rooms”), as such areas are shown on Exhibit B-4. The Premises shall be deemed to contain an aggregate of ***[            ]*** rentable square feet (which is the area on which Fixed Rent is determined hereunder), comprised as follows:

Office Floors²:

2nd Floor	37,396*	21st Floor	51,941
3rd Floor	47,097	22nd Floor	50,060
4th Floor	37,825	23rd Floor	50,060
5th Floor	51,664	24th Floor	50,060
6th Floor	52,522	25th Floor	50,060
7th Floor	52,522	26th Floor	49,863
8th Floor	52,522	27th Floor	49,812
9th Floor	52,522	28th Floor	50,058
10th Floor	52,522	29th Floor	50,054
11th Floor	52,522	30th Floor	49,211
12th Floor	28,404	31st Floor	50,544
13th Floor	36,257	32nd Floor	50,898
14th Floor	51,073	33rd Floor	50,896
15th Floor	51,073	34th Floor	50,896
16th Floor	51,072	35th Floor	47,082
17th Floor	51,011	36th Floor	47,082
18th Floor	50,346	37th Floor	47,082
19th Floor	51,932	38th Floor	47,082
20th Floor	51,941	39th Floor	38,780

Lobby³ :

¹ Insert appropriate references and exhibits to reflect premises being leased and conform the schedule that follows.

² To be revised to reflect actual Office Floors being leased. Schedule is included for purposes of referring to agreed upon rentable square footages.

^* Includes 262 rentable square feet of storage space.

2

Retail/Storage space 9,954

Basement⁴:

Retail/Storage space 16,049

Landlord hereby grants to Tenant the non-exclusive right to use, in common with others, the public and common areas of the Building to the extent required for access to the Premises or use of the Premises for general and executive offices and ancillary and incidental uses as permitted under Section 2.02, including, without limitation, common hallways on the floors on which the Premises are located, stairways, restrooms on the floors on which the Premises are located (provided, however, that restrooms located on full floors demised under this lease shall be part of the Premises), and the Building lobby, subject to the terms, covenants, provisions and conditions of this lease.

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 “Initial Term Expiration Date”; the later of the Initial Term Expiration Date and the last day of the applicable Extension Term 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. The period commencing on the Commencement and ending on the Initial Term Expiration Date is herein referred to as the “Initial Lease Term.”

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

(a) fixed rent (herein called “Fixed Rent”) of ***[            ]***⁵, and

(...continued)

³ To be revised to reflect actual space in Lobby being leased.

⁴ To be revised to reflect actual space in Basement being leased.

⁵ The Fixed Rent shall be determined in accordance with Article 36 of the Original Lease, or this lease, as the case may be; provided, that, if this lease comes into effect during the Original Term as a result of Tenant’s exercise of the Insurance Election, the Fixed Rent for the remainder of the Original Term will be as set forth in Section 1.04(a) of the Original Lease, and Section 1.04(a) hereof will be appropriately modified.

3

(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. The number of rentable square feet set forth in Section 1.02 for each Office Floor and for the retail and storage space located in the lobby and Basement of the Building shall be the basis for computing Fixed Rent abatements or reductions in Fixed Rent pursuant to any of the provisions of this lease, if and when applicable, as well as the basis for determining the rentable area of any Extension Premises comprising full floors. The rentable square footage of any partial floor, to the extent it needs to be determined hereunder, shall be computed using the REBNY Standard and applying a twenty-seven percent (27%) loss factor thereto. For purposes of this lease, the term “REBNY Standard” shall mean establishing the useable area of a particular area by using the “Recommended Method of Floor Measurement for Office Buildings” effective January 1, 1987 found in the Real Estate Board of New York, Inc. Diary and Manual dated 1989.

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.

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

4

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 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.

ARTICLE 2

Delivery and Use of Premises

5

2.01. (a) Tenant acknowledges that Tenant has been leasing the Premises pursuant to the Original Lease and inspected the Premises and is fully familiar with the condition thereof. Tenant has accepted each floor of the Premises in their “as is, where is and with all faults” condition, subject to Landlord’s statements in Article 32 and Landlord’s continuing obligations under this lease, and except as otherwise expressly set forth in this lease, Landlord shall not be required to perform any work, install any fixtures or equipment or render any services to make the Building or 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 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 and retail use (including, without limitation, a retail bank and automated teller machines), all of which are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof) and for the other uses expressly set forth in this Section 2.02. Without in any way limiting the uses permitted under this Section 2.02, the Premises may be used for all lawful purposes reasonably ancillary and incidental to the primary use of the Premises, which ancillary and incidental uses are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof). Without limiting the uses of the Premises such ancillary and incidental uses may include, without limitation:

(i) kitchens, dining facilities, pantries and/or vending machines for the sale of snack foods, alcoholic and non-alcoholic beverages, and other convenience items (which may be supplied by any party selected by Tenant) upon the condition that, notwithstanding anything to the contrary contained herein, (A) no food is prepared or cooked in any Office Floor (exclusive of microwave reheating), except with respect to any kitchen or dining facility located on an Office Floor as of the date of this lease and any kitchen or dining facility that may be installed on an Office Floor in accordance with the provisions of Section 15.09, (B) no food or beverages kept therein or anything else done therein shall cause odors to be emitted therefrom so as to be detectable outside of the Premises, and (C) the portions of the Premises so used shall, at the sole cost and expense of Tenant, be at all times maintained in a clean and sanitary condition and free of vermin and refuse;

(ii) board rooms, conference rooms, meeting rooms and conference centers and facilities;

6

(iii) a data center for computer and other electronic data processing, business machine and desktop publishing operations;

(iv) training facilities and classrooms;

(v) duplicating, photographic reproduction and/or offset printing facilities;

(vi) mailroom facilities;

(vii) storage of equipment, records, files and other items;

(viii) medical or health facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith);

(ix) travel services or agencies;

(x) day care facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith and to locate same in a manner that complies with applicable Legal Requirements);

(xi) an auditorium;

(xii) an exercise facility; and

(xiii) a messenger center.

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 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 Building or the Premises in order to render any floor 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 in a manner which shall (i) materially adversely affect Tenant’s use of the Premises for general, administrative and executive offices or any of the specific uses expressly permitted pursuant to this

7

Section 2.02, including, without limitation, the ancillary and incidental uses described in Section 2.02(a), or (ii) materially adversely affect Tenant’s ability to obtain a valid construction permit for any Alterations in the Premises permitted hereunder, or (iii) permit a use that is for a Prohibited Use, or (iv) increase Tenant’s obligations and/or liability under this lease or reduce Tenant’s rights under this lease, unless in each such case consented to by Tenant in Tenant’s discretion; provided, that, Tenant’s consent shall not be required with respect to a change in the Certificate of Occupancy for the Building to (A) a use which is permitted under this lease, or (B) a change that is not restricted by clause (i), (ii) or (iv) above. At Tenant’s request, Landlord agrees to cooperate reasonably with Tenant, at Tenant’s sole cost and expense, in connection with any reasonable changes to the Certificate of Occupancy for the Building required by Tenant for any reasonable use of the Premises by Tenant, provided that (w) such use is permitted pursuant to the terms of this lease, (x) Tenant shall not commence such new use of the Premises until such modification or amendment of the Certificate of Occupancy has been obtained, (y) such change does not materially adversely affect Landlord’s use of portions of the Building not comprising the Premises or (z) such change will not materially adversely affect Landlord’s ability to obtain a valid construction permit for any work Landlord may wish to perform in the Building.

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 on a quarterly basis. 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 for other than executive and general offices or retail use (except to the extent Tenant previously modified the Certificate of Occupancy for a use other than executive and general offices or retail use, as the case may be) 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/or any Landlord Parties from any such civil liability), and shall reimburse Landlord (as Additional Charges) for all reasonable out-of-pocket costs and expenses Landlord incurs in effecting said modifications or amendments within thirty (30) days after demand therefor accompanied by reasonably satisfactory documentation of such costs and expenses. 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

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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 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 or any conditions. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises 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 the Premises, or suffer or permit anything to be done in, brought into or kept on the Premises, which shall (a) violate the then existing Certificate of Occupancy for the Building; provided, that, Landlord has not changed the Certificate of Occupancy in a manner that violates Landlord’s covenants set forth in Section 2.02(b); (b) cause injury to the Building or any equipment, facilities or systems therein; or (c) constitute a violation of any Legal Requirements; or (d) materially adversely affect Landlord’s ability to obtain a valid construction permit for work Landlord may wish to perform at the Building.

2.04. Notwithstanding anything to the contrary contained in this lease, neither Landlord nor Tenant shall lease or sublease any space on the Real Property or in 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 referred to in Section 2.02(a)(viii) which are ancillary and incidental to a tenant’s (including Tenant’s) primary use of the Premises for administrative, executive and general office use, (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; provided, that, subject to the provisions of the first sentence of Section 2.02(b), the foregoing shall not apply to Landlord, (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)

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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 Current Occupancy Agreement is in effect, including any amendment or modification [other than a modification that provided for a change in use that is not permitted hereunder] or renewal thereof) constitute a Prohibited Use with respect to the portion of the Premises so used unless such use is illegal. 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.

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’s Statement” shall mean an instrument or instruments setting forth the Operating Payment payable by Tenant for a specified Operating Year pursuant to this Article 3, which Landlord’s Statement shall contain, subject to revision from time to time, the categories of expenses indicated on the form of Landlord’s Statement attached hereto as Exhibit C (and, in the event, that any Landlord’s Statement delivered to Tenant during the term hereof shall contain any additional categories of expenses that are not included on the form of Landlord’s Statement attached hereto as Exhibit C, or delete categories of expenses from such form of Landlord’s Statement, such Landlord’s Statement shall be accompanied by a notice informing Tenant of such new categories or deleted categories, in accordance with the provisions of this lease, and providing an explanation of the reason for including or deleting same).

(b) “Operating Expenses” shall mean (subject to the specific exclusions from Operating Expenses hereinafter set forth) the aggregate of all commercially reasonable expenses incurred by Landlord and affiliates of Landlord and/or on their behalf and computed on an accrual basis in respect of the management, repair, replacement, maintenance, operation and/or security of the Real Property and not otherwise excluded by the provisions of this Section 3.01(b), including, without limitation, the following items:

(i) salaries, wages, medical, surgical, insurance (including, without limitation, group life and disability insurance) of employees of Landlord or Landlord’s affiliates at the grade of building manager and below who provide on-site services at the Building (i.e., excluding back-office or home-office employees or personnel), union and general welfare benefits, pension benefits,

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severance and sick day payments, and other fringe benefits of employees of Landlord and Landlord’s affiliates and their respective contractors engaged in such management, repair, replacement, maintenance, operation and/or security at the grade of building manager and below who provide on-site services at the Building (i.e., excluding back-office or home-office employees or personnel);

(ii) payroll taxes, worker’s compensation, uniforms and related expenses (whether direct or indirect) for such employees, subject to the provisions of this Section 3.01(b);

(iii) the cost of fuel, gas, steam, electricity, water, sewer and other utilities and heat, ventilation and air-conditioning (excluding any such utilities or heat, ventilation or air-conditioning furnished to any leaseable space or to any improvements or equipment in the Building installed by or for any tenant or occupant in portions of the Building other than leaseable space, except to the extent that the same are required by this lease to be furnished to Tenant without separate additional charge [e.g., air conditioning during Regular Building Service Hours, hot and cold water throughout the Building for cleaning, drinking and sprinkler purposes, etc.; provided, that, Landlord shall only be obligated to provide tepid and cool water to the extent the Building Systems as of commencement date of this lease are not capable of providing hot and cold water as aforesaid]), together with any taxes and surcharges on, and fees paid to third party persons or entities that are not affiliated with Landlord (which shall be deemed to include the managing agent(s) of the Building) in connection with the calculation and billing of such utilities, except to the extent otherwise specifically chargeable to or reimbursable by tenants of the Building, including Tenant (which charge or reimbursement is not pursuant to a provision in the nature of, or intended to serve the same purpose as, this Article 3, including, without limitation, charges to tenants for electric rent inclusion);

(iv) the cost of interior painting and/or other similar non-capital cosmetic decorating of all areas of the Real Property, excluding, however, any space contained therein which is demised or to be demised to tenant(s), and the cost of holiday decorations and temporary exhibitions for the lobby and other public portions of the Building in a manner commensurate with other Class A office multi-tenant office buildings in Midtown Manhattan comparable to the Building (herein called “Comparable Buildings”);

(v) the cost of casualty, boiler, sprinkler, plate glass, liability, fidelity, rent, terrorism (subject to the provisions of Section 9.07) and all other insurance generally carried by owners of Comparable Buildings regarding the Real Property, and the repair, replacement, maintenance, operation and/or security of the foregoing items set forth in this clause (v);

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(vi) the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the repair, replacement, maintenance, operation and/or security of the Real Property, and any sales and other taxes thereon; provided, however, that if and to the extent that any of the foregoing are used at or with respect to more than one property of Landlord, then the foregoing amounts shall only be included in Operating Expenses in the same proportion that such use at or with respect to the Real Property bears to the aggregate use of the foregoing at all properties;

(vii) the cost of cleaning, janitorial and security services, including, without limitation, glass cleaning, snow and ice removal and garbage and waste collection and/or disposal;

(viii) the cost of (A ) all interior and exterior landscaping and (B) all temporary exhibitions located at or within the Real Property in a manner and at a cost commensurate with other Comparable Buildings;

(ix) Permitted Capital Expenditures; provided, that, same shall be limited to (A) the costs for alterations, improvements, repairs and replacements made or installed by reason of Legal Requirements enacted, adopted, promulgated, amended or modified after the commencement date of this lease, or any reinterpretation by a court of law or governmental authority of any Legal Requirement issued after the date of this lease or the work in respect of which was deferred (i.e., performance of work as opposed to amortization of cost) from the Original Term; and to the extent such costs should be capitalized in accordance with generally accepted accounting principles, consistently applied (“GAAP”), such costs shall be amortized over the useful life of the item in question, as reasonably determined by Landlord (but in no event more than 15 years unless it can be clearly demonstrated that the item in question has a materially (i.e., 5 years or more) longer life), with an interest factor equal to the Base Rate in effect as of December 31 of the year in which such cost is incurred, and (B) the cost of improvements, alterations, repairs, replacements, equipment or machinery made or installed after the Commencement Date for the purpose of reducing energy consumption or reducing other Operating Expenses not to exceed the amount of actual savings; provided, however, that if and to the extent such costs should be capitalized in accordance with GAAP, commencing upon the completion of the item in question and continuing until such cost (together with interest at the Base Rate in effect as of December 31 of the year in which such cost is incurred) shall have been fully included, there shall be included in Operating Expenses for any period only an amount equal to the actual amount by which expenses which would otherwise have been included in Operating Expenses are reduced for such period as the result of such improvements, alterations, repairs, replacements, equipment or machinery;

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(x) management fees of the Managing Agent, provided that (i) if the Managing Agent is not Landlord or a company affiliated with Landlord, and such Managing Agent, alone or with others, is also the leasing agent for the Building, or shares in leasing revenues or receives payment in connection therewith or otherwise (other than for per se management services), then such management fees shall not be more or less than those which would be charged by a reputable independent managing agent, which is not also the leasing agent or is otherwise entitled to share in leasing revenues or receive payments in connection therewith as set forth above, (ii) if the Building is managed by Landlord or a company affiliated with Landlord, the management fees included in Operating Expenses shall in no event exceed an amount equal to two and fifty hundredths percent (2.50%) of the gross revenues derived by Landlord from the Building, including any retail use, non-office use and commercial signage revenue, and shall be “grossed up” to take into account the revenues that would have been received with respect to vacant office space and occupied or leased office space subject to free rent periods or any other periods of rent abatement, in each case assuming a fair market rent for such office space that is vacant or subject to a free rent period;

(xi) all reasonable costs and expenses of legal, bookkeeping, accounting and other professional services incurred in connection with the operation, and management of the Real Property (which services shall be reasonably apportioned based on the relative usage thereof if such services relate to more than one property of Landlord) excluding all costs associated with the preparation and filing of tax returns related to the Real Property and/or Landlord’s ownership therein, as well as such other expenditures hereinafter excluded;

(xii) fees, dues and other contributions paid by or on behalf of Landlord or Landlord’s affiliates to civic or other real estate organizations provided same do not exceed the level customarily paid by owners of Comparable Buildings and further provided that if and to the extent that any of such fees, dues or contributions are properly allocable to more than one property of Landlord, then the foregoing amounts shall only be included Operating Expenses in the same proportion that their proper allocation to the Building bears to all properties based on the relative rentable areas of the Building and the rentable areas of all such properties and

(xiii) the costs of operating the Messenger Center and the fees of the Landlord’s Messenger Center Vendor but only if Tenant elects to use the services of such Messenger Center.

The term “Operating Expenses”, as used and defined under this Section 3.01(b), shall exclude (or otherwise have deducted therefrom, as applicable) and not include the following items:

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(1) depreciation and amortization (except as provided above in this subsection);

(2) interest on and amortization of debts (and costs and charges, including, without limitation, legal fees and expenses, incurred in connection with such financings);

(3) the cost of any alterations, additions, changes, replacements and improvements to the extent that they are made in order to prepare space for occupancy by a tenant (including Tenant) and any contribution or concession by Landlord to such tenant in connection therewith;

(4) the costs of capital improvements, repairs or other capital expenditures other than those which are permitted to be included in Operating Expenses in accordance with the provisions of Sections 3.01(b)(ix);

(5) financing and refinancing costs (including, without limitation, mortgage recording taxes), and payments of mortgage interest and principal;

(6) the cost of heating, air-conditioning and ventilation during overtime periods for any other tenants or occupants of the Building, as well as the cost of any work or services performed for any tenant(s) or occupants of the Building (including Tenant), whether at the expense of Landlord or Landlord’s affiliates or such tenant(s) or occupants, to the extent that such work or services are in excess of the work or services generally provided to tenants or occupants of the Building with no additional expense;

(7) the cost of electricity furnished to the Premises or any other space in the Building that is leased or leaseable to tenants or occupants;

(8) Taxes and any repayment of tax benefits, including, without limitation, any prior ICIP benefits;

(9) salaries, wages and fringe benefits for officers, employees and executives of Landlord and any of Landlord affiliates above the grade of building manager and fire safety manager;

(10) amounts received by Landlord through the proceeds of insurance or condemnation or from a tenant or occupant (other than pursuant to an escalation provision similar to this Article 3) or otherwise to the extent such amounts are compensation for sums previously

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included in Operating Expenses for or any Operating Year; it being understood and agreed that Landlord shall promptly reimburse Tenant for the amount of any and all Operating Expenses previously paid for by Tenant for which Landlord subsequently received reimbursement from another source (e.g., proceeds of insurance);

(11) costs of repairs or replacements incurred by reason of fire or other casualty or condemnation except that in connection therewith any amount equal to the deductibles under Landlord’s insurance policies (which deductibles shall be comparable to the amount(s) of deductibles customarily carried by landlords of Comparable Buildings) may be included within Operating Expenses;

(12) advertising and promotional expenditures (other than the cost of temporary exhibitions in accordance with Section 3.01(b)(viiii));

(13) leasing or brokerage commissions, or fees, attorneys’ fees, appraisal fees or accountants’ fees to the extent incurred by Landlord in connection with the negotiation and preparation of agreements between Landlord and third parties affecting the Building (including new or renewal leases in the Building) or in enforcing Landlord’s rights under such agreements, or legal or accounting fees in connection with tax returns, tax reporting or accounting (other than the actual out-of-pocket costs paid to third party service providers providing services to the Real Property) ;

(14) any expenditure paid to any corporation or entity related to or affiliated with Landlord or the principals of Landlord to the extent such expenditure exceeds the amount which would customarily be paid to a similar entity not affiliated with Landlord for similar services;

(15) the cost of any service furnished to tenants of the Building (including Tenant) to the extent that such cost is separately reimbursable to Landlord or affiliates of Landlord (other than through the Operating Payments or comparable payments pursuant to escalation-type provisions similar to the provisions of this Article 3);

(16) costs of acquiring, leasing, insuring, restoring, removing, replacing, repairing and/or maintaining sculptures and paintings except to the extent same existed in the Building as of the expiration of the Original Lease;

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(17) ground rent or any other payments paid under ground leases or any superior leases (other than payments which, independent of the ground lease or superior lease), would constitute an Operating Expense hereunder); it being understood and agreed the foregoing is not intended to suggest that Landlord is permitted to enter into any ground lease or superior lease to which this lease would be subject and subordinate;

(18) any costs incurred for the purpose of effecting a sale of, or any other capital transaction involving, the Building or the Land or any other real property interest therein (including, without limitation, New York State and New York City transfer taxes), whether or not such transaction is consummated;

(19) payments of any amounts to any person (including Tenant) seeking recovery for breaches of contract, negligence or other torts committed by Landlord, including any associated attorneys’ fees and disbursements;

(20) costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act or similar Legal Requirement;

(21) the cost of installing, operating and maintaining any specialty facility, such as an observatory, lodging, broadcasting facilities, luncheon club, athletic or recreational club, child care facility, auditorium, cafeteria or Dining Facility, conference center or similar facilities;

(22) any interest, fine, penalty or other late charges payable by Landlord, whether incurred as a result of late payments of any nature, or otherwise, including interest owed or credited to Tenant after the resolution of a dispute, or otherwise, except, but only to the extent such interest, fine, penalty or other late charge was incurred with respect to a payment which was the responsibility of Tenant hereunder, and which Tenant did not make in a timely fashion or at all;

(23) expenses incurred by Landlord, if and to the extent such expenses are incurred for the benefit of any retail tenants in the Building;

(24) any compensation paid to clerks, attendants or other persons in commercial concessions located in the Building operated by Landlord;

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(25) costs incurred by Landlord which result from Landlord’s or any tenant’s breach of a lease (including this lease) or Landlord’s negligence or willful misconduct;

(26) the cost of operating the entity that constitutes Landlord (in contradistinction to the costs of operating and maintaining the Real Property), including accounting fees, legal fees and any costs incurred by Landlord in disputes with (a) the Building employees, or (b) third parties employed by Landlord that are not engaged in Building operations, or (c) any Superior Mortgagee (except to the extent that actions of any tenant may be in issue);

(27) costs of Landlord’s charitable and political contributions; it being understood and agreed that the type of expenditures set forth in Section 3.1(b)(xii) shall not be deemed charitable and/or political contributions;

(28) costs to (i) during any Extension Term, comply with any existing violation of Legal Requirements or insurance requirements in effect as of the commencement of the First Extension Term but only to the extent such violation did not arise during the Original Term, and (ii) correct any condition that would constitute a Landlord misrepresentation under this lease;

(29) expenses for which Landlord has received, or is entitled to receive, reimbursement, credits, rebates or other consideration;

(30) lease takeover costs or other tenant inducement costs incurred by Landlord in connection with leases in the Building;

(31) the cost of any expansions of the Building and any Operating Expenses attributable to any such expansion of the Building;

(32) damages and attorneys’ fees and disbursements and any other costs in connection with any proceeding, judgment, settlement or arbitration award resulting from any liability of Landlord and fines or penalties to the extent any of the same are due to, or arise from, Landlord’s gross negligence (but for purposes of fines and penalties, negligence) or willful misconduct, including deductibles under any insurance policies covering such liabilities;

(33) insurance premiums, but only if and to the extent that Landlord is specifically entitled to be reimbursed therefor by Tenant pursuant to this lease (other than pursuant to this Article 3) or by any other tenant or other occupant of the Building pursuant to its lease

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(other than pursuant to an operating expenses escalation clause contained therein);

(34) costs and expenses incurred by Landlord in connection with any obligation of Landlord to indemnify any third party, including tenants and occupant of the Building (including Tenant) pursuant to its lease or otherwise;

(35) any rent loss or reserves for bad debts or rent loss;

(36) the rental cost of items which (if purchased) would be capitalized and excluded from Operating Expenses pursuant to the terms of this lease; and

(37) costs expressly excluded from Operating Expenses by any other provision of this lease.

No item of expense shall be counted more than once either as an inclusion in, or an exclusion from, Operating Expenses, and any expense which should be allocated, in accordance with GAAP between the Real Property, on the one hand, and any other property owned by Landlord or a Landlord’s Affiliate, on the other hand, shall be properly allocated in accordance therewith.

(c) “Operating Year” shall mean each calendar year in which occurs any part of the Term.

(d) “Permitted Capital Expenditures” shall mean any repair or alteration which should be capitalized in accordance with GAAP and that (1) is required to comply with any Legal Requirement in respect of the Building or the use and occupation thereof, and which is not included within the definition of Tenant Compliance Capital Item, or (2) is made or installed for the purpose of reducing energy consumption in the Building as a whole (and not with respect to any space demised or demisable to any tenant, including Tenant) or reducing other Operating Expenses for the Building as a whole. All Permitted Capital Expenditures shall be amortized over its useful life (which useful life shall be determined in accordance with GAAP if and to the extent that GAAP provides a basis for determining such useful life (but in no event more than 15 years unless it can be clearly demonstrated that the item in question has a materially (i.e., 5 years or more) longer life), without reference to any provision of GAAP or otherwise permitting the acceleration of any such amortization to a period of amortization less than the useful life of the item in question. The useful life of any such item shall be deemed to commence when such item has been installed and has been made operational, and 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. Under no circumstance shall a Permitted Capital Item include any item of repair or replacement the need for which arises from Landlord’s negligence or willful misconduct.

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(e) [Intentionally Omitted]

(f) “Real Property” shall mean, collectively, the Building and all fixtures, facilities, machinery and equipment used in the operation 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.

(g) [Intentionally Omitted]

(h) “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 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

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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 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 (x) 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.

(i) “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 and/or such other fiscal year on which a component of Taxes is based.

(j) [Intentionally Omitted]

(k) [Intentionally Omitted]

(l) “Tenant’s Share” shall mean the fraction, expressed as a percentage, the numerator of which shall be the number of rentable square feet included within the Premises and the denominator of which shall be 1,869,752. For so long as the Premises shall be deemed to contain ***[                    ]*** rentable square feet, Tenant’s Share shall mean ***[                     percent (         %)]***, comprised as follows:⁶

floor	%
floor	%
floor	%

⁶ Schedule of Tenant’s Share to be completed to reflect premises being leased.

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floor	%
floor	%
floor	%
floor	%
floor	%
[List areas of Lobby]	%
[List areas of Basement]	%

3.02. (a) Tenant shall pay to Landlord as Additional Charges for any portion of a Tax Year occurring during the Term, an amount (herein called the “Tax Payment”) equal to Tenant’s Share of the amount of Taxes for such Tax Year. The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are due and payable by Landlord to the City of New York. Tenant shall pay Tenant’s Share of each such installment within thirty (30) days after the rendering of a statement therefor by Landlord to Tenant, which statement shall be rendered by Landlord so as to require Tenant’s Share of Taxes to be paid by Tenant ten (10) days prior to the date such Taxes first become due to the taxing authority; provided that if Landlord does not timely deliver a statement, then subject to the last sentence of Section 3.05, Tenant’s obligation to make the applicable payment does not lapse, but shall be made within thirty (30) days after rendering of the statement therefor by Landlord to Tenant. The statement to be rendered by Landlord shall set forth in reasonable detail the computation of Tenant’s Share of the particular installment(s) being billed and shall include a copy of the tax bill from the taxing authorities relevant to the computation of Tenant’s Tax Payment. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be, in accordance herewith. If during the Term, Taxes are required to be paid to the appropriate taxing authorities in full or in monthly, quarterly, or other installments, on any other date or dates than as presently required, then at Landlord’s option and upon not less than thirty (30) days prior written notice to Tenant, Tenant’s Tax Payments shall be correspondingly accelerated or revised so that said Tenant’s Tax Payments are due ten (10) days prior to the date payments are due to the taxing authorities.

(b) If Landlord shall receive a refund of Taxes for any Tax Year, Landlord shall credit against the next occurring installments of Fixed Rent and Additional Charges under this lease, or in the case of the last year of the Term refund to Tenant, Tenant’s Share of the net refund (after deducting from such total refund the reasonable and out-of-pocket costs and expenses, including, but not limited to, appraisal, accounting and legal fees of obtaining the same to the extent that such costs and expenses were not theretofore collected from Tenant for such Tax Year) and Landlord shall promptly notify Tenant of the amount of Tenant’s Share of such net refund inclusive of

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Tenant’s Share of any interest thereon received by Landlord and shall promptly credit or refund such amount within thirty (30) days to Tenant; provided, however, such payment or credit to Tenant shall in no event exceed Tenant’s Tax Payment plus any such interest allocable to such Tenant’s Tax Payment paid for such Tax Year to which such refund applies.

(c) Landlord shall, with respect to each Tax Year, initiate and pursue in good faith an application and proceeding seeking a reduction in Taxes or the assessed valuation of the Real Property (a “Certiorari Application”) to the extent that (i) doing so would be reasonable and customary for landlords of Comparable Buildings for the Tax Year in question (without taking into account any considerations with respect to any other properties owned by Landlord or any affiliate of Landlord in the City of New York), and (ii) so long as the Premises consist of at least 750,000 rentable square feet (herein called the “Section 3.02 Minimum Leasing Requirement”), if Landlord does not intend to pursue a Certiorari Application, Landlord obtains and provides to Tenant with respect to such Tax 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; provided, however, that if Landlord shall elect not to initiate and pursue a Certiorari Application for any Tax Year, not later than thirty (30) days prior to the last day on which Landlord would be entitled to initiate a Certiorari Application, Landlord shall use commercially reasonable efforts to give notice of such election (a “Certiorari Waiver Notice”) to Tenant, which notice shall contain a statement in bold type and capital letters stating “THIS IS A CERTIORARI WAIVER NOTICE.” If Landlord fails within such thirty (30) day period to give to Tenant either (i) a Certiorari Waiver Notice or (ii) a notice indicating that Landlord will initiate and pursue a Certiorari Application, Landlord shall be deemed to have given to Tenant a Certiorari Waiver Notice. For so long as the Section 3.02 Minimum Leasing Requirement is satisfied, Tenant shall have the right within fifteen (15) days (time being of the essence) after the giving (or deemed giving) of such Certiorari Waiver Notice to give a notice to Landlord directing Landlord to initiate and pursue a Certiorari Application (a “Certiorari Direction Notice”). In the event that Tenant shall give a Certiorari Direction Notice to Landlord in accordance with the provisions of the preceding sentence, Landlord shall initiate a Certiorari Application prior to the last day on which it is entitled to initiate same and shall pursue same in good faith. In connection with any Certiorari Application relating to any Tax Year occurring during the Term that the tenant under this lease is a Citigroup Tenant and the Section 3.02 Minimum Leasing Requirement is satisfied, Tenant shall have the right to retain, at Tenant’s sole cost and expense, its own certiorari counsel (hereinafter called “Tenant’s Certiorari Counsel”), who shall have the right to consult with the counsel retained by Landlord in connection with such Certiorari Application (“Landlord’s Certiorari Counsel”) with respect to such Certiorari Application and any proceedings in connection therewith, provided that Tenant’s Certiorari Counsel shall have first executed and delivered to Landlord a confidentiality agreement in form and substance reasonably acceptable to Landlord wherein Tenant’s Certiorari Counsel shall agree to maintain in strict confidence and not to reveal to any

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third parties (other than Tenant, except as hereinafter set forth) any confidential information concerning the Building or its operations that has not otherwise been made public, except as may be required by applicable Legal Requirements or by a court of competent jurisdiction or in connection with any action or proceeding before a court of competent jurisdiction. In addition, Tenant’s Certiorari Counsel shall not reveal any such confidential information to Tenant, except to the extent necessary in the reasonable judgment of Tenant’s Certiorari Counsel to enable Tenant to decide whether and how to exercise any rights of Tenant set forth in this Section 3.02(c). Tenant shall be subject to maintain the confidentiality of any and all such information on terms identical to those by which Tenant’s Certiorari Counsel is bound and, in addition, Tenant hereby expressly acknowledges and agrees that it shall not have the right to use such information for any other purpose whatsoever (including, without limitation, in connection with any fair market rental determination under Article 36, except to the extent that all or a portion of such information has been made known to Tenant by other sources (e.g., public filings or the brokerage community). Subject to the provisions of the preceding two sentences, Landlord shall cause Landlord’s Certiorari Counsel to communicate with Tenant’s Certiorari Counsel to the extent necessary to keep Tenant’s Certiorari Counsel advised as to the status of the Certiorari Application(s) in question and the strategies employed or to be employed by Landlord and Landlord’s Certiorari Counsel in connection therewith, and Tenant and Tenant’s Certiorari Counsel may make recommendations to Landlord’s Certiorari Counsel with respect to such Certiorari Application(s), which recommendations Landlord and Landlord’s Certiorari Counsel shall reasonably consider but not be under any obligation to act upon. Tenant’s Certiorari Counsel shall have the right to attend meetings, but shall not participate in meetings, between Landlord and/or Landlord’s Certiorari Counsel and the New York City Department of Finance Assessor’s Office with respect to any such Certiorari Applications. Notwithstanding anything to the contrary set forth in this Section 3.02(c), Landlord shall have the right to settle any and all certiorari proceedings with respect to the Real Property, provided that Landlord shall act in a commercially reasonable manner and as if this Real Property were Landlord’s only property, and Tenant, for itself and its immediate and remote subtenants and successors in interest hereunder, hereby waives, to the extent permitted by law, any right Tenant may now or in the future have to protest or contest any Taxes or to bring any application or proceeding seeking a reduction in Taxes or assessed valuation or otherwise challenging the determination of such settlement.

(d) In respect of any Tax Year which begins prior to the Commencement Date or terminates after the Expiration Date, the Tax Payment in respect of such Tax Year or tax refund pursuant to Section 3.02(b) therefor shall be prorated to correspond to that portion of such Tax Year occurring after the Commencement Date and prior to the Expiration Date.

(e) Tenant shall pay to Landlord within thirty (30) days after Landlord submits a bill therefor, together with reasonable documentation thereof, Tenant’s Share of any reasonable out-of-pocket expenses incurred by Landlord in

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contesting any items comprising Taxes and/or the assessed value of the Real Property, including in connection with a Certiorari Application, except to the extent, if any, that such expenses shall have already been deducted by Landlord from a tax refund pursuant to Section 3.02(b) or included in Operating Expenses pursuant to Section 3.01(b).

3.03. (a) For each Operating Year or any part thereof which shall occur during the Term, Tenant shall pay an amount (herein called the “Operating Payment”) equal to Tenant’s Share of Operating Expenses for such Operating Year.

(b) If during any Operating Year (i) any rentable space in the Building shall be vacant or unoccupied, and/or (ii) the tenant or occupant of any space in the Building undertook to perform work or services therein in lieu of having Landlord (or Landlord’s affiliates) perform the same and the cost thereof would have been included in Operating Expenses, then, in any such event(s), the Operating Expenses for such period which would vary with the percentages of occupancy of the Building or the percentages of tenants or occupants for which work or services are performed by Landlord (or Landlord’s affiliates) shall be reasonably adjusted to reflect as closely as possible the variable Operating Expenses that actually would have been incurred if such space had been occupied or if Landlord (or Landlord’s affiliates) had performed such work or services, as the case may be. By way of example, if during an Operating Year forty percent (40%) of the rentable space in the Building were vacant and as a result thereof Landlord’s actual cost of providing base building cleaning to rentable space in the Building were reduced by thirty (30%) rather than forty (40%) percent due to economies of scale or for any other reason, then the line item for base building cleaning provided to rentable space in the Building for such Operating Year would be increased by the same thirty (30%) percent, rather than forty (40%) percent, to reflect as closely as possible the variable Operating Expenses that actually would have been incurred if such space had been occupied.

(c) Landlord may furnish to Tenant, prior to the commencement of each Operating Year a written statement setting forth in reasonable line-item detail Landlord’s reasonable estimate of the Operating Payment for such Operating Year. In the event that such estimate of the Operating Payment reflects an increase in total Operating Expenses for the Real Property of more than three (3%) percent in excess of the total Operating Expenses for the previous calendar year (including the Operating Year prior to the Restated Commencement Date for which Tenant shall provide the detail), such estimate shall be accompanied by a reasonably detailed explanation of such increase. In the event that Tenant disputes an estimate of the Operating Payment which reflects an increase in total Operating Payments for the Real Property of more than seven (7%) percent in excess of the total Operating Payments for the previous calendar year, Tenant shall have the right to challenge such estimate substantially in the manner set forth in Section 3.03(e). Tenant shall pay to Landlord on the first day of each month during the Operating Year in which the Operating Payment will be due, an amount equal to one-twelfth (1/12^th) of such estimate of the Operating

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Payment for such Operating Year. If, however, Landlord shall not furnish any such estimate for an Operating Year or if Landlord shall furnish any such estimate for an Operating Year subsequent to the commencement thereof, then (i) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Article 3 in respect of the last month of the preceding Operating Year; (ii) after such estimate is furnished to Tenant, Landlord shall give notice to Tenant stating whether the installments of the Operating Payment previously made for such Operating Year were greater or less than the installments of the Operating Payment to be made for the Operating Year in which the Operating Payment will be due in accordance with such estimate, and (A) if there shall be a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, or (B) if there shall have been an overpayment, Landlord shall within thirty (30) days of such notice refund to Tenant the amount thereof, failing which any unpaid amount shall bear interest at the Interest Rate from the thirty-first (31st) day after such notice until such amount is paid to Tenant; and (iii) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of such Operating Year Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of the Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to Tenant a revised statement of Landlord’s reasonable estimate of the Operating Payment for such Operating Year, and in such case, the Operating Payment for such Operating Year shall be adjusted and paid or refunded or credited as the case may be, substantially in the same manner as provided in the preceding sentence (with Tenant having the right to dispute any increase of more than seven (7%) percent as provided above).

(d) Landlord shall furnish to Tenant a Landlord’s Statement for each Operating Year (and shall use reasonable efforts to do so within one hundred twenty (120) days after the end of each Operating Year). If Landlord fails to deliver any such Landlord’s Statement to Tenant within three hundred sixty-five (365) days after the end of an Operating Year (the “Outside Date”), then notwithstanding anything to the contrary contained herein, until such time as such Landlord’s Statement is so delivered to Tenant, Tenant’s obligation to make Operating Payments to Landlord shall be deferred. Tenant’s obligation to pay to Landlord any deferred amounts that were properly payable as Operating Payments during such period of deferral shall be paid within thirty (30) days following delivery of the Landlord’s Statement. Such statement shall be in the form attached to this lease as Exhibit C and shall set forth in reasonable line-item detail the Operating Expenses for such Operating Year. If the Landlord’s Statement shall show that the sums paid by Tenant, if any, under Section 3.03(c) exceeded the Operating Payment to be paid by Tenant for the Operating Year for which such Landlord’s Statement is furnished, Landlord shall refund to Tenant the amount of such excess within thirty (30) days, failing which any unpaid amount shall bear interest at the Interest Rate from the thirty-first (31st) day after such demand until such amount is paid to Tenant, provided that if Landlord had failed to furnish Landlord’s Statement to Tenant by the Outside

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Date, any Tenant’s overpayment shall bear interest at the Interest Rate from the last day of the Operating Year to which such Operating Expenses relate, until such time as Landlord pays to Tenant such overpayment together with accrued interest in full; and if the Landlord’s Statement for such Operating Year shall show that the sums so paid by Tenant were less than the Operating Payment to be paid by Tenant for such Operating Year, Tenant shall pay the amount of such deficiency within thirty (30) days after demand therefor, failing which any unpaid amount shall bear interest at the Interest Rate from the thirty-first (31st) day after such demand until such amount is paid to Landlord.

(e) (i) Tenant, upon reasonable notice given within one hundred fifty (150) days of its receipt of any Landlord’s Statement, may elect to have Tenant’s Audit Representative (as designated in such notice) examine such of Landlord’s books and records (collectively “Records”) as are relevant to the Landlord’s Statement in question, together with reasonable supporting data therefor. Landlord hereby agrees to maintain and preserve Landlord’s Records with respect to each Operating Year for a period of at least five (5) years following the delivery of the Landlord’s Statement with respect thereto. In making such examination, Tenant 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 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 Tenant’s attorneys, accountants and other professionals in connection with any dispute between Landlord and Tenant; and Tenant will confirm and cause its Audit Representative to confirm such agreement in a separate written agreement, if requested by Landlord. If Tenant shall not give such notice within such one hundred fifty (150) day period, then the Landlord’s Statement as furnished by Landlord shall be conclusive and binding upon Tenant. Tenant shall, not be precluded from disputing a Landlord’s Statement that is given following the end of an Operating Year whether or not Tenant disputed a prior Landlord’s Statement for estimates of the Operating Payment for said Operating Year, provided that notice of such dispute is delivered within the 150-day time period described above. Tenant shall, at Tenant’s expense, have the right to obtain copies and/or make abstracts of the Records as it may request in connection with its verification of any such Landlord’s Statement, subject to the foregoing confidentiality provisions. For purposes hereof, the term “Audit Representative” shall mean either (x) any third party designated by Tenant, or (y) an employee of Tenant. Notwithstanding anything to the contrary contained herein, if and only if any examination pursuant to this Section 3.03(e) results in a finding of a Significant Discrepancy with respect to any Particular Item of Operating Expenses, Tenant, upon reasonable prior notice given within thirty (30) days after such finding, may elect (or cause its Audit Representative) to examine or re-examine such Records as are directly relevant to such Particular Item as included in the Operating Statements for the prior three (3) years during the Term, as required pursuant to this Section 3.03(e). If Tenant shall not give timely notice under this Section 3.03(e) with respect to any finding

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of a Significant Discrepancy it shall be deemed to have waived its right of examination under this Section 3.03(e) with respect thereto. For purposes hereof:

(aa) A finding of a “Significant Discrepancy” shall be deemed to have been made with respect to a Particular Item only if it is determined pursuant to an arbitration conducted in accordance with the provisions of Article 37, that the Particular Item in question was inappropriately included by Landlord in Operating Expenses.

(bb) The term “Particular Item” shall mean a discrete item or sub-item of an Operating Expense and shall be construed narrowly. Thus, for example, if it is determined pursuant to an arbitration conducted in accordance with the provisions of Article 37, that in computing the amount of labor savings from the installation of an automatic elevator Landlord has inappropriately included an excessive amount in respect of vacation pay, the Particular Item for purposes hereof shall be deemed to be an inappropriate inclusion of such excessive amount of vacation pay in the computation of cost savings resulting from the installation of such automatic elevator, and not any broader item, such as the entire calculation of cost savings resulting from the installation of such automatic elevator.

(ii) In the event that Tenant, after having reasonable opportunity to examine the Records (but in no event more than one hundred fifty (150) days from the date on which the Records are made available to Tenant unless Tenant is delayed by Landlord in commencing or prosecuting such examination, in which case such one hundred fifty (150) day period shall be extended by one (1) day for each day of such delay caused by Landlord), shall disagree with the Landlord’s Statement, then Tenant may send a written notice (“Tenant’s Statement”) to Landlord of such disagreement, specifying the basis for Tenant’s disagreement. Landlord and Tenant shall attempt to resolve such disagreement. If they are unable to do so within thirty (30) days, Landlord and Tenant shall designate a Certified Public Accountant (the “Arbiter”) whose determination made in accordance with this Section 3.03(e)(ii) shall be binding upon the parties and any such determination so made in accordance herewith may be entered as a judgment in any court of competent jurisdiction including, without limitation, if the Arbiter determines that the Operating Payment should be lower than the amount determined by Tenant or higher than the amount determined by Landlord. If the Arbiter shall determine that the amount charged by Landlord as the Operating Payment does not exceed the actual Operating Payment by two percent (2%) or more of the Operating Payment (herein called the “Overpayment Threshold”), then Tenant shall pay the cost of the Arbiter, otherwise, Landlord shall pay the cost of the Arbiter. If the Arbiter shall determine that the amount charged by Landlord as the Operating Payment exceeds the actual Operating Payment by more than the Overpayment Threshold, then in addition to the amount over paid by Tenant (which Landlord shall always be responsible irrespective of whether the overpayment exceeds the Overpayment Threshold), Landlord shall pay the cost of Tenant’s Audit Representative (unless Tenant’s Audit

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Representative is an employee of Tenant) in connection with such examination of the Records and arbitration proceeding, not to exceed an amount equal to $100,000. The payment made by Landlord pursuant to the immediately preceding sentence shall be in addition to the refund of any overpayment required to be made by Landlord to Tenant pursuant to the terms hereof, together with interest on such refund if applicable in accordance with the terms hereof. The Arbiter shall be a member of an independent certified public accounting firm having at least ten (10) accounting professionals and having at least ten (10) years of experience in commercial real estate accounting and, in particular, office building operating expense statements. In the event that Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within thirty (30) days after receipt of notice from the other party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two or more Certified Public Accountants meeting the same qualifications set forth in the preceding sentence with respect to the Arbiter who are acceptable to the party sending such notice (any one of whom, if acceptable to the party receiving such notice as shall be evidenced by notice given by the receiving party to the other party within such thirty (30) day period, shall be the agreed upon Arbiter), then either party shall have the right to request the American Arbitration Association (herein called the “AAA”) (or any organization which is the successor thereto) to designate as the Arbiter a Certified Public Accountant meeting such qualifications, and whose determination made in accordance with this Section 3.03(e)(ii) shall be conclusive and binding upon the parties, and the cost charged by the AAA (or any organization which is the successor thereto) for designating such Arbiter shall be borne by the party that is responsible for the cost of the Arbiter in accordance with the preceding provisions of this Section 3.03(e)(ii). In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this lease. Notwithstanding the foregoing provisions of this section, Tenant, pending the resolution of any contest pursuant to the terms hereof, shall continue to pay all sums as determined to be due in the first instance by such Landlord’s Statement and upon the resolution of such contest, suitable adjustment shall be made in accordance therewith with appropriate payment to be made to Landlord by Tenant or refund to be made by Landlord to Tenant (or credit allowed Tenant against Fixed Rent and Additional Charges becoming due) if required thereby, including, in either case, interest from the date that Tenant’s Statement was delivered to Landlord at an annual rate equal to the Interest Rate.

3.04. Subject to the last sentence of Section 3.05, the expiration or termination of this lease during any Tax Year or Operating Year (for any part or all of which there is a Tax Payment or Operating Payment under this Article 3) shall not affect the rights or obligations of the parties hereto respecting such payment and any Landlord’s Statement or tax bill, as the case may be, relating to such payment may be sent to Tenant subsequent to, and all such rights and obligations shall survive, any such expiration or termination. Any payments due under such Landlord’s Statement or tax bill, as the case may be, shall be payable within thirty (30) days after such statement or bill is sent to Tenant.

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3.05. Subject to the further provisions of this Section 3.05, Landlord’s failure to render or delay in rendering a Landlord’s Statement with respect to any Operating Year or any component of the Operating Payment shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to any such Operating Year or any such component, nor shall the rendering of a Landlord’s Statement for any Operating Year prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for such Operating Year. Subject to the further provisions of this Section 3.05, Landlord’s failure to render or delay in rendering a bill with respect to any installment of Taxes shall not prejudice Landlord’s right to thereafter render such a bill for such installment, nor shall the rendering of a bill for any installment prejudice Landlord’s right to thereafter render a corrected bill for such installment. Notwithstanding anything to the contrary contained in this lease, in the event Landlord fails to give a Landlord’s Statement for Operating Expenses (or a corrected Landlord’s Statement) or a bill for Taxes (or a corrected bill) to Tenant for any Tax Year or Operating Year, as the case may be, on or before the date which is three (3) years after the last day of the Tax Year to which such bill for Taxes applies or the Operating Year to which such Landlord’s Statement applies, as applicable, then Landlord shall be deemed to have waived the payment of any then unpaid Additional Charges which would have been due pursuant to said Landlord’s Statement or bill for Taxes, as the case may be.

3.06. In respect of any Operating Year which begins prior to the Commencement Date or terminates after the Expiration Date, the Operating Payment in respect of such Operating Year shall be prorated accordingly.

ARTICLE 4

Fire Stairs

4.01. Tenant and its employees, contractors, invitees and other permitted occupants of the Premises shall have a non-exclusive right to use the fire stairwell(s) serving the Premises (the “Fire Stairs”) for the sole purpose of access between the floors of the Building on which the Premises are located, at no additional rental charge to Tenant, provided that (1) such use shall be permitted by, and at all times in accordance with, all Legal Requirements; (2) Tenant shall obtain all necessary governmental and regulatory approvals for the use of the Fire Stairs, if any are so required; (3) Tenant shall comply with all of Landlord’s reasonable rules and regulations adopted from time to time with respect thereto; (4) access doors to the Fire Stairs shall never be propped or blocked open; (5) Tenant shall not store or place anything in the Fire Stairs or otherwise impede ingress thereto or egress therefrom; (6) Tenant shall not permit or suffer any of its employees, agents or contractors to use any portion of the Fire Stairs other than for ingress and egress between the different floors of the Premises, except in case of emergency, and shall be responsible for assuring that Tenant’s employees do not use the Fire Stairs for loitering or any other purpose other than ingress and egress between the different floors of the Premises and use in the event of a fire or other Emergency; (7)

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subject to Legal Requirements, including applicable reentry rules and regulations from time to time in effect, if Tenant locks off any reentry doors in the Fire Stairs, Tenant shall, at its sole cost and expense, tie such locking devices into the base Building fire alarm and life safety system; (8) subject to Legal Requirements, including applicable reentry rules and regulations from time to time in effect, Tenant may elect, at its sole cost and expense, to install a card access system reasonably satisfactory to Landlord on all non-reentry doors between the Fire Stairs and the floors of the Premises; (9) install cosmetic enhancements to the Fire Stairs, subject to and accordance with all the provisions of Article 8 hereof; and (10) Tenant shall tie Tenant’s security system into the Building security system so that, among other things, the Building security system can distinguish between an authorized entry into the Fire Stairs by one of Tenant’s employees and an unauthorized entry by another party. Tenant shall provide Landlord with a “master” card key so that Landlord shall have access through each entry door. Tenant shall be solely responsible for the operation of the locking system on the doors from the Fire Stairs to the Premises and hereby waives any and all claims against Landlord arising out of or in connection with parties gaining access to and from the Premises through the Fire Stairs unless caused by the negligence or willful act of Landlord or any of Landlord’s employees, agents or contractors. All of the provisions of the Lease in respect of liability insurance and indemnification shall apply to the Fire Stairs, as if same were part of the Premises. Tenant may paint the Fire Stairs and install light fixtures therein and make such other Alterations as Landlord shall approve, which approval shall be granted or withheld in accordance with the terms of this Lease. Tenant shall be responsible for any additional cleaning costs with respect to the use of the Fire Stairs by Tenant but only to the extent such additional cleaning is solely required as a result of Tenant’s use.

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.”

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5.02. Landlord hereby represents and warrants that ***[(i) as of the date hereof there are no Superior Leases]***⁷ and (ii) the only existing Superior Mortgage as of the date hereof is that certain [                                        ] (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 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

⁷ Revise if factually inaccurate as of the Commencement Date.

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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) 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 (i) this lease and the Guaranty are in full force and effect, (ii) the sublease or occupancy by any subtenant conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a person that is entitled to sovereign immunity, (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 or use by any subtenant 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 prior to and during the Term 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.

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

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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 Capital 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 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, the assignee or transferee (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, and Guarantor delivers a ratification of the Guaranty in form and substance satisfactory to Landlord. The Named Tenant and any subsequent assignor or transferor 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

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Landlord from an assignee, transferee, or any other party, the Named Tenant (and any subsequent assignor or transferor 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 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 one 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; provided that (a) such option shall be

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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), 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;

(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”.

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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.

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 E.

(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) with a subtenant that, in Landlord’s reasonable judgment, is engaged in a business which is in keeping with the then standards of the Building which are consistent with Comparable Buildings;

(ii) with a subtenant that is not a disreputable person;

(iii) 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 Comparable Buildings;

(iv) which is with a subtenant which has, or whose guarantor of such subtenant’s obligations under such Qualifying Sublease (which guarantee shall be in a form reasonably acceptable to Landlord) has, as of the date of execution of such Qualifying Sublease, a net worth, exclusive of good will, computed in accordance with GAAP, equal to or greater than ten (10) times the annual Minimum Sublease Rent and Landlord has been provided with proof thereof reasonably satisfactory to Landlord;

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

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

(vii) 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;

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

(ix) 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 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

(x) grants to the subtenant no greater rights and imposes on the subtenant no lesser obligations than the rights granted to and obligations imposed on Tenant, respectively, pursuant to this lease, grants no lesser rights to Tenant, as sublessor, and imposes no greater obligations on Tenant, as sublessor, than the rights granted to and obligations imposed on Landlord pursuant to this lease.

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 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 or assignment;

(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 costs exceed such lease takeover costs, the excess shall constitute Sublease

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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. Within the later to occur of (x) thirty (30) days following the effective date of any Qualifying Sublease, (y) thirty (30) days following Tenant’s receipt of a fully executed Landlord’s Non-Disturbance Agreement with respect to such Qualifying Sublease, Tenant shall deliver to Landlord its computation of Sublease Profit, if any, with respect to the Qualifying Sublease in question (together with documentation reasonably evidencing such calculation).

7.11. (a) Notwithstanding anything to the contrary contained in this Article 7, if Tenant shall at any time or times during the Term desire to sublet all or part of the Premises (other than with respect to any of the circumstances set forth in Section 7.12), Tenant shall give notice thereof to Landlord (herein called a “Marketing Notice”), which notice shall set forth (i) the area proposed to be sublet, and (ii) the proposed date of the commencement of the proposed sublease, and (iii) the party responsible for the cost of demising work on any partial floor. Except with respect to any of the transactions set forth in Section 7.12, such Marketing Notice shall be deemed a revocable offer from Tenant to Landlord (which offer may only be revoked prior to its acceptance by Landlord) whereby Landlord may terminate this lease with respect to the space covered by the proposed sublease. Said option may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after any such Marketing Notice has been given by Tenant to Landlord.

(b) If Landlord exercises its option to terminate this lease with respect to the space covered by Tenant’s proposed sublease in accordance with Section 7.11(a), then (i) this lease shall end and expire with respect to such part of the Premises on the date that the proposed sublease was to commence; (ii) from and after such date the

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Fixed Rent, Additional Charges, and Tenant’s Share shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises; and (iii) with respect to the recapture of any partial Office Floors (i.e., not a full floor), Tenant shall pay to Landlord the costs reasonably incurred by Landlord in physically separating such part of the Premises from the balance of the Premises and in complying with any applicable Laws relating to such separation (except to the extent that such costs were clearly made the responsibility of the proposed subtenant in the Marketing Notice), which costs Tenant shall pay to Landlord with thirty (30) days following notice thereof accompanied by documentation reasonably evidencing such costs, as Additional Charges; it being understood and agreed that Landlord shall perform any and all such demising work, subject to and with accordance with the applicable provisions of this lease, including, without limitation Article 16.

(c) In the event Landlord does not exercise its option pursuant to this Section 7.11 to terminate this lease with respect to the space covered by Tenant’s proposed sublease within thirty (30) days following Tenant’s delivery of the Marketing Notice, Tenant may give Landlord a second notice making specific reference to the right of Landlord to recapture such space and if Landlord shall fail to respond to such second notice within five (5) Business Days after Landlord’s receipt thereof, Landlord shall be deemed to have waived its recapture rights with respect to such space at such time, and Tenant shall thereafter have the right to sublease such space subject to the provisions of this Article 7; provided, that, Tenant shall again comply with the provisions of Section 7.11(a) and send a revised Marketing Notice to Landlord, in the event that Tenant desires to enter into a sublease on terms and conditions which are “substantially different from” the terms set forth in the Marketing Notice delivered to Landlord pursuant to Section 7.11(a). The terms of a proposed sublet shall be deemed “substantially different from” the terms set forth in the Marketing Notice delivered to Landlord pursuant to Section 7.11(a), if the amount of space proposed to be sublet differs by more than ten percent (10%) from the amount of space set forth in the Marketing Notice.

7.12. Notwithstanding anything to the contrary contained herein, the provisions of Sections 7.10 and 7.11 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

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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 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 7.12 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

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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 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 7.12 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 7.12. 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.

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ARTICLE 8

Compliance with Laws

8.01. Each of Landlord and Tenant shall give prompt notice to the other of any notice it receives of the violation of any Legal Requirements with respect to the Premises or the use or occupation thereof. Tenant shall, at Tenant’s expense, comply with all Legal Requirements in respect of the Premises or the use and occupation thereof; provided, however, that Tenant shall not be obligated to make structural repairs or alterations in or to the Premises nor to the vertical portions of Building systems nor facilities serving the Premises or to any portions of Building systems or facilities that pass through the Premises but do not exclusively serve the Premises (but Tenant shall be obligated to make repairs to such Building systems or facilities that exclusively serve the Premises, such as supplemental HVAC) in order to comply with Legal Requirements unless the need for same arises out of Tenant’s manner of use of the Premises as opposed to mere executive or general office use or retail purposes or any of the causes set forth in clauses (b) through (d) of the next succeeding sentence. Except as expressly provided to the contrary herein, Tenant shall also be responsible for the cost of compliance with all Legal Requirements in respect of the Real Property arising from (a) Tenant’s manner of use of the Premises (other than arising out of the mere use of the Premises as executive and general offices or for retail purposes), (b) the manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein, (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 for retail purposes), or (d) the breach of any of Tenant’s obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen; provided, however, Landlord shall be responsible for any such compliance as it relates to Landlord’s Restoration Obligation, if any, under Article 19 and any of Landlord’s restoration obligations under Article 20. Subject to the rights of other tenants in the Building, Tenant shall have such access to the Real Property as may be required by Tenant in connection with Tenant’s performance of its obligations pursuant to this Section 8.01; provided, that, any work which could have an adverse effect on the proper functioning of the Building systems shall be performed by Landlord and the reasonable third party out-of-pocket costs incurred by Landlord in connection therewith shall be reimbursed by Tenant within thirty (30) days following a invoice therefor (which invoice shall included documentation reasonably satisfactory to Tenant in support of such charges). 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

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Section 8.02. Except to the extent that Tenant is required by this lease to comply therewith, Landlord, at its expense, shall comply with all Legal Requirements in respect of the Real Property as shall affect the Premises and Tenant’s use and enjoyment thereof, but may similarly defer compliance so long as Landlord shall be contesting the validity or applicability thereof, provided that deferring such compliance does not adversely affect Tenant’s ability to use and occupy the Premises in accordance with all of the terms and conditions of this lease including, without limitation, Tenant’s ability to obtain permits and licenses to perform Alterations permitted hereunder. 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.

8.02. 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 (i) Landlord shall not be subject to a threat of criminal penalty or to prosecution for a crime (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 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, nor shall Landlord’s ability to use and occupy the Real Property, including Landlord’s ability to obtain permits and licenses to perform work at the Real Property be materially adversely affected; (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.

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:

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(a) such Legal Requirement obligation is limited to the interior of the Premises, is not related to Hazardous Materials, is not structural in nature and the failure to comply with such Legal Requirement will not have an adverse effect on Building Systems or on the health or safety of any occupant of or visitor to the Building; and

(b) the failure to comply with such Legal Requirement will not (i) subject Landlord or any Superior Mortgagee to prosecution for a crime or any criminal or civil fine or charge (unless, in the case of a civil fine, Tenant agrees in writing to indemnify, defend and hold such parties harmless from and against any such fine or charge and actually pays any such fine or charge), (ii) subject the Premises or any part thereof to being condemned or vacated, or (iii) subject the Building or Land, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required under this lease.

8.04. (a) Notwithstanding anything to the contrary contained herein, Tenant shall be responsible for compliance with all Environmental Laws in respect to any Hazardous Materials that are brought onto the Premises during the Term by Tenant or any of Tenant’s agents or permitted occupants.

(b) If all or a portion of the Premises shall be rendered untenantable and Tenant ceases to occupy such portion of the Premises as the result of the presence of Hazardous Materials in any portion of the Real Property, including in Base Elements serving the Premises, which presence is not caused by Tenant or anyone claiming by, through or under Tenant (and is not otherwise the responsibility of Tenant under Section 8.04(a), then (i) the Rent payable with respect to such untenantable and unused portion of the Premises shall abate until Landlord shall have taken such steps as are necessary to render the applicable portion of the Premises tenantable, (ii) Landlord will repair any damages resulting from any required remediation and (iii) Landlord shall indemnify Tenant from and against any and all costs and expenses incurred by Tenant in connection with actual damages to the Premises and/or Tenant’s property therein to the extent arising from or in connection with any such remediation.

8.05. The provisions of this Article 8 shall survive the expiration or other termination of this lease.

ARTICLE 9

Insurance

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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 Premises, 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 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) “all risk” property insurance covering all present and future Tenant’s Property and Leasehold Improvements to a limit of not less than the full replacement value thereof, (b) boiler and machinery insurance to the extent Tenant maintains and operates such

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machinery with minimum limits of One Hundred Million Dollars ($100,000,000) per accident, (c) workers’ compensation in statutory limits and employers’ liability in minimum limits of $1,000,000 per occurrence, (d) 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 One Hundred Million Dollars ($100,000,000) combined single limit for bodily injury and property damage liability in any one occurrence, and (e) 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. 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 the insurance required under item (c) 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 use reasonable efforts to deliver to Landlord 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 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 the prosecution of claims to recover insurance proceeds for covered losses and 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.

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 9.06, 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 against loss, damage or destruction by fire or other casualty, a waiver of the insurer’s right of subrogation against Landlord

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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 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 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 interests; provided, however, that the amount to which such insurance requirements may be increased shall not exceed an amount then being required by 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. Landlord shall maintain at all times during the Term (a) “all risk” or “special form” property insurance covering the Base Elements and Landlord’s property to a limit of not less than the full replacement value thereof 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) business interruption or loss of rents insurance, (c) boiler and machinery insurance with minimum limits of One Hundred Million Dollars ($100,000,000) per accident, (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 Building and Landlord’s obligations under this lease, with limits of not less than One Hundred Million Dollars ($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 any Superior Mortgagee may reasonably require

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and/or is otherwise customarily maintained by prudent non-institutional owners of Comparable Buildings, (h) earthquake insurance coverage in the amount of $10,000,000 and (i) during the time of performance of any construction, alterations, improvements and/or repairs to the Building or Base Elements, the insurance specified in 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 (other than the insurance required under item (d) above) and shall deliver to Tenant and any additional insureds, prior to the Commencement Date, 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 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 Landlord 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, Landlord shall obtain terrorism insurance in such amounts and types of coverage that are commercially available to cover 100% of the replacement cost; provided that such amounts and types of coverage are available at commercially reasonable costs and 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 (collectively, the “Insurance Standard”); it being understood and agreed that in no event shall Operating Expenses include any portion of the premiums that are attributable to terrorism insurance that exceed the Insurance Standard. Any dispute as to the amount of insurance expense that is appropriately includible in Operating Expenses pursuant to this Section 9.07 may be submitted by either Landlord or Tenant to arbitration in accordance with Article 37.

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

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severally referred to as “self insurance”), provided the same does not thereby decrease the insurance coverage or limits sets forth in Section 9.03. Any self insurance shall be deemed to contain all of the terms and conditions applicable to such insurance, 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, such self insurance obligation shall survive the expiration or earlier termination of this lease to the same extent as the insurance required would survive.

ARTICLE 10

Rules and Regulations

10.01. Tenant and its employees and agents shall faithfully observe and comply with the Building Rules and Regulations annexed hereto as Exhibit F, and such reasonable changes therein (whether by modification, elimination or addition) as Landlord at any time or times hereafter may make and communicate in writing to Tenant, which, in Landlord’s reasonable judgment, shall be necessary for the reputation, safety, care and appearance of the Building and Real Property, or the preservation of good order therein, or the operation or maintenance thereof, and which do not unreasonably affect the conduct of Tenant’s business in the Premises or Tenant’s use of the Premises; provided, however, that in case of any conflict or inconsistency between the provisions of this lease and any of the Building Rules and Regulations, the provisions of this lease shall control.

10.02. Nothing in this lease contained shall be construed to impose upon Landlord any duty or obligation to enforce the Building Rules and Regulations against Tenant or any other tenant or any employees or agents of Tenant or any other tenant, except to the extent that, following Landlord’s receipt of written notice from Tenant, Landlord’s failure to enforce such Building Rules and Regulations against other tenants would have a material adverse effect on the rights of Tenant hereunder. Provided that Landlord attempts in good faith after notice from Tenant to enforce any Building Rules and Regulations the violation of which are having a material adverse impact on the rights of Tenant hereunder, Landlord shall not be liable to Tenant for violation of any Building Rules and Regulations by another tenant or its employees, agents, invitees or licensees. Landlord agrees not to enforce any Building Rules and Regulations in a manner discriminatory to Tenant.

10.03. Any dispute regarding changes made to the Building Rules and Regulation or the enforcement of any Building Rules and Regulations may be submitted to arbitration in accordance with Article 37 hereof.

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ARTICLE 11

Alterations

11.01. Except as otherwise specifically provided in this lease, Tenant shall make no improvements, changes or alterations in or to the Premises (herein called “Alterations”) of any nature without Landlord’s prior written approval, which approval, when required in accordance with the provisions of this lease, shall be granted or withheld in accordance with the provisions hereinafter set forth. If Landlord shall fail to respond to Tenant’s written request for approval of any Alterations, which request shall be accompanied by drawings, plans and specifications in accordance with the provisions of Section 11.02(a) (herein called an “Initial Alterations Request”), within twenty (20) days after such Initial Alterations Request is made by Tenant, with Landlord’s approval or disapproval with detailed comments thereon explaining the reasons for such disapproval, then Tenant shall have the right to give to Landlord a second notice (herein called a “Second Alterations Request”), and if Landlord shall fail to respond to such Second Alterations Request within five (5) Business Days after Landlord’s receipt thereof with Landlord’s approval or disapproval with detailed comments thereon explaining the reasons for such disapproval, then such Second Alterations Request shall be deemed approved by Landlord, provided that such Initial Alterations Request and Second Alterations Request shall have specifically referred to this Section 11.01 and specifically stated that Landlord must respond within such twenty (20) day and five (5) Business Day periods or such Second Alterations Request for approval shall be deemed approved. Notwithstanding anything to the contrary contained above: (a) with respect to any Alteration (or portion thereof) which Landlord elects, in its good faith judgment, to have reviewed by a third-party structural engineer or such other third-party engineer or consultant that a prudent owner of a Comparable Building would retain to review such Alteration, Landlord shall notify Tenant of same and the period for Landlord’s review of an Initial Alterations Request shall be extended by ten (10) days; and (b) as a condition precedent to its effectiveness, a Second Alterations Request shall state in upper case, bold type that it is a “DEEMED APPROVAL NOTICE” (a “Warning Note”). With respect to any Alteration which has been approved (or deemed approved) by Landlord, Landlord shall sign, to the extent required, all applicable applications for building permits together with its approval (or deemed approval) of the subject Alteration (if such applications were submitted with Tenant’s Alteration request) or, if such applications were not submitted with Tenant’s Alteration request, within five (5) Business Days following Tenant’s submission of such applications; provided, however, Landlord shall endeavor in good faith to same such applications within two (2) Business Days.

Notwithstanding anything to the contrary set forth above and provided Tenant shall be in compliance with the applicable provisions of this Article 11, Tenant or any permitted subtenant or other permitted occupant of the Premises, may at its sole expense, without Landlord’s prior approval, undertake Non-Material Alterations. A “Material Alteration” is an Alteration which (a) is not limited to the interior of the

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Premises or which affects the exterior (including the appearance) of the Building or relates to the installation of conduit in shaft space that does not exclusively serve the Premises, (b) affects the structure and/or the structural integrity of the Building; it being understood and agreed that Alterations that affect the structure but are of a type which are routinely performed by multi-floor tenants in Comparable Buildings (e.g., the cutting of internal staircases or creation of internal corridors) shall not be considered a Material Alteration), or (c) materially adversely affects any mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other service systems of the Building. Any Alteration which is not a Material Alteration is herein called a “Non-Material Alteration” Landlord agrees not to unreasonably withhold or delay its consent to any Material Alteration. For purposes hereof, Landlord shall not be deemed to be acting unreasonably if it withholds consent to a Material Alteration which: (i) affects the exterior appearance of the Building, (ii) would have an a material adverse affect on the heating, ventilation and air-conditioning, mechanical, electrical, fire and life safety or plumbing facilities of the Building that are not located wholly within or exclusively serve the Premises or (iii) would have a material adverse affect on the structural integrity or strength of the Building. In addition, in connection with any Material Alterations, Tenant shall use engineers, architects and contractors and major subcontractors approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed). As of the date of this lease, Landlord approves the contractors set forth in Schedule 1 annexed hereto for purposes of the performance of any and all Material Alterations, except that Landlord reserves the right, prior to Tenant’s commencement of any such work, in accordance with the provisions hereof, to remove any contractor from such approved list and Tenant shall have the right to add contractors to such list, with Landlord’s consent, not to be unreasonably withheld, conditioned or delayed; provided, however, (A) Landlord agrees that no contractor shall be deleted from the approved list if Tenant has previously delivered to such contractor an invitation to bid, or after such contractor shall have been engaged by Tenant to perform a Material Alteration, and while such contractor is engaged in performing a Material Alteration, nor shall such contractor be precluded from completing any punch list items or making any repairs which are under warranty in the event that such contractor is removed from the approved list during or after the completion of its work on behalf of Tenant, (B) Landlord shall notify Tenant promptly following the removal of any contractor from the approved list, and (C) Landlord shall not remove a contractor from the approved list without a reasonable cause therefor.

11.02. (a) 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 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 Landlord’s approval, copies of such drawings, plans and specifications for the work to be done (but such submission shall, in the case of Non-Material Alterations, or in the case of revisions to Non-Material Alterations or to portions of previously approved Alterations which portions of such Alterations do not constitute Material Alterations, not be for Landlord’s

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approval but rather for the purpose of confirming, in Landlord’s reasonable judgment, that the proposed Alteration or revision is, in fact, a Non-Material Alteration or a revision of the type set forth above in this clause (ii), provided that no such submission shall be required if the provisions of the next succeeding sentence are applicable), and Tenant, subject to the deemed approval provisions set forth in Section 11.01, shall not proceed with such work until it obtains (but only to the extent same is required hereunder), Landlord’s written approval of such drawings, plans and specifications. Landlord shall be deemed to have accepted Tenant’s determinations that the Alteration is not a Material Alteration if Landlord does not object within ten (10) Business Days after submission by Tenant (and if Landlord does object to Tenant’s determination that a proposed Alteration is a Non-Material Alteration, such objection shall be provided within ten (10) Business Days after Tenant’s submission by Tenant and shall include Landlord’s reasons for its objection in reasonable detail); provided that the submission in respect of such Non-Material Alteration shall contain a Warning Note. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to submit plans and/or specifications with respect to Alterations for which do not require the preparation of same pursuant to applicable 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. 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.

(b) Tenant shall pay to Landlord, within thirty (30) days, the commercially reasonable cost and expenses and actual fees of any non-Affiliate, third-party architect or engineer employed by Landlord (except to the extent that Tenant retains the same engineer used by Landlord for the Building) for reviewing the drawings, plans and specifications submitted to Landlord as set forth in Section 11.02(a) but only to the extent Landlord’s approval was required with respect to same.

(c) Tenant agrees that any review or approval by the Landlord or any of its agents of any plans and/or specifications with respect to any Alterations is solely for the Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise.

(d) Alterations in and to the Premises shall be performed in a good and workmanlike manner that does not materially interfere with the other tenants in the Building and otherwise in accordance with the Building’s alteration rules and regulations, a copy of which as in effect on the date of this Lease is annexed hereto as Exhibit O and any reasonable modifications thereof or additions thereto for which Tenant has received prior written notice; provided, however, that (i) in case of any conflict or inconsistency between the provisions of this lease and any of the alteration rules and regulations, the provisions of this lease shall control, (ii) such alteration rules

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and regulations shall not be enforced against Tenant in a discriminatory manner, and (iii) such modifications, eliminations or additions shall not decrease Tenant’s rights under this lease or increase Tenant’s obligations or liabilities under this lease unless landlords of Comparable Building have adopted comparable procedures or standards.

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 bodies and with plans and specifications approved by Landlord (to the extent such approval is required hereunder). 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 such claims arising from any incorrect information provided by Landlord in connection therewith or Landlord’s negligence, willful misconduct or breach of this lease. Tenant shall have the right to execute, on behalf of Landlord, any of such applications, provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such execution of applications on behalf of Landlord, other than any 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, shall carry, or cause to be carried for any occurrence in or about the Premises, (a) all risks builders risk insurance written on a completed valued basis 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. Tenant agrees that it will not knowingly do or permit anything to be done in the Building that would violate Landlord’s union contracts affecting the Building, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference with the business of Landlord or any tenant or occupant

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of the Building. Tenant shall immediately stop work or other activity if Landlord notifies Tenant in writing that continuing such work or activity would violate Landlord’s union contracts affecting the Building, 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 Landlord or any tenant or occupant of the Building. Landlord shall prevent its own employees and contractors (and to the extent in Landlord’s reasonable control, use commercially reasonable efforts to prevent contractors retained by other tenants of the Building) from doing anything in the Building 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, the performance of any of Tenant’s obligations under this lease or any Alterations being performed by or on behalf of Tenant in accordance with the terms and conditions of this lease. Landlord shall immediately stop work or other activity being performed by Landlord’s employees and contractors (and will promptly take commercially reasonable action against any tenant or other occupant of the Building) if Tenant notifies Landlord in writing that continuing such work or activity would violate Tenant’s union contracts affecting the Building, 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, the performance of any of Tenant’s obligations under this lease or any Alterations being performed by or on behalf of Tenant.

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 thereof (or bond or otherwise remove such lien or encumbrance 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.

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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 (i) Alterations which require “as built” drawings or approved shop drawing pursuant to applicable Legal Requirements, or (ii) Alterations for which Tenant has in its possession “as built” or approved shop drawings, as the case may be.

11.07. 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,” 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

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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.

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, development rights and other intangible personal property that relate to the Premises. 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 Premises.

11.10. 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.

ARTICLE 12

Landlord’s and Tenant’s Property

12.01. (a) 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

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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 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, (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, (vi) rooftop installations, but subject to 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, and (ix) auditoria or any expansion of the footprint of any auditoria existing as of the date hereof; provided, however, that, the

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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 except to the extent such upgrade, modification or replacement does not exceed the footprint thereof (other than cafeteria seating areas) 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. Landlord shall advise Tenant together with Landlord’s approval of the plans and specifications in question whether or not Tenant shall be required to remove any portion of such Specialty Alteration (or if no Landlord consent is required with respect to the subject Alteration, within ten (10) Business Days following Tenant’s submission of plans and specifications therefor to Landlord) pursuant to the provisions of this Section 12.03, and Landlord shall not have the right to require Tenant to remove any Specialty Alterations not so designated by Landlord.

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, may, at the option of Landlord, 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, 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, throughout the Term, take good care of and maintain in good order and condition the Premises 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 except as otherwise expressly provided in this Section 13.01. Subject to the provisions of Article 19 relating to damage or destruction and Article 20 hereof relating to condemnation, Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises (expressly excluding any items of repair and maintenance (i) for which Landlord is responsible in accordance with the express provisions of this lease or (ii) subject to Section 9.04, arising from

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Landlord’s negligence or willful misconduct), and shall be responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Building and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of Tenant’s Alterations, (b) the installation, use or operation of the property which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 and Tenant’s Property, (c) the moving of the property which is deemed Landlord’s pursuant to Sections 12.01 and 12.02 and Tenant’s Property in or out of the Building, (d) except to the extent covered by insurance required to be carried by Landlord pursuant to Article 9 hereof, 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 or (e) design flaws in any of Tenant’s plans and specifications regardless of the fact that such Tenant’s plans may have been approved by Landlord. Tenant, at its expense, shall be responsible for all repairs, maintenance and replacement of wall and floor coverings and doors in and to the Premises and for all the repair, maintenance and replacement of all the systems and facilities of the Building that exclusively serve the Premises; it being understood and agreed that in no event shall Tenant be responsible for the HVAC system [other than any supplemental air-conditioning system that exclusively serves the Premises]), core electrical closets and core Class-E devices and sprinkler and plumbing systems, for which the repair, maintenance and replacement thereof shall be Landlord’s responsibility; provided, that, subject to Section 9.04, Landlord may charge Tenant the reasonable actual out-of-pocket costs incurred by Landlord in repairing same if such repairs were necessitated by 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. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not interfere (except to a de minimis extent) with the use of the Building by other occupants; provided, however, any repairs in and to the Building (outside of the Premises) and the facilities and systems of the Building for which Tenant is responsible shall be performed by Landlord at Tenant’s expense, which expense shall be commercially reasonable. The exterior walls of the Building, the portions of any window sills outside the windows, and the windows are not part of the Premises and Landlord reserves all rights to such parts of the Building, and Landlord shall keep such portions of the Building in good first-class condition and repair consistent with Comparable Buildings of comparable age (except to the extent, if any, that Tenant is responsible for any such repairs pursuant to any express provision of this lease). Notwithstanding the foregoing provisions of this Section 13.01, Tenant shall not be responsible for repairs to or replacements of any structural elements of the Building or to the Building systems or facilities serving the Premises (i.e., excluding any such Building systems or facilities that exclusively serve the Premises), except to the extent the need for such repairs or replacements arises from the matters set forth in clauses (a), (b), (c), (d) or (e) of the second sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors; provided, however, that Tenant’s obligation to pay for any such repairs shall be subject to the provisions of Section 9.04 if and to the extent that the provisions of said Section 9.04 are applicable to

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the repair in question and the cost of such repair is covered by insurance required to be maintained by Landlord.

13.02. Tenant shall give Landlord reasonably prompt notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through the Premises of which it has actual knowledge. Following such notice (or following such earlier time as Landlord obtains actual knowledge of any such defective condition), Landlord shall remedy the conditions, but at the reasonable expense of Tenant if Tenant is responsible for same under the provisions of this Article 13. Tenant shall have the right, at its sole cost and expense, but subject to the provisions of Article 11 (if and to the extent applicable), to repair Tenant’s supplemental HVAC system.

13.03. Except as otherwise expressly provided in this lease (including, without limitation, Section 35.04), Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs, alterations, additions, improvements or changes which Landlord is required or permitted by this lease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises; provided, however, that Landlord shall use commercially reasonable efforts to make such repairs and changes at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, provided that Landlord not shall be required to perform any such work on an overtime or premium-pay basis (except in the case of an emergency) unless Tenant requests same and reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith or if Landlord is otherwise required to so pursuant to Section 13.04.

13.04. Landlord shall, at its sole cost and expense, but subject to the provisions of this lease (including, without limitation, Article 3), keep, maintain, repair and replace the public portions, common areas and structural elements of the Building and, except to the extent covered by insurance required to be carried by Tenant pursuant to Article 9, any damage to the Premises resulting from Landlord’s negligence or willful misconduct. Without limiting the foregoing, Landlord shall keep, maintain and repair the public portions, common areas and structural elements and the facade of the Building and the Building systems and facilities, to the extent that such systems and facilities affect the Premises, in good working order, and Landlord shall operate the Building (including, without, limitation the common areas and the Building systems and facilities), in a manner consistent with the operation of a first-class, multi-tenant office building in accordance with standards then prevailing in Comparable Buildings of comparable age and otherwise in adherence with the maintenance schedule attached hereto as Schedule 4 (such schedule is herein called the “Maintenance Schedule”). All repairs in or to the Premises or the Building for which Landlord is responsible pursuant to this lease shall be promptly performed in accordance with the proviso of Section 13.03. Landlord shall

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endeavor to give Tenant not less than thirty (30) days’ prior notice (or such maximum prior notice as may be reasonable under the circumstance but in no event less than one (1) Business Day prior notice, except in an emergency, in which case Landlord shall give such advance notice, if any, as is reasonable under the circumstances) of any work which Landlord proposes to perform in or about the Building which would result in the stoppage, interruption or reduction of services to the Premises (except for de minimis stoppages, interruptions or reductions during times other than Regular Building Service Hours) or otherwise reasonably be expected to have an adverse affect on Tenant’s use and enjoyment of the Premises. Notwithstanding any provision of Section 13.03 or this Section 13.04 to the contrary, Landlord shall be required to perform all maintenance, repairs, and replacements as referred to in this Section 13.04 during non-Regular Building Service Hours if the nature of any such maintenance, repair or replacement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours.

13.05. Notwithstanding anything to the contrary contained in this Article 13, in the case of any conflict or inconsistency between the terms and conditions contained in this Article 13 and Article 46, the provisions of Article 46 shall control.

ARTICLE 14

Electricity

14.01. Except as otherwise provided in this Article 14, on and after the Commencement Date, Landlord shall supply electricity to the Premises on a submetered basis in accordance with this Section 14.01 using submeters heretofore installed in the Premises by Tenant (herein called “Tenant’s Meters”), which Tenant’s Meters shall measure the electricity consumed by Tenant in the Premises then leased by Tenant hereunder, excluding any electricity consumed in connection with the production of base building HVAC or any other services that Landlord is required to provide to the Premises in accordance with the terms of this lease. The amounts to be charged to Tenant by Landlord per kilowatt (herein called “KW”) and kilowatt hour (herein called “KWHR”) pursuant to this Article 14 for electricity consumed within the Premises (and by any equipment installed by Tenant outside of the Premises) shown on Tenant’s Meters shall be one hundred (100%) percent of the average amount (herein called “Landlord’s Rate”) at which Landlord from time to time purchases each KW and KWHR of electricity for the same period from the utility company, including all surcharges, taxes, fuel adjustments and sales taxes and charges regularly passed on to customers by the public utility and other sums payable in respect thereof to the public utility for the supply of electric energy to Landlord for the entire Building (which would include the utility time of day rate or similar provisions affecting the utility service classification applicable to the Building) as more specifically set forth below. Notwithstanding the foregoing, if and

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to the extent that any of such meters shall not be operational for any reason, Tenant agrees to pay Landlord for electricity pursuant to this Section 14.01 until such time as said meter(s) become operational (a) the sum of ***[$            ]***⁸ per rentable square foot per annum during any period and with respect to that portion of the Premises that is not being occupied by Tenant or any other permitted occupant for business purposes, including, without limitation, any period that Tenant is performing construction in the applicable space and (b) the sum of ***[$            ]***⁹ per rentable square foot per annum at any time that Tenant shall occupy the Premises for business purposes; provided, however, that following the point in time after such meters have been made operational and a reasonable number of meter readings have been taken to make a determination of Tenant’s actual consumption of electricity in the Premises, such ***[$            ]*** shall be adjusted retroactively for such period prior to such meters becoming operational to equitably estimate Tenant’s actual consumption (KWHR) of electricity during such period. Tenant and its authorized representative may have access to Tenant’s Meters from time to time during the Term (but not more frequently than once per week) on at least one (1) day’s request (which need not be in writing) for the purpose of verifying Landlord’s meter readings. To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees, contractors and/or authorized representatives for the duration of Tenant’s access to Tenant’s Meters, Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that it does not require more than a reasonable amount of time (failing which Landlord shall be entitled to assess a reasonable additional charge) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3. Landlord’s Rate shall be determined by dividing Landlord’s total bill from the utility company for each period (i.e., the aggregate amount charged for both KWs and KWHRs) by the total KWs and KWHRs consumed by the Building as shown by said bill (herein called the “Quotient”), and the charge to Tenant pursuant to this Article 14 for KW and KWHR consumed within the Premises (and by any equipment installed by Tenant outside of the Premises) in the event of submetering shall be calculated by multiplying the electricity consumed by Tenant within such period by the Quotient. If the amount appearing on the utility company invoice shall not reflect all credits, rebates, or refunds (including tax or utility credits, rebates and refunds) to be received by Landlord with respect to the electricity covered thereby, then in computing Landlord’s Rate the amount so appearing shall be reduced by the amount of all such credits, rebates and refunds; provided, however, that Tenant shall not be entitled

⁸ To be mutually agreed to reflect then-current rates or such other mutually acceptable methodology for computing electrical charges during any period that meters are not operational.

⁹ To reflect an amount equal to Tenant’s average electrical costs for the 12 month period preceding the date on which meters become inoperable.

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to the benefit of any such credit, rebate or refund, whether or not reflected on the utility company or alternate provider invoice, if and to the extent, if any, that (i) Landlord is required by law or utility requirement to pay or credit to any tenant or occupant of the Building (including Tenant) the amount of any such credit, rebate or refund, or (ii) Landlord is entitled to such credit, rebate or refund as the result of any overpayment by Landlord or miscalculation of Landlord’s electricity charges by the utility company or alternate provider. Upon Tenant’s request, Landlord shall provide Tenant with copies of Landlord’s bills from the utility company for purposes of allowing Tenant to confirm Landlord’s Rate and Landlord’s calculations of the charges payable by Tenant under this Article 14. In addition to the foregoing, Tenant shall reimburse Landlord for (a) Landlord’s reasonable actual out-of-pocket costs to read such meters and to calculate the amounts to be billed to Tenant hereunder, provided that the costs are commercially reasonable, and (b) the actual out-of-pocket cost of keeping the meter(s) and related equipment exclusively serving the Premises in good working order and repair (which may include calibration of the meters but not any replacement thereof the cost of which shall be borne by Landlord), provided that the costs of any contractors retained by Landlord to perform such repair, maintenance and calibration is reasonable. Notwithstanding anything to the contrary contained herein, where more than one (1) Tenant Meter measures the service of Tenant in the Building, such Tenant Meters shall be connected to a so-called “totalizer” or “coincidental demand meter” so that Tenant’s aggregate demand may be measured and billed to Tenant with the same effect as if Tenant’s aggregate demand for the entire Premises were measured by a single Tenant Meter. The costs incurred in connection with the installation of, and connection of Tenant’s submeters to, such totalizer or coincidental demand meter shall be borne by Tenant. In addition, Tenant shall have the right, at its sole cost and expense, upon reasonable advance written notice to Landlord and in accordance with the provisions of Article 8 hereof (including, without limitation, Landlord’s reasonable approval of plans and specifications), to wire of some or all of Tenant’s Meters to the meter or meters installed by the public utility or alternate provider to measure the Building’s electricity consumption and demand, thus enabling the peak demand measured by such Tenant Meters on a coincidental basis to be measured at the same time that the Building’s peak demand is measured by the public utility or alternate provider. Tenant shall pay Landlord the foregoing amounts within thirty (30) days after Landlord bills Tenant therefor, which bills shall be rendered on a monthly basis.

14.02. (a) If, at any time during the Term, Landlord is prohibited by Legal Requirements or the requirements of the New York State Public Service Commission from supplying and charging for electricity on a submetered basis strictly in accordance with the provisions of Section 14.01, including by reason of the imposition of any tax, tariff or other cost on Landlord which under applicable Legal Requirements Landlord is not permitted to pass through in full on the basis contemplated by Section 14.01, then, at Tenant’s option (subject to the provisions of the last sentence of Section 14.05), Landlord shall supply electricity to the Premises (i) on a direct meter basis pursuant to Section 14.02(e) unless prohibited by Legal Requirements or the

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requirements of the New York State Public Service Commission from doing so, or (ii) on a rent inclusion basis pursuant to Section 14.02(b).

(b) (i) Except as expressly provided in Section 14.01, during any period in which electricity is to be supplied to the Premises on a rent inclusion basis, Landlord shall furnish electricity to the Premises (or such portion of Tenant’s electric consumption, as the case may be) on the basis that Tenant’s consumption (KW and KWHR) of electricity shall be measured by electric survey made from time to time by Landlord’s consultant. Pending an initial survey made by Landlord’s consultant, effective as of the date when Landlord has commenced furnishing electricity to Tenant pursuant to this Section 14.02(b) (with suitable proration for any period of less than a full calendar month), the Fixed Rent (with respect to the portion of the Premises so affected) shall be increased by an amount (the “Initial Charge”) equal to the average of the prior twelve (12) months’ charges for submetered electric. After completion of the electrical survey made by Landlord’s consultant of Tenant’s consumption (KW and KWHR) of electricity, said consultant shall apply one hundred (100%) percent of Landlord’s Rate to arrive at an amount (herein called the “Actual Charge”) and the Fixed Rent shall be appropriately adjusted (increased or decreased) retroactively to reflect any amount by which the Actual Charge exceeds the Initial Charge or the Initial Charge exceeds the Actual Charge, as the case may be. If the Actual Charge exceeds the Initial Charge, Tenant shall pay that portion of such amount which would have been paid to the date of the determination of the Actual Charge within thirty (30) days after being billed therefor; if the Initial Charge exceeds the Actual Charge, Tenant shall be entitled to a credit against installments of the Actual Charge thereafter coming due in an amount equal to the overpayments made by Tenant up to the date of the determination of the Actual Charge. Thereafter and from time to time during the Term, Landlord may cause additional surveys of Tenant’s electrical usage to be made by Landlord’s consultant, the commercially reasonable cost of which (A) shall be shared by Tenant and Landlord equally in the case of the first survey done in each twelve (12) month period and (B) shall be borne solely by Landlord for each survey thereafter, and any increase or decrease in the Actual Charge resulting from such subsequent survey shall be effective as of the date such survey is conducted. Tenant from time to time (but not more frequently than twice during each twelve (12) month period occurring during the Term) may require Landlord to have a survey made of Tenant’s electrical usage (which survey Landlord shall use reasonable efforts to have performed within thirty (30) days after its receipt of notice from Tenant requiring such survey to be performed), and the commercially reasonable fees of Landlord’s consultant making such survey(s) at Tenant’s request shall be paid by Tenant. If any survey requested by Tenant shall determine that there has been an increase or decrease in Tenant’s usage of electricity, then effective as of the date such survey is conducted, the then current Actual Charge to Tenant by reason of the furnishing of electricity to Tenant shall be increased or decreased in accordance with such survey determination.

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(ii) If from time to time after the initial survey or a subsequent survey any additional electrically operated equipment is installed in the Premises by Tenant, or if Tenant shall increase its hours of operation, or if the charges by the utility company supplying electric current to Landlord are increased or decreased after the date thereof, then and in any of such events the monthly charge shall be increased or decreased accordingly on account of such additional electricity consumed by such newly installed electrically operated equipment and/or increase in Tenant’s hours of operation and/or on account of such increased or decreased Landlord’s Rate. The amount of such increase or decrease in the monthly charge shall be determined in the first instance by Landlord’s consultant. In addition, the monthly rate will be increased or decreased quarterly in accordance with calculations by Landlord’s consultant to reflect changes in the fuel adjustment component of the utility company charge. Tenant shall pay the amount of any increase in the monthly charge retroactively (subject to Tenant’s right to contest in the same manner as provided in Section 14.02(d)) from the date of the installation of all newly installed electrically operated equipment and/or from the date when the increased charges to Landlord from the utility company become effective and/or from the date of any increase in Tenant’s hours of operation, as the case may be, such amount to be paid promptly upon billing therefor by Landlord. In the event that Tenant either (A) decreases its hours of operation or (B) removes or changes existing equipment in the Premises, Tenant may request a survey of its electrical usage in accordance with the provisions of Section 14.02(b)(i).

(c) All survey determinations (including the first survey made by Landlord’s consultant) shall be subject to contest by Tenant as provided in Section 14.02(d). Surveys made of Tenant’s electrical consumption shall be based upon the use of electricity between the hours of 8:00 a.m. to 6:00 p.m., Mondays through Fridays, and such other days and hours when Tenant (or Tenant’s agents, employees and/or contractors) uses electricity for lighting and for the operation of the machinery, appliances and equipment used by Tenant in the Premises.

(d) If electricity shall be furnished to Tenant as contemplated in Section 14.02(b)(i), then Tenant, within sixty (60) days after notification from Landlord of the determination of Landlord’s utility consultant, shall have the right to contest such determination by submitting to Landlord a like survey determination prepared by a utility consultant of Tenant’s selection, which will highlight the differences between Landlord’s survey and Tenant’s survey. If Landlord’s consultant and Tenant’s consultant shall be unable to reach agreement within thirty (30) days, then such two consultants shall designate a third consultant to make the determination, and the determination of such third consultant shall be binding and conclusive on both Landlord and Tenant. If the determination of such third consultant shall substantially confirm the findings of Landlord’s consultant (i.e., within three percent (3%)), then Tenant shall pay the cost of such third consultant. If such third consultant shall substantially confirm the determination of Tenant’s consultant (i.e., within three percent (3%)), then Landlord shall pay the cost of such third consultant. If such third consultant shall make a determination

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substantially different from that of both Landlord’s and Tenant’s consultants (or is within three (3%) percent of both such determinations), then the cost of such third consultant shall be borne equally by Landlord and Tenant. In all events described in this Section 14.02(d), Tenant shall be responsible for the costs of its consultant and shall reimburse Landlord for fifty (50%) percent of the commercially reasonable costs of the first survey made by Landlord’s consultant during the Term (in accordance with the provisions of Section 14.02(b)(i)) within thirty (30) days after presentation by Landlord of an invoice evidencing such costs. If Landlord’s consultant and Tenant’s consultant shall be unable to agree upon the designation of a third consultant within thirty (30) days after Tenant’s consultant shall have made its determination (different from that of Landlord’s consultant), then either party shall have the right to request the AAA to designate a third consultant whose decision shall be conclusive and binding upon the parties, and the costs of such third consultant shall be borne as hereinbefore provided in the case of a third consultant designated by the Landlord’s and Tenant’s consultants. Pending the resolution of any contest pursuant to the terms hereof, Tenant shall pay the Additional Charge on account of electricity determined by Landlord’s consultant, and upon the resolution of such contest, appropriate adjustment (and credit in favor of Tenant, if applicable) in accordance with such resolution of such Additional Charge payable by Tenant on account of electricity shall be made retroactive to the date of the determination of Landlord’s consultant.

(e) During any period in which electricity is to be supplied to the Premises on a direct supply basis, Tenant shall, subject to the provisions of Section 14.03, obtain and pay for electricity directly from the public utility company furnishing electricity to the Building. Notwithstanding anything contained in this Article 14 to the contrary, if use of the Building’s risers, conduits, feeders and switchboards would be required for the Premises to receive electricity directly from the public utility company, then Tenant shall have the right to such use at no charge; provided, however, that all meters and all additional panel boards, feeders, risers, wiring and other conductors or equipment, if any, that may be required to obtain such electricity shall be installed by Landlord at Tenant’s reasonable and actual out-of-pocket expense except in the event Landlord discontinued service on a voluntary basis, in which case, same shall be at Landlord’s sole cost and expense and not otherwise includible in Operating Expenses.

14.03. Notwithstanding anything to the contrary contained in this lease, Tenant shall have the right to (i) apply to an electrical utility company selected by Tenant (which selection shall be subject to Landlord’s consent, not to be unreasonably withheld or delayed, if such utility company is not already servicing one or more tenants of the Building) for direct metered electric service and purchase such electricity in bulk if allowable by the utility provider, and/or (ii) obtain all or any portion of Tenant’s electricity from any cogeneration plant located at the Adjacent Parcel (“Cogeneration Procurement”), which in no event shall be less than Tenant’s Share of such capacity being made available to the Building. Landlord shall cooperate with Tenant in connection with Tenant’s obtaining direct electric service and/or Cogeneration

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Procurement, and shall reasonably promptly execute and deliver any applications, reports or related documents (and in the case of Cogeneration Procurement, execute any reciprocal easement agreement subject to and in accordance with Article 33) as may be requested by Tenant 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. From and after the date on which such direct electricity is provided to Tenant, Landlord shall be relieved of any further obligation to furnish electricity to Tenant pursuant to this Article 14, except Landlord shall permit its wires, conduits and electrical equipment to be used for such purpose to the extent that the electricity supplied to Tenant on a direct basis does not exceed the Basic Capacity or such greater amount of electricity being supplied to the Premises as of the date of this lease or any date on which additional space is added to the Premises, exclusive of the electricity consumed by base building services (including, without limitation, base building HVAC) provided to the Premises. Any additional riser or risers or feeders or service to supply Tenant’s electrical requirements will be installed by Landlord, at the sole cost and expense of Tenant (which shall constitute Landlord’s actual, reasonable out-of-pocket costs incurred in connection therewith), if in Landlord’s reasonable judgment the same are necessary and shaft space to accommodate same is available in the Building for use by Tenant, taking into account other present and reasonably anticipated future requirements therefor, and the installation of same will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or unreasonably interfere with or disturb other tenants or occupants. In addition to the installation of such riser or risers, Landlord will also, at the sole cost and expense of Tenant (which shall constitute Landlord’s actual, reasonable out-of-pocket costs incurred in connection therewith), install all other equipment proper and necessary in connection therewith, subject to the aforesaid terms and conditions, and subject to Landlord’s prior approval of Tenant’s plans therefor which shall not be unreasonably withheld or delayed.

14.04. Landlord shall provide to the electrical closets on each floor of the Premises the electrical capacity indicated on Exhibit G attached hereto (herein called the “Basic Capacity”). Tenant covenants and agrees that at all times its installations and use of electricity shall not exceed the Basic Capacity, and upon notice from Landlord that Tenant is exceeding the Basic Capacity, Tenant shall disconnect such of its installations as are necessary so that Tenant will no longer be exceeding the Basic Capacity (as such Basic Capacity may be redistributed pursuant to the penultimate sentence of this Section 14.04). If Tenant requests additional power in addition to the Basic Capacity, then if and to the extent allocated power is available in the Building for use by Tenant, taking into account other present and reasonably anticipated future requirements therefor, Landlord shall, at Tenant’s cost and expense (provided that such costs and expenses are reasonable, actual and out-of-pocket), provide and install in conformity with law any additional riser

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or risers and/or any and all switch or switches to connect additional power to the Premises, and Tenant agrees to pay Landlord’s actual, reasonable out-of-pocket cost of installing such additional risers, switches and related equipment. If such additional power is not available, then upon Tenant’s request, Landlord, at Tenant’s sole cost and expense (provided that such costs and expenses are reasonable, actual and out-of-pocket), shall take such steps as may be reasonably available to obtain additional power from the utility company. 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 (herein called the “Code”) or for any other reason that Tenant elects, Tenant shall have the right to redistribute such excess 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 the Basic Capacity, upon the expiration or earlier termination of this lease, Tenant shall, at its sole cost and expense, restore the amount of electricity to each such floor to the Basic Capacity subject to applicable Legal Requirements.

14.05. If Landlord shall at any time during the Term elect to solicit bids from alternate energy providers for the supply of electric energy to the Building, Landlord shall notify Tenant of such election and Landlord shall also solicit bids from any reliable provider(s) suggested by Tenant; provided, however, that Landlord shall have no obligation to award the contract to Tenant’s suggested provider. If Landlord shall grant any other office tenant of the Building the right to obtain electricity on a direct supply basis from the public utility supplying electricity to the Building or from an alternate energy provider of that tenant’s choosing, Landlord shall thereafter permit Tenant to obtain electricity on a direct supply basis from any provider reasonably selected by Tenant and approved by Landlord in its reasonable discretion.

14.06. 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 as a result of the furnishing electricity to Tenant or otherwise related to Tenant’s occupancy 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.

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ARTICLE 15

Services¹⁰

15.01. Landlord shall at all times during the Term operate the Building in a manner that is consistent with the standards befitting Comparable Buildings and in adherence with the Maintenance Schedule, which shall include, without limitation, the provision of the services and utilities hereinafter set forth in this Article 15, without additional charge to Tenant, except as may be expressly set forth below (provided, however, that the foregoing shall not be deemed to prohibit Landlord from including the costs of any such services or utilities in Operating Expenses subject to and in accordance with the provisions of Article 3).

(a) Landlord will provide from and after the Commencement Date with respect to each floor of the Premises the following services to the Premises in the manner hereinafter more particularly set forth: (i) heat, ventilation and air conditioning; (ii) elevator service; (iii) domestic hot and cold water; provided, that, Landlord shall only be obligated to provide tepid and cool water to the extent the Building Systems as of commencement date of this lease are not capable of providing hot and cold water to the subject facilities; and (iv) cleaning except to the extent Tenant elects to clean its own Premises in accordance with Section 15.02(e).

(b) As used herein, the terms “Regular Building Service Hours” shall mean the hours between 7:00 a.m. and 7:00 p.m. on Mondays through Fridays and 7:00 a.m. and 1:00 p.m. on Saturday, and “Regular Building Service Days” shall mean all days except Saturdays, Sundays and any other days which shall be designated as a holiday by the applicable Building Service Union Employee Service contract or by the applicable Operating Engineers contract.

15.02. (a) Intentionally Omitted.

(b) If requested by Tenant, to the extent there is steam service at the Building, Landlord shall make available to Tenant, for Tenant’s use within the Premises for any additional heating or permitted kitchen use, Tenant’s Share of steam, and the cost of such steam as well as the cost of piping and other equipment or facilities required to supply steam to and distribute steam within the Premises shall be paid by Tenant. Landlord may install and maintain at Tenant’s expense, meters to measure Tenant’s consumption of steam and Tenant shall reimburse Landlord, within thirty (30)

¹⁰ If as of the end of the Original Term any of the Building systems are not capable of providing the level of service required hereunder, the services provisions and related exhibits and/or schedules attached hereto shall be appropriately revised as agreed to by Landlord and Tenant in good faith.

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days after demand, for the quantities of steam shown on such meters at Landlord’s reasonable charges, together with corresponding condensate and/or sewer charges, which charges to Tenant under this Section 15.02(b) are in no instance intended to include any profit or premium payable to Landlord for providing such service.

(c) (i) Landlord shall provide, and Tenant shall have the use of, sufficient passenger elevator service to each floor of the Premises at all times (i.e., no less than three (3) passenger elevators per elevator bank shall be kept in service at all times) in accordance with the standards set forth in Exhibit H annexed hereto. Annexed hereto as Exhibit H is a description of the Building passenger elevator system that services the Premises as of the date of this lease.¹¹ Landlord will notify Tenant before modifying the Building passenger elevator system that services the Premises, but Landlord may implement any modifications to such system in its sole judgment provided that the modifications shall not reduce the level of elevator service furnished to the Premises as contemplated in Exhibit H and provided further that such modifications shall be befitting a Comparable Building (i.e., the Building passenger elevator system that services the Premises shall at all times be operated in accordance with acceptable industry standards befitting a Comparable Building).

(ii) At any time or times all or any of the elevators in the Building may, at the option of Landlord, be manual and/or automatic elevators, and Landlord shall be under no obligation to furnish an elevator operator for any automatic elevator. If Landlord shall at any time or times furnish any elevator operator for any automatic elevator, Landlord may discontinue furnishing such elevator operator without any diminution, reduction or abatement of rent.

(iii) Landlord shall provide freight elevator and loading dock service to the Premises at no charge to Tenant on a first come-first served basis (i.e., no advance scheduling or prior notification shall be required nor shall there be any limitation on the number of trips) during Regular Building Service Hours of Regular Building Service Days. Freight elevator and loading dock service shall also be provided to the Premises on a reserved basis at all other times, at a cost equal to Landlord’s Actual Freight and Loading Dock Costs which shall be Additional Charges hereunder. The term “Landlord’s Actual Freight and Loading Dock Costs” shall mean the sum of (x) the cost to Landlord of any wages and benefits (if applicable) paid to the dedicated loading dock guards that are required in connection with the use of such freight elevator, if any, and (y) the cost to Landlord of any wages and benefits (if applicable) paid to an elevator operator that is required to operate the freight elevator. As of the date hereof, Landlord’s

¹¹ If as of the end of the Original Term the elevators do not meet the specifications set forth on Exhibit H, Exhibit H shall be appropriately revised as agreed to by Landlord and Tenant in good faith.

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Actual Freight and Loading Dock Costs are $             per hour¹², consisting of wages and benefits paid by Landlord for one dedicated loading dock guard at the rate of $             per hour each, and wages and benefits paid by Landlord for the elevator operator at the rate of $             per hour. Notwithstanding anything to the contrary contained herein, Tenant may request, in accordance with the applicable provisions of this Article 15, freight elevator service and security in half-hour increments during Regular Building Service Hours and at all other times for such minimum increment of time as Landlord is required to compensate its employees under applicable union contracts and/or other labor agreements. If and to the extent a Legal Requirement is promulgated after the date of this lease which restricts the hours or permissible location of freight delivery in the City of New York, generally, and/or the downtown Manhattan, in particular, then, in such event, Landlord shall reasonably modify the hours of operation of the Building freight elevator service as a result of any such Legal Requirement to reflect the then normal business practice in the real estate industry in the City of New York with respect to Comparable Buildings.

(iv) Notwithstanding anything to the contrary contained in this lease, Tenant shall have the use, after reasonable prior notice to Landlord, of the freight elevators, loading docks, required security, lifts, necessary Building access corridors and other necessary Building service areas as reasonably required by Tenant, at the costs set forth in Section 15.02(c)(iii), for the delivery of construction materials during the course of the performance of Tenant’s Alterations and after the completion of such Alterations for the movement of Tenant’s furniture, fixtures and Equipment (herein called “FF&E”). Such elevators shall be available for Tenant’s use on a first-come first-serve basis. At Tenant’s election, Tenant shall have the right, at its sole cost and expense, to provide a security guard for such elevators and loading docks in connection with Tenant’s use thereof, provided that the use of such security guard shall not violate Landlord’s union contracts affecting the Building, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately discontinue the use of such security guard if Landlord notifies Tenant in writing that continuing such work or activity would violate Landlord’s union contracts affecting the Building, 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 Landlord or any tenant or occupant of the Building.

(v) Except as set forth to the contrary above, the use of all elevators shall be on a non-exclusive basis and shall be subject to the Building Rules and Regulations.

¹² Rates to reflect the then actual labor costs.

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(d) Landlord shall provide hot and cold water for ordinary lavatory, drinking, cleaning and pantry purposes at no additional charge to Tenant; provided, that, Landlord shall only be obligated to provide tepid and cool water to the extent the Building Systems as of commencement date of this lease are not capable of providing hot and cold water as aforesaid. Notwithstanding the foregoing, Landlord shall supply water to any Dining Facility (including any cafeteria) and fitness center, if any, in the Premises or for any other ancillary use (not currently in place), and if such Dining Facility, fitness center or new ancillary use will result, in Landlord’s reasonable judgment, in the consumption of water in amounts greater (other than to a de minimis extent) than general office use would (any such space herein called the “Water Metered Space”), then Landlord may charge Tenant for such water (and corresponding sewer charges) on a metered basis using meters heretofore installed in the Premises or installed by Landlord at Tenant’s sole cost and expense (herein called the “Water Meters”), which Water Meters shall measure the water consumed by Tenant in such Water Metered Space. The amounts to be charged to Tenant by Landlord for water consumed within the Water Metered Space as shown on the Water Meters shall be one hundred (100%) percent of the average amount (herein called the “Landlord’s Water Rate”) at which Landlord from time to time purchases each gallon of water for the same period from the utility company, including all surcharges, sewer charges, taxes and sales taxes and other charges regularly passed on to customers by the public utility and other sums payable in respect thereof to the public utility for the supply of water to Landlord for the entire Building as more specifically set forth below. Tenant and its authorized representative may have access to the Water Meters from time to time during the Term (but not more frequently than once per month) on at least one (1) day’s request (which need not be in writing) for the purpose of verifying Landlord’s meter readings. To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees, contractors and/or authorized representatives for the duration of Tenant’s access to the Water Meters during Regular Building Service Hours, Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that it does not require more than a reasonable amount of time (failing which Landlord shall be entitled to assess a reasonable additional charge) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3). The amount paid by Landlord per gallon of water shall be determined by dividing Landlord’s total bill from the utility company for each period by the total number of gallons consumed by the Building as shown by said bill (herein called the “Water Quotient”), and the charge to Tenant pursuant to this Section 15.02(d) for water consumed within such Water Metered Space shall be calculated by multiplying the water consumed by Tenant within such period by the Water Quotient. Upon Tenant’s request, Landlord shall provide Tenant with copies of Landlord’s bills from the utility company for purposes of allowing Tenant to confirm Landlord’s Water Rate and Landlord’s calculations of the charges payable by Tenant under this Section 15.02(d). In addition to the foregoing, Tenant shall reimburse Landlord for (i) Landlord’s reasonable actual out-of-pocket costs to read the Water

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Meters and to calculate the amounts to be billed to Tenant hereunder, provided that the costs are commercially reasonable, and (ii) the actual out-of-pocket cost of keeping the Water Meters and related equipment serving Tenant’s Water Metered Space in good working order and repair (which may include calibration of the Water Meters but shall exclude the cost of replacing Water Meters, the cost of which shall be borne by Landlord), provided that the costs of any contractors retained by Landlord to perform such repair, maintenance and calibration are commercially reasonable and provided further that to the extent that any such Water Meters and related equipment serving the Water Metered Space shall also serve portions of the Building other than the Premises, the costs of such repair, maintenance and calibration shall be appropriately prorated. Tenant shall pay Landlord the foregoing amounts within thirty (30) days after Landlord bills Tenant therefor as Additional Charges, which bills shall be rendered on a monthly basis.

(e) (i) Landlord shall, at no charge to Tenant, remove Tenant’s ordinary office refuse and rubbish, clean the interior and exterior windows of the Premises not less frequently than two (2) times per year, and provide office cleaning services in accordance with the cleaning specifications annexed hereto as Exhibit I (herein called the “Cleaning Specifications”) on Mondays through Fridays (exclusive of days recognized as holidays under the applicable union contracts with respect to cleaning services). The cleaning services described on the Cleaning Specifications, exclusive of exterior window cleaning are sometimes hereinafter described as “Standard Tenant Cleaning”. Tenant shall pay to Landlord within thirty (30) days after demand the actual out-of-pocket costs incurred by Landlord (without profit or markup) for cleaning work or rubbish removal in the Premises above the level described in the Cleaning Specifications. Notwithstanding anything contained in Exhibit I or in this Section 15.02(e) to the contrary, any cleaning work in the Premises required because of (A) the removal from the Premises of any refuse and rubbish of Tenant in excess of that ordinarily accumulated in business office occupancy, including refuse accumulated in dining facilities, if any, or (B) cleaning of any portions of the Premises used for dining facilities, day care facilities, fitness centers, medical or health facilities or other special purposes that are not currently in place as of the date hereof, if any, if and to the extent that such cleaning includes greater or more difficult cleaning work (including removal of refuse and rubbish) than office areas shall, at Tenant’s option, (1) be performed by Landlord, provided that Landlord’s cleaning contractor is willing to provide the same, and provided further that Tenant shall pay to Landlord, as Additional Charges under this lease, the costs incurred by Landlord for such cleaning or (2) constitute Extra Cleaning under Section 15.02(e)(iii). Landlord shall not be required to provide janitorial services for portions of the Premises used exclusively for a confidential document room as designated by Tenant from time to time. Landlord shall instruct its cleaning contractor to require the employees of such cleaning contractor to keep the entry doors to the Premises locked when they are performing cleaning services and to turn off the lights in the Premises when they have completed performing cleaning services, in each case provided that Tenant is not then conducting business from the Premises after Regular Building Service

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Hours. Landlord shall endeavor to provide Standard Tenant Cleaning through a company that shall perform same at the most favorable price reasonably obtainable (taking into account the structure of the company and all other relevant facts and circumstances) without having an adverse effect on service or labor harmony provided that Landlord’s judgment as to the most appropriate cleaning contractor shall control subject to the provisions of this Section 15.02(e).

(ii) (A) Notwithstanding anything to the contrary contained in this Section 15.02(e)(i), if, at any time, Tenant believes that the cleaning services being rendered by Landlord or Landlord’s cleaning contractor (herein called the “Contractor”) do not meet the specifications set forth on Exhibit I annexed hereto on a reasonably material and consistent basis, Tenant shall give notice to Landlord (herein called the “Cleaning Notice”), which notice shall specify in detail the deficiencies claimed by Tenant (herein called the “Cleaning Deficiencies”). Within ten (10) Business Days following its receipt of the Cleaning Notice, Landlord shall schedule a meeting (herein called the “Cleaning Improvement Meeting”) among Landlord, Tenant and the Contractor to discuss and to develop a program to cure the Cleaning Deficiencies. Within forty-five (45) days following the Cleaning Improvement Meeting, Landlord, Tenant and the Contractor shall again meet (herein called the “Follow-Up Meeting”) to determine whether the Cleaning Deficiencies have been cured. Any disputes between Landlord and Tenant as to (1) the existence of Cleaning Deficiencies or (2) whether such Cleaning Deficiencies have been cured, shall be resolved by binding arbitration pursuant to the provisions of Article 37, but in accordance with the then-current rules for expedited arbitration of the American Arbitration Association.

(B) In the event that either: (1) the Contractor fails to cure the Cleaning Deficiencies prior to the Follow-Up Meeting or (2) the same Contractor is found to have committed Cleaning Deficiencies for a third time in any twelve (12) month period after having been given an opportunity to cure Cleaning Deficiencies on two (2) prior occasions during such twelve (12) month period, then Landlord shall commence action to replace such contractor in accordance with the following provisions of this Section 15.02(e)(ii). Landlord and Tenant shall meet to discuss Tenant’s recommendations as to any cleaning contractors then performing cleaning services in Comparable Buildings that should be included on Landlord’s bid list; provided, however, that such recommendations shall not be binding on Landlord. Landlord shall reasonably promptly thereafter put the cleaning contract for the Building out to bid to cleaning contractors chosen by Landlord and shall thereafter replace the Contractor with the cleaning contractor that submits the bid accepted by Landlord.

(C) If, notwithstanding the foregoing, Landlord nonetheless wishes to retain the Contractor, Landlord shall give notice thereof to Tenant and Tenant shall have the right to select its own cleaning contractor to perform the cleaning in the Premises, in which event the cost of providing cleaning to tenant premises (including the Premises and the portions of the Building occupied by Landlord or its

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Affiliates) shall be excluded from Operating Expenses from and after the date on which Tenant retains its own cleaning contractor.

(iii) Notwithstanding anything to contrary contained herein but subject to the terms and conditions of this Section 15.02(e)(iii), Tenant shall have the right to furnish to the Premises (i) any cleaning services other than those provided by Landlord under Section 15.02(e)(i) hereof (without separate or additional charge to Tenant) (herein called “Extra Cleaning”) and/or (ii) Standard Cleaning which would otherwise be provided by Landlord under Section 15.02(e)(i), in which event the cost of providing cleaning to tenant premises (including the Premises and the portions of the Building occupied by Landlord or its Affiliates) shall be excluded from Operating Expenses from and after the date on which Tenant retains its own cleaning contractor.

(iv) If Tenant elects to provide its own Standard Cleaning and/or Extra Cleaning to the Premises, all cleaning contractors hired by Tenant (herein called “Tenant’s Cleaning Contractors”) shall be subject to Landlord’s approval, which approval Landlord shall not unreasonably withhold or delay. In soliciting bids from contractors for the performance of the Extra Cleaning, Tenant shall also solicit bids from Landlord’s cleaning contractor; provided, however, that Tenant shall have no obligation to award the contract to Landlord’s contractor, regardless of whether Landlord’s contractor submits a bid that is higher or lower than the other bid(s) submitted to Tenant. Landlord and Tenant shall cooperate with each other to ensure that the cleaning performed by their respective contractors shall be done in such a manner that will prevent (A) any work stoppage, picketing, labor disruption or dispute or disharmony or (B) a material increase in Tenant’s cleaning cost and/or Landlord’s Cleaning Cost, but the foregoing shall not require either Landlord or Tenant to change its respective contractor or cleaning contract. The personnel of Tenant’s Cleaning Contractors shall be permitted subject to the Building Rules and Regulations, without charge, to use the passenger elevators serving the Premises, to use but not operate the freight elevators and to use the janitorial closets on the floors on which the Premises are located as reasonably required for purposes of providing cleaning and rubbish removal services to the Premises.

Notwithstanding anything to the contrary contained in this lease, with respect to up to nine (9) floors of the Premises designated from time to time by Tenant as its executive floors (herein called the “Executive Floors”), Landlord (1) shall not, subject to any applicable union restrictions, without Tenant’s prior consent, terminate or transfer to a floor of the Building other than an Executive Floor any employee providing cleaning services to the Executive Floors (other than due to the willful misconduct or other bad acts of such employee) and (2) shall, at the direction of Tenant, transfer to another floor of the Building other than an Executive Floor any employee providing cleaning services to the Executive Floors. If and to the extent that Landlord’s compliance with the provisions of this paragraph shall impose additional costs on Landlord which are not recoverable from other tenants of the Building through Operating Expense escalations, Tenant, upon presentation of reasonable backup documentation, shall promptly reimburse

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Landlord for such additional costs. As of the date of this lease, the Executive Floors shall mean floors ***[22, 23, 32-37 and 39]***¹³ of the Building.

15.03. (a) Landlord shall furnish heat, ventilation and air conditioning (herein called “HVAC”) to the floors on which the Premises are located in accordance with the specifications set forth in Exhibit J¹⁴(i) during Regular Building Service Hours on Regular Building Service Days without charge, (ii) during the hours between 8:00 a.m. and 1:00 p.m. on Saturdays without charge, and (iii) at other times (hereinafter called “Overtime HVAC”) upon Tenant’s request, subject to the terms and at the rates and charges set forth in this Section 15.03 and Exhibit K, which rates and charges shall be pro-rated and offset if any other tenant or tenants of the Building located on the same Multi-Tenant Floor request overtime HVAC for any period for which Tenant requests the same. The rates and charges set forth on Exhibit K are intended to reflect Landlord’s actual costs to provide Overtime HVAC, as determined by Tenant as of the commencement date of the Original Lease. If at any time either Landlord or Tenant believes that Exhibit K does not properly reflect Landlord’s actual cost to provide Overtime HVAC, then Landlord or Tenant, as the case may be, shall notify the other, and the parties shall in good faith attempt to agree on a revised Exhibit K to be annexed to this lease. If Landlord and Tenant are unable to agree on a revised Exhibit K, then either Landlord and Tenant may submit the matter to expedited arbitration in accordance with the provisions of Article 37. Tenant acknowledges and agrees that Landlord shall have no liability or responsibility for any deviation in temperature, humidity or related conditions if such deviation arises from (A) Tenant’s effectuation of the distribution throughout the Premises of HVAC service from the point(s) on each floor of the Premises at which the Building’s HVAC systems meet the HVAC distribution systems of the Premises, (B) Tenant’s interior partitioning or existing Tenant Alterations, or (C) any material deviation from the assumptions set forth in Exhibit J. Tenant hereby acknowledges that it is satisfied with the capacities of the existing HVAC system as of the date of this lease; provided, however, that the foregoing shall not be deemed to waive Landlord’s obligation to provide HVAC service in accordance with the provisions of this Section 15.03.

(b) (i) Landlord hereby acknowledges that, as of the date of this lease, the Premises are served by supplemental air-conditioning systems that include units using both chilled water and condenser water. Tenant shall have the right during the Term to install and maintain additional supplemental air-conditioning units in the Premises (which installation shall be performed in accordance with all applicable Legal Requirements and any applicable provisions of Article 11). At Tenant’s request,

¹³ Update and revise if factually inaccurate as of the Commencement Date.

¹⁴ If as of the end of the Original Term the HVAC do not meet the specifications set forth on Exhibit J, Exhibit J shall be appropriately revised as agreed to by Landlord and Tenant in good faith.

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Landlord will make available chilled water and/or condenser water (as required) for the operation of such supplemental air-conditioning units in accordance with the following provisions of this Section 15.03(b). Notwithstanding anything to the contrary contained in this lease, Tenant shall not be required to pay any connection or tap-in fee in connection with its access to such chilled water and/or condenser water.

(ii) Landlord will provide (at Tenant’s sole cost and expense as provided in the last sentence of this Section), at a valve heretofore installed or installed by Landlord, at Tenant’s sole cost and expense, at the chilled water riser on each floor of the Premises, on a twenty four (24) hour per day, three hundred sixty five (365) day per year basis, chilled water in an aggregate amount of up to ***[            ]***¹⁵ tons (“Tenant’s Chilled Water Allocation”). If Tenant requests chilled water capacity in addition to Tenant’s Chilled Water Allocation, Landlord shall provide such excess chilled water capacity to Tenant, at no additional charge (except as provided in clause (D) below), provided that (A) this lease is in full force and effect, (B) such additional chilled water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional chilled water capacity without resulting in material alterations (unless Tenant agrees to pay for the same in which event such material alteration shall be subject to Landlord’s reasonable approval) in or damage to Building systems, (C) such additional chilled water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional chilled water capacity without interfering with the current and anticipated future needs of other tenants or occupants of the Building, and (D) Tenant shall reimburse Landlord for the actual out-of-pocket cost of any additional equipment required for the supply of such additional chilled water capacity (provided that the costs of any contractors retained by Landlord to perform such installation are commercially reasonable). Tenant shall have the right, from time to time and at Tenant’s sole cost and expense, to reallocate Tenant’s Chilled Water Allocation among the floors of the Premises, and, in connection therewith, to increase the size of the supply and return valves. Landlord shall provide chilled water in accordance with the specifications set forth in Exhibit L-1 annexed hereto. In respect of its consumption of chilled water during the Term, Tenant shall pay to Landlord an annual charge (“Tenant’s Chilled Water Payment”) equal to the product of (1) the aggregate number of tons of chilled water required by Tenant’s equipment that is connected to such chilled water (the “Connected Chilled Water Tonnage”) during such Operating Year taking into account any and all changes of such connected amounts during such Operating Year, multiplied by (2) the rates set forth on Exhibit L-2 attached hereto. Commencing with January 1 of the Operating Year 2006 and on January 1 of each Operating Year thereafter, the Tenant’s Chilled Water Payment shall be increased or decreased in accordance with Exhibit L-2 annexed hereto. The rates and charges set forth on Exhibit L-2 are intended to reflect Landlord’s actual cost to provide chilled

¹⁵ The initial amount of Tenant’s Chilled Water Allocation is to be calculated based on Tenant’s Share of chilled water.

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water, as determined by Tenant as of the commencement date of the Original Lease. If at any time either Landlord or Tenant believes that Exhibit L-2 does not properly reflect Landlord’s actual cost to provide chilled water, then Landlord or Tenant, as the case may be, shall notify the other, and the parties shall in good faith attempt to agree on a revised Exhibit L-2 to be annexed to this lease. Any dispute as to the determination of Tenant’s Chilled Water Payment, including any dispute referred to in the preceding sentence, may be submitted by either party to arbitration in accordance with Article 37.

(iii) Landlord shall provide to Tenant throughout the Term, as and when requested by Tenant, on a twenty four (24) hour per day, three hundred sixty five (365) day per year basis for Tenant’s supplemental air-conditioning units located in the Premises as of the date of this lease, and any other supplemental air-conditioning units hereafter installed by Tenant and requiring condenser water, condenser water from the Building’s condenser water tower in an aggregate amount of up to ***[            ]***¹⁶ tons (“Tenant’s Condenser Water Allocation”). If Tenant requests condenser water capacity in addition to Tenant’s Condenser Water Allocation, Landlord shall provide such excess condenser water capacity to Tenant, at no additional charge (except as provided in clause (D) below), provided that (A) this lease is in full force and effect, (B) such additional condenser water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional condenser water capacity without resulting in material alterations (unless Tenant agrees to pay for the same in which event such material alteration shall not be denied) in or damage to Building systems, (C) such additional condenser water capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional condenser water capacity without interfering with the current and anticipated future needs of other tenants or occupants of the Building and (D) Tenant shall reimburse Landlord for the actual out-of-pocket cost of any additional equipment required for the supply of such additional condenser water capacity (provided that the costs of any contractors retained by Landlord to perform such installation are commercially reasonable). Tenant shall have the right, from time to time and at Tenant’s sole cost and expense, to reallocate Tenant’s Condenser Water Allocation among the floors of the Premises, and, in connection therewith, to increase the size of the supply and return valves. Landlord shall provide condenser water in accordance with the specifications set forth in Exhibit L-1 annexed hereto. In respect of the supply of condenser water to the Premises during any Operating Year, Tenant shall pay to Landlord an annual charge (“Tenant’s Condenser Water Payment”) equal to the product of (1) the aggregate number of tons of condenser water required by Tenant’s equipment that is connected to such condenser water (the “Connected Condenser Water Tonnage”) during such Operating Year taking into account any and all changes of such connected amounts during such Operating Year, multiplied by (2) for such reserved condenser water tonnage at the rates set forth on Exhibit M attached hereto. Commencing with January 1 of the Operating Year 2006 and

¹⁶ Tenant shall be entitled to Tenant’s Share of Condenser Water.

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on January 1 of each Operating Year thereafter, the Supplemental Condenser Water Charge shall be increased or decreased in accordance with Exhibit M annexed hereto. The rates and charges set forth on Exhibit M are intended to reflect Landlord’s actual cost to provide condenser water, as determined by Tenant as of the commencement date of the Original Lease. If at any time either Landlord or Tenant believes that Exhibit M does not properly reflect Landlord’s actual cost to provide condenser water, then Landlord or Tenant, as the case may be, shall notify the other, and the parties shall in good faith attempt to agree on a revised Exhibit M to be annexed to this lease. Any dispute as to the determination of Tenant’s Condenser Water Payment, including any dispute referred to in the preceding sentence, may be submitted by either party to arbitration in accordance with Article 37.

15.04. Except as otherwise expressly provided in this lease, Landlord shall not be required to provide any services to the Premises.

15.05. Subject to the provisions of Section 35.04(b) and Articles 19 and 20, Landlord reserves the right, without liability to Tenant and without it being deemed a constructive eviction, to stop or interrupt any heating, elevator, escalator, lighting, ventilating, air-conditioning, steam, power, electricity, water, cleaning or other service and to stop or interrupt the use of any Building facilities and systems at such times as may be necessary and for as long as may reasonably be required by reason of accidents, strikes, or the making of repairs, alterations or improvements, or inability to secure a proper supply of fuel, gas, steam, water, electricity, labor or supplies, or by reason of any other similar or dissimilar cause beyond the reasonable control of Landlord. Subject to the provisions of Section 35.04(b) and Articles 19 and 20, no such stoppage or interruption shall result in any liability from Landlord to Tenant or entitle Tenant to any diminution or abatement of rent or other compensation nor shall this lease or any of the obligations of Tenant be affected or reduced by reason of any such stoppage or interruption. Except in emergency circumstances, Landlord shall endeavor to give Tenant at least thirty (30) days’ prior written notice (or such maximum prior notice as may be reasonable under the circumstance but in no event less than one (1) Business Day prior notice) of its intention to make any repairs, alterations or improvements referred to in this Section 15.05 or any other stoppages of services of which Landlord has prior notice and shall use reasonable efforts in making such repairs, alterations or improvements and in dealing with such other stoppages of service so as to minimize interference with Tenant’s business operations, provided that Landlord shall not be required to perform any such work on an overtime or premium-pay basis. Notwithstanding any provision of this Section 15.05 to the contrary, Landlord shall be required to perform all repairs, alterations, or improvements as referred to in this Section 15.05 during non-Regular Building Service Hours (except in emergency circumstances) if the nature of such repair, alteration, or improvement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser).

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15.06. Notwithstanding anything to the contrary contained in this lease, Tenant shall have the right, subject to the terms and conditions of this Section 15.06 and the provisions of Section 11.05, to furnish certain additional services to any portion of the Premises, including, without limitation, plant maintenance and shall have the right to hire maintenance staff (including, without limitation, full-time handymen and/or locksmiths) to support Tenant’s carpentry and general maintenance needs with respect to the Premises (herein called “Tenant Extra Services”). Tenant will advise Landlord of all contractors (excluding Tenant’s employees and any personnel and employees of Tenant’s Premises Manager) performing Tenant Extra Services (“Tenant’s Extra Service Contractors”) but such Tenant Extra Service Contractors shall not be subject to Landlord’s approval. The provisions of Sections 11.04, 11.05 and 11.06 shall apply to the performance of the Tenant Extra Services by Tenant’s Extra Service Contractors. The Tenant Extra Services shall be performed in such manner as not to interfere with or delay, except to an immaterial extent, and as not to impose any additional expense upon Landlord in connection with the operation of the Building and if such interference or delay shall occur, Tenant, upon written notice from Landlord, shall promptly instruct Tenant’s Extra Service Contractors to modify the particular manner of performing the Tenant Extra Services which is causing such interference or delay, and if any such additional expense shall be incurred by Landlord as a result of the performance of the Tenant Extra Services by Tenant’s Extra Service Contractors, Tenant shall pay such additional expense as Additional Charges hereunder within thirty (30) days after its receipt of an invoice therefor.

15.07. If and for so long as Landlord maintains a Building directory, Landlord, at Tenant’s request, shall maintain listings on such directory of the names of Tenant, or its permitted subtenants, assignees, affiliates, or entities in occupancy of portions of the Premises and the names of any of their officers and employees, provided that the names so listed shall not use more than Tenant’s Share of the space on the Building directory (except to the extent to which such Building directory is computerized in which event there shall be no such limitation). The actual out-of-pocket cost to Landlord for making any changes in such listings requested by Tenant shall be paid by Tenant to Landlord within thirty (30) days after delivery of an invoice therefor. ***[As of the date of this lease, there is no Building directory at the Building.]***¹⁷

15.08. Tenant shall have the right to tie into the fire safety system, which tie-in will be performed by Landlord’s independent unaffiliated contractor at Tenant’s cost and expense, which cost and expense shall not exceed the amount that would otherwise be charged to Landlord by its contractor for such work if such work was being performed for Landlord’s own account.

¹⁷ Update and revise bracketed language if factually inaccurate as of the Commencement Date.

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15.09. (a) Subject to the provisions of this lease (including, without limitation, Article 11), Tenant may, at Tenant’s sole cost and expense, install, maintain and operate in a portion of the Premises ***[(including, without limitation, the existing cafeterias and/or kitchens located on the 2^nd, 4^th and 26^th floors of the Building and dining facilities located on the 3^rd and 27^th floors of the Building)]***¹⁸ a food preparation, service and/or dining facility (any of same herein referred to as a “Dining Facility”) for use by Tenant and/or any persons claiming by, through or under Tenant (including, without limitation, subtenants of Tenant), including appropriate food and beverage preparation, handling, cooking, serving and/or dining and/or other associated facilities, provided that (i) Tenant shall comply with all applicable Legal Requirements with respect to such Dining Facility and its operations, (ii) Tenant shall cause all food preparation areas to be properly ventilated so that no odor shall emanate from the Premises to any other portion of the Building, (iii) Tenant shall maintain such Dining Facility in a clean and sanitary condition and free of refuse at all times, and shall be responsible for providing any required exterminating services to the Premises (including the Dining Facility), and (iv) Tenant shall bag all wet garbage and place the same in containers that prevent the escape of odor. All of the provisions of this lease shall be applicable to the installation, maintenance and operation of the Dining Facility.

(b) Tenant shall install all necessary flues and other means of ventilation and fire suppression for the proper exhausting of fumes and odors from the Dining Facility ***[(and the existing cafeteria and/or kitchens located on the 2^nd, 4^th and 26^th floors of the Building and the dining facilities on the 3^rd and 27^th floors are deemed to meet the requirements of this sentence, provided that nothing herein shall reduce or diminish Tenant’s obligation to comply with Legal Requirements and the other provisions of this lease with respect to such Dining Facilities)]***. Subject to the following provisions of this Section 15.09(b), Landlord will provide Tenant, at Tenant’s request and at no out-of-pocket cost or expense to Landlord, with adequate shaft space for an exhaust for the Dining Facility ***[(including, without limitation, the shaft space which currently services the existing kitchen on the mezzanine level of the Building and the Dining Facilities on the 3^rd and 27^th floors of the Building)]***, provided that with respect to any additional shaft space such shaft space is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests same without violating any applicable Legal Requirements, resulting in material alterations in or damage to the Building or posing any risk to the safety of the occupants thereof, and taking into account the needs of Landlord and other current and future occupants of the Building with respect to such shaft space. Any work performed by Tenant pursuant to this Section 15.09(b) shall be performed by Tenant, in accordance with Article 11 hereof.

¹⁸ Update and revise bracketed language if these facilities do not constitute part of the Premises as of the Commencement Date.

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(c) If Tenant shall require electrical capacity beyond that set forth in Section 14.04 hereof in connection with Tenant’s installation and operation of the Dining Facility, Landlord shall, at no out-of-pocket cost or expense to Landlord, provide such additional capacity to Tenant at Tenant’s request, provided that (i) the provision of such additional capacity would not violate any applicable Legal Requirements, (ii) such additional capacity is, in Landlord’s judgment, available for use by Tenant at the time that Tenant requests such additional capacity without resulting in material alterations in or damage to the Building or posing any risk to the safety of the occupants thereof, (iii) the aggregate electrical capacity made available to the Premises shall not exceed Tenant’s pro rata share of the electrical capacity of the Building (as reasonably calculated by Landlord, it being agreed that Landlord may allocate shares of electrical capacity to vacant space in the Building) and (iv) Tenant shall reimburse Landlord for the actual out-of-pocket costs incurred by Landlord to provide such additional capacity. Landlord makes no warranty or representation as to (A) the likelihood that Tenant will be able to obtain such additional capacity and/or the amounts thereof that Tenant may be able to obtain, (B) whether obtaining such additional capacity will require the installation of additional equipment or facilities or (C) the magnitude of the costs that may be incurred by Tenant in connection with obtaining such additional capacity. Landlord shall have no liability to Tenant, this lease shall remain in full force and effect, the obligations of Tenant shall not be reduced or diminished, and Tenant shall not be entitled to any reduction in or credit against the rents payable by Tenant hereunder, in the event that Tenant is unable to obtain such additional capacity or is unable to obtain such additional capacity in the amounts thereof that Tenant may have anticipated, or in the event that the costs incurred by Tenant in connection with obtaining such additional capacity exceed the amounts theretofore anticipated.

(d) Tenant shall continue to have the right to obtain gas service for the Dining Facility directly from Consolidated Edison and Tenant shall pay all charges in connection with such gas service directly to Consolidated Edison. Tenant shall, at Tenant’s sole cost and expense, perform any work as may be required to supply such gas service, which work will be performed by Tenant, in accordance with the provisions of Article 11. Landlord shall have no obligation to perform any work or incur any expense in order to assist Tenant in obtaining gas service for the Dining Facility, and Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if (i) the supply of gas service to the Premises is temporarily interrupted or (ii) gas service is not available or the quantity or character thereof is not suitable for Tenant’s requirements, except to the extent resulting from Landlord’s willful misconduct or gross negligence.

15.10. Landlord shall, upon prior reasonable request of Tenant, allow Tenant reasonable access to the common areas of the Building which are non-leasable such as mechanical rooms and floors and vertical shafts and to other areas of the Building adjacent to the Premises as may be necessary in connection with the performance of Tenant’s obligations under this lease or the performance of Alterations or the repair and

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maintenance of Tenant’s Property and/or Tenant’s FF&E. All access by Tenant shall be subject to the supervision and control of Landlord and to Landlord’s reasonable safeguards for the security and protection of the Building, the Building equipment, and installations and equipment of other tenants of the Building (or other persons). To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees and/or contractors for the duration of Tenant’s access. Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that the services being provided by such engineer of Building representative are within the scope of services generally provided to all tenants of the Building and includible in Operating Expenses (otherwise Landlord shall be entitled to assess a reasonable additional charge not to exceed its actual out-of-pocket costs [i.e., no mark-up]) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3.

15.11. Intentionally Omitted.

15.12. (a) (i) Annexed hereto as Exhibit N¹⁹are the specifications for the Building-wide security system as of the date of this lease. It is understood that over time, Landlord may, at its sole cost and expense, modify such system, but the modifications shall not reduce, in any material respect, the level of security within the Building as contemplated by Exhibit N. Moreover, any modifications shall at all times be befitting a Comparable Building taking into account the environment in around the area in which the Building is situated as well as the prevailing security threat levels, in general, and to Tenant and any of Tenant’s Affiliates, in particular (collectively herein called the “Security Threat Level”). Landlord will notify Tenant before modifying the Building security system, but Landlord may implement any modifications to such system in its sole judgment, provided that the modifications are, as stated in the preceding sentence, befitting a Comparable Building taking into account the environment in and around the area in which the Building is situated and the Security Threat Level, exclusive of any such modifications implemented solely for the benefit of a specific tenant of the Building. In connection with the foregoing, Landlord will immediately notify Tenant of any and all advisories, notices, warnings and other security alerts impacting the Building received by Landlord from any governmental authority which Landlord is not prohibited from making available to third parties by any governmental authority.

¹⁹ If as of the end of the Original Term, Exhibit N does not accurately reflect the security protocol for the Building, Exhibit N shall be appropriately revised as agreed to by Landlord and Tenant in good faith.

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(ii) At the request of Tenant, Landlord shall meet, or cause the managing agent of the Building to meet, if applicable, with Tenant and Tenant’s representatives to keep Tenant advised as to the status of the Building security system and the strategies employed or to be employed by Landlord in connection therewith, and Landlord shall consider any recommendations of Tenant and/or any of Tenant’s representatives with respect to the same and/or the security with respect to the Building in general, but in no event shall Landlord be obligated to follow any such recommendations unless Landlord consents to same, such consent not to be unreasonably withheld or delayed, and Tenant shall agree to reimburse Landlord (as Additional Charges) for any reasonable incremental increase in the out-of-pocket costs and expenses incurred by Landlord in connection with the implementation of any such Tenant and/or Tenant representative recommendation if and to the extent any such costs and expenses cannot be included as an Operating Expense in this lease and/or any other lease for space in the Building, provided that, except to the extent that same are included in Operating Expenses pursuant to the provisions of Article 3 hereof, Tenant shall have no obligation to reimburse Landlord for any such incremental increase in costs and expenses to the extent same are attributable to security systems and measures that are customarily in place in Comparable Buildings in and around the area where the Building is situated (including midtown Manhattan) or are otherwise reasonably necessary in the Building.

(b) Notwithstanding anything to the contrary contained in this lease, Tenant shall have the right, at Tenant’s sole cost and expense, (i) to retain security guards for purposes of patrolling the Premises and other portions of the Building subject to and in accordance with the provisions of Exhibit N and (ii) to place the podium and the ancillary equipment with respect thereto in the Building lobby in a location mutually agreed to by Landlord and Tenant that reasonably meets Tenant’s requirements and station a security guard or guards at such podium. Landlord agrees to reasonably cooperate with Tenant in connection with Tenant’s security program with respect to the Premises (e.g., evacuation drills), 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.

(c) Landlord and Tenant agree and acknowledge that (i) as of the date of this lease the security system located in the Lobby Premises and certain other security systems (e.g., access control, CCTV and camera systems) services both the Premises and the balance of the Building, (ii) Landlord and Tenant each desire to bifurcate such security system in a manner mutually agreeable to Landlord and Tenant so as to create two (2) separate and independent security systems, one which shall service the entire Building and one which shall service only the Premises, which bifurcation shall be at Tenant’s sole cost and expense, (iii) Tenant shall, at its sole cost and expense and within a reasonable period of time after the date of this lease, perform such work to the security system which is required to create such independent security system for the Premises and Landlord shall, at its sole cost and expense and within a reasonable period

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of time after the date of this lease, perform such work to the security system which is required to create such independent security system for the Building and (iv) Landlord and Tenant shall cooperate with each other in good faith in order to create their respective security systems and coordinate their respective work in accordance with good construction practice.

15.13. (a) Subject to the provisions of this Section 15.13, Tenant will have the right, during the Term, at Tenant’s sole cost and expense, to arrange for its own telecommunications services to be brought into the Building and distributed directly to the floors on which the Premises are located. If Tenant desires to contract for the provision of telecommunications services with a supplier (“Tenant’s Telecommunications Provider”) other than the supplier providing telecommunications services to the Building, Tenant shall have the right to do so. Tenant shall not be required to pay any fee to Landlord in consideration for Landlord permitting Tenant’s Telecommunications Provider to have access to the Building and the riser and shaft space thereof for such purpose, and Tenant’s Telecommunications Provider will not be charged a fee for such access as is required to provide telecommunications services exclusively to Tenant and any permitted occupants of the Premises. Tenant’s Telecommunications Provider will be permitted access to the risers of the Building in order to install Tenant’s telecommunications cabling and conduits, subject to availability of space in the risers for such purpose to the extent space therefor is available at the time Tenant requests such access. If no space shall then be available in the risers of the Building, Landlord, at Tenant’s request shall install additional risers in the Building for such purpose, and Tenant shall reimburse Landlord for its reasonable actual third party out-of-pocket costs incurred in connection therewith.

(b) Landlord and Tenant hereby acknowledge that Tenant currently maintains an internal telecommunications room within a portion of the Premises and Landlord agrees that (i) Tenant will have a right of access to any other portions of the Building outside the Premises that may contain equipment or conduits installed in connection with Tenant’s telecommunications systems (herein collectively called “Tenant’s Other Telecommunications Installations”) taking into account, however, the rights of third parties in and such other portions of the Building, and Landlord shall have the right to require Tenant to be accompanied by a representative of Landlord to the extent Landlord makes such representative reasonably available, and (ii) Tenant will have access to Tenant’s Other Telecommunications Installations on a twenty-four (24) hour per day, seven (7) day per week basis (subject to Landlord’s reasonable security and safety measures and except in emergency circumstances or during temporary shutdowns as permitted by and subject to the provisions of this lease; provided, that, such security and safety measures shall not include any requirement that Tenant be accompanied by an engineer or other Building representative designated by Landlord.

15.14. (a) Tenant shall have the right, at no additional charge to Tenant (except as otherwise expressly provided in this lease and as set forth below), to

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use (i) in common with Landlord and other tenants and occupants of the Building, the riser and shaft space in the core of the Building (herein called the “Initial Riser/Shaft Space”) for the installation of conduits, risers, telecommunications cabling and/or computer cabling or any other equipment that may be lawfully, or is currently, installed therein (herein collectively called “Tenant’s Riser/Shaft Space Equipment”) and (ii) mechanical space (herein called the “Initial Mechanical Space”) for the installation of any mechanical, electrical and ancillary equipment that may be lawfully, or is currently, installed therein (herein collectively called “Tenant’s Mechanical Equipment”). Upon Tenant’s written request, Landlord will provide to Tenant such additional riser space, shaft space and/or mechanical space that Tenant may require from time to time (herein collectively called, the “Additional Riser/Shaft/Mechanical Space”), subject to Landlord’s reasonable safety measures and compliance with any applicable Legal Requirements and provided that such Additional Riser/Shaft/Mechanical Space is available and that the provision of such Additional/Riser Shaft/Mechanical Space will not, in Landlord’s reasonable judgment, interfere with the needs of other present or future tenants or occupants of the Building or have an adverse impact on any services provided to the Building. The Initial Riser/Shaft Space, the Initial Mechanical Space and the Additional Riser/Shaft/Mechanical Space are herein collectively called the “Equipment Space,” and Tenant’s Riser/Shaft Space Equipment, Tenant’s Mechanical Equipment are herein collectively called “Tenant’s Equipment”. The installation of Tenant’s Equipment shall be performed in accordance with Article 11 hereof. Any additional mechanical space shall be provided to Tenant at no cost.

(b) For purposes of installing, servicing or repairing Tenant’s Equipment, Tenant shall have reasonable access to the Equipment Space upon prior reasonable request of Landlord. All access by Tenant to the Equipment Space shall be subject to the supervision and control of Landlord and to Landlord’s reasonable safeguards for the security and protection of the Building, the Building equipment, and installations and equipment of other tenants of the Building (or other persons) as may be located in the risers and shafts and mechanical space of the Building. To the extent that Landlord provides an engineer or other Building representative to accompany Tenant’s employees and/or contractors for the duration of Tenant’s access to the Equipment Space, Landlord shall provide such engineer or Building representative without additional charge to Tenant, provided that the services being provided by such engineer of Building representative are within the scope of services generally provided to all tenants of the Building and includible in Operating Expenses (otherwise Landlord shall be entitled to assess a reasonable additional charge not to exceed its actual out-of-pocket costs [i.e., no mark-up]) and further provided that the foregoing shall not be deemed to prohibit Landlord from including the salary of such engineer or Building representative in Operating Expenses subject to and in accordance with the provisions of Article 3.

(c) Tenant agrees that Tenant will pay for all electrical service required in connection with Tenant’s Equipment in accordance with Article 14, and Tenant further agrees that such electric service shall feed off the same supply of electrical

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energy furnished to the Premises or be separately submetered as provided in Article 14. Landlord shall not be required to supply any services to the Tenant’s Equipment Space other than (i) HVAC (to the extent same was provided to Tenant’s Equipment Space as of the expiration of the Original Term), (ii) elevator service, and (iii) electricity as provided in this Section 15.14(c).

(d) Tenant, at Tenant’s sole cost and expense, agrees to promptly and faithfully obey, observe and comply with all Legal Requirements in any manner affecting or relating to Tenant’s installation, repair, maintenance and operation of Tenant’s Equipment. Tenant, at Tenant’s sole cost and expense, shall secure and thereafter maintain all permits and licenses, if any, required for the installation and operation of Tenant’s Equipment.

(e) Tenant, at Tenant’s sole cost and expense, shall promptly repair any and all damage to the Equipment Space and to any other part of the Building caused by or resulting from the installation, maintenance and repair, operation or removal of Tenant’s Equipment and, in the event that Tenant elects (or is required, subject to the provisions of this lease) to remove any of Tenant’s Equipment prior to the expiration of the Term, Tenant shall restore all affected areas to their condition as existed prior to the installation of Tenant’s Equipment, subject to normal wear and tear and damage for which Landlord is responsible for hereunder.

15.15. Tenant shall have the right, subject to the provisions of Section 11.04, at any time and from time to time, to retain an independent contractor, which may not be an employee of Tenant, to manage and supervise the daily operation of the Premises and the facilities of the Premises and to act as Tenant’s Designated Representative (herein called “Tenant’s Premises Manager”). Landlord agrees and acknowledges that Tenant’s Premises Manager may retain, subject to the provisions of Section 11.04, employees in connection with the performance of its duties for Tenant and that the retaining by Tenant’s Premises Manager of employees shall not be deemed to decrease the obligations of Landlord under this lease.

15.16. Tenant shall have the right throughout the Term to use, in common with Landlord and other tenants of the Building, the services provided by the messenger center operated by Landlord in the area adjacent to the loading dock in the Building (herein called the “Messenger Center”; such services are herein called the “Messenger Center Services”) so long as Landlord continues to operate same. Tenant acknowledges that the Messenger Center is operated, and the Messenger Center Services are provided, by a third-party provider employed by Landlord for such purpose (herein called “Landlord’s Messenger Center Vendor”). In the event that Tenant shall require the Messenger Center Services during hours in addition to those hours during which Landlord’s Messenger Center Vendor shall operate the Messenger Center and provide the Messenger Center Services to tenants of the Building, as determined by Landlord and Landlord’s Messenger Center Vendor in their sole discretion from time to time but in no

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event less than Regular Building Service Hours (such additional hours are herein called the “Extended Messenger Center Hours”), Landlord shall use commercially reasonable efforts to cause Landlord’s Messenger Center Vendor to operate the Messenger Center and to provide the Messenger Center Services during such Extended Messenger Center Hours, provided that Landlord shall have no liability to Tenant and Tenant’s obligations to Landlord hereunder shall not be diminished in any way if Landlord is unable to obtain the agreement of Landlord’s Messenger Center Vendor to operate the Messenger Center and to provide the Messenger Center Services during such Extended Messenger Center Hours, and provided further that Tenant shall (a) pay all additional incremental actual out-of-pocket costs incurred as a result of the operation of the Messenger Center and the provision of the Messenger Center Services during such Extended Messenger Center Hours and (b) reimburse Landlord for all costs incurred by Landlord in connection with such efforts, which costs shall be payable by Tenant to Landlord as Additional Charges hereunder within thirty (30) days after demand. Landlord shall have the right to reconfigure or relocate the Messenger Center or cease providing the Messenger Center altogether, provided and on the condition that (i) in any such case, Landlord provides Tenant with not less than ninety (90) days prior notice, and (ii) the Messenger Center will not be relocated to any portion of the Building that would result in outside messengers having access to the elevators or stairways of the Building or otherwise compromise the existing level of security of the Building and the Premises that is in place as of the date that the bifurcation of the security systems as contemplated under Section 15.12(c) is completed. Notwithstanding anything herein to the contrary, Tenant may elect to operate its own messenger center within a portion of the Building lobby mutually agreed to by Landlord and Tenant, which location shall be reasonable taking into account the requirements of Tenant, and to the extent Tenant elects not to use the Messenger Center, the cost and expense incurred by Landlord in connection with operating same shall not be included in Operating Expenses.

15.17. Tenant, at Tenant’s sole cost and expense (but at no additional charge), may station one or more persons (who are either employees of Tenant and/or an independent contractor engaged by Tenant) at a reception desk in a portion of the main lobby of the Building mutually agreed to in good faith by Landlord and Tenant, which location shall be reasonable taking into account the reasonable requirements of Tenant. At all times any such persons shall be neatly attired and otherwise abide by the reasonable instructions and direction of the manager of the Building.

ARTICLE 16

Access; Signage; Name of Building

16.01. Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, and, except as otherwise provided in this lease, all of the Building, including, without limitation, exterior and atrium Building walls, core corridor walls and doors and any core corridor entrance, any

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terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, decoration and repair, are reserved to Landlord and persons authorized by Landlord, with respect to portions of the foregoing located outside the Premises.

16.02. Landlord shall have the right, and Tenant shall permit Landlord or Landlord’s agents or public utilities servicing the Building and persons authorized by Landlord to install, erect, use and maintain pipes, ducts and conduits in and through the Premises; provided that, (a) same are installed within the interior of the walls of the Premises or above Tenant’s ceiling or, if installed adjacent to the Premises or the ceiling thereof, such installations shall be, at Landlord’s cost and expense, located in boxed enclosures and appropriately furred, (b) same shall not impair Tenant’s decorations, layout or use of the Premises or diminish its space (other than a de minimis amount) or reduce its ceiling height and to the extent there is any loss of any rentable square footage, Tenant’s Fixed Rent obligation, Tenant’s Share of Operating Expenses and Taxes shall all be proportionately reduced, and (c) in performing such installation work, Landlord shall use reasonable efforts to minimize interference with Tenant’s use of the Premises without any obligation to employ overtime services unless Tenant requests same and, except as otherwise provided in this Section 16.02, reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith. Notwithstanding the provisions of this Section 16.02 to the contrary, Landlord shall be required to perform all such work during non-Regular Building Service Hours if the nature of such work is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Any damage to the Premises resulting from Landlord’s exercise of the foregoing right shall be repaired and the Premises restored to its condition prior to such damage promptly by and at the expense of Landlord.

16.03. Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass through the Premises at reasonable times to examine the same, show the Premises to actual and prospective Superior Mortgagees or investors, or prospective purchasers of the Building and their respective agents and representatives, 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. In addition, Landlord and persons authorized by Landlord shall have the right, upon reasonable advance notice, except in cases of emergency, to enter and/or pass through the Premises at reasonable times 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, (a) to make such repairs, alterations, additions and improvements in or to the Premises and/or the Building or its facilities and equipment as

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Landlord or persons authorized by Landlord, is or are required or permitted to make, and (b) to read any utility meters located therein. Landlord and such authorized persons shall be allowed to take all materials into and upon the Premises that may reasonably be required in connection therewith, without any liability to Tenant and without any reduction of Tenant’s covenants and obligations hereunder except as may be expressly provided to the contrary elsewhere in this lease; provided, however, that to the extent reasonably practicable, Landlord shall not cause or permit such materials to be stored in the Premises overnight. Notwithstanding any provision of this Article 16 to the contrary, Landlord shall be required to perform all repairs, alterations, additions and improvements as referred to in clause (a) above during non-Regular Building Service Hours if the nature of any such repair, alteration, addition or improvement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours (e.g., an electrical shutdown for the repair of a riser). Notwithstanding any of 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 (herein called “Secure Areas”).

16.04. If at any time any windows of the Premises are either temporarily darkened or obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed; provided, however, that Landlord shall not permanently darken or obstruct the windows unless required to do so by law), or if any of such windows are permanently closed, darkened or bricked-up by reason of any construction upon property adjacent to the Real Property by parties other than Landlord or any affiliate of Landlord (but unrelated to the Building) or if any part of the Building, other than the Premises, is temporarily or, if required by law, permanently closed or inoperable, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this lease unless and except as otherwise expressly provided in this lease.

16.05. 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 16.05 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, designate Secure Areas and such areas will not be made available to Landlord except in the case of an emergency.

16.06. Tenant shall have access to the Premises on a twenty-four (24) hour-per-day, seven (7) day-per-week basis subject to Articles 19 and 20 and Force Majeure.

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16.07. Tenant shall have the right, at Tenant’s sole cost and expense, to install and operate a security system (i) within the Premises, and/or (ii) outside the Premises to the extent expressly provided for in the security protocol attached to this lease as Exhibit N and below in this Section 16.07, and/or (iii) outside the Premises subject to Landlord approval, which approval shall not be unreasonably withheld, conditioned or delayed, in each case as Tenant shall determine (“Tenant’s Security System”). Landlord shall not change or modify the Building’s turnstiles or the Building-wide card key security system (as opposed to a dedicated turnstiles for any particular tenant) that is in place as of the commencement date of this lease in such a manner as to make them incompatible with the turnstiles that are dedicated to accessing the Premises. Tenant’s Security System may include, without limitation (a) the installation of proximity card readers at locations on each floor of the Premises, (b) monitoring of the elevators and/or fire stairs serving the Premises, (c) dedicated lobby desk and turnstiles, and (d) guards and/or surveillance equipment covering the exterior perimeter of the Building. Upon Tenant’s request, Landlord shall cooperate with Tenant in all reasonable respects to facilitate the use of Tenant’s Security System and the compatibility and coordination thereof with Landlord’s current security system and any modification, upgrade or replacement thereof; provided, however, that the cost of such cooperation and coordination, and any equipment required to be installed in connection therewith, shall be at Tenant’s sole cost and expense. Except with respect to Secure Areas, Tenant shall provide Landlord with a master key and/or a master card key for the Premises.

16.08. So long as the Premises consist of 1,000,000 rentable square feet or more (the “Section 16.08 Minimum Leasing Requirement”), subject to the provisions of this Section 16.08, 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 (collectively, “Signage”); provided, that, (i) Tenant shall not change or install any signage on the exterior of the Building and/or Real Property (herein collectively called “Exterior Signage”) other than to reflect the name of any entity that is a Citigroup Tenant and/or its Affiliates, (ii) if at any time the Premises consist of less than 1,250,000 rentable square feet but otherwise the Section 16.08 Minimum Leasing Requirement is satisfied, Tenant shall not change the Exterior Signage, or install any additional Exterior Signage, to reflect the name of any other entity other than Citigroup Global Markets Inc. or Citibank, N.A. or Citigroup or the name by which either of such entities may be known in the future whether as a result of a name change resulting from a merger, reorganization, reorganization, sale of assets or otherwise, including a corporate name change not involving any of the aforementioned transactions (collectively a “Citi Name”), (iii) if at any time the Section 16.08 Minimum Leasing Requirement is not satisfied, Landlord shall have the right to cause Tenant, at Tenant’s sole cost and expense, to remove any of its Exterior Signage on the façade of the Building (i.e., as opposed to, for example and without limitation, a monument sign on the exterior of the Building, which Tenant shall have the right to retain), in which case, neither Landlord, Tenant nor any other party (including other occupants of the Building)

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shall have any rights with respect to Exterior Signage on the façade of the Building. Notwithstanding any of the foregoing to the contrary, other tenants (including Tenant) of the Building (x) shall have the right to be listed on any directory in the lobby of the Building and install identifying signage on any Office Floor, or retail space, leased by such tenants, and (y) leasing in excess of 250,000 rentable square feet in the Building (the “Leasing Threshold”) shall have the right to install signage in the lobby elevator bank servicing such tenants’ premises; provided that any signage in the lobby of the Building which identifies other tenants or occupants of the Building shall not be larger or more prominent than Tenant’s lobby signage, except to the extent the rentable square footage of such tenant’s premises exceeds that of the Premises. For so long as the Section 16.08 Minimum Leasing Requirement is satisfied, the design, font, size, color, materials, finish and manner of installation of any such signage (and any signage referred to in the next sentence) shall be subject to Tenant’s prior approval, which approval shall not be unreasonably conditioned, withheld or delayed. Notwithstanding anything to the contrary contained herein, (x) if Tenant has Exterior Signage, then any other tenant of the Building that satisfies the Leasing Threshold may also be entitled to Exterior Signage (other than façade signage) identifying such tenant; provided that (i) any such other tenants’ Exterior Signage shall not be larger or more prominent than Tenant’s Exterior Signage except to the extent the rentable square footage of such tenant’s premises exceeds the Premises, and (ii) if Tenant’s Exterior Signage does not consist of a monument sign, no such other tenant shall be entitled to monument signage. 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 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. Landlord and Tenant shall promptly execute and deliver any documents as may be required in the exercise of the rights set forth in this Section 16.08.

16.09. Landlord and Tenant hereby acknowledge that the Building is currently designated and known as ***[“                    ”]***²⁰ with an address of “388 Greenwich Street, New York, New York. For so long as the Section 16.08 Minimum Leasing Requirement is met, Tenant may, without Landlord’s consent, change the name of 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); provided, that in the case the Premises consist of less than 1,250,0000 rentable square feet but the Section 16.08 Minimum Leasing Requirement is otherwise satisfied, Tenant may only change the name of the Building to

²⁰ Insert Building name, if applicable. As of the date of the Original Lease, there is no Building name.

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reflect a Citi Name. Landlord hereby agrees that, during the Term, Landlord shall not change (nor grant the right to change) the name of the Building or 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). 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 fire or other casualty in the Premises for which Landlord is required to maintain insurance or is otherwise material, 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 the operation and maintenance of the Premises and Real Property. Further, no Landlord Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of the

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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 set forth 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, that subject to the provisions of Section 9.04 and Section 35.03, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, (i) for any such damage caused by other tenants or persons in, upon or about the Building or Real Property; or (ii) even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).

18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord Party from and against any and all claims arising from or in connection with (a) the occupancy, conduct or management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord, its agents, employees or contractors) in or about the Premises during the Term; (b) any act, omission (where there is an affirmative duty to act) or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such

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Landlord Party, shall resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any Landlord Act. If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant

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shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

ARTICLE 19

Damage or Destruction

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

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building’s Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems (including, without limitation, all core Class-E devices) and other facilities of the Building (together with all

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related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire HVAC system on each floor of the Building; and (5) raised floors.

(d) the term “Essential Floor” shall mean (i) any Office Floor which, in Tenant’s reasonable judgment, is essential to the operation of Tenant’s business at the Premises, including without limitation, an Office Floor housing a computer center or management information system facility; provided, however, that in no event shall an Office Floor, such as the third (3^rd) floor of the Building, qualify as an Essential Floor merely because it houses a cafeteria, (ii) any portion of the Real Property that is reasonably necessary as a means of ingress and egress to and from all or any portion of the Premises, and (iii) mechanical areas essential to the operation of all or any portion of the Premises, whether or not such mechanical areas constitute part of the Premises.

19.02. If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this lease shall not be terminated as hereinafter provided in this Article 19), then:

(a) Landlord shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (herein called “Landlord’s Restoration Obligation”), and

(b) Tenant shall repair the damage to and restore such portion of the Leasehold Improvements on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as Tenant shall deem desirable but at a minimum shall include drop ceilings, lighting and HVAC distribution commensurate with a usable open floor plan (herein collectively called the “Improvements Restoration Work”),

which Landlord’s Restoration Obligation and Improvements Restoration Work shall be performed diligently and in a workmanlike manner. Landlord and Tenant shall each use all commercially reasonable efforts to coordinate the performance of Landlord’s Restoration Work and the Improvements Restoration in such a manner that there will not be delays (except to a de minimis extent) in the performance of Landlord’s Restoration Obligation and Tenant’s Improvements Restoration Work (e.g., in connection with the scheduling of freight elevator service).

The Improvements Restoration Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for Leasehold Improvements shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work, to the extent Tenant is to perform the same, and after the completion

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of the Improvements Restoration Work, any excess may be retained by Tenant. If this lease shall be terminated by Landlord or Tenant pursuant to this Article 19, then Tenant shall retain the proceeds of policies providing coverage for Leasehold Improvements. Tenant shall be solely responsible for (1) the amount of any deductible under the policy insuring the Leasehold Improvements and (2) the amount, if any, by which the cost of the Improvements Restoration Work exceeds the available insurance proceeds therefor.

19.03. If all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty which occurs at any time from and after the Restated Commencement Date, the Fixed Rent and the Additional Charges under Article 3 shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises for the period from the date of the damage or destruction to:

(a) the date by which Tenant, acting diligently following Landlord’s restoration of the damage to the Base Elements has or could have restored the Leasehold Improvements and Tenant’s Property and re-commenced the conduct of business from the affected portion of the Premises, or

(b) if the Premises are so damaged or destroyed that the Premises are rendered untenantable due to insufficient access to the Premises, the date on which the Premises shall be made tenantable and sufficient access thereto shall be available;

provided, however, in the case of (a) or (b) above, should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of business prior to the date that the Premises are substantially repaired or made tenantable, the Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be

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untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.04. (a) (x) If (i) the Building shall be seventy-five (75%) percent or more damaged or destroyed by fire or other casualty such that the completion of Landlord’s Restoration Obligation requires more than eighteen (18) months to complete, (ii) forty percent (40%) or more of the rentable area of the Premises shall be rendered untenantable due to damage or destruction to the Building such that the completion of Landlord’s Restoration Obligation in connection therewith requires more than eighteen (18) months to complete, (iii) the Building shall be so damaged or destroyed by fire or other casualty that Landlord’s Restoration Obligation requires the expenditure of more than forty (40%) percent of the full insurable value of the Building immediately prior to the casualty (in the case of (i), (ii) or (iii), as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord subject to Tenant’s approval, which approval Tenant shall not unreasonably withhold, condition or delay (herein called “Landlord’s Expert”) or (y) if the Premises shall be totally or substantially (i.e., for this purpose, more than fifty percent (50%)) damaged or destroyed and it would require one hundred eighty (180) days (or in the case of the last year of the Term, ninety (90) days) or more to complete Landlord’s Restoration Obligation during the last two (2) years of the Term, as same may have been extended (as estimated in any such case by Landlord’s Expert), and, if the circumstances set forth in clause (x)(i), (ii) or (iii) above have occurred, Landlord shall have terminated all other leases in the Building (or in the case Tenant is then leasing less than 1,119,752 rentable square feet in the Building, Landlord need only terminate seventy-five percent (75%) of the other leases in the Building), then in any such case Landlord may terminate this lease by giving Tenant notice to such effect (herein called “Landlord’s Casualty Termination Notice”) as soon as practicable under the circumstances and in any event within ninety (90) days after the date of the casualty, and upon the giving of such notice this lease and the term and estate hereby granted shall terminate as of the date set forth in such notice (provided, however, that if Tenant is then in occupancy of the Premises, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant’s receipt of Landlord’s termination notice, to extend the date set forth in Landlord’s termination notice to a date up to one hundred eighty (180) days after the giving of Landlord’s termination notice).

(b) (i) In the case of any damage or destruction mentioned in this Article 19, Tenant, subject to the thirty (30) day cure period set forth in the last sentence of this Section 19.04(b)(i), may terminate this lease by notice given to Landlord in accordance with the last sentence of this Section 19.04(b)(i) if Landlord shall not have completed Landlord’s Restoration Obligation on or before the Restoration Completion

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Date (as such term is hereinafter defined) or has not commenced repair and restoration of the Base Elements within one hundred fifty (150) days (or in the case of the penultimate year of the Term, ninety (90) days or in the case of the last year of the Term, forty-five (45) days) from the date of such casualty or said work is not prosecuted with reasonable diligence to its completion within eighteen (18) months after the date of such damage or destruction. Notwithstanding anything to the contrary contained herein but subject to the rent abatement provisions set forth in Section 19.03, Tenant shall not have the right to terminate this lease if (x) the Restoration Completion Date exceeds eighteen (18) months with respect only to a single Office Floor which is not an Essential Floor, (y) the Anticipated Completion Date exceeds eighteen (18) months with respect only to a single Office Floor which is not an Essential Floor or (z) Landlord fails to complete its repair and restoration obligations with respect only to a single Office Floor which is not an Essential Floor within any particular period of time, or even if it will not be possible to repair and restore such Office Floor at any time prior to the Expiration Date (in which case the rents hereunder will be adjusted to reflect the exclusion of such Office Floor from the Premises). As used herein, the term “Restoration Completion Date” shall mean the date that is eighteen (18) months from the date of such damage or destruction, subject to extension in accordance with the provisions of this Section 19.04(b)(i) and the provisions of Sections 19.04(c) and 19.09. Tenant shall have the right, at any time prior to the date on which Landlord completes its repair and restoration obligations set forth in this Article 19, to commence an expedited arbitration proceeding in accordance with the provisions of Article 37 for purposes of determining the estimated date on which Landlord shall be able to substantially complete such repair and restoration obligations (herein called the “Anticipated Completion Date”). If it is determined pursuant to such expedited arbitration that based upon Landlord’s progress the restoration could not be completed by the earlier to occur of (x) the Expiration Date and (y) the date that is thirty (30) days after the Restoration Completion Date (as the same may have theretofore been extended in accordance with the following provisions of this Section 19.04(b)(i) or the provisions of Section 19.04(c) or Section 19.09), even with the use of overtime labor, Tenant shall have the right, within thirty (30) days after such determination is made, (x) to terminate this lease in its entirety, or (y) in the case of a Smaller Premises Casualty, to terminate this lease with respect only to the Termination Space, in either case by giving notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than one hundred eighty (180) days after the giving of such notice, this lease will terminate (in whole or in part, as hereinabove set forth) as if such date were the Expiration Date specified herein unless Landlord shall complete its repair and restoration obligations set forth in this Article 19 prior to such date; provided, however, that Landlord shall elect, in its sole discretion, whether such expedited arbitration shall consider the use of overtime labor, in which event the determination in such expedited arbitration shall set forth the amounts of overtime labor assumed in connection with the rendering of such determination. If Tenant does not give such termination notice within said thirty (30) day period, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date determined in such expedited

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arbitration proceeding. Notwithstanding anything to the contrary contained herein, if any such damage or destruction shall affect twenty percent (20%) or more of the rentable area of the Premises at a time when there shall be less than two (2) years remaining in the Term, the “Restoration Completion Date” shall mean the date that is one hundred eighty (180) days (or in the case of the last year of the Term, ninety (90) days) from the date of such damage or destruction. Except as expressly provided in this Section 19.04, Tenant shall not be entitled to terminate this lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Base Elements or of the Building pursuant to this Article 19 unless Landlord fails to perform such repair or restoration on an overtime basis under circumstances where Landlord is required to do so pursuant to the next succeeding sentence. Landlord shall use all reasonable efforts to perform such repair or restoration diligently and in a workmanlike manner and in such manner as to not unreasonably interfere with Tenant’s use and occupancy of the Premises; provided, however, that: (i) Landlord shall not be required to perform such repair or restoration work on an overtime basis except to the extent that the cost of such overtime work would be covered by Landlord’s insurance, unless the notice of the Anticipated Completion Date given to Tenant pursuant to Section 19.04(c) (or the determination of the Anticipated Completion Date by an expedited arbitration as aforesaid) provides for an Anticipated Completion Date that is earlier than eighteen (18) months from the date of such damage or destruction only on the condition that all or a portion of such repair or restoration work is performed on an overtime basis (in which event Landlord shall perform such repair or restoration work or such portion thereof on an overtime basis in the amounts specified in such notice or in such expedited arbitration regardless of whether the cost thereof would by covered by such insurance) or (ii) upon Tenant’s written request and agreement to bear the incremental additional cost of same, Landlord shall perform the repair and restoration of the Base Elements on an overtime basis. In the event that Tenant becomes entitled to terminate this lease and the term and estate hereby granted pursuant to the provisions of the first sentence of this Section 19.04(b)(i), Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which Landlord completes its repair and restoration obligations set forth in this Article 19, and unless Landlord shall complete its repair and restoration obligations set forth in this Article 19 prior to the expiration of thirty (30) days from Landlord’s receipt of such notice, this lease and the term and estate hereby granted shall terminate as of such thirtieth (30th) day (or such later date set forth in such notice which shall not in any event be more than one hundred eighty (180) days after the giving of such notice) with the same force and effect as if such date were the Expiration Date specified herein.

(ii) Without limiting the rights of Tenant under Section 19.04(b)(i) to terminate the lease in its entirety, in the case that less than twenty-five (25%) percent of the rentable area of the Premises shall be rendered untenantable (as determined in accordance with Section 19.03) due to damage or destruction to the Building (herein called a “Smaller Premises Casualty” and the portion of the Premises

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so rendered untenantable being herein called the “Smaller Damaged Space”), Tenant may terminate this lease with respect only to all or a portion of the Smaller Damaged Space, on a full floor-by-floor basis with respect only to floors which have been rendered untenantable, by notice given to Landlord in accordance with the last sentence of Section 19.04(b)(i) specifying the portion of the Smaller Damaged Space with respect to which Tenant wishes to terminate this lease (herein called the “Termination Space”) if Landlord shall not have completed Landlord’s Restoration Obligation in connection therewith on or before the Restoration Completion Date; provided, however, that Tenant shall not have the right to terminate this lease with respect to the Termination Space if Landlord shall have completed Landlord’s Restoration Obligation with respect to seventy-five (75%) percent or more of the Termination Space and shall be acting diligently to complete Landlord’s Restoration Obligation with respect to the remainder of the Termination Space.

(iii) If Tenant shall elect to terminate this lease with respect to less than the entire Premises in accordance with the provisions of Section 19.04(b)(ii), commencing on the day following the expiration date of this lease with respect to the portion of the Premises so terminated: (i) the Fixed Rent shall be appropriately reduced and (ii) subject Tenant’s Share shall be reduced to represent a fraction, the numerator of which is the number of rentable square feet remaining in the Premises and the denominator of which shall be 1,869,752.

(c) Within fifteen (15) Business Days after the occurrence of any damage or destruction mentioned in this Article 19, Landlord shall notify Tenant as to the party Landlord desires to designate as Landlord’s Expert (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. Within forty-five (45) days following the designation of Landlord’s Expert as agreed to (or deemed agreed to) by Landlord and Tenant, Landlord shall give Tenant a notice (herein called the “Expert’s Notice”) prepared by a reputable contractor, registered architect or licensed professional engineer designated by Landlord’s Expert, setting forth the date which it estimates as the Anticipated Completion Date (which notice shall, at Landlord’s sole election, state whether and to what extent such estimate requires the repair or restoration work to be performed on an overtime basis). If Landlord shall fail to timely deliver either an Expert Designation Notice or such notice of the Anticipated Completion Date and such failure shall continue for ten (10) Business Days after Landlord’s receipt of written notice from Tenant making specific reference to the right of Tenant contained in this sentence and if Landlord fails to deliver the Expert Designation Notice or notice of the

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Anticipated Completion Date prior to the expiration of such ten (10) Business Day period, or if the Anticipated Completion Date shall be after the earlier to occur of (x) the date that eighteen (18) months prior to the Expiration Date and (y) the date that is thirty (30) days after the Restoration Completion Date, Tenant shall have the right, within sixty (60) days after the notice of the Anticipated Completion Date has failed to be delivered or is given, as applicable, to (x) terminate this lease in its entirety, or (y) in the case of a Smaller Premises Casualty, to terminate this lease with respect only to the Termination Space, in either case, by giving notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (in whole or in part, as hereinabove set forth) as if such date were the Expiration Date specified herein. If Tenant does not give such termination notice within said sixty (60) day period, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date set forth in Landlord’s notice. Unless Landlord fails to perform such restoration on an overtime basis under circumstances where Landlord is required to do so as provided in Section 19.04(b), in no event shall Landlord be liable to Tenant in the event the restoration is not completed on the Anticipated Completion Date and Tenant’s sole remedy shall be the termination right herein provided.

(d) Any contracts entered into by Landlord for the performance of Landlord’s repair and restoration obligations pursuant to this Article 19 shall require the contractor(s) thereunder to complete such repair and restoration work on or prior to the Anticipated Completion Date and to perform such work on an overtime basis if and to the extent necessary to complete same on or prior to the Anticipated Completion Date as specifically stated in an Expert’s Notice or a determination of the Anticipated Completion Date by expedited arbitration in accordance with the provisions of Article 37.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Landlord will not carry insurance of any kind on Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage

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to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

19.09. The provisions of Section 35.04 hereof regarding Force Majeure Causes shall have no applicability to the provisions of this Article 19; provided, however, that the Restoration Completion Date (and the Anticipated Completion Date set forth in an Expert’s Notice, but only if such Expert’s Notice specifies an anticipated time period with respect to an instance of Contractor Force Majeure then in effect and known by Landlord’s Expert) may be extended by one day for each day (not to exceed sixty (60) days in the aggregate) that, for reasons outside of Landlord’s control (it being understood that Landlord’s failure to pay or perform shall not give rise to a Contractor Force Majeure), the contractors retained to complete Landlord’s Restoration Obligation under this Article 19 are delayed in the completion of Landlord’s Restoration Obligation by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water (herein called “Contractor Force Majeure”).

ARTICLE 20

Eminent Domain

20.01. If the whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date.

20.02. If more than fifty (50%) percent of the Building shall be so taken, this lease shall be unaffected by such taking, except that (a) Landlord may, at its option, provided that Landlord shall terminate leases of no less than seventy-five (75%) percent of the office space then leased to tenants in the Building other than office space occupied by Landlord and its affiliates upon which the effect of such taking shall have been substantially similar to the effect of same upon the Premises, terminate this lease by giving Tenant notice to that effect within sixty (60) days after the Date of the Taking, and

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(b) if twenty (20%) percent or more of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, or if permanent access to the Premises or the Building shall be taken, Tenant may terminate this lease by giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This lease shall terminate on the date set forth in such notice from Landlord or Tenant to the other, which date shall be no less than sixty (60) nor more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking; provided, however, if Tenant is then in occupancy of the Premises, subject to any and all Legal Requirements, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant’s receipt of Landlord’s termination notice, to extend the date set forth in Landlord’s termination notice to a date up to one hundred eighty (180) days after the giving of Landlord’s termination notice. Upon such partial taking and this lease continuing in force as to any part of the Premises, the Fixed Rent and Additional Charges shall be adjusted according to the rentable area remaining.

20.03. Landlord shall be entitled to receive the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord all of its right, title and interest in and to every such award or payment; provided, however, that Tenant shall have the right to make a claim (which shall be a separate claim if permitted by applicable law) for the value of Tenant’s moving expenses, for any “Landlord Reimbursement Amounts” (as such term is defined in the Original Lease), the payment of which is triggered as a result of the termination of this lease with respect to all or a portion of the Premises as a result of such taking, and for any of Tenant’s Property and any of Tenant’s furniture, fixtures and equipment taken and, if the provisions of Section 20.05 apply, for the cost of Tenant’s restoration obligations thereunder.

20.04. (a) If the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose during the Term, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and Tenant’s furniture, fixtures and equipment (except to the extent of the unamortized balance of the amount of any allowance or credit therefor granted by Landlord), and for moving expenses, and, if the provisions of Section 20.05 hereof apply, for Landlord’s property that Tenant is required to restore, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. Tenant shall have the right to participate in any proceeding to the extent such proceeding may affect the amount of the award or payment that Tenant may be entitled to receive pursuant to this Section 20.04 and Landlord shall cooperate with Tenant to the

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extent necessary. Except as otherwise set forth in this Section 20.04, this lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due; provided, however, in no event shall Tenant be responsible for the acts or omissions of the taking entity (or any successor, assignee or designee), including, without limitation, charges for extra services and/or overtime services provided to any of such parties. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder.

(b) If the period of any taking of the temporary use and occupancy of fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises (a “Temporary Taking Period”) shall exceed eighteen (18) months, Tenant may terminate this lease with respect to (x) the portion of the entire Premises so taken, (y) the entirety of any Office Floor all or part of which was taken or (z) the entirety of the Premises, as the case may be. In the event that Tenant becomes entitled to terminate this lease in whole or in part pursuant to the preceding sentence, Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which the Temporary Taking Period ends, and unless the Temporary Taking Period shall end prior to the expiration of thirty (30) days from Tenant’s giving of such notice, this lease and the term and estate hereby granted (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof.

(c) In the event that it shall be determined or the parties shall receive notice that the Temporary Taking Period with respect to fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises is expected to exceed the shorter of (x) eighteen (18) months and (y) the remainder of the term of this lease (as the same may have theretofore been extended in accordance with Article 36), Tenant shall have the right, within sixty (60) days after the date of such determination or notice, as applicable, to terminate this lease with respect to (i) the portion the entire Premises so taken, (ii) the entirety of any Office Floor all or a part of which was taken or (iii) the entirety of the Premises, as the case may be, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (with

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respect to the entire Premises or the portion thereof designated in Tenant’s notice) as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof.

(d) In the event of a taking of less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises and (b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant’s option, to repair all or such portions of Tenant’s Property as Tenant may elect to repair and (ii) to perform the Improvements Restoration Work.

20.05. The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of this Article 20, and in no event will any of the time periods set forth in this Article 20 be extended as the result of Force Majeure Causes.

ARTICLE 21

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record (the “Recorded Agreements”) set forth on Schedule 2 or permitted under Article 33 or otherwise consented to by Landlord, and Tenant shall remove all of Tenant’s Property and any Specialty Alterations designated by Landlord in accordance with, and except as otherwise provided in, Section 12.03. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals

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or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

21.04. In the event that during the Term, Tenant has changed the Certificate of Occupancy as permitted under Section 2.02(b) such that the Premises may no longer be used for office use and Landlord elects to restore the Certificate of Occupancy to provide for the same, Tenant shall reimburse Landlord for all reasonable third party out-of-pocket costs and expenses, including reasonable attorneys fees, incurred by Landlord in connection with restoring the Certificate of Occupancy to permit office use and the performance of any work required in connection therewith.

ARTICLE 22

Conditions of Limitation

22.01. This lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code (herein called the “Bankruptcy Code”) or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then Landlord (a) if such event occurs without the acquiescence of Tenant at any time after the event continues for one hundred eighty (180) days, or (b) in any other case at any time after such event continues for sixty (60) days after written notice thereof has been given by Landlord to Tenant, may give Tenant a notice of intention to end the Term at the expiration of ten (10) days from the date of service of such notice of intention to Tenant, and upon the expiration of said ten (10) day period this lease and the term and estate

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hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the expiration date of this lease, but Tenant shall remain liable for damages as provided in Article 24.

22.02. This lease and the term and estate hereby granted are subject to the further limitations that:

(a) if Tenant shall default in the payment of any Fixed Rent or Additional Charges and such failure continues for (i) in the case of Fixed Rent, three (3) Business Days after written notice thereof has been given to Tenant, and (ii) in the case of Additional Charges, ten (10) Business Days after written notice of such continued failure has been given to Tenant, or

(b) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this lease (other than a default in the payment of Fixed Rent or Additional Charges) and such default shall continue and not be remedied within thirty (30) days after Landlord shall have given to Tenant a written notice specifying the same; provided, that, in the case of a default which cannot with due diligence be cured prior to the expiration of such thirty (30) day period, if Tenant shall not (A) prior to the expiration of such thirty (30) day period advise Landlord of its intention to take all steps reasonably necessary to remedy such default, (B) duly commence prior to the expiration of such thirty (30) day period, and thereafter diligently prosecute to completion, all steps reasonably necessary to remedy the default and (C) complete such remedy within a reasonable time after the date of said notice of Landlord, or

(c) if any event shall occur or any contingency shall arise whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 7 and such event or contingency shall not be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after the occurrence of such event or contingency,

then in any of said cases Landlord may give to Tenant a notice of intention to end the Term at the expiration of ten (10) Business Days from the date of the service of such notice of intention, and upon the expiration of said ten (10) Business Days this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this lease, but Tenant shall remain liable for damages as provided in Article 24. All notices given to Tenant under this Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

22.03. (a) If Tenant shall have assigned its interest in this lease, and this lease shall thereafter be disaffirmed or rejected in any proceeding under the

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Bankruptcy Code or under the provisions of any Federal, state or foreign law of like import, or in the event of termination of this lease by reason of any such proceeding, the assignor or any of its predecessors in interest under this lease, upon request of Landlord given within ninety (90) days after such disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent and Additional Charges then due and payable to Landlord under this lease to and including the date of such disaffirmance or rejection and (b) enter into a new lease as lessee with Landlord of the Premises for a term commencing on the effective date of such disaffirmance or rejection and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Charges and upon the then executory terms, covenants and conditions as are contained in this lease, except that (i) the rights of the lessee under the new lease, shall be subject to any possessory rights of the assignee in question under this lease and any rights of persons claiming through or under such assignee, (ii) such new lease shall require all defaults existing under this lease to be cured by the lessee with reasonable diligence, and (iii) such new lease shall require the lessee to pay all Additional Charges which, had this lease not been disaffirmed or rejected, would have become due after the effective date of such disaffirmance or rejection with respect to any prior period. If the assignor given such notice shall fail or refuse to enter into the new lease within ten (10) days after Landlord’s request to do so, then in addition to all other rights and remedies by reason of such default, under this lease, at law or in equity, Landlord shall have the same rights and remedies against the lessee as if the lessee had entered into such new lease and such new lease had thereafter been terminated (without any defense, counterclaim set-off or off-set except to the extent provided in this lease) at the beginning of its term by reason of the default of the lessee thereunder.

(b) If pursuant to the Bankruptcy Code Tenant is permitted to assign this lease in disregard of the restrictions contained in Article 7 (or if this lease shall be assumed by a trustee), the trustee or assignee shall cure any default under this lease and shall provide adequate assurance of future performance by the trustee or assignee including (i) of the source of payment of rent and performance of other obligations under this lease and (ii) that the use of the Premises shall in no way diminish the reputation of the Building as a first-class office building or impose any additional burden upon the Building or increase the services to be provided by Landlord. If all defaults are not cured and such adequate assurance is not provided within sixty (60) days after there has been an order for relief under the Bankruptcy Code, then this lease shall be deemed rejected, Tenant or any other person in possession shall vacate the Premises, and Landlord shall be entitled to retain any rent or security deposit previously received from Tenant and shall have no further liability to Tenant or any person claiming through Tenant or any trustee. If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any person, including, without limitation, any individual, partnership or corporate entity, who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (1) the name and address of such

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person, (2) all of the terms and conditions of such offer, and (3) the adequate assurance to be provided Landlord to assure such person’s future performance under this lease, including, without limitation, the assurances referred to in Title 11 U.S.C. Section 365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this lease.

ARTICLE 23

Reentry by Landlord

23.01. If this lease shall terminate as provided in Article 22, Landlord or Landlord’s agents and employees may immediately or at any time thereafter reenter the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, or otherwise as permitted by law (but in no event by forcible entry), without being liable to indictment, prosecution or damages therefor (except to the extent resulting from Landlord’s negligence or willful misconduct), and may repossess the same, and may remove any person therefrom, to the end that Landlord may have, hold and enjoy the Premises. The word “reenter,” as used herein, is not restricted to its technical legal meaning. If this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this Article, 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, Tenant shall thereupon pay to Landlord the Fixed Rent and any and all Additional Charges payable up to the time of such termination of this lease (including without limitation any such Additional Charges payable pursuant to Section 24.05 and Article 27), or of such recovery of possession of the Premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 24.

23.02. In the event of a breach or threatened breach by Tenant of any of its obligations under this lease, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort hereunder are cumulative and are not

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intended to be exclusive of any other remedies to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein. In the event of a breach or threatened breach by Landlord of any of its obligations under this lease, Tenant shall have the right of injunction in addition to any other remedy which may be available to Tenant hereunder, allowed at law or in equity. The remedies to which Tenant may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Tenant may lawfully be entitled at any time and Tenant may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.

23.03. If this lease shall terminate under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this 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, Landlord shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent or Additional Charges due from Tenant at the time of such termination or reentry or, at Landlord’s option, against any damages payable by Tenant under Article 24 or pursuant to law, with the balance, if any, to be promptly refunded to Tenant.

ARTICLE 24

Damages

24.01. If this lease is terminated under the provisions of Article 22, or if 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, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(a) a sum which at the time of such termination of this lease or at the time of any such reentry by Landlord, as the case may be, represents the then value of the excess, if any (assuming a discount at a rate per annum equal to the interest rate then applicable to United States Treasury Bonds having a term which most closely approximates the period commencing on the date that this lease is so terminated, or the date on which Landlord re-enters the Premises, as the case may be, and ending on the date on which this lease was scheduled to expire but for such termination or reentry), of (i) the aggregate amount of the Fixed Rent and the Additional Charges under Article 3 which would have been payable by Tenant (conclusively presuming the average monthly Additional Charges under Article 3 to be the same as were payable for the last twelve (12) calendar months, or if less than twelve (12) calendar months have then elapsed since the Commencement Date, all of the calendar months immediately preceding such

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termination or reentry) for the period commencing with such earlier termination of this lease or the date of any such reentry, as the case may be, and ending with the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23, over (ii) the aggregate fair market rental value of the Premises for the same period, or

(b) sums equal to the Fixed Rent and the Additional Charges under Article 3 which would have been payable by Tenant had this lease not so terminated, or had Landlord not so reentered the Premises, payable upon the due dates therefor specified herein following such termination or such reentry and until the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23; provided, however, that if Landlord shall relet the Premises during said period, or receive any other income or consideration in connection with the use or occupancy of the Premises or otherwise deriving therefrom (including without limitation through the receipt of insurance or condemnation proceeds), Landlord shall credit Tenant with the net rents received by Landlord from such reletting (or the net amounts of such other income or consideration), such net rents and other amounts to be determined by first deducting from the gross rents from such reletting (or the gross amounts of such other income or consideration) as and when received by Landlord the reasonable and actual expenses incurred or paid by Landlord in terminating this lease or in reentering the Premises and in securing possession thereof, as well as the reasonable and actual expenses of reletting (including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, reasonable legal fees, and all other customary and reasonable expenses properly chargeable against the Premises and the rental therefrom) or of realizing such other income or consideration, it being understood that any such reletting may be for a period shorter or longer than the remaining Term, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23; but in no event shall Tenant be entitled to receive any excess of such net rents or other amounts over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision to a credit in respect of any net rents from a reletting or any net amounts of such other income or consideration, except to the extent that such net rents or other amounts are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the rent received from such reletting and of the expenses of reletting.

If the Premises or any part thereof be relet by Landlord for the unexpired portion of the Term, or any part thereof, before presentation of proof of such damages to any court,

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commission or tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Premises, or part thereof, so relet during the term of the reletting, provided that such reletting shall constitute a bona-fide arm’s-length third party transaction. Notwithstanding anything to the contrary contained in this lease, Landlord shall not be liable in any way whatsoever for its failure to relet the Premises or any part thereof, or if the Premises or any part thereof are relet, for its failure to collect the rent under such reletting, and no such failure to relet or failure to collect rent shall release or affect Tenant’s liability for damages or otherwise under this lease.

If Landlord or any Affiliate of Landlord shall use or occupy the Premises or any portion thereof following the termination of this lease under the provisions of Article 22, the damages payable by Tenant pursuant to paragraph (b) above shall be reduced by the fair market rental value of the Premises or such portion thereof that is so occupied by Landlord or its Affiliate (or by the excess, if any, of such fair market rental value over the amounts, if any, actually paid by Landlord or such Affiliate in connection with such use or occupancy).

24.02. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it had not been so terminated under the provisions of Article 22, or had Landlord not reentered the Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to limit or prejudice the right of Landlord to prove for and obtain as damages by reason of the termination of this lease or reentry on the Premises for the default of Tenant under this lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater than any of the sums referred to in Section 24.01. Except as otherwise expressly set forth in this lease, Landlord shall not be liable to Tenant, and Tenant shall not be liable to Landlord, for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages to Landlord for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises), even if arising from any act, omission or negligence of such party or from the breach by such party of its obligations under this lease. Subject to Section 9.04, the foregoing shall not limit the recovery of either party under an indemnity in respect of third party claims (excluding for the avoidance of doubts, claims of the respective parties Affiliates).

24.03. [Intentionally Omitted]

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24.04. In addition, if this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of Article 23, Tenant agrees that:

(a) the Premises then shall be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration of the term hereof;

(b) Tenant shall have performed prior to any such termination any covenant of Tenant contained in this lease for the making of any Alterations or for restoring or rebuilding the Premises or any part thereof; and

(c) for the breach of any covenant of Tenant set forth above in this Section 24.04, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay, as and for liquidated damages therefor, the cost of performing such covenant (as estimated by a reputable independent contractor selected by Landlord).

24.05. In addition to any other remedies Landlord may have under this lease, and without reducing or adversely affecting any of Landlord’s rights and remedies under Article 22, if any installment of Fixed Rent or of any Additional Charges payable hereunder by Tenant to Landlord is not paid (x) in the case of Fixed Rent, on or prior to the due date thereof, or (y) in the case of Additional Charges payable to Landlord within five (5) Business Days after the due date thereof, the same shall bear interest at the Interest Rate from the due date thereof until paid, and the amount of such interest shall be an Additional Charge hereunder; provided, that, if for the month in which there is an increase in Fixed Rent pursuant to Section 1.04(a), Tenant fails to pay the adjusted amount of Fixed Rent (but pays at least the amount of Fixed Rent for the immediately preceding month), interest under this Section 24.05 shall not accrue unless Tenant fails to pay the amount of such shortfall within seven (7) Business Days after receiving notice thereof from Landlord, and if Tenant fails to pay such shortfall within said seven (7) Business Day period, interest shall accrue only on the amount of such shortfall from the day Fixed Rent was first due and payable until the date such shortfall is paid. Landlord shall provide Tenant with notice of any failure of Tenant to pay Fixed Rent and/or Additional Charges; it being understood and agreed that the delivery of any such notice shall not be a condition to the imposition of interest pursuant to this Section 24.05. For the purposes of this Section 24.05, a rent bill sent by first class mail, to the address to which notices are to be given under this lease, shall be deemed a proper demand for the payment of the amounts set forth therein but no such demand shall be required as a condition to the payment thereof. To the extent that Tenant is required under this lease to make any payments directly to third parties on behalf of Landlord, Tenant shall be responsible for any late charges or interest imposed by such third parties in the event that Tenant does not make such payments in a timely manner.

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ARTICLE 25

Affirmative Waivers

25.01. Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or future law, to redeem the Premises or to have a continuance of this lease after being dispossessed or ejected therefrom by process of law or under the terms of this lease or after the termination of this lease as provided in this lease.

25.02. If Tenant shall be in default, after the expiration of any applicable notice and grace periods, in the payment of Fixed Rent or Additional Charges, Tenant waives Tenant’s right, if any, to designate the items to which any payments made by Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items which any such payments shall be credited.

25.03. Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, including, without limitation, any claim of injury or damage, and any emergency and other statutory remedy with respect thereto.

25.04. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Landlord to recover possession of the Premises (other than compulsory counterclaims), provided that nothing herein shall be deemed to preclude Tenant from bringing a separate action for any claim that Tenant may have hereunder.

ARTICLE 26

No Waivers

26.01. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this lease or of the right to exercise such election, and such right to insist upon strict performance shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord or tender by Tenant of

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Fixed Rent or partial payments thereof or Additional Charges or partial payments thereof with knowledge of breach by Tenant or Landlord, as the case may be, of any obligation of this lease shall not be deemed a waiver of such breach.

26.02. If there be any agreement between Landlord and Tenant providing for the cancellation of this lease upon certain provisions or contingencies and/or an agreement for the renewal hereof at the expiration of the term, the right to such renewal or the execution of a renewal agreement between Landlord and Tenant prior to the expiration of the term shall not be considered an extension thereof or a vested right in Tenant to such further term so as to prevent Landlord from canceling this lease and any such extension thereof during the remainder of the original term; such privilege, if and when so exercised by Landlord, shall cancel and terminate this lease and any such renewal or extension; any right herein contained on the part of Landlord to cancel this lease shall continue during any extension or renewal hereof; any option on the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any option for a further extension beyond the first renewal or extended term, unless such additional options are expressly provided for herein.

ARTICLE 27

Curing Tenant’s Defaults

27.01. If Tenant shall default in the performance of any of Tenant’s obligations under this lease and such default continues after written notice (which notice may be oral in the case of an emergency that posses an imminent threat to the safety of persons or significant damage to Premises) and the expiration of the applicable grace period (or in the event of an emergency, a reasonable time under the circumstances), if any, Landlord or any Superior Mortgagee without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant (provided such expense is commercially reasonable). If Landlord effects such cure by bonding any lien which Tenant is required to bond, Tenant shall obtain and substitute a bond for Landlord’s bond at its sole cost and expense and reimburse Landlord for the commercially reasonable cost of Landlord’s bond.

27.02. Bills for any reasonable actual out-of-pocket expenses incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable actual out-of-pocket costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder, under or in connection with this lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon

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the expiration or sooner termination of this lease, and interest on all sums advanced by Landlord under this Section 27.02 and/or Section 27.01 (at the Interest Rate or the maximum rate permitted by law, whichever is less) may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable (as Additional Charges) in accordance with the terms of such bills, but not sooner than thirty (30) days after the rendering of such bills, together with reasonable documentation with respect to such expenses. Notwithstanding anything to the contrary contained in this Section, Tenant shall have no obligation to pay the costs, expenses or disbursements of Landlord in any proceeding in which there shall have been rendered a final judgment against Landlord, and the time for appealing such final judgment shall have expired (the “Appeal Deadline”) and within thirty (30) days following the Appeal Deadline, Landlord shall reimburse to Tenant any amounts on account thereof that were previously paid by Tenant to any such party together with interest thereon at the Base Rate calculated from the date such amounts were paid by Tenant until the date on which Tenant is so reimbursed in full.

ARTICLE 28

Broker

28.01 Landlord and Tenant each covenant, warrant and represent that, except for Citigroup Global Markets Inc. and Cushman & Wakefield, Inc. (collectively, “Broker”), no broker was instrumental in bringing about or consummating this lease and that it had no conversations or negotiations with any broker concerning the leasing of the Premises to Tenant. Tenant agrees to indemnify and hold harmless Landlord against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of any conversations or negotiations had by Tenant with any broker (including Broker). Landlord agrees to indemnify and hold harmless Tenant against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of conversations or negotiations had by Landlord with any broker other than Broker. Tenant hereby represents that Broker is not entitled to any commission in connection with this lease. The provisions of this Article 28 shall survive the expiration or earlier termination of this Lease.

ARTICLE 29

Notices

29.01. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made by either party to this lease or pursuant to any applicable law or requirement of public authority (collectively,

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“notices”) shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed as follows:

If to Landlord as follows:

388 Realty Owner, LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: Chief Legal Officer

with copies to:

388 Realty Owner, LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: General Counsel – Real Property

and

SITQ Greenwich LP

Centre CDP Capital

1001, Square Victoria

Bureau C-200

Montreal (Quebec) H2Z 2B1

Canada

Attention: President

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attn: Jonathan L. Mechanic, Esq

If to Tenant as follows:

Citigroup Global Markets Inc.

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c/o Citi Realty Services

Northeast Region

2 Court Square, 4th Floor

Long Island City, NY 11120

Attn: Director of Real Estate

with copies to:

Citigroup Inc.

Corporate Law Department

125 Broad Street, 7^th Floor

New York, New York 10004

Attn: Assistant General Counsel of Real Estate

and

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attn: Thomas Welsh, Senior Vice President

and

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attn: Gus Gollisz, Senior Vice President

and

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

Attn: David M. Brooks, Esq.

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third (3^rd) Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Either party may, by notice as aforesaid, designate a different address or addresses for notices intended for it. Rent bills may be given by ordinary mail to Tenant’s first address above only, or to such other

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address as Tenant shall specify. Tenant may send proofs of payment of Additional Charges by ordinary mail to Landlord’s first address above only, or to such other address as Landlord shall specify.

29.02. Notices hereunder from Landlord may be given by Landlord’s managing agent, if one exists, or by Landlord’s attorney. Notices hereunder from Tenant may be given by Tenant’s attorney.

29.03. In addition to the foregoing, Landlord or Tenant may, from time to time, request in writing that the other party serve a copy of any notice on one other person or entity designated in such request, and Landlord shall also have the right to request in writing that Tenant serve a copy of any notice on any Superior Mortgagee, such service in any case to be effected as provided in Section 29.01 or 29.02.

29.04. All notices given by Landlord under Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

29.05. All notices given by Tenant claiming any right to terminate this Lease shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A TERMINATION NOTICE” as a condition to the effectiveness thereof

ARTICLE 30

Estoppel Certificates

30.01. Each party agrees, at any time and from time to time, as requested by the other party with not less than ten (10) Business Days’ prior notice, to execute and deliver to the other a statement in the form annexed hereto as Exhibit Q-1 (with such other information concerning this lease as Landlord or any Superior Mortgagee may reasonably request), in the case of a statement to be delivered by Tenant, and in the form annexed hereto as Exhibit Q-2 (with such other information concerning this lease as Tenant may reasonably request), in the case of a statement to be delivered by Landlord, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certificate and by others with whom such party may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to the party giving such statement being estopped from contradicting any of the statements made in such certificate.

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ARTICLE 31

Memorandum of Lease

31.01. Tenant shall not record this lease, but Landlord hereby acknowledges that contemporaneous with the execution and delivery of the Original Lease, a statutory form of memorandum with respect to this lease pursuant to the provisions of Section 291-C of the Real Property Law of the State of New York was submitted for recording. The parties hereto further acknowledge that contemporaneous with the execution and delivery of the Original Lease, Tenant delivered to Landlord’s attorney’s, Fried, Frank, Harris, Shriver & Jacobson LLP(the “Escrow Agent”), as escrow agent pursuant to escrow arrangements mutually satisfactory to the parties thereto, an executed and notarized release of the memorandum of lease, in form attached hereto as Exhibit R-2, and approved by the Escrow Agent as being in proper form to effectuate a release of the memorandum of record. Such release shall be held in escrow by the Escrow Agent until the expiration of the Term (the “Escrowed Release”). An assignee of Tenant pursuant to Article 7 shall deliver to Escrow Agent a replacement of the Escrowed Release executed and notarized by such assignee. If, due to changes in applicable Legal Requirements, modifications are required to be made to the Escrowed Release then in escrow in order to effectuate a release of the memorandum following the Term, upon the request of Landlord, Tenant shall execute and deliver to the Escrow Agent a replacement Escrowed Release. Following the expiration of the Term, Landlord shall provide Escrow Agent with notice of such expiration and the Escrowed Release shall be delivered to Landlord for recordation. Notwithstanding the foregoing, in the event supplemental or additional documentation (including, without limitation, transfer tax forms) is required in order to remove the memorandum of record at the end of the Term, Tenant shall execute and deliver such supplemental or additional documentation as may be reasonable requested by Landlord, in each case in form and substance mutually satisfactory to the parties.

ARTICLE 32

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the

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parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith. In furtherance of the foregoing, Tenant acknowledges that it has been the lessee of the Real Property immediately prior to the commencement of the Term and that it is fully familiar with the Premises and the Real Property and agrees that as to any pre-existing condition that is the responsibility of Landlord hereunder to cure but that was the responsibility of Tenant to cure during the term of the Original Lease pursuant to the terms thereof, Landlord may cure the same and Tenant shall reimburse Landlord for the reasonable third party actual out-of-pocket costs and expenses incurred by Landlord in effecting such cure within thirty (30) days after demand therefor (which demand must be accompanied by documentation that reasonably evidences such expenditures). Any dispute by Landlord and Tenant with respect to the subject matter of the preceding sentence may be resolved by expedited arbitration pursuant to Article 37 hereof.

ARTICLE 33

Easements

33.01. So long as Tenant is a Citigroup Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the operation of the Real Property, which purposes may include, without limitation, (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) providing ingress and egress between the Real Property and the land and building located at 390 Greenwich Street, New York, New York (the “Adjacent Parcel”), and/or (iii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the Adjacent Parcel and/or (iv) Cogeneration Procurement so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements pursuant to their terms terminate on the Expiration Date or earlier termination of this lease (c) any such easement and agreement do not materially adversely affect Landlord’s ability to operate a multi-tenant Building under the Amended and Restated Lease or (d) any such easements and agreements do not adversely affect Landlord’s ability to sell or finance Landlord’s interest in the Real Property, and (e) in the case of clause (ii), the Adjacent Parcel is owned, controlled or occupied by Named Tenant or any of its Affiliates, and Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall use commercially reasonable efforts to cause any Superior Mortgagee to recognize same as part of any Superior Mortgage SNDA Agreement; it being understood and agreed that notwithstanding

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anything to the contrary contained herein, the recognition of, and non-disturbance of Tenant’s rights under, the Reciprocal Easement Agreement (as such term is defined in the Original Lease) under a Superior Mortgage SNDA Agreement is as a condition to the subordination of the Reciprocal Easement Agreement to any such Superior Mortgage. Landlord hereby approves the Cable Interconnect between the Building and Adjacent Parcel as more particularly set forth in Exhibit P attached hereto. Any such aforementioned easement or other agreement, including the Reciprocal Easement Agreement, shall be subject and subordinate to this lease, and Tenant, subject to the terms of such easement or other agreement, agrees to perform or cause to be performed, all of its obligations thereunder subject to and in accordance with the terms thereof; it being understood and agreed that Tenant shall not be deemed in default of the foregoing if Tenant shall be disputing the validity of any such obligation. Landlord acknowledges that Tenant has been delegated with all the rights of Landlord under the Reciprocal Easement Agreement, and Tenant acknowledges that Tenant is responsible for all obligations thereunder, subject to and in accordance with the terms thereof arising during the Term.

ARTICLE 34

Holdover

34.01. (a) In the event this lease is not renewed or extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration of the Term (it being agreed that Tenant shall not be deemed holding over by the mere fact that Tenant’s Property remains in the Premises after the expiration of the Term), the parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the term shall be a tenancy at will commencing on the first day after the expiration of the Term, which tenancy shall be upon all of the terms set forth in this lease except Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying one-twelfth of the Fixed Rent payable by Tenant during the last year of the Term (i.e., the year immediately prior to the holdover period) prorated for any partial month on a per diem basis, by (ii) one hundred twenty-five (125%) percent for the first thirty (30) days of such holdover, one hundred fifty (150%) percent for the next thirty (30) days of such holdover, and one hundred seventy-five (175%) percent thereafter. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the Term, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above.

(b) Notwithstanding anything to the contrary contained in this lease, the acceptance of any rent paid by Tenant pursuant to Section 34.01(a) shall not

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preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding, or from collecting any amounts (including, without limitation, reasonable counsel fees) payable by Tenant pursuant to Section 27.02 in connection with any such holdover or summary eviction proceeding, and the preceding sentence shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 223-c of the Real Property Law of the State of New York but in no event shall Tenant be responsible to Landlord for any monetary damages, including, without limitation, any consequential, punitive, special or speculative damages of any kind, lost profits or like damages alleged to have occurred as a result of any breach of this Lease, if any, suffered by Landlord by reason of the Tenant’s holdover in the Premises.

34.02. Notwithstanding anything to the contrary contained herein, in the event that:

(a) Landlord shall enter into one or more (i) leases for all or any portion of the Premises portion of the Premises or (ii) letters of intent with respect to all or a portion of the Premises which either (x) is for a term that is scheduled to commence within one hundred twenty (120) days after the Expiration Date or (y) is for a term that is scheduled to commence within twelve (12) months after the Expiration Date and which requires Landlord to perform any material demolition, tenant improvement work or any other material work as a precondition to the commencement of such term (any such lease is herein called a “Qualifying Lease”), and

(b) Landlord shall give Tenant written notice of any such Qualifying Lease(s)f (herein called a “Qualifying Lease Notice”), which Qualifying Lease Notice may be given at any time prior to, or if Tenant has held-over or remains in possession of any portion of the Premises following, the Expiration Date and shall describe the premises leased pursuant to such Qualifying Lease, and

(c) Tenant shall hold-over or remain in possession of any portion of the Premises beyond the date which is one hundred twenty (120) days following the later of (x) the Expiration Date or (y) the date on which Landlord shall have given such Qualifying Lease Notice to Tenant,

then, in such event, Tenant shall be subject to all losses, injuries and damages incurred by Landlord arising out of any new leases or lost opportunities by Landlord to re-let all or any part of the Premises covered by a Qualifying Lease Notice given at least thirty (30) days prior to the date on which Landlord incurs such damages, including without limitation any such damages in connection with Landlord’s inability to deliver the premises leased pursuant to such Qualifying Lease to the tenant under such Qualifying Lease (collectively, “Holdover Damages”). All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any summary proceedings against Tenant. Landlord shall not be required to mitigate Holdover Damages except as may be required by then applicable Legal Requirements.

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ARTICLE 35

Miscellaneous Provisions and Definitions

35.01. Modifications. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought.

35.02. Successors and Assigns. Except as otherwise expressly provided in this lease, the obligations of this lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.

35.03. Limitation on Liability. Tenant shall look only to Landlord’s estate and property in the Real Property (which shall be deemed to include the proceeds of any insurance (net of any required expenditures under this lease made by Landlord), condemnation (after all required expenditures under this lease made by Landlord), sale or refinancing proceeds received by Landlord with respect to the Real Property) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and otherwise no other property or assets of Landlord or any property or assets of any Landlord Party, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, with respect to any sale of the Real Property, the purchaser shall assume all the obligations of Landlord under this lease, including, without limitation, all Landlord Reimbursement Amounts and other amounts that are then payable by Landlord to Tenant under this lease. Further, any contract respecting such sale shall be deemed to include an assumption by purchaser of the contingent liability for the unaccrued portion of Landlord Reimbursement Amounts. The obligations of Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Tenant solely in such capacity and any such person or entity that shall be an assignee, subtenant, guarantor or otherwise agree to be bound to Landlord pursuant to a separate written agreement shall have express liability hereunder in such capacity.

35.04. (a) Force Majeure; Abatement. Except as expressly provided in this lease, Tenant and Landlord shall have no liability whatsoever to the other because

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(i) Tenant or Landlord, as the case may be, is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Tenant’s or Landlord’s reasonable control, as the case may be; or (ii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Tenant’s or Landlord’s reasonable control (the foregoing circumstances described in this Section 35.04 being herein called “Force Majeure Causes”). In no event shall lack of funds be deemed a Force Majeure Cause, nor shall any matter be deemed to be beyond a party’s reasonable control if the same could be remedied by the satisfaction of a lien, judgment or other monetary obligation. The provisions of this Section 35.04 shall not extend any obligation of Landlord or Tenant to pay money.

(b) Notwithstanding anything to the contrary contained in this lease, but subject to the provisions of Articles 19 and 20 to the extent applicable, if the Premises or any portion thereof is rendered “untenantable,” as such term is hereinafter defined, and Tenant ceases the operation of its business within such portion of the Premises, except for Disaster Functions (herein called the “Abatement Threshold Requirement”), and such portion of the Premises is rendered “untenantable” as the result of either: (i) Landlord’s failure to provide the services required to be provided by Landlord hereunder or (ii) Landlord’s failure to perform the repairs, replacements and maintenance required to be performed by Landlord hereunder; or (iii) the performance of any work, repairs, alterations or improvements by Landlord or a third party authorized by Landlord, and the same is not due to (A) the act or omission (where there is a duty to act) of Tenant, its, agents, representatives, contractors or employees or (B) casualty or condemnation, and Tenant furnishes a notice to Landlord (herein called the “Abatement Notice”) certifying that the Abatement Threshold Requirement has been met, which notice shall contain a statement in bold type and capital letters stating “THIS IS AN ABATEMENT NOTICE” as a condition to the effectiveness thereof, then Fixed Rent and Additional Charges payable with respect to the portion of the Premises so affected shall be abated on a per diem basis for the period commencing on the first day the Premises are rendered untenantable and ending on the earlier of (1) the date Tenant reoccupies the affected portion of the Premises for the conduct of its business other than Disaster Functions, and (2) the date on which such portion of the Premises is no longer “untenantable”.

For purposes of this Section 35.04, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s business in a manner which is consistent with Tenant’s use within the thirty (30) day period prior to the occurrence of the condition in question and Tenant ceases the operation of its business within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to

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the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation or return and other disaster recovery functions (collectively, “Disaster Functions”). If more than fifty percent (50%) of an entire Office Floor of the Premises shall be rendered untenantable in accordance with the foregoing definition, such entire Office Floor shall be deemed to be untenantable if in Tenant’s good faith judgment, its inability to use the untenantable portion of such floor for the normal conduct of Tenant’s business therein renders the entire floor unusable for the normal conduct of Tenant’s business therein in a manner which is consistent with Tenant’s use prior to the occurrence of the condition in question and Tenant ceases the operation of its business within such entire floor, except for Disaster Functions. In the event that more than fifty percent (50%) of the rentable area of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of the condition in question, and ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

35.05. Definitions. For the purposes of this lease, the following terms have the meanings indicated:

(a) The term “Business Day” shall mean any day that the New York Stock Exchange is open for business.

(b) [Intentionally Omitted]

(c) [Intentionally Omitted]

(d) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.

(e) The terms “Legal Requirements” and “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, town, county, borough and village governments, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force.

(f) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization

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and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Premises, whether now or hereafter in force.

(g) The term “Tenant” shall mean the Tenant herein named or any assignee or other successor in interest (immediate or remote) of the Tenant herein named, which at the time in question is the owner of the Tenant’s estate and interest granted by this lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this lease or to relieve the Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of the Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this lease, unless Landlord and Tenant shall otherwise agree.

(h) The term “Landlord” shall mean only the owner at the time in question of Landlord’s interest in the Real Property or a lease of the Real Property, so that in the event of any transfer or transfers of Landlord’s interest in the Real Property or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this lease accruing after such transfer; provided, however, that such transferee has assumed and agreed in writing (or is required by an SNDA Agreement between such transferee and Tenant or by operation of law) to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this lease.

(i) The terms “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this lease as a whole, and not to any particular article or section, unless expressly so stated.

(j) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.

(k) The term “person” shall mean any natural person or persons, a partnership, a corporation, joint venture, estate, trust, unincorporated associated or any other form of business or legal association or entity or any federal, state, county or municipal government or any bureau, department or agency thereof.

(l) The term “Interest Rate,” when used in this lease, shall mean an interest rate equal to three (3%) percent above the so-called annual “Base Rate” of interest established and approved by Citibank, N.A., New York, New York (herein called the “Base Rate”), from time to time, as its interest rate charged for unsecured loans to its corporate customers, or if Citibank, N.A. is no longer quoting a “Base Rate”, the “Base Rate” of an alternative bank identified by Landlord in notice to Tenant, but in no event greater than the highest lawful rate from time to time in effect.

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(m) The term “Hazardous Materials” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other hazardous substance or material, defined as such by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, CERCLA, RCRA and HMTA, as each of same may have been amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing.

35.06. Survival. Upon the expiration or other termination of this lease neither party shall have any further obligation or liability to the other except as otherwise expressly provided in this lease and except for such obligations as by their nature or under the circumstances can only be, or by the provisions of this lease, may be, performed after such expiration or other termination; and, in any event, unless otherwise expressly provided in this lease, any liability for a payment (including, without limitation, Additional Charges under Article 3 and unpaid Landlord Reimbursement Amounts) which shall have accrued to or with respect to any period ending at the time of, or in the case of Landlord Reimbursement Amounts, following, the expiration or other termination of this lease shall survive the expiration or other termination of this lease, subject to any deadlines expressly set forth in Article 3 or in any other applicable provision of this lease. In the event that Tenant shall be entitled to a refund or credit from Landlord hereunder at the time of the expiration or termination of the Term, the amount of such refund or credit shall be paid to Tenant within thirty (30) days after such expiration or termination (or in the case of any over payment of Taxes of Operating Expenses, after the amount of overpayment thereof is determined), unless otherwise expressly set forth in this lease, failing which any unpaid amount shall bear interest at the Interest Rate from the due date thereof until such amount is paid to Tenant.

35.07. (a) Requests for Consent. If Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that, except as expressly provided in this lease, Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. Notwithstanding the foregoing, Tenant shall not be deemed to have waived a claim for damages if there is a final judicial determination from which time for appeal has been exhausted that Landlord acted maliciously or in bad faith in exercising its judgment or withholding its consent or approval despite its agreement to act reasonably, in which case Tenant shall have the right to make a claim for the actual damages incurred by Tenant, but in no event shall Landlord, nor any Landlord Party be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages. Tenant shall have the right to seek such a final judicial determination that Landlord acted maliciously or in bad faith without respect to whether Tenant pursued an action for

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specific performance or injunction, or whether Tenant pursued an arbitration relating to Landlord’s withholding of consent pursuant to any provision of this lease.

(b) If Tenant desires to determine any dispute between Landlord and Tenant as to the reasonableness of Landlord’s decision to refuse to consent or approve any item as to which Landlord has specifically agreed that its consent or approval shall not be unreasonably withheld, such dispute shall be settled and finally determined by arbitration in The City of New York in accordance with the following provisions of this Section 35.07(b). Within ten (10) Business Days next following the giving of any notice by Tenant stating that it wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice. If the two arbitrators shall fail to agree upon the designation of a third arbitrator within five (5) Business Days after the designation of the second arbitrator then either party may apply to the Manhattan office of the AAA for the designation of such arbitrator and if he or she is unable or refuses to act within ten (10) Business Days, then either party may apply to the Supreme Court in New York County or to any other court having jurisdiction for the designation of such arbitrator. The three arbitrators shall conduct such hearings as they deem appropriate, making their determination in writing and giving notice to Landlord and Tenant of their determination as soon as practicable, and if possible, within five (5) Business Days after the designation of the third arbitrator; the concurrence of or, in the event no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator designated, shall be binding upon Landlord and Tenant. Judgment upon any decision rendered in any arbitration held pursuant to this Section 35.07(b) shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 35.07(b), including the expenses and fees of any arbitrator selected by it in accordance with the provisions of this Section 35.07(b), and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions. The sole remedy which may be awarded by the arbitrators in any proceeding pursuant to this Section 35.07(b) is an order compelling Landlord to consent to or approve the matter in dispute, and the arbitrators may not award damages or grant any monetary award or any other form of relief. Any determination by the arbitrators that Landlord was unreasonable in refusing to grant its consent or approval as to the matter in dispute shall be deemed a granting of Landlord’s consent or approval, and upon receipt of the arbitrators’ determination, Tenant shall be authorized to take the action for which Landlord’s consent or approval was sought.

35.08. Excavation upon Adjacent Land or Under the Building. If an excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then, subject to any applicable provisions of Article 16, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter

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the Premises for the purpose of performing such work as said person shall deem reasonably necessary or desirable to preserve and protect the Building from injury or damage to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this lease. In the event that Landlord or its employees or contractors shall perform such excavation, Landlord shall use reasonable efforts to cause the foregoing to be performed in such a manner as to minimize any interference with Tenant’s operation of its business in the Premises and, Landlord shall indemnify Tenant from and against any and all claims arising from or in connection with the performance of such work, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

35.09. Governing Law; Severability; Captions; Rules of Interpretation; Independent Covenants; Gender. Irrespective of the place of execution or performance, this lease shall be governed by and construed in accordance with the laws of the State of New York. If any provisions of this lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this lease and the application of that provision to other persons or circumstances shall not be affected but rather shall remain valid and be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this lease are solely for convenience of references and shall not affect its interpretation. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Each covenant, agreement, obligation or other provision of this lease on Tenant’s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this lease. All terms and words used in this lease, shall be deemed to include any other number and any other gender as the context may require.

35.10. Time for Payment of Rent. If under the terms of this lease Tenant is obligated to pay Landlord a sum in addition to the Fixed Rent under the lease and no payment period therefor is specified, Tenant shall pay Landlord the amount due within thirty (30) days after being billed (accompanied by reasonable supporting documentation where such supporting documentation is required by an express provision of this lease). If any amount payable by Landlord to Tenant hereunder is not paid within thirty (30) days after the due date thereof, unless otherwise set forth in any other provision of this lease, the same shall bear interest at the rate set forth in Section 24.05 from the due date thereof until such amount is paid to Tenant.

35.11. (a) Heavy Materials and Equipment. Tenant shall not place a load upon any floor of the Premises which violates applicable law or the certificate of occupancy of the Building or which exceeds the floor load per square foot which such floor was designed to carry. All heavy material and/or equipment must be placed by

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Tenant, at Tenant’s expense, so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance, other than to a de minimis extent.

(b) If any safe, heavy equipment, freight or bulky matter to be moved into or out of the Building requires special handling, then Tenant shall, if and to the extent required by Legal Requirements, employ only Persons holding a Master Rigger’s license to do such work. All such work shall be done in full compliance with the Administrative Code of the City of New York and other Legal Requirements, and all such movements shall be made during hours which will least interfere with the normal operations of the Building. All damage caused by such movement shall be promptly repaired by Tenant at Tenant’s sole cost and expense.

35.12. Due Authorization; Execution and Delivery. Each party hereto represents and warrants to the other that this lease has been duly authorized, executed and delivered by such party.

35.13. Sales Tax. If any sales or other tax is payable with respect to any cleaning, electricity or other services which Tenant obtains or contracts for directly from any third party or parties, Tenant shall file any required tax returns and shall pay any such tax, and Tenant shall indemnify and hold Landlord harmless from and against any loss, damage or liability suffered or incurred by Landlord on account thereof.

35.14. Standard for Consent. Whenever this lease provides that a party shall not unreasonably withhold its consent or approval, such phrase shall be deemed to mean that such consent or approval will not be unreasonably withheld, conditioned or delayed. Whenever this lease is silent as to the standard of consent or approval, such consent or approval shall be in the sole discretion of the party granting such consent or approval.

35.15. Meaning of Other “tenants”. Wherever references are made in this lease to any other “tenant” of the Building, such references shall be deemed to include any occupant occupying space in the Building, whether or not pursuant to a written agreement.

35.16. Conflicts with Exhibits. Any conflicts between this lease and the exhibits to this lease shall be resolved in favor of this lease.

35.17. Temporary Takings. Any provision of this lease which prohibits or limits the use or occupancy of any part of the Premises by any government agency or department shall not apply with respect to any temporary taking or occupancy described in Article 20 hereof. Any provision of this lease which requires Tenant to indemnify or otherwise be responsible to Landlord or any other party for the acts or omissions of any occupant of the Premises shall not apply with respect to any government agency or

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department occupying any portion of the Premises or anyone occupying any portion of the Premises through or under such government agency or department in connection with any temporary taking or occupancy described in Article 20 hereof.

35.18. USA Patriot Act: Landlord and Tenant each hereby represents and warrants to the other that (i) the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) has not listed such party or any of such party’s affiliates, or any person that controls, is controlled by, or is under common control with such party, on its list of Specially Designated Nationals and Blocked Persons; and (ii) such party is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order, the United States Treasury Department, or United States Office of Homeland Security as a terrorist, Specially Designated National and Blocked Person, or other banned or blocked person, entity, nation or pursuant to any law, order, rule or regulation that is enforced or administered by the OFAC.

35.19. Guaranty of Lease. Simultaneously with the execution and delivery of the Original Lease by Tenant, Citigroup Inc. (“Guarantor”) delivered a guaranty of lease in favor of Landlord in the form annexed hereto as Exhibit S (the “Guaranty”); provided that in any such replacement, said merger, consolidation or other corporate reorganization was done for a bona fide business purpose and not principally for the purpose of replacing the Guaranty delivered with this lease.

35.20. Revocable Consent Agreement. Landlord acknowledges that Tenant is entitled to all rights of grantee under the Revocable Consent Agreement, and Tenant acknowledges that it is responsible (and subject to the provisions of Section 18.02, shall indemnify and hold Landlord harmless) for all obligations thereunder, including, without limitation, any payment and restoration obligations, whether arising before or during the Term. On or prior to the Expiration Date or such earlier date upon which the Term shall be expire or terminate, Tenant shall either terminate the Revocable Consent Agreement (or, upon Landlord’s request, assign same to Landlord to the extent assignable). “Revocable Consent Agreement” means that certain Revocable Consent Agreement made by the Franchise Division and accepted and agreed to by Tenant and US Bank National Association and recorded on May 19, 2004 in the Office of the City Register of the City of New York under CRFN 2004000314864. “Franchise Division” means The City of New York Department of Transportation, Division of Franchises, Concessions and Consents.

ARTICLE 36

Extension Terms

36.01. (a) For purposes hereof:

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the term “First Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of ten (10) years commencing on January 1, 2021 and ending on December 31, 2030;

the term “Second Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of ten (10) years commencing on January 1, 2031 and ending on December 31, 2040. Tenant shall have the right to exercise the Second Ten Year Option only if Tenant shall have exercised the First Ten Year Option;

the term “Third Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”) of ten (10) years commencing on January 1, 2041 and ending on December 31, 2050. Tenant shall have the right to exercise the Third Ten Year Option only if Tenant shall have exercised the Second Ten Year Option;

the term “Extension Option” shall mean the First Ten Year Option or the Second Ten Year Option or the Third Ten Year Option, as the case may be;

the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term, as the case may be;

the term “390 Renewal Exercise” shall mean that Tenant has exercised its renewal right to extend the term of that certain Lease dated as of the date hereof between Landlord and Tenant for entire space at 390 Greenwich Street, New York, New York, for a term that corresponds with an applicable Extension Term hereunder; it being understood and agreed that Tenant’s right to exercise any Extension Option shall be conditioned upon a 390 Renewal Exercise corresponding to the applicable Extension Term;

the term “Extension Premises” shall mean that portion of the Premises selected by Tenant and designated in the applicable Extension Election Notice; provided, however, that with respect to each Extension Option, (1) Tenant only shall have the right to designate as the Extension Premises one of the options in clauses (i) through (vi) below, and (2) if Tenant selects less than the entire Premises as the Extension Premises, the portion of the Premises that is not part of the Extension Premises (i.e., the portion surrendered and given back to Landlord, the “Contracted Space”) shall not consist of more than (A) with respect to the First Extension Term, 654,132 rentable square feet, (B) with respect to the Second Extension Term, (x) 280,426 rentable square feet plus (y) the difference, if any, between 654,132 rentable square feet and the actual rentable square footage of the Contracted Space for the First Extension Term, and (C) with respect to the Third Extension Term, the difference, if any, between, 934,876 rentable square feet and the actual aggregate rentable square footage of the Contracted Space for the First Extension Term and the Second Extension Term:

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(i) the entire Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice (the “Option One Extension Premises”); or

(ii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building and going up (the “Option Two Extension Premises”); or

(iii) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building, plus at Tenant’s election, the following Office Floors which need not be contiguous with the other portion of the Extension Premises: (x) the 26 ^th floor of the Building, or (y) the 27^th floor of the Building, or (z) the 26^th and 27^th floors of the Building (the “Option Three Extension Premises”); or

(iv) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building through and including the 25^th floor, plus at Tenant’s election, (w) the 26^th floor of the Building, or (x) the 27^th floor of the Building, or (y) the 26^th and the 27^th floors of the Building, and/or (z) contiguous Office Floors starting at the 39^th floor of the Building and going down (the “Option Four Extension Premises”); it being the intention of Landlord and Tenant that there be no Contracted Space below the 26^th floor of the Building until Tenant has surrendered all of the 28^th through and including the 39^th floors of the Building; or

(v) a portion of the Premises demised by this lease as of the date on which Tenant gives the applicable Extension Election Notice consisting of full contiguous Office Floors starting at the 2^nd floor of the Building through and including the 25^th floor, plus at Tenant’s election, (w) the 26^th floor of the Building, or (x) the 27^th floor of the Building, or (y) the 26^th floor and the 27^th floors of the Building, or (z) contiguous Office Floors starting at the 26^th or 27^th or 28^th floors of the Building and going up (the “Option Five Extension Premises”); it being the intention of Landlord and Tenant that there be no Contracted Space below the 26^th floor of the Building until Tenant has surrendered all of the 28^th through and including the 39^th floors of the Building; or

(vi) in combination with any of the Option One Extension Premises, Option Two Extension Premise, Option Three Extension Premises, Option Four Extension Premises or Option Five Extension Premises, all or any portion of the Premises comprising retail space and/or storage space located in the Lobby and/or Basement as shown on Exhibit B-2 and Exhibit B-3 annexed to the Amended and Restated Lease and/or the two mechanical rooms

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located on the 12^th floor of the Building (the “12^th Floor Mechanical Rooms”) as shown on Exhibit B-4 (the “Option Six Extension Premises”).

Any Extension Election Notice which fails to designate as the Extension Premises one of the six options set forth in the immediately preceding sentence shall be deemed to constitute a designation of the Option One Extension Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least (x) forty (40) months prior to the expiration of the initial term of this lease with respect to the First Extension Term, and (y) thirty six (36) months prior to the expiration of the First Extension Term or Second Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within thirty (30) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant specifying its estimate of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”). Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice whether it approves Landlord’s estimate of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on the Market Value Rent. If Landlord and Tenant do not reach agreement on the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an “Arbitration Notice” (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b), Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise

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require, and except as hereinafter set forth with respect to an extension of the term of this lease with respect to less than the entire Premises, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Third Extension Term;

(B) the Fixed Rent for each Extension Term shall be an amount equal to the greater of (x) ninety percent (90%) of the Fixed Rent payable during the year immediately preceding the subject Extension Term, and (y) ninety-five percent (95%) of the Market Value Rent prevailing at the time of delivery of the applicable Extension Election Notice as determined in accordance with this Article 36; and

(C) if Tenant does not elect the Option One Extension Premises, Tenant’s Chilled Water Allocation and Tenant’s Condenser Water Allocation shall be proportionately reduced.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

36.03. (a) If Tenant delivers an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days following delivery (or deemed delivery) of the Arbitration Notice to reach agreement on the then prevailing Market Value Rent. If Landlord and Tenant do not reach agreement on the then prevailing Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding

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Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the expiration of said thirty (30) day negotiation period. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to the Market Value Rent for the Extension Premises then prevailing at the time of the exchange for the applicable Extension Term. The Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of the Market Value Rent, then the Market Value Rent shall be deemed to be the average of the two determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or

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any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value as the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be the Market Value Rent of the Extension Premises during the applicable Extension Term, subject to adjustment to ninety-five percent (95%) of the Market Value Rent pursuant to Section 36.01(b)(B).

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) The third arbitrator, if any, selected as herein provided shall have been actively engaged for a period of at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings before the date of his or her appointment as arbitrator. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall be based on the rent on a per rentable square foot basis then being paid by tenants to landlords for comparable space on comparable terms in Comparable Buildings taking into account all relevant factors, including any step up in rents over leases of comparable terms, a then standard tenant inducement package of free rent and tenant improvement allowance, and the fact that Tenant will be paying its pro rata share of Operating Expenses and Taxes on a net basis (as opposed to its pro rata share of increases in Operating Expenses and Taxes over a base year). Upon commencement of

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the applicable Extension Term, Landlord shall provide Tenant with such a tenant inducement package comparable to those given by landlords of Comparable Buildings, but taking into account the size of the Premises, which inducement package shall be payable to Tenant, at Landlord’s option, in kind, in cash or with a rent credit upon the commencement of the applicable Extension Term; provided, that, if paid in cash, Tenant shall not be required to invest same in the Premises.

36.05. In the event that Tenant exercises any Extension Option with respect to less than the entire Premises then demised by this lease in accordance with the applicable provisions hereof, then effective as of the Expiration Date of the initial term of this lease or the applicable Extension Term, as the case may be, the provisions of this lease governing the respective rights and obligations of Landlord and Tenant as of the expiration of the term of this lease (including, without limitation, the provisions of Articles 21 and 34 shall apply with full force and effect to the portion of the Premises that has been omitted by Tenant from the Extension Premises.

36.06. In the event that Tenant designates as the Extension Premises less than the entire Premises, then, prior to the commencement date of such Extension Term, Tenant shall, at its sole cost and expense, (i) install a separate submeter on each Office Floor of the Building comprising the Extension Premises and any equipment that exclusively services any such Office Floor to the extent not already in place, (ii) install a separate submeter for each separately demised retail space in the Building comprising the Extension Premises and any equipment that exclusively services any such areas to the extent not already in place. With respect to the 12th Floor Mechanical Rooms (which shall be the only partial Office Floor permitted upon an extension of less than the entire Premises), Tenant’s demising work shall include, to the extent necessary, separately demising the 12th Floor Mechanical Rooms from the remainder of the floor in such a manner so that the balance of the 12th floor can be reasonably configured into leaseable space.

ARTICLE 37

Arbitration

37.01. Either party may request arbitration of any matter in dispute which, pursuant to the terms of this lease, expressly allows such dispute to be resolved by arbitration, in which case, except as provided to the contrary elsewhere in this lease, the following procedures shall apply. The party desiring such arbitration shall give notice to the other party. If the parties shall not have agreed on a choice of an arbitrator within fifteen (15) days after the service of such notice, then each party shall, within ten (10) days thereafter appoint an arbitrator, and advise the other party of the arbitrator so appointed. A third arbitrator shall, within ten (10) days following the appointment of the two (2) arbitrators, be appointed by the two arbitrators so appointed or by the AAA, if the

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two arbitrators are unable, within such ten (10) day period, to agree on the third arbitrator. If either party fails to appoint an arbitrator (the “Failing Party”), the other party shall provide an additional notice to the Failing Party requiring the Failing Party’s appointment of an arbitrator within five (5) Business Days after the Failing Party’s receipt thereof. If the Failing Party fails to notify the other party of the appointment of its arbitrator within such five (5) Business Day period, the appointment of the second arbitrator shall be made by the AAA in the same manner as hereinabove provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder are unable to agree upon such appointment. The three (3) arbitrators shall render a resolution of said dispute or make the determination in question. In the absence, failure, refusal or inability of the AAA to act within twenty (20) days, then either party, on behalf of both, may apply to a Justice of the Supreme Court of New York, New York County, for the appointment of the third arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment. In the event of the absence, failure, refusal or inability of an arbitrator to act, a successor shall be appointed within ten (10) days as hereinbefore provided. Any arbitrator acting under this Article 37 in connection with any matter shall be experienced in the issue with which the arbitration is concerned and shall have been actively engaged in such field for a period of at least ten (10) years before the date of his appointment as arbitrator hereunder.

37.02. All arbitrators chosen or appointed pursuant to this Article 37 shall (a) be sworn fairly and impartially to perform their respective duties as such arbitrator, and (b) not be an employee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entity that controls, is controlled by or is under common control with Landlord or Tenant. Within sixty (60) days after the appointment of such arbitrators, such arbitrators shall determine the matter which is the subject of the arbitration and shall issue a written opinion. The decision of the arbitrators shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction. Landlord and Tenant shall each pay (i) the fees and expenses of the arbitrator selected by it, and (ii) fifty (50%) percent of the fees and expenses of the arbitrator appointed by the AAA. The losing party shall reimburse the prevailing party for the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration. Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

37.03. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do waive, any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered

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thereunder. For such period, if any, that this agreement to arbitrate is not legally binding or the arbitrator’s award is not legally enforceable, the provisions requiring arbitration shall be deemed deleted, and matters to be determined by arbitration shall be subject to litigation.

37.04. Any dispute which is required by this lease to be resolved by expedited arbitration shall be submitted to binding arbitration under the Expedited Procedures provisions (currently, Rules 56 through 60) of the Arbitration Rules of the Real Estate Industry of the AAA. In cases where the parties utilize such expedited arbitration: (a) the parties will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule 54 (except that any objection shall be made within four (4) days from the date of mailing), (b) the Notice of Hearing shall be given four (4) days in advance of the hearing, (c) the first hearing shall be held within seven (7) Business Days after the appointment of the arbitrator, (d) if the arbitrator shall find that a party acted unreasonably in withholding or delaying a consent or approval, such consent or approval shall be deemed granted (but the arbitrator shall not have the right to award damages, unless the arbitrator shall find that such party acted in bad faith), and (e) the losing party in such arbitration shall pay the arbitration costs charged by the AAA and/or the arbitrator, together with the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration.

37.05. Arbitration hearings hereunder shall be held in New York County. The arbitrators shall, in rendering any decision pursuant to this Article 37, answer only the specific question or questions presented to them. In answering such question or questions (and rendering their decision), the arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions.

37.06. Judgment may be had on the decision and award of an arbitrator rendered pursuant to the provisions of this Article 37 and may be enforced in accordance with the laws of the State of New York.

37.07. The provisions of this Article 37 shall not be applicable to any arbitration conducted pursuant to Article 34 or Article 36.

ARTICLE 38

Confidentiality; Press Releases

38.01. Landlord acknowledges that it may have access to certain confidential information of Tenant concerning Tenant’s businesses, facilities, operations, plans, proprietary software, technology, and products (“Confidential Information”). Confidential Information shall not include any information that is available to the general

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public (e.g., SEC filings). Landlord agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law (including, without limitation, any plans and specifications, drawings or other like items which must be submitted to or filed with any governmental agency), judicial proceeding or to its attorneys, accountants, and other advisors, investors and mortgagees and prospective purchasers of the Real Property, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of Tenant’s Confidential Information or any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of such Confidential Information and the terms and conditions of this lease (in each case, except as permitted hereby). Tenant agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law, judicial proceeding or to its attorneys, accountants, and other advisors, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of the terms and conditions of this lease (except as permitted hereby). The obligations of Landlord and Tenant under this Section 38.01 shall survive the expiration or termination of this lease.

38.02. Neither party hereto may issue (or cause to be issued) a press release or written statement to the press with respect or concerning this lease or the terms hereof without the express consent of the other party hereto. Notwithstanding the foregoing, either party shall be permitted to issue any such press release or written statement that is necessary in order to comply with Legal Requirements subject to the review of the other party. Furthermore, upon notice from Tenant that any of Landlord’s advertisements or press releases are not consistent with Tenant’s corporate policies relating to public relations, Landlord shall endeavor to cause its advertisements and press releases to be consistent with Tenant’s corporate policies relating to public relations to the extent same are commercially reasonable.

38.03. Tenant recognizes that Landlord makes extensive disclosures to its investors and that it is not feasible to require confidentiality from its investors and that Landlord will make extensive disclosures to its lenders, secured and unsecured, rating agencies, prospective purchasers and other parties in the ordinary course of its ownership of the Real Property. Tenant agrees that no such disclosures made in the ordinary course of Landlord’s business shall be restricted by or deemed a breach by Landlord of this Article 38. The provisions of this Section 38.03 shall only apply in the case that the Landlord is SL Green Realty Corp. or an affiliate thereof.

ARTICLE 39

Rooftop; Tenant’s Antenna and Other Equipment

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39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights to use its proportionate share of the rooftop areas of the Building (“Rooftop Areas”) for purposes of installing (and thereafter maintaining, repairing, and operating) equipment thereon, including, without limitation, one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems) (herein collectively called “Rooftop Equipment”), and in connection therewith (i) all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements (herein called a “Third Party Rooftop License”) to third parties for the use of the Rooftop Mechanical Areas and installation of equipment thereon (but only if such third parties are occupants of, the Building and the use relates to their occupancy) and Tenant shall have exclusive rights to any and all revenue generated therefrom; it being understood that Tenant may not grant a Third Party Rooftop License to any third party for use in connection with a communications related business. During the Term, Landlord reserves the right to lease and/or license space on the roof of the Building (other than, subject to the provisions of Section 39.02, the portions of the Rooftop Areas that are being used by Tenant), for the operation of radio, telecommunication, and other equipment by other tenants and licensees (herein called “Landlord’s Rooftop Equipment”); provided, however, that (x) no Landlord Rooftop Equipment shall interfere with Tenant’s or any of Tenant’s licensees installation, operation, maintenance, or repair of the Rooftop Equipment that existed at the Building as of the Commencement Date, or (ii) such other lease or license shall not cause a breach of any Third Party Rooftop License (items (i) and (ii) are collectively referred to as a “Rooftop Violation”). If any of Landlord’s Rooftop Equipment interferes with or disturbs Tenant’s use of Tenant’s Rooftop Equipment that existed as of the Commencement Date, including the use thereof by any licensee under a Third Party Rooftop License in effect as of the Commencement Date, then following demand by Tenant, Landlord shall promptly relocate all or a portion of Landlord’s Rooftop Equipment to another area on the roof. Such relocation shall be at Landlord’s sole cost and expense unless such interference or disturbance arises as the result of the installation by Tenant or any other licensee under a Third Party Rooftop License, subsequent to the installation of Landlord’s Rooftop Equipment, in which event Landlord’s Rooftop Equipment shall not be relocated. If Landlord shall determine, in its reasonable judgment, that any of the Tenant’s Rooftop Equipment installed after the Commencement Date (excluding any of same that was relocated by Landlord pursuant to Section 39.02) will cause a Rooftop Violation, then, if Tenant after a reasonable time period (which in no event will exceed a period of time that is ten (10) Business Days prior to the expiration of any applicable cure period under a Third Party Rooftop License), Tenant, at its sole cost and expense, shall remove such Tenant’s Rooftop

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Equipment from the roof of the Building and, Tenant may, at Tenant’s option, but subject to Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed), replace or relocate such Tenant’s Rooftop Equipment such that it does not cause a Rooftop Violation. If any of Landlord’s Rooftop Equipment interferes with or disturbs Tenant’s Rooftop Equipment, including the use thereof by any licensee under a Third Party Rooftop License or vice versa, then following demand of either party, the parties shall promptly meet and attempt to resolve the issue. If they cannot do so within twenty (20) days either party may refer the matter to arbitration pursuant to Article 37. If the situation cannot be reasonably resolved, then the priority shall go to the first in time to begin use.

39.02. [intentionally omitted]

39.03. Upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any of its Rooftop Equipment installed prior to the Commencement Date and (ii) subject to the provisions of Section 12.03, Tenant shall be required to remove any Rooftop Equipment installed after the Commencement Date to the extent the same would constitute a Specialty Alteration.

ARTICLE 40

Back-Up Power System

40.01. Landlord shall maintain the Back-Up Power System in compliance with Legal Requirements and otherwise in working order in accordance with the performance specifications set forth in the Maintenance Schedule or better. The Back-Up Power System shall include, but not be limited to, one or more diesel generators and chiller units, including but not limited to the one (1) Caterpillar 1500 KW diesel stand-by generator currently located within the Basement (herein called the “Back-Up Power System”).

40.02. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install on any one or more portions of the Premises, and thereafter upgrade, replace, maintain, repair, and operate one or more battery-powered uninterruptible power systems, including, without limitation, the two (2) MGE 225 KVA single module UPS systems currently located on the 12^th floor of the Building (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”); provided that in connection with such installation of the UPS Battery System Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

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(ii) Tenant shall promptly repair any damage caused to the UPS Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iii) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property, if any, in connection with the UPS Battery System.

40.03. Landlord hereby acknowledges and consents to the existing connection of certain Tenant’s systems to Landlord’s emergency generator system for the Building (such emergency generator system being referred to herein collectively as the “Emergency Generator System”). Further, Landlord shall not unreasonably withhold, condition, or delay Landlord’s consent to an Alteration consisting of the connecting of additional Tenant’s systems, or alteration of Tenant’s existing connections, to the Emergency Generator System if such connection complies with Legal Requirement and subject to the limits on capacity outlined below. The Emergency Generator System is comprised of, and Landlord acknowledges it shall at all times consist of no less than the functional equivalent to Tenant’s per square foot percentage of total generator capacity (i.e., if Tenant occupies 50% of the rentable area in the Building, then Landlord will reserve 50% of the available generator capacity for Tenant); it being understood and agreed that the capacity of the Emergency Generator System will be derated to 80% of its full load capacity (i.e., Landlord will at all times maintain a 20% reserve of the Emergency Generator System’s total capacity). Landlord shall maintain the Emergency Generator System in compliance with Legal Requirements and in working order (in accordance with its current performance specifications as set forth in the Maintenance Schedule or better), and Landlord shall test the Emergency Generator System in accordance with the Maintenance Schedule. Landlord shall notify Tenant of the date(s) on which Landlord’s tests of the Emergency Generator System will be conducted and permit Tenant to consult with Landlord in connection with, and accompany Landlord during, such tests. Tenant acknowledges that Landlord shall have no obligation or responsibility of any nature whatsoever to Tenant if the Emergency Generator System fails to provide emergency power and/or chilled water to Tenant as required or otherwise damages Tenant’s systems, except to the extent resulting from Landlord’s negligence or willful misconduct or that of its agents, contractors or employees. Tenant’s right to connect Tenant’s aforesaid systems to the Emergency Generator System shall be at no charge. Tenant shall not be obligated to pay any fees or other costs to Landlord in connection with Tenant’s connection to and use of the Emergency Generator System except as part of Tenant’s Operating Payment but only to the extent such costs are otherwise includible in Operating Expenses.

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ARTICLE 41

Benefits Cooperation

41.01. Landlord agrees to reasonably cooperate with Tenant in connection with any application by Tenant (or by any subtenant of Tenant) for any real estate tax or utility benefits or other benefits, credits or incentives, including, without limitation, any Industrial Commercial Incentive Program (ICIP) benefits (herein collectively called “Benefits”) as may be available from the City or State of New York, or any governmental agency, quasi-governmental agency or any public utility or alternate provider, including the execution and filing of any documentation that may be required for the receipt of such Benefits and/or for any such Benefits to be paid by Landlord to Tenant, as hereinafter provided. Landlord further agrees that Tenant shall be entitled to one hundred percent (100%) of such Benefits that Landlord or the Premises shall receive as a result of Tenant’s use of the Premises or any Leasehold Improvements or other Alterations performed by or on behalf of Tenant, whether during the Term or prior. Such cooperation by Landlord shall include, without limitation, the execution of any necessary or appropriate modification to this lease, if and to the extent any such approval shall be required and shall not adversely affect any of the rights or benefits of Landlord or increase the obligations or liabilities of Landlord under this lease (except to a de minimis extent, Landlord hereby agreeing that the obligation to provide notices to the City or State of New York or to any such agency, utility or provider shall in and of itself constitute a de minimis obligation). Tenant agrees that (a) to the extent that Landlord shall incur any reasonable out-of-pocket expense in connection with such cooperation (including, without limitation, reasonable legal and other professional fees and all reasonable costs incurred in obtaining State and City tax rulings regarding any such Benefits transaction), Tenant shall reimburse Landlord for such expense as Additional Charges hereunder and (b) Tenant agrees to indemnify and hold harmless Landlord with respect to any liability incurred by Landlord by reason of such cooperation unless caused by the wrongful acts or omissions of Landlord or its agents, employees, representatives or contractors.

ARTICLE 42

Tenant’s Right of Self-Help and Offset

42.01. (a) Subject to the provisions of this Article 42, if Landlord fails to perform or provide in accordance with the provisions of this lease any item of work, maintenance, or repair or service with respect to (i) items that are exclusively located within the Premises or (ii) items which exclusively serve the Premises, Tenant shall have the right (but not the obligation) to perform and fulfill Landlord’s obligation with respect

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thereto (and Tenant shall have access to those portions of the Real Property and Building outside of the Premises which service the Premises in order to do so). The extent of the work performed by Tenant in curing any such default by Landlord shall not exceed the work that is reasonably necessary to effectuate such remedy and the third party cost of such work shall be reasonably prudent and economical under the circumstances and reasonably documented. Notwithstanding anything to the contrary contained herein, Tenant shall not be entitled to cure any default of Landlord if (A) such cure requires access to the premises of other tenants or occupants of the Building unless Tenant shall have first obtained the prior written consent of any such tenant or occupant, or (B) the performance of such cure would require access to Building systems that service tenants other than Tenant or in addition to Tenant or would impair or disrupt services to the tenants of the Building, unless, in either case, Tenant shall have first obtained the prior written consent of such other tenants of the Building and Tenant shall have submitted copies of such consent(s) to Landlord before entering such space or accessing Building systems, as the case may be. The defaults of Landlord that Tenant is permitted to cure in accordance with the provisions of this Section 42.01(a) are hereinafter referred to as “Self-Help Items.”

(b) If Tenant believes that Landlord has failed to perform any Self-Help Item as required by this lease, Tenant may give Landlord a notice (herein called the “Self-Help Notice”) of Tenant’s intention to perform such Self-Help Item on Landlord’s behalf, which notice shall contain a statement in bold type and capital letters stating “THIS IS A SELF-HELP NOTICE” as a condition to the effectiveness thereof. If Landlord fails within two (2) Business Days after its receipt of such Self-Help Notice (or within one (1) Business Day after its receipt of such Self-Help Notice in the event that such failure is causing a material disruption of Tenant’s business) to either (i) commence (and thereafter continue to diligently perform) the cure of such Self-Help Item or (ii) give a notice to Tenant (herein called “Landlord’s Self-Help Dispute Notice”) disputing Tenant’s right to perform the cure of such Self-Help Item pursuant to the terms of this Article 42, Tenant shall have the right, but not the obligation, to commence and thereafter diligently prosecute the cure of such Self-Help Item in accordance with the provisions of this Article 42 at any time thereafter, but prior to the date on which Landlord either commences to cure such Self-Help Item or gives to Tenant a Landlord’s Self-Help Dispute Notice. If either (A) within such two (2) Business Day period (or one (1) Business Day period, if applicable) or at any time thereafter prior to the date on which Tenant commences to cure such Self-Help Item, Landlord gives a Landlord’s Self-Help Dispute Notice, or (B) Tenant disputes whether Landlord has commenced to cure or is diligently proceeding with the cure of such Self-Help Item, Tenant may commence an arbitration by the American Arbitration Association pursuant to its Guidelines for Expedited Arbitration (herein called a “Self-Help Arbitration”). Such arbitration shall make a determination as to either (1) whether Landlord has failed to commence or has been and is then continuing to fail to diligently prosecute the Self-Help Item in question or (2) whether Tenant has the right pursuant to the terms of this Article 42 to cure such Self-Help Item. If Tenant shall prevail in such arbitration, Tenant may perform the cure

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of such Self-Help Item. Upon completion of the cure of such Self-Help Item, as provided herein, by Tenant, Tenant shall give notice thereof (the “Self-Help Item Completion Notice”) to Landlord (which notice shall contain a statement in bold type and capital letters stating “THIS IS A SELF-HELP ITEM COMPLETION NOTICE” as a condition to the effectiveness thereof), together with a copy of paid invoices setting forth the reasonable third party costs and expenses incurred by Tenant to complete such Self-Help Item (herein called the “Self-Help Amount”). Landlord shall reimburse Tenant in the amount of the Self-Help Amount within thirty (30) days after receipt of Tenant’s Self-Help Item Completion Notice, together with interest thereon at the Base Rate from the date same were incurred through the date of reimbursement. In the event that Landlord shall fail to pay the Self-Help Amount within such thirty (30) day period, Tenant shall be entitled to offset the Self-Help Amount, together with interest thereon at the Base Rate from the date same were incurred through the date of offset, against Fixed Rent and Additional Charges thereafter coming due under this lease. Notwithstanding the foregoing, Tenant shall not have the right to credit such amount against the Fixed Rent and Additional Charges thereafter coming due hereunder if Landlord initiates a Self-Help Arbitration, if and to the extent that such Self-Help Arbitration challenges the Self-Help Amount claimed by Tenant. If and to the extent that Tenant prevails in such Self-Help Arbitration, Tenant shall have the right to credit against the Fixed Rent and Additional Charges thereafter coming due hereunder (with interest at the Base Rate from the expiration of the above-referenced thirty (30) day period until the date that such credit is taken) any portion of the finally determined Self-Help Amount not theretofore paid to Tenant or taken as a credit by Tenant. Notwithstanding anything to the contrary contained herein, in the event that Landlord shall dispute Tenant’s right to perform the cure of any Self-Help Item by giving a Landlord’s Self-Help Dispute Notice in accordance with the procedures set forth in this Section 44.01, Tenant shall nevertheless have the right to perform the cure of such Self-Help Item pending the resolution of such dispute in the event that any further delay in the performance of such cure would cause a material disruption of Tenant’s business; provided, however, that Landlord shall not be obligated to make payment of the Self-Help Amount (or any interest thereon), nor shall Tenant have the offset rights hereinabove described, unless and until such dispute is resolved (pursuant to a Self-Help Arbitration or otherwise) in Tenant’s favor (and in such event such Self-Help Amount shall be in the amount so determined pursuant to such resolution), and provided further that subject to Section 9.04, Tenant shall indemnify Landlord and each Landlord Party from and against any and all claims arising from or in connection with the exercise of its rights under this Article 42, including, without limitation, any claims made by any other tenants or occupants of the Building, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

42.02. With respect to any Self-Help Item to which Tenant is effectuating a cure pursuant to this Article 42, Landlord shall sign, to the extent required, all

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applicable applications for building permits within two (2) Business Days following Tenant’s submission of such applications.

42.03. The provisions of this Article 42 shall not limit Tenant’s rights under Article 46, and any conflict or inconsistency between said Articles shall be governed by Article 46.

ARTICLE 43

[Intentionally Omitted]

ARTICLE 44

Right Of First Offer To Purchase²¹

44.01. (a) If during the Initial Lease Term, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must

²¹ Article 44 shall only be included if this lease comes into effect during the Original Term as a result of Tenant’s exercise of the Insurance Election.

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be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction in question shall not be deemed a sale subject to this Article 44.

(b) Among other matters, the Offer Contract shall incorporate the following (“Terms”):

(i) a closing date that is thirty (30) days following the date of the Offer Contract;

(ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant;

(iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price;

(iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and other than any liens existing on the date of this lease and any liens created or arising from the acts of Tenant or its agents, or anyone claiming by or through such parties); and

(v) that the Landlord shall not be required to give any representation or warranty regarding the Premises or this lease.

44.02. (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be no less than ninety percent (90%) of the Offer Price taking into account all material relevant economic matters, including, without limitation, the payment of the purchase price in its entirety in cash

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(subject to any assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within twelve (12) months after the date of Tenant’s refusal or deemed refusal to purchase, and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice.

(b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not less than ten (10) Business Days preceding a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith.

44.03. Tenant’s rights granted under this Article 44 shall not apply to (a) a conveyance or assignment to an Affiliate of Landlord, (b) a transfer of up to fifty percent (50%) of the ownership interests directly or indirectly pertaining to the Premises to an unaffiliated third party, (c) to the sale to the purchaser at a foreclosure sale in connection with the foreclosure or to any sale pursuant to a bankruptcy proceeding or an order of a bankruptcy court, (d) to the conveyance or assignment to Superior Mortgagee or any designee of Superior Mortgagee in connection with a deed in lieu of foreclosure of the Mortgage, (e) a sale of interests in Landlord or an Affiliate of Landlord pursuant to a pledge of such interests to secure “mezzanine debt” or a transfer in lieu of any such sale or (f) any direct or indirect transfer, sale or pledge (including (but not limited to) by way of any merger, consolidation, amalgamation, sale, or other transfer of any kind) of the legal or beneficial interests (including, without limitation, any rights, distributions, profits

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or proceeds relating thereto) or assets of the parent entities (or other upper tier level entities) which comprise the indirect members of the Landlord entity; provided that any such transfer, sale or pledge is done for a good business purpose and not principally for the purpose of selling the Premises or any portion thereof or any interest therein to circumvent Tenant’s rights granted under this Article 44 or (g) transfers of the direct or indirect interests in the Landlord entity between its existing holders (as of the date of the Original Lease) of direct or indirect interests in the Landlord entity; it being understood and agreed that the foregoing shall not vitiate Landlord’s rights under clause (b) of this Section 44.03. Tenant’s rights hereunder shall survive any sale or transfer described in this Section 44.03.

44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease (i.e., Tenant shall retain its rights under this Article 44 following any and all transfers of the Offered Property during the Term), any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant or its assignee or subtenant.

44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of sale submitted hereunder (except that Tenant may disclose such information (i) to such of its executive officers, employees and professional advisors as are reasonably required in connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to this Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive).

44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate.

44.07. The provisions of this Article 44 shall be null and void if either (i) the Tenant under this Lease is no longer a Citigroup Tenant or (ii) the Named Tenant together with its Affiliates does not then occupy at least 80% of the Premises.

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ARTICLE 45

Original Lease

45.01. Landlord and Tenant hereby covenant and agree that from and after the date hereof (the “Restated Commencement Date”), the Original Lease shall be of no further force or effect and the Original Lease and any and all amendments and modifications thereto and understandings in connection therewith, whether oral or written, shall be collectively merged, restated and amended in their entirety pursuant to this lease. Notwithstanding anything contained herein to the contrary, this restatement and amendment of the Original Lease shall have no effect whatsoever on the rights and obligations of Landlord and Tenant accruing thereunder for the period on or prior to the Restated Commencement Date, including, without limitation, Landlord’s obligation to reimburse Tenant for all unpaid Landlord Reimbursement Amounts (as defined in the Original Lease) whether or not the amount of Landlord Reimbursement Amounts is determinable as of the Restated Commencement Date and Tenant’s corresponding right to offset any unpaid Landlord Reimbursement Amounts against Fixed Rent and Additional Charges hereunder and for purposes thereof all the provisions of Article 3 of the Original Lease specifically relating thereto are incorporated herein by reference, and all such rights and obligations shall survive the Restated Commencement Date and the expiration of this lease, it being understood and agreed that the Original Lease is not being terminated hereby, but merely restated and amended, and thereby superseded from and after the Restated Commencement Date. This lease does not constitute, and is not entered into pursuant to, the exercise of any renewal option that may be contained in the Original Lease.

[signature page follows]

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

	, Landlord
By:
Name:
Title:
	, Tenant
By:
Name:
Title:
Tenant’s Federal Identification Number:

SCHEDULE 1

(List of Approved Contractors)²²

²² If subsequent to the Commencement Date of the Original Lease any of the contractors on the attached list (i) perform work at the Building (or another building owned by Landlord or its affiliates) in an unsatisfactory manner (subject to Tenant’s right to arbitrate) or (ii) have been in a litigation with, or made any claim against, Landlord or Landlord’s affiliates, Landlord shall have the right to remove such contractor from the pre-approved list (subject to Tenant’s right to arbitrate the issue).

Sch-1

SCHEDULE 2

Recorded Agreements

1. Revocable Consent Agreement made by the Franchise Division and accepted and agreed to by Tenant and US Bank National Association and recorded on May 19, 2004 in the Office of the City Register of the City of New York under CRFN 2004000314864

2. Zoning Lot Description and Ownership Statement, dated 3/28/1985 and recorded 3/29/1985 in Reel 892 Page 116.

4. Map Showing a Change in the Street System, Etc., in connection with the Washington Market Urban Renewal Area, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map #3756.

5. (l) Notice of Appropriation made by the Commissioner of Transportation of the State of New York, recorded 3/15/1999 in Reel 2836 Page 628. (Affects Streets)

With respect thereto:

a. Acquisition Map recorded 3/15/1999 in Reel 2836 Page 631.

(2) Superseding Notice of Appropriation made by the Commissioner of Transportation of the State of New York, recorded 3/15/1999 in Reel 2836 Page 471. (Affects Streets)

With respect thereto:

a. Acquisition Map recorded 3/15/1999 in Reel 2836 Page 474.

6. State of facts shown on that certain survey dated July 3, 1990, prepared by Earl B. Lovell – S.P. Belcher, Inc., as last redated pursuant to visual inspection on November 13, 2007.

Sch-2-1

SCHEDULE 3²³

Current Occupancy Agreements

Lease dated as of September 29, 1989 between Shearson Lehman Hutton Inc. (a remote predecessor in interest to Tenant) and Martin’s News & Sundry Shops, Inc.

First Amendment of Lease dated as of January     , 2004 between Tenant and Martin’s News & Sundry Shops, Inc.

²³ Update and revise Schedule 3 if factually inaccurate as of the Commencement Date.

Sch-3-1

SCHEDULE 4

388 Greenwich Street

Maintenance Schedule

PREVENTIVE MAINTENANCE SPECIFICATIONS

EMERGENCY GENERATOR

Specs:

1750 KW, 2188 KVA, 480Y/277 VOLTS

Monthly

1. MAKE VISUAL INSP. OF GENSET & SURROUNDING AREA

2. OPEN DOORS & INSP. INTERIOR FOR LEAKS & LOOSE BELT

3. VISUALLY INSP. TRANSFER SWITCH & TIMERS

4. TURN SWITCH TO TEST POSITION & VERIFY GENSET START

5. PERFORM CALIBRATION & ADJUSTMENT ON GENSET

6. PERFORM MONTHLY COMPLIANCE RUN AND LOAD TEST

6. OBSERVE GENSET SUPPORTING LOAD

7. VERIFY GENSET GOES TO COOLDOWN TURNS OFF AFTER SET TIME

8. CLEAN AREA AROUND GENERATOR

9. MAKE FINAL INSP., CLOSE & LOCK ALL DOORS

Quarterly

1. OBTAIN OIL AND FUEL SAMPLES FOR ANALYSIS

2. CALIBRATE ALL INSTRUMENTS

3. REPLACE OIL FILTERS

4. REPLACE AIR INTAKE FILTERS

5. TIGHTEN ALL CONNECTIONS IN CONTROL PANEL

6. PERFORM FUNCTIONAL TEST OF ALL SAFETIES

Annual

1. PERFORM FULL FUNCTIONAL BLACKOUT TEST

2. PERFORM MAINTENANCE ON ATS SWITCHES

3. CONFIRM ELEVATOR OPERATION ON EMERGENCY POWER

4. PERFORM INSULATION RESISTANCE TESTING

5. PERFORM INFRARED SCAN OF EMERGENCY DIST GEAR UNDER LOAD.

6. PERFORM CHANGE OF LUBRICATION OIL

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7. REMOVE COOLANT SAMPLE AND SEND FOR ANALYSIS

AIR HANDLING UNIT

Monthly

1. CHECK WITH OPERATING OR AREA PERSONNEL FOR DEFICIENCIES.

2. CHECK FOR UNUSUAL NOISE/VIBRATION.

3. CHECK TENSION, CONDITION, AND ALIGNMENT OF BELTS, ADJUST AS NECESSARY.

4. INSPECT EXTERIOR PIPING AND VALVES FOR LEAKS, TIGHTEN CONNECTIONS AS REQUIRED.

5. CLEAN AREA AROUND EQUIPMENT.

6. COMPLETE WORK REQUEST AND NOTE DEFICIENCIES.

Quarterly

1. REPLACE AIR FILTERS

2. CHECK CONTROLS AND UNIT FOR PROPER OPERATION.

3. CHECK TENSION, CONDITION, AND ALIGNMENT OF BELTS, ADJUST AS NECESSARY.

4. CHECK FOR UNUSUAL NOISE/VIBRATION.

5. INSPECT EXTERIOR PIPING AND VALVES FOR LEAKS, TIGHTEN CONNECTIONS AS REQUIRED

6. CHECK CONTROLS AND UNIT FOR PROPER OPERATION

Annual

1. CLEAN COILS, EVAPORATOR DRAIN PAN, BLOWER, MOTOR, AND DRAIN PIPING AS REQUIRED.

2. LUBRICATE SHAFT AND MOTOR BEARING

3. TOUCH UP PAINT AS REQUIRED

4. REPAIR INSULATION AS REQUIRED

HVAC CHILLER INSPECT

Monthly

1. CHECK UNIT FOR PROPER OPERATION

2. CHECK OIL LEVEL AND ADD AS NECESSARY

3. CHECK OIL TEMPERATURE

4. CHECK DEHYDRATOR OR PURGE SYSTEM, REMOVE WATER IF OBSERVED IN SIGHT GLASS

5. RUN SYSTEM CONTROL TESTS.

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6. CHECK REFRIGERANT CHARGE/LEVEL, ADD AS NECESSARY.

7. CHECK COMPRESSOR FOR EXCESSIVE NOISE/VIBRATION.

8. CLEAN AREA AROUND EQUIPMENT.

9. COMPLETE WORK ORDER AND DOCUMENT ALL CLEANING AND MAINTENANCE PERFORMED

Quarterly

1. CHECK UNIT FOR PROPER OPERATION

2. REMOVE OIL SAMPLE AND SEND FOR ANALYSIS

3. PERFORM VIBRATION ANALYSIS

4. RUN SYSTEM CONTROL CHECK

5. EXERCISE AND LUBRICATE VALVES

6. CALIBRATE AND TEST ALL FLOW SWITCHES

7. VERIFY OPERATION OF EMERGENCY STOP

Annual

1. REMOVE CONDENSER HEADS AND PUNCH TUBES

2. REMOVE EVAPORATOR HEADS AND PUNCH TUBES

3. PERFORM EDDY CURRENT ON CONDENSER

4. PERFORM EDDY CURRENT ON EVAPORATOR

5. WIRE WHEEL AND APPLY ANTI-CORROSIVE TO ALL SURFACES

6. REMOVE REFRIGERANT SAMPLE AND SEND OUT FOR ANALYSIS

7. PERFORM INSULATION RESISTANCE TESTING

FIRE ALARM Class “E” System

System-Wide Maintenance

1. VISUALLY INSPECT ALL ALARM EQUIPMENT FOR OBSTRUCTIONS OR PHYSICAL DAMAGE, CLEAN DIRT AND DUST FROM INTERIOR AND EXTERIOR OF PANEL/PULL BOXES, TIGHTEN LOOSE CONNECTIONS.

2. CONDUCT OPERATIONAL TEST OF INITIATING AND SIGNAL TRANSMITTING DEVICES IN POPULATED BUILDINGS BY BUILDING ZONE/AREA, FOR THOSE CIRCUITS WHICH DO NOT OPERATE PROPERLY, CHECK DETECTORS, CONTROL UNITS, AND ANNUNCIATORS FOR DUST ON DEFECTIVE COMPONENTS,

3. CHECK BATTERY VOLTAGES WHERE INSTALLED, REPLACE AS REQUIRED.

4. RESTORE SYSTEM TO PROPER OPERATING CONDITION AND NOTIFY PERSONNEL UPON COMPLETION OF TESTS.

5. FILL OUT MAINTENANCE CHECKLIST AND REPORT DEFICIENCIES.

Sub-Routines

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1. ALL DETECTION DEVICES TO BE CLEANED AND TESTED ON SEMI ANNUAL BASIS. FULL FUNCTIONAL TEST OF REPORTABILITY TO CLASS E SYSTEM TO BE CONFIRMED.

2. MANUAL PULL STATIONS TO BE TESTED ON SEMI ANNUAL BASIS

3. WARDEN PHONES TO BE TESTED MONTHLY

4. BACK-UP OF SYSTEM SOFTWARE TO BE PERFORMED AFTER ANY CHANGES OR MODIFICATIONS TO SYSTEM

BUILDING MANAGEMENT SYSTEM

1. WITH PANEL DISCONNECTED FROM POWER SOURCE, CLEAN MBC’s, SCU’S AND ASSOCIATED LAN DEVICES PANEL COMPARTMENT WITH VACUUM

2. INSPECT WIRING/COMPONENTS FOR LOOSE CONNECTIONS, TIGHTEN, AS REQUIRED

3. CHECK SET POINT OF CONTROLS, TEMPERATURE, HUMIDITY, OR PRESSURE

4. CHECK UNIT OVER ITS RANGE OF CONTROL

5. CHECK FOR CORRECT PRESSURE DIFFERENTIAL ON ALL TWO POSITION CONTROLLERS

6. CHECK AIR SYSTEMS FOR LEAKS, REPAIR AS NECESSARY

7. CHECK RELAYS, PILOT VALVES AND PRESSURE REGULATORS FOR PROPER OPERATION, REPAIR OR REPLACE AS NECESSARY

8. REPLACE AIR FILTERS IN SENSORS, CONTROLLERS AND THERMOSTATS AS NEEDED

9. IDENTIFY AND RESOLVE FAILED POINTS

10. PERFORM BACK UP OF FRONT END AND SIMULATE CATASTROPHIC FAILURE TO SYSTEM TO BE PERFORMED QUARTERLY

11. IDENTIFY UN-RESOLVED POINTS AND CORRECT IN PROGRAMMING LOGIC MONTHLY

CLEANING STANDARDS

I. MAIN LOBBY

Daily:

• Empty lobby trash receptacles as needed, but not less than four times per day.

• Periodically clean lobby glass and entrance glass of fingerprints and smudges.

• Carpet sweep walk-off mats as needed.

• Spot clean chrome and bright work as needed.

• Place and / or pick up walk-off mats as weather conditions require. Shampoo as required.

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Nightly:

• Wet mop all flooring paying special attention to corners, edges, and baseboard. Remove all scuffs and stains.

• Wipe clean and dust all visitor reception areas, including removal of any trash. Clean and sanitize all telephones.

• Dust and clean lobby directory.

• Dust and clean all walls from floor to 72” above floor.

• Clean and polish all metal doors and bucks, handrails, revolving doors and drums of revolving doors, interior and exterior.

• Wipe clean and polish all planters.

• Wipe down and clean the security desk area and equipment.

• Remove all finger marks, dirt smudges, graffiti, etc., from all revolving doors, frames, glass doors, partitions, windows, walls, elevator doors and elevator jambs.

• Empty (clean and sanitize as needed) all waste receptacles. Remove wastepaper and waste materials to designated area.

• Remove gum from walk-off mats and all other types of flooring.

• Vacuum all walk-off mats.

• Vacuum, clean and polish all floor saddles.

• Clean and sanitize all public telephones and surrounding area.

• Dust all flat surfaces including furniture.

• Place and / or pick up walk-off mats as weather conditions require.

Weekly:

• Dust all low reach areas including, but not limited to, chair rungs, structural and furniture ledges, baseboards, window sills, door louvers, moldings, etc.

• Dust all fire extinguishers cabinets or enclosures, enunciator panels and pull stations.

• Sweep, mop and spray buff all hard flooring. Ensure a consistent finish around edges and base.

• Wash and disinfect all waste receptacles.

Monthly:

• Dust all high reach areas including, but not limited to, tops of doors, frames, pictures, lamps, light fixtures, window blinds, air diffusers and return grills, ventilating louvers.

• Machine clean and polish all flooring. All flooring shall be maintained, at the minimum, as a mid gloss finish at all times.

Quarterly:

• Clean all wall panels 72” and higher.

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II. ELEVATORS

Daily:

• Elevator cabs to be policed throughout the day. All floors are to be swept and mopped or vacuumed as needed.

Nightly:

• Vacuum clean and polish all elevator saddles and tracks; if necessary, sweep heavier debris with brush to remove.

• Sweep and mop all stone flooring in passenger elevators. Vacuum if carpeted.

• Damp wipe panel walls, call buttons and indicators of elevator cabs to remove any smudges or graffiti.

• Wipe down all metal finishes in cabs including, but not limited to, all indicators, panels, and doors. Remove any foreign matter or debris from light fixtures.

• Thoroughly clean freight elevator cabs including sweeping and mopping floor, and damp wiping all walls and doors. When elevator cab is used for hauling trash, the cab must be disinfected.

• Report any mechanical deficiencies or damage to the Agent.

Monthly:

• Machine clean and polish all flooring.

III. STAIRWELLS

Weekly:

• Police all stairwells throughout the building and keep in clean condition by sweeping or picking up trash and litter from the stairs / floors.

• Spot mop and sanitize stairs / floors immediately when made necessary by sickness, spillage or as otherwise necessary to ensure personal safety.

• Damp wipe finger marks, smears, smudges and graffiti on stairway doors and wall surfaces, hose racks and handrails.

• Report any unauthorized equipment.

Monthly:

• Clean fire hoses, fire hose cabinets and similar equipment as needed, but at least once per month.

• Wet mop landings, steps and treads. Wipe down railings.

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IV. ELEVATOR LOBBIES / COMMON AREAS

Nightly:

• Sweep and damp mop uncarpeted areas.

• Vacuum all carpeted areas.

• Wipe clean all elevator call buttons and indicator lights.

• Damp wipe to remove all smudges, marks and fingerprints from walls and glass entrance doors.

• Wipe clean all signage.

Weekly:

• Detail vacuum all carpeted areas.

• Dust all ventilation louvers.

• Sweep and mop all maintenance areas and basement corridors.

• Spot clean all wall finishes with clean damp cloth.

• Wipe with clean damp cloth all doors, door frames, and high reach areas not cleaned during nightly cleaning.

Monthly:

• Wipe clean all baseboards.

• Wipe clean and / or dust all ventilation louvers and light fixtures.

• Clean all wood doors with approved cleaning agent.

Quarterly:

• Basement corridors should be washed clean, from floor to ceiling, to remove smudges, marks and stains.

V. EXTERIOR SIDEWALKS AND PLAZA

Daily:

• Police and remove debris from planters.

• Use exterior vacuum and / or blower to clear grounds of all leaves and debris before 8:00 a.m.

• Sweep sidewalks, curbs, and Plaza using a power vacuum (provided by contractor) removing and / all foreign matter. Police throughout day.

Weekly:

• Remove gum from sidewalks.

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• Remove graffiti as needed.

• Clean exterior façade from ground level to 8 feet.

VI. LOADING DOCK AND RECEIVING AREA

Daily:

• Police the loading dock / receiving area, including all office areas, not less than three (3) times per day.

• Sweep all areas to ensure a litter free area.

• Respond to all spills and emergencies as may be required.

• Remove debris from compactor area.

• Place all trash and recyclable trash in designated areas.

Nightly:

• Place all trash and recyclable trash in designated areas.

• Keep loading dock area clear of rubbish and debris.

• Clean all office areas consistent with section “III. OFFICE AREAS” of the general cleaning specification.

Weekly:

• Rinse and disinfect loading dock / receiving area.

VII. SNOW REMOVAL

• Snow / ice will be removed immediately as accumulations occur during the day or night, including weekends.

• All sidewalk areas to be maintained completely clear of snow / ice, spread snowmelt chemicals as conditions require throughout the storm and after the storm as conditions warrant.

• Remove snow / ice from crosswalks for easy pedestrian access.

• Truck entrances and loading dock areas to be completely free of snow / ice.

VIII. ROOF TOP / SET BACKS

Monthly:

• Keep all areas free of debris, including spraying to control weeds.

IX. BUILDING SERVICE AREAS / MECHANICAL SPACE

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Daily:

• Clean and maintenance and security locker rooms, including locker room lavatories, in a neat and orderly condition, consistent with that of the rest of the building.

• All slop sinks and closets are to be kept neat and clean at all times. Mops, rags and equipment are to be cleaned and stored in an orderly fashion.

• Maintain an orderly arrangement of all janitorial supplies and equipment, including all paper products.

• Police all locker rooms and locker rooms lavatories throughout the day consistent with that of the rest of the building.

Monthly:

• Sweep and / or clean all telephone, electrical, and mechanical closets.

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EXHIBIT A

Legal Description

388 Greenwich St (Block 186 Lot 1)

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the easterly line of West Street with the northerly line of North Moore Street;

RUNNING THENCE North 20 degrees 04 minutes 45 seconds West, along the easterly line of West Street, 190.09 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 281.89 feet;

THENCE North 21 degrees 52 minutes 40 seconds West, 9.00 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 140.00 feet to a point in the westerly line of Greenwich Street;

THENCE South 21 degrees 28 minutes 00 seconds East, along the westerly line of Greenwich Street, 199.00 feet to the corner formed by the intersection of the northerly line of North Moore Street with the westerly line of Greenwich Street;

THENCE South 68 degrees 07 minutes 20 seconds West, along the northerly line of North Moore Street, 426.43 feet to the point or place of BEGINNING.

The street lines described above are as shown on map entitled “Map Showing a Change in the Street System, Etc., in Connection with the Washington Market Urban Renewal Area”, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map # 3756.

A-1

EXHIBIT B-1 through EXHIBIT B-4

Floor Plans

[See attached]

B-1

EXHIBIT C

Form of Landlord’s Statement

One Court Square

Statement of Operating Expenses

For The Year Ended December 31,         

Cleaning	$
Electricity
Water/Steam
Maintenance Contracts
Repairs
Insurance
Security Services
Salaries & Related
Management Fees
Professional & Other
Total
Escalatable Capital Cost
Total Escalatable Expenses	$

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EXHIBIT D

Superior Mortgagee SNDA Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT, dated the          day of             , 200   by and among                      (including its successors and assigns (hereinafter called “Mortgagee”),                     , a                     , having an office at                                          (hereinafter called “Landlord”) and                     , a                      having an office at 388 Greenwich Street, New York, New York 10004 (hereinafter called “Tenant”).

W I T N E S S E T H:

WHEREAS, Tenant has entered into a certain lease dated as of the date hereof with Landlord (such lease, as the same may be amended and restated pursuant to the form of lease annexed thereto as Exhibit J, is hereinafter called the “lease” or the “Lease”), covering the entire land and improvements thereon commonly known as 388 Greenwich Street and located in New York, New York, as more particularly described on Schedule A attached hereto;

WHEREAS, Tenant has entered into a certain Reciprocal Easement Agreement respecting the Premises and 390 Greenwich Street, New York, New York, a copy of which is annexed to the Original Lease (as such term is defined in the Lease) (the “REA”); and

WHEREAS, Mortgagee has made a certain mortgage loan to the Landlord (hereinafter called the “Mortgage”; the documents entered into in connection therewith, as the same may be amended, restated, supplemented, replaced, consolidated, or otherwise modified from time to time, the “Mortgage Loan Documents”) and the parties desire to set forth their agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

1. Subject to the terms and conditions hereof, the lease and the REA shall be subject and subordinate in each and every respect to the lien of the Mortgage insofar as it affects the real property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon and other sums payable thereunder and the Mortgage Loan Documents.

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2. Tenant agrees that after notice is given to Tenant by Mortgagee it will attorn to and recognize Mortgagee, any purchaser at a foreclosure sale under the Mortgage, any transferees by deed in lieu of foreclosure of the Mortgage, and the successors and assigns of Mortgagee or any such purchasers or tranferees who acquire the premises demised (the “Premises”) under the Lease (any of such parties is herein referred to as an “Acquiring Party”) in the event of any suit, action or proceeding for the foreclosure of the Mortgage or to enforce any rights thereunder, any judicial sale or execution or other sale of the Premises or the giving of a deed in lieu of foreclosure of any default under the Mortgage or, with respect to Mortgagee, after any event of default under the Mortgage Loan Documents pursuant to which Mortgagee has the right and elects to exercise the rights of Landlord under the Lease (each, an “Attornment Event”), as its landlord for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the terms and conditions set forth in the Lease and this Agreement. Such attornment is to be effective as of the date that such Attornment Event occurs, without the execution of any further agreement. However, Tenant and the Acquiring Party agree to confirm the provisions of this Agreement in writing upon the request of either party.

3. In the event that it should become necessary to foreclose the Mortgage, Mortgagee thereunder or any Acquiring Party will not terminate the Lease nor the REA nor join Tenant in summary or foreclosure proceedings (unless Tenant is a necessary party thereto under law), nor disturb the possession of Tenant, nor diminish or interfere with Tenant’s rights and privileges under the Lease or the REA or any extensions or renewals of the Lease entered into pursuant to the Lease or consented to by Mortgagee, as applicable, so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease and the REA, as the case may be.

4. In the event that Mortgagee or an Acquiring Party shall succeed to the interest of Landlord under the Lease (the date of such succession being hereinafter called the “Succession Date”), so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease, Mortgagee or the Acquiring Party, as the case may be, shall not disturb the possession of Tenant and shall be bound by all of Landlord’s obligations under the Lease and the REA; provided that neither the Mortgagee nor any Acquiring Party shall be:

(a) liable for any act or omission or negligence or failure or default of any prior landlord (including Landlord) to comply with any of its obligations under the Lease, except to the extent that (1) such act or omission constitutes a default by landlord under the Lease and continues after the Succession Date, and (2) Mortgagee’s or Acquiring Party’s liability is limited to the effects of the continuation of such act or omission from and after the Succession Date and shall not include any liability of any prior landlord (including Landlord) which accrued prior to the Succession Date; or

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(b) liable for the return of any security deposit, except to the extent such security deposit shall have been paid over (or assigned, in case of any letter of credit) to the Mortgagee or Acquiring Party; or

(c) subject to any counterclaims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) except to the extent (1) that such counterclaims, offsets or defenses shall have accrued in accordance with the terms of the Lease, including, without limitation, any offsets with respect to Landlord Reimbursement Amounts (as defined in the Lease) or (2) the basis for such counterclaims, offsets or defenses continue to exist from and after the Succession Date; provided that Mortgagee receives notice thereof in accordance with the Lease; or

(d) bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord, including Landlord, under the Lease (other than customary prepayments of operating expense and real estate tax and Landlord Reimbursement Amounts); or

(e) bound by any amendment or modification of the Lease or the REA made without its consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Lease in accordance with all of the material terms of the Lease governing the exercise of such specific right or option.

[Clauses (a) through (e) shall not apply where the mortgagee of Superior Lessor (in the case of a Superior Lease) is an affiliate of Landlord]

5. Tenant agrees to give the Mortgagee and/or Acquiring Party, as applicable, a copy of any notice of default served upon the Landlord by Tenant at such time as such notice is served upon Landlord, provided that prior to being obligated to give notice to any Acquiring Party, Tenant has been notified, in writing (by way of Notice of Assignment of Rents and Leases, or otherwise), of the address of the Acquiring Party. No termination of the Lease as a result of such default will be effective as against Mortgagee unless it has received the aforementioned notice and the same opportunity to cure provided to Landlord under the Lease, running from the date Mortgagee receives such notice.

6. Mortgagee hereby consents to the Lease and, subject to the provisions of Paragraph 4 hereof, all of the terms and conditions thereof, and the terms of the Mortgage shall not affect such terms and conditions of the Lease.

7. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made hereunder (hereinafter collectively called “notices”) shall be in writing (whether or not so stated elsewhere in this agreement) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized

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overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the other party as follows:

If to Mortgagee:

with a copy to:

If to Landlord:

with a copy to:

If to Tenant:

with a copy to:

with an additional copy to:

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the other, given at least fifteen (15)

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days before such change of address or notice party is to become effective. For purposes of this Agreement the term “Business Day” means any day that the New York Stock Exchange is open for business.

8. The liability of Mortgagee for the performance of any obligation of Landlord under the Lease shall be limited to Mortgagee’s interest in the Premises (which shall be deemed to include the proceeds of any insurance, condemnation, sale or refinancing proceeds received by Mortgagee or an Acquiring Party with respect to all or any portion of the Premises), and Tenant hereby agrees that any monetary judgment it may obtain against Mortgagee as a result of Mortgagee’s failure, as Landlord, to perform any of Landlord’s obligations under the Lease shall be enforceable solely against Mortgagee’s interest in the Premises. Notwithstanding the foregoing, Mortgagee shall not, by virtue of the Mortgage, be or become a mortgagee-in-possession or become subject to any liability or obligation under the Lease or otherwise until Mortgagee shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise.

9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.

10. Tenant acknowledges notice of the Mortgage and assignment of rents and leases from the Landlord for the benefit of the Mortgagee. Tenant agrees to continue making payments of rents and other amounts owed by Tenant under the Lease to the Landlord until notified otherwise in writing by the Mortgagee, and after receipt of such notice the Tenant agrees thereafter to make all such payments to the Mortgagee, without any further inquiry on the part of the Tenant, and Landlord consents to such payments made to the Mortgagee and Landlord waives and releases any claim it may have against Tenant for any sum paid by Tenant to Mortgagee pursuant to any such demand. This Agreement constitutes the entire agreement between the Mortgagee and Tenant regarding the subordination and non-disturbance of the Lease to the Mortgage. If this Agreement conflicts with the Lease, then this Agreement shall govern as between the parties and their successors and assigns and any Acquiring Party.

11. This Agreement shall be governed by the laws of the State of New York, excluding such state’s principles of conflict of laws.

12. This Agreement may be amended, discharged or terminated, or any of its provisions waived, only by a written instrument executed by the party to be charged.

13. Tenant and the Mortgagee hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

14. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.

MORTGAGEE:

By:

Name:

Title:

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

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STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the              day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the              day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

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STATE OF NEW YORK	)
	) ss.:
COUNTY OF NEW YORK	)

On the              day of             , 200    , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

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SCHEDULE A

Description of Premises

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EXHIBIT E

Landlord’s Non-Disturbance Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT made as of the              day of             , 200     by and among                      (hereinafter called “Landlord”),                      (hereinafter called “Tenant”), and                      (hereinafter called “Subtenant”).

W I T N E S S E T H:

WHEREAS, Landlord is the landlord under that certain lease dated as of             , 2005 between Landlord, as lessor, and Tenant, as lessee (hereinafter called the “Overlease”), covering the entire premises (hereinafter called the “Demised Premises”) in the building known as 388 Greenwich Street, New York, New York (hereinafter called the “Building”) on land more particularly described in Exhibit A annexed hereto; and

WHEREAS, a portion of the Demised Premises comprised of                      (hereinafter called the “Sublease Premises”) has been subleased to Subtenant pursuant to that certain sublease dated as of             , 20         between Tenant, as sublessor, and Subtenant, as sublessee (hereinafter called the “Sublease”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid, the parties hereto agree as follows:

1. So long as Subtenant is not in default, after notice and the lapse of any applicable grace period, in the performance of any terms, covenants and conditions to be performed on its part under the Sublease, then in such event:

(a) Unless any applicable law requires same, Subtenant shall not be joined as a party defendant in any action or proceeding which may be instituted or taken by the Landlord for the purpose of terminating the Overlease by reason of any default thereunder;

(b) Subtenant shall not be evicted from the Sublease Premises nor shall any of Subtenant’s rights under the Sublease be affected in any way by reason of any default under the Overlease, and

(c) Subtenant’s leasehold estate under the Sublease shall not be terminated or disturbed by reason of any default under the Overlease.

2. (a) If Landlord shall succeed to the rights of Tenant under the Sublease by termination of the Overlease or the expiration of the term thereof or

E-1

otherwise, Landlord, as Subtenant’s landlord under said Sublease, shall accept Subtenant’s attornment and Subtenant agrees to so attorn and recognize Landlord as Subtenant’s landlord under said Sublease without further requirement for execution and delivery of any instrument to further evidence the attornment set forth herein. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver any instrument that may reasonably be required to evidence such attornment.

(b) Subject to the provisions of subparagraph 2(c) below, upon any such attornment and recognition, the Sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord and Subtenant upon all of the then executory terms, conditions and covenants as are set forth in the Sublease (as the same incorporates by reference the Overlease, notwithstanding the termination of the Overlease), and shall be applicable after such attornment, provided, to the extent that Landlord has any rights under the Overlease which are applicable to the Demised Premises and are in addition to the rights of the lessor under the Sublease, such rights shall be deemed incorporated into the Sublease, notwithstanding the termination of the Overlease; and provided, further that Landlord shall not be (i) subject to any credits, offsets, defenses or claims which Subtenant might have against Tenant; nor (ii) bound by any rent which Subtenant might have paid for more than the current month to Tenant (other than customary prepayments of Taxes and Operating Expenses), unless such prepayment shall have been made with Landlord’s prior written consent; nor (iii) liable for any act or omission of Tenant; nor (iv) bound by any covenant to undertake or complete any improvement to the Sublease Premises or the Building; nor (v) be required to account for any security deposit other than any security deposit actually delivered to Landlord; nor (vi) liable for any payment to Subtenant of any sums, or the granting to Subtenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Sublease Premises or any portion thereof; nor (vii) bound by any amendment, modification or surrender of the Sublease made without Landlord’s prior written consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Sublease in accordance with all of the material terms of the Sublease governing the exercise of such specific right or option. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any action or proceeding for the purpose of terminating the Overlease by reason of any default thereunder.

(c) Notwithstanding anything to the contrary contained herein, in the event that the rental rate set forth in the Sublease, on a per rentable square foot basis (including fixed rent and additional rent on account of real estate taxes, Operating Expenses and electricity), after taking into account all rent concessions provided for in the Sublease, is less than the Minimum Sublease Rent (as such term is defined in Section 7.09 of the Lease), the Sublease shall be deemed to be automatically amended effective as of the date of the aforementioned attornment and recognition so that from and after the

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date of such attornment and recognition, the rental rate payable under the Sublease shall be the Minimum Sublease Rent. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver an amendment to the Sublease, in form reasonably satisfactory to Landlord and Subtenant, setting forth such increase in the rental rate payable under the Sublease to the Lease Rent; provided, however, that the absence of such written amendment shall not, in any event, affect the automatic rental increase described herein.

3. The Sublease now is and shall remain subject and subordinate to the Overlease and to any ground or underlying lease affecting the Demised Premises and to all renewals and replacements, extensions, consolidations and modifications thereof, and to all other matters to which the Overlease shall be subordinate, subject to the terms and conditions of this Agreement.

4. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their successor and assigns.

5. This Agreement may not be modified except by an agreement in writing signed by the parties or their respective successors in interest.

6. Any notice, statement, demand, consent, approval or other communication (collectively, “notices”) required or permitted to be given, rendered or made pursuant to, under, or by virtue of this Agreement (or any amendment to the Sublease made pursuant hereto) must be in writing and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the party for whom intended at its address set forth above. Notices shall be deemed to have been given, rendered and made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the others, given at least fifteen (15) days before such change of address or notice party is to become effective.

[Signatures follow]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

SUBTENANT:

By:

Name:

Title:

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EXHIBIT F

Building Rules and Regulations

In the event of any conflict between these Building Rules and Regulations and the provisions of the Lease, the provisions of the Lease shall govern.

1. The sidewalks, areas, entrances, vestibules, passages, corridors, halls, elevators and stairways shall not be encumbered nor obstructed by any tenants or any of their agents, clerks, servants, subtenants or visitors, or used by them for any other purpose than for ingress and egress to and from their respective premises. Landlord reserves the right in its reasonable judgment to restrict and regulate the use of the aforementioned public areas of the Building by tenants, their employees, guests and customers and by persons making deliveries to tenants, including but not limited to the right to allocate certain elevators for delivery service, and the right to designate which building entrances shall be used by persons making deliveries in the Building.

2. The doors, skylights and windows that reflect or admit light into passageways or into any place in the Building shall not be covered or obstructed by any tenant.

3. The water-closets, wash-closets, urinals and the other water apparatus shall not be used for any purposes other than those for which they were constructed and no sweepings, rubbish, rags, ashes, chemicals, refuse from electric batteries, or other substances shall be thrown therein. No tenant shall lay linoleum or other similar floor covering (excluding VCP tile) so that the same shall come in direct contact with the floor of its premises, and if linoleum or other similar floor covering is desired to be used, an interlining of builder’s deadening felt shall first be affixed to the floor by paste, or other material, which may easily be removed with water, the use of cement or other similar adhesive material being expressly prohibited.

4. Except as set forth to the contrary in the lease, no sign, advertisement or notice shall be inscribed, painted, affixed or displayed on any of the windows or doors or on any other part of the outside or the inside of the Building, without the prior consent in writing of the Landlord or its agents. This Rule shall not apply to any part of this Premises (except the exterior windows).

5. No freight, furniture, or bulky matter of any description will be received into the Building or carried up or down, except during hours and in the manner designated by Landlord which may involve overtime work for Landlord’s agents, employees or contractor. Tenants receiving such deliveries shall reimburse Landlord for extra cost of such overtime work. The moving of safes shall occur at such times as

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Landlord shall designate upon previous notice to the managing agent of the Building and the persons employed to move the safes in and out of the Building must be reasonably acceptable to Landlord.

6. Tenants shall not install any locks or bolts on any doors nor make any changes in existing locks without providing Landlord with a copy thereof except for secure areas.

7. No portions of any tenant’s premises shall be used for manufacturing or for lodging.

8. Nothing shall be swept or thrown by tenants or by their agents, clerks, servants or visitors, into the corridors, halls, stairways, elevators, or light shafts, or upon the skylights of the Building, or into or upon any heating or ventilating registers, or plumbing apparatus in the Building, or upon adjoining buildings or upon the street. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of the Landlord.

9. No animals or birds shall be kept in or about the Building, except seeing eye dogs.

10. Tenants shall not bring into Building or keep in the Building any gasoline, kerosene, camphene, burning fluid, or other inflammable, combustible or explosive fluid, chemical or substance other than in customary amounts permitted by applicable Legal Requirements as are generally used by tenants in Comparable Buildings for the normal operation and maintenance of Tenant’s office equipment and machinery and cleaning for Premises.

11. No tenant shall cause or permit any odors of cooking or other processes or any objectionable odors to emanate from its premises or from the Unit or the Building.

12. Canvassing peddling and soliciting are prohibited in the Building and each tenant shall cooperate to prevent the same.

13. Landlord reserves the right to exclude from the Building all persons who do not present a pass to the Building signed by the Landlord or a pass issued by tenant. Landlord or its or their agent(s) will furnish passes to persons for whom any tenant requests same in writing or by telephone. Each tenant shall be responsible for all persons for whom it requests such a pass and shall be liable to landlord for all acts of such persons. Landlord may require all such persons to sign a register on entering and leaving the Building.

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14. Landlord shall not responsible to any tenant for the non observance or violation of these rules and regulations by the Unit Owner or any other tenant or occupant of the Unit or the Building.

15. Landlord reserves the right to rescind any of these rules and regulations and to make such other and further rules and regulations, as in the judgment of Landlord may from time to time be reasonable for the safety, care, cleanliness and good order of the Building.

16. Landlord may from time to time adopt additional systems and procedures to improve the security or safety of the Building, any persons occupying, using or entering the same, or any equipment, furnishings or contents thereof, and tenants shall comply with Landlord’s requirements relative thereto provided such additional systems and procedures adopted by landlords of Comparable Buildings.

F-3

EXHIBIT G

388 GREENWICH STREET

Basic Capacity

• 6 watts demand per rentable square foot per floor for lighting and office equipment exclusive of base building HVAC and all emergency/standby power.

• Landlord shall supply emergency power from the Life-Safety generator to serve egress lighting, exit lighting and emergency equipment loads per Local Law #16.

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EXHIBIT H

ELEVATOR SPECIFICATIONS

388 GREENWICH STREET – VERTICAL TRANSPORTATION EQUIPMENT

EQUIPMENT DESCRIPTION

Electric Traction Passenger Elevators

Low Rise Elevators

NUMBER:	CARS 1-7
CAPACITY:	7000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	500 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	2:1
SUPERVISORY CONTROL:	HR - ELEVONIC DOUBLE DECK
OPERATIONAL CONTROL:	HR - ELEVONIC DOUBLE DECK
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	460 VOLTS 3 PHASE 60 HERTZ
STOPS:	14
OPENINGS:	14
FLOORS SERVED:	L, M, 4-15
TRAVEL:	250’
PLATFORM SIZE:	7’ 0” WIDE X 6’ 2” DEEP
MINIMUM CLEAR INSIDE CAR:	6’ 7  1/4” WIDE X 5’ 1 5/16” DEEP
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
PLATFORM SIZE:	7’ 0” WIDE X 6’ 2” DEEP

H-1

MINIMUM CLEAR INSIDE CAR:	6’ 7  1/4” WIDE X 5’ 1 5/16” DEEP
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
DOOR OPERATION:	Otis OVL
DOOR PROTECTION:	Lambda 3
SAFETY:	Wedge
GUIDE RAILS:	JUMBO STEEL
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH TIE DOWNS

Mid-Rise Elevators

NUMBER:	CARS 14-20
CAPACITY:	7000 #
CLASS LOADING:	CLASS A LOADING.
SPEED:	700 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	HR - ELEVONIC DOUBLE DECK
OPERATIONAL CONTROL:	HR - ELEVONIC DOUBLE DECK
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	16
OPENINGS:	16
FLOORS SERVED:	L, M, 14-27
TRAVEL:	410’
PLATFORM SIZE:	7’ 0” WIDE X 6’ 2” DEEP
MINIMUM CLEAR INSIDE CAR:	6’ 7  1/4” WIDE X 5’ 1 5/16” DEEP
ENTRANCE SIZE:	42” WIDE X 84” HIGH

H-2

ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING
DOOR OPERATION:	Otis OVL
DOOR PROTECTION:	Lambda 3
SAFETY:	Wedge
GUIDE RAILS:	JUMBO STEEL
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH TIE DOWNS

High-Rise Elevators

NUMBER:	CARS 8-13
CAPACITY:	7000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	1000 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	HR - ELEVONIC DOUBLE DECK
OPERATIONAL CONTROL:	HR - ELEVONIC DOUBLE DECK
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	16
OPENINGS:	16
FLOORS SERVED:	L, M, 14-27
TRAVEL:	560’
PLATFORM SIZE:	6’ 10” X 5’ 10”
MINIMUM CLEAR INSIDE CAR:	6’ 4” X 5’ 6”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED CENTER OPENING

H-3

DOOR OPERATION:	Otis OVL
DOOR PROTECTION:	Lambda 3
SAFETY:	WEDGE
GUIDE RAILS:	JUMBO STEEL
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH TIE DOWN

Electric Traction Service Elevators

Service Elevators

NUMBER:	CAR SE1
CAPACITY:	6000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	700 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	ELEVONIC 401
OPERATIONAL CONTROL:	ELEVONIC 401
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	41
OPENINGS:	41
FLOORS SERVED:	B-40
TRAVEL:	600’
PLATFORM SIZE:	110.5”x62.25”
ENTRANCE SIZE:	54” WIDE X 96” HIGH
ENTRANCE TYPE:	TWO SPEED SIDE OPENING
DOOR OPERATION:	Otis OVL
DOOR PROTECTION:	Lambda 3

H-4

SAFETY:	Wedge
GUIDE RAILS:	STEEL
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE
NUMBER:	SE2
CAPACITY:	6000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	700 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	1:1
SUPERVISORY CONTROL:	ELEVONIC 401
OPERATIONAL CONTROL:	ELEVONIC 401
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	40
OPENINGS:	40
FLOORS SERVED:	B-39
TRAVEL:	560’
PLATFORM SIZE:	110.5”x69.5”
ENTRANCE SIZE:	54” WIDE X 96” HIGH
ENTRANCE TYPE:	TWO SPEED, SIDE OPENING
DOOR OPERATION:	Otis OVL
DOOR PROTECTION:	LAMBDA 3
	WEDGE
GUIDE RAILS:	STEEL
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE
NUMBER:	SE3

H-5

CAPACITY:	6000 #
CLASS LOADING:	CLASS A LOADING
SPEED:	500 F.P.M.
MACHINE:	GEARLESS
MACHINE LOCATION:	OVERHEAD
ROPING:	2:1
SUPERVISORY CONTROL:	ELEVONIC 401
OPERATIONAL CONTROL:	ELEVONIC 401
MOTOR CONTROL:	SCR DRIVE
POWER CHARACTERISTICS:	480 VOLTS 3 PHASE 60 HERTZ
STOPS:	16
OPENINGS:	17
FLOORS SERVED:	LD Front & Rear, B-15 Front
TRAVEL:	250’
PLATFORM SIZE:	107”x69.5”
ENTRANCE SIZE:	54” WIDE X 96” HIGH
ENTRANCE TYPE:	TWO SPEED, SIDE OPENING
DOOR OPERATION:	Otis OVL
DOOR PROTECTION:	LAMBDA 3
SAFETY:	WEDGE
GUIDE RAILS:	STEEL
BUFFERS:	OIL
COMPENSATION:	WIRE ROPE WITH PIT GUIDE SHEAVE

Hydraulic Elevator -

Passenger Hydraulic Elevator

NUMBER:	CAR 21
CAPACITY:	3500# CLASS A LOADING
SPEED:	125 F.P.M.
SUPERVISORY CONTROL:	30-HOTLS

H-6

OPERATIONAL CONTROL:	30-HOTLS
MOTOR CONTROL:	SOFT START
POWER CHARACTERISTICS:	460 VOLTS, 3 PHASE, 60 HERTZ
STOPS:	5
OPENINGS:	5
FLOORS SERVED:	C, L, M FRONT 2, 3 REAR
TRAVEL:	46’
PLATFORM SIZE:	80”x62.25”
ENTRANCE SIZE:	42” WIDE X 84” HIGH
ENTRANCE TYPE:	SINGLE SPEED , CENTER OPENING
DOOR OPERATION:	Otis QL
DOOR PROTECTION:	LAMBDA 3
MACHINE:	PLUNGER AND CLYLINDER
MACHINE LOCATION:	ADJACENT
GUIDE RAILS:	STEEL
BUFFERS:	SPRING

Escalators

Front Lobby-Mezzanine

TYPE:	OTIS 510
NUMBER	ESCALATORS 1, 2, 3
SIZE: ESCALATORS 1, 2, 3	48” WIDE (1,000mm STEP)
SPEED:	100 F.P.M.
RISE: ESCALATORS 1,2, 3	12’ - 0” ±
FLOORS SERVED:	LOBBY-MEZ

Mezzanine - 3

H-7

TYPE:	OTIS 510
NUMBER	ESCALATORS 4, 5, 6
SIZE: ESCALATORS 5, 6	32” WIDE (30” STEP)
SPEED:	100 F.P.M.
RISE: ESCALATORS 5, 6	19’ – 0” ±
FLOORS SERVED:	MEZ-3

Back Mezzanine- Lobby Down

TYPE:	OTIS 510
NUMBER	ESCALATOR 7
SIZE: ESCALATORS 5, 6	32” WIDE (600mm STEP)
SPEED:	100 F.P.M.
RISE: ESCALATORS 5, 6	12’ – 0” ±
FLOORS SERVED:	LOBBY-MEZ

H-8

CAR AND GROUP PERFORMANCE REQUIREMENTS

Traction Elevators

Car Speed: ± 3% of contract speed under any loading condition.

Car Capacity: Safely lower, stop and hold up to 125% of rated load.

Car Stopping Accuracy: ±1/4” under any loading condition.

Door Opening Time: Seconds from start of opening to fully open;

Cars 1-7: 1.4 seconds.

Cars 8-13: 1.4 seconds.

Cars 14-20: 1.4 seconds.

SE1,SE2,SE3: 3.5 seconds.

Door Closing Time: Seconds from start of closing to fully closed;

Cars 1-7: 2.5 seconds.

Cars 8-13: 2.5 seconds.

Cars 14-20: 2.5 seconds.

SE1,SE2,SE3: 5.4 seconds.

Car Floor to Floor Performance Time: Seconds from start of doors closing until doors are 3/4 open (1/2 open for side opening doors) and car stopped at next successive floor under any loading condition or travel direction ( 12’-10” typical floor height);

Cars 1-7: 8.2 seconds.

Cars 8-13: 8.2 seconds.

Cars 14-20: 8.2 seconds.

SE1,SE2,SE3: 13.1 seconds.

Car Ride Quality

Horizontal acceleration within car during all riding and door operating conditions: Not more than 20 milli(g). peak to peak in the 1 - 10 Hz range.

H-9

Acceleration and Deceleration: Smooth constant and not more than 4 feet/second/² with an initial ramp between 0.5 and 0.75 seconds.

Sustained Jerk: Not more than 8 feet/second/³.

Design, install and adjust elevator equipment to meet the following:

Vertical Vibration: Not more than 15 milli(g) for gearless elevators and 20 milli(g) for geared elevators in the 1-10 Hz range measured in the vertical (Z) axis measured during full length of hoistway travel in either direction while elevator is in motion.

Airborne Noise: Measured noise level of elevator equipment and its operation shall not exceed 50 dBA in elevator lobbies and 60 dBA inside car under any condition including door operation and car ventilation exhaust blower on its highest speed.

System Response Time (Elevator Nos. 1-20). Passenger waiting times in the passenger groups, as measured by registration of hall calls, shall meet the following criteria during all traffic conditions of the day other than “up peak”, after the equipment modernization and replacement is completed:

ELEVATOR GROUP	REQUIRED 15-MINUTE SYSTEM RESPONSE TIME	REQUIRED PERCENTAGE OF REGISTERED CORRIDOR CALLS ANSWERED IN ANY 15-MINUTE PERIOD
		£30 SECONDS		£60 SECONDS		£90 SECONDS
ELEVATORS 1-7	£15	³85	%	³97	%	³99.5	%
ELEVATORS 8-13	£18	³81	%	³96	%	³99	%
ELEVATORS 14-20	£18	³81	%	³96	%	³99	%

Hydraulic Elevators

Speed: ±5% of contract speed under any loading condition in either direction.

Capacity: Safely lower, stop and hold up to 125% of rated load.

Stopping Accuracy: ±1/4” under any loading condition.

H-10

Door Opening Time: Seconds from start of opening to fully open;

Car 21: 1.8 seconds.

Door Closing Time: Seconds from start of opening to fully open;

Car 21: 2.5 seconds.

Floor-to-Floor Performance Time: Seconds from start of doors closing until doors are 3/4 open (1/2 open for side opening doors) and car level and stopped at next successive floor under any loading condition or travel direction (12’ 8”typical floor height);

Car 21: 12.4 seconds.

Pressure: Design and factory test fluid system components for 500 p.s.i. Do not exceed operating pressure of 400 p.s.i.

All elevator equipment provided under this contract, including power unit, controller, oil supply lines and their support shall be mechanically isolated from the building structure and electrically isolated from the building power supply and each other to minimize the possibility of objectionable noise and vibrations being transmitted to occupied areas of the building.

Measure noise level of the elevator equipment and its operation shall not exceed 50 dBA in elevator lobby and 60 dBA in elevator car under any condition including door operation and with the car ventilation exhaust blower on its highest speed.

H-11

EXHIBIT I

388 GREENWICH STREET

Cleaning Specifications

Nightly:

• Spot vacuum carpeting if required.

• Clean and sanitize all water fountains.

• Empty (clean / disinfect as needed) all waste receptacles; tie top of disposable liner and remove; replace with new liner. Remove wastepaper, recyclable and waste materials to designated area.

• Hand dust and wipe clean, with treated cloths, all horizontal surfaces including furniture, office equipment, files, window sills, grill work, door ledges, chair rails and convector covers within normal reach.

• Wipe clean all bright work.

• Dust all desks and surrounding area. Do not move any papers, files, etc.

• Wipe clean and disinfect all telephones.

• Clean all glass furniture tops.

• Adjust all perimeter blinds to uniform standard as specified by Agent.

• Sweep and mop all non-carpeted areas including all resilient tile and wood flooring. Remove gum, tar, etc.

• Remove all finger marks from private entrance doors, light switches and doorways.

• Upon completion of all cleaning, lights will be turned off, doors locked and premises shall be left in a neat and orderly condition.

Weekly:

• Vacuum all rugs and carpeted areas using appropriate vacuuming equipment.

• Dust coat racks and the like.

• Spot clean walls and trim with a clean, damp cloth. Take measures not to damage wall surfaces or coverings.

Quarterly:

• Dust all picture frames and wall hangings, venetian blinds and other “high reach” areas not normally dusted during nightly cleaning.

• Dust and /or vacuum all lighting fixtures and ventilation louvers.

• Wash all trash receptacles if required.

I-1

Restrooms

Daily:

• Spot cleaning sinks, counters and fixtures no less than two (2) times daily.

• Perform spot mopping under urinals and fixtures as needed.

• Report leaky faucets and any other mechanical deficiency to Cleaning Supervisor.

• Stock all supplies as needed.

Nightly:

• Wash and sanitize all toilets, toilet seats (both sides), urinals and sinks with a non- abrasive disinfectant cleanser. Wipe dry all fixtures leaving no streaks or cleanser residue.

• Restock restrooms with supplies including hand towels, toilet tissue, toilet seat covers, and hand soap as needed. These restroom supplies will be provided by Property Manager.

• Restock all sanitary napkin and tampon dispensers as needed. Supplies to be furnished by Contractor. Contractor will be responsible for all repairs.

• Wash and polish all mirrors, shelves, dispensers, faucets, flushometers and brightwork with a non-abrasive disinfectant cleanser.

• Empty and wash paper towel receptacles.

• Empty, wash and sanitize all sanitary napkin and tampon receptacles.

• Dust partitions, walls, dispensers and receptacles.

• Remove finger marks and graffiti from walls, doors, partitions, glass, metal work and light switches.

• Sweep and wet mop all restroom floors with disinfectant germicidal solution.

• Report all mechanical deficiencies, e.g., leaking faucets, broken dispensers, stopped toilets to the Cleaning Supervisor.

• Supervisor to report all service needs.

Monthly:

• Damp wipe with mild non-abrasive detergent all tile walls, doors and metal partitions. Tile and metal shall be left in an unstreaked condition.

• Dust all low and high reach areas including, but not limited to, doors, mirrors, mirror tops and edges, light fixtures, diffusers and return grills.

• Thoroughly machine scrub ceramic tile floors.

• Refill air deodorizing systems.

• Scrub all walls, floor to ceiling.

I-2

EXHIBIT J

HVAC SPECIFICATIONS

Air is supplied at each floor from a central air handler VAVs and fan power boxes. Air is returned to each air handler through the ceiling plenum.

Inside design conditions for all floors:

Summer: 74 degrees F. db inside, when outside conditions do not exceed 95 degrees F. db and 73 degree F. wb, when wattage for lighting and equipment does not exceed 5.0 watts/useable square foot, and one (1) person/100 useable square feet.

Winter: 72° degrees F. db when outside temperature 0 degrees F. db.

Under above conditions for summer, fan discharge should be maintained at no greater set point than 55 deg F.

Under above conditions for winter, fan discharge should be maintained at no lesser set point than 60 deg F.

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EXHIBIT K

Calculation of Overtime HVAC Charge

Equipment	KW	Cost to operate hourly at $0.18kwh
2-Supply Fans	45	$	8.10
1-1350 Ton Chiller operates at 866KW (operating at 146 Tons per floor=102.2 KW per floor based on .7kw/ton)	102.2	$	18.40
1-Chilled Water Pump	114.6	$	2.23
1-Condenser Water Pump	188	$	3.66
1-Cooling Tower Fan	53.3	$	1.04
Ancillary Equipment		$	6.00
Total HVAC Cost /Hour/Floor	503.1	$	39.42

*** This cost is based on chiller already operating on a 24X7 basis to supply Chilled Water

*** Utility rate is based on $0.18 kwh but should be adjusted on Landlord’s average blended rate for electric power then in effect

K-1

EXHIBIT L-1

CHILLED AND CONDENSER WATER SPECIFICATIONS

CHILLED WATER

Landlord shall provide chilled water on a 24 x 7 365 days per year uninterruptible basis in accordance with the following specifications set forth as follows no higher than 42 degrees Fahrenheit in summer and no higher than 48 degrees Fahrenheit in winter. A maximum temperature delta of 12 degrees Fahrenheit and a minimum differential pressure of 20 psig will be maintained across the supply and return building risers valve outlets. 500 ton existing 24x7 connected load.

CONDENSER WATER

Landlord shall provide condenser water on a 24 x 7 365 days per year uninterruptible basis in accordance with the following specifications set forth as follows no lower than 42 degrees Fahrenheit in winter and no higher than 85 degrees in summer. A maximum temperature delta of 15 degrees Fahrenheit and a minimum differential pressure of 20 psig will be maintained across the supply and return building risers valve outlets.

L-1-1

EXHIBIT L-2

Calculation of Tenant’s Chilled Water Payment

Equipment	KW	Hourly cost at $0.18kwh
1-1350 Ton Chiller operating at 500 Tons (operating at 500 Tons constant load=350 KW per floor based on .7kw/ton)	350	$	63.000
1-Chilled Water Pump	114.6	$	20.628
1-Condenser Water Pump	188	$	33.840
1-Cooling Tower Fan	53.3	$	9.594
Hourly cost for 500 tons of Chilled Water	705.9	$	127.062
Cost Per ton/hour for Chilled Water		$	0.254

*** Building will need to operate on a 24X7 basis to supply chilled water to communication closets.

*** Current Load estimated at approximately 500 tons.

*** Utility rate is based on $0.18 kwh but should be adjusted on Landlord’s average blended rate then in effect

L-2-1

EXHIBIT M

Calculation of Tenant’s Condenser Water Payment

Equipment	Cost per unit
Condenser water for unitary AC units per ton-hour	$	0.0072
MakeUp Water for Cooling Towers per ton	$	0.0100
Cost per ton-hour	$	0.0172
Annual Cost per ton for Condenser Water	$	150.67

**** 3 GPM condenser water to provide 1 Ton Refrigeration

**** Calculations based on utility rate of $.0024 per gallon

**** MakeUp water based on 4.2 gallons/ton-hour

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EXHIBIT N

Building-Wide Security System

AS MORE PARTICULARLY SET FORTH IN THE LEASE, THE PROVISIONS OF THIS EXHIBIT T ARE SUBJECT TO REVISION FROM TIME TO TIME, BASED ON THE MUTUAL AGREEMENT OF LANDLORD AND TENANT TO ADDRESS THE RESPECTIVE REASONABLE SECURITY REQUIREMENTS OF THE BUILDING, THE UNIT AND TENANT’S PREMISES AND OPERATIONS, TAKING INTO ACCOUNT THE UNIQUE SECURITY ISSUES PRESENTED BY TENANT’S POSITION AS A WORLD-LEADING FINANCIAL SERVICES COMPANY

a) TENANT’S COMMAND CENTER; TENANT’S SECURITY OPERATOR

Tenant shall have the right to maintain its own security command center (herein called the “Command Center”) Subject to Tenant’s right to designate, subject to Landlord’s reasonable approval, the operator of the Command Center from time to time (herein called “Tenant’s Security Operator” or “TSO”), the initial operator of the Command Center shall be Citigroup Security and Investigative Services. Landlord and Tenant acknowledge and agree that as of the date of the Lease, the security operations of TSO and Landlord’s Security Provider (herein called “LSP”) may not have been separated and may be run jointly from the Command Center. In such event, LSP shall work diligently, at Landlord’s sole cost and expense, to separate its operations from the Command Center within 30 days from the date of this lease, during which time TSO and LSP shall cooperate in their joint use of the Command Center.

b) COORDINATION WITH LANDLORD’S SECURITY PROVIDER

Subject to the rights of Tenant’s Security Operator set forth below to control exclusively certain security requirements affecting the Premises only, TSO and LSP shall cooperate with each other to provide optimum security for the Building and the Premises. Such cooperation shall include, without limitation:

1. Mutual consultation with respect to the training, skill sets, and competence levels of all security personnel.

2. Periodic exercises held jointly and/or individually by TSO and LSP to test the effectiveness of the security staff competency, which exercises may include, without limitation, attempting to circumvent security controls, attempted intrusion, and cycling inert explosive devices/weapons through

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xray machines and Fire Command/Class E system. Results of these tests will be promptly shared by TSO and LSP.

3. Consultation regarding appropriate uniforms for building security staff.

4. TSO’s right to maintain a site manager present at the Building.

5. The prompt sharing of information between LSP and TSO including, without limitation:

¨ Detection of weapons or contraband by Xray process

¨ Accidents and injuries

¨ Fire

¨ Incidents of criminal activity

¨ Intrusion

¨ Natural or manmade disaster

¨ Engineering Impairments

¨ Electrical Impairments

¨ Suspicious packages

¨ Bomb Threats

¨ Elevator Incidents

c) GENERAL ACCESS CONTROL

1. Perimeter security will be maintained at or above levels in effect as of the date of the Lease. There will be a manned perimeter patrol 24 hours a day, 7 days a week. Perimeter security will include enforcing no standing and other parking restrictions.

2. Maintain procedures in effect as of the date of the Lease regarding xray of all incoming packages through the main lobbies and all incoming mail and deliveries to all tenant spaces and areas of the Building.

3. Loading Dock to be adequately staff with trained security officers. All delivery vehicles will be subject to inspection for security purposes.

4. Building security will post security officers at the lobby turnstiles to conduct “card-to-face” verifications.

5. Food and other deliveries shall not be made to individual floors. All such items shall be handled in the messenger center. Package deliveries shall be handled in Tenant’s own messenger center. Messengers will not be allowed onto individual floors for any reason.

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6. Suspicious mail handling protocols established by TSO will be maintained.

d) PREMISES ACCESS CONTROL

1. TSO shall have the right to exclude LSP security personnel from all or any portion of the Premises and to provide security to such portions of the Premises by security personnel selected and hired by TSO.

Communications to floors of the Premises via desk drop, email, signage, PA announcement, or any other form of communication (except during emergency) will receive prior approval from TSO.

e) SECURITY ADMINISTRATION

1. TSO shall have the right to inspect appropriate records, logbooks, training files, training aids, guard post orders, manuals, base building security incident reports, assessments, security surveys, etc. and lists of all building engineering, cleaning, security, and other support services staff members as reasonably required.

LSP shall provide TSO with a reasonably detailed weekly report of all security and safety related matters.

Existing security policies stated in the Security Operations Manual will be adhered to in scope and intent.

Security and safety related complaints, suggestions and recommendations from TSO will be addressed promptly.

f) FIRE & LIFE SAFETY

1. Changes in the Building’s Fire Safety Plan shall be mutually approved by TSO and LSP.

2. Fire drills, evacuation drills, and any other tenant-intensive training event will be approved and coordinated by TSO and LSP.

3. The assignment on Tenant floors of floor leaders, fire wardens, deputy fire wardens, searchers, and other tenant emergency organization will be subject to the approval of TSO.

g) SECURITY SYSTEMS

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1. Any planned or proposed alterations or modifications to the Building’s CCTV, access control, guard staffing, perimeter security measures or installed security equipment must be jointly approved by LSP and TSO.

2. TSO will be granted access to base building common tenant location card history, access reports, time and attendance, and other card access system reports as required.

3. Base building card access, access levels, time zones, and all other matters concerning the card access data base management of Tenant employees will remain the responsibility of TSO.

4. TSO will approve card control processing for Tenant’s employees in the premises as well as base building common areas.

5. Card readers servicing non-Tenant areas and the lobby turnstiles will be modified to terminate at LSP’s control center.

6. Tenant will retain ownership of all existing security equipment which either (i) exclusively serves the Premises or (ii) is not reasonably required by Landlord to provide security to the Building other than the Premises.

7. Tenant will maintain CCTV tie in to perimeter cameras and common area cameras.

h) EMERGENCY RESPONSE

1. TSO shall have the capability of communicating on the base building security and engineering channels of the portable radio system. Operational procedures will be put in place to ensure that base building security force can provide back up security officers when required.

2. Any events, disturbances, protest activity, civil unrest, union activities, weather or environmental dangers, parades, etc. will be communicated to and from TSO and LSP.

3. TSO will maintain and forward to LSP an Emergency Notification List, consisting of telephone, pager, and other call-up information in case of emergency. This information will be kept highly confidential.

4. In the case of an emergency, LSP will fully cooperate with the implementation of TSO’s Continuity Of Business plans.

i) SPECIAL EVENTS

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1. TSO and LSP will inform each other when any special event is planned by Tenant or another tenant, or when a high level VIP, government official, dignitary or high profile visitor is expected, or photographers, press, or other media entities will be present in the Building.

2. LSP will maintain a sufficient supply of two-way radios in the event that additional coverage for a special event is required by LSP or TSO.

3. LSP will use reasonable efforts to comply with TSO’s occasional need for accommodations for special events.

4. In the event of a planned visit by a dignitary, head of state, celebrity, or other person of renown to the Premises, TSO will inform LSP, and appropriate arrangements will be made.

j) 388 GREENWICH STREET BUILDING SECURITY OPERATIONS PROCEDURES

Landlord and LSP have been provided with a copy of the “388 Greenwich Street Building Security Operations Procedures” (herein called the “SOP”). Many of the procedures set forth above, particularly with respect to General Access Control and Premises Access Control, are covered in detail in the SOP. All of the procedures contained in the SOP shall remain in force unless and until modified by mutual agreement of TSO and LSP.

k) CONFIDENTIALITY

Various procedures set forth above provide for the sharing of information between TSO and LSP. All such information shall be treated as confidential by TSO and LSP to the full extent practicable. In addition, in those situations where TSO or LSP believe in their reasonable discretion that legitimate confidentiality concerns require non-disclosure of particularly sensitive information (such as the identity of a dignitary or head of state visiting the Premises or the premises of another tenant of the Building), TSO or LSP, as the case may be, may withhold such information.

l) PHYSICAL SECURITY BARRIERS

Any security barriers on the perimeter of the Building as of the date of the Lease shall remain in place, subject to the mutual agreement of TSO and LSP as to the need to modify or upgrade from time to time the placement around the perimeter of the Building of impediments to vehicular threats to the safety of the Building.

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EXHIBIT O

(Alteration Rules and Regulations)

GENERAL CONDITIONS

1.1. Prior to starting work in the Building, and prior to any construction related personnel entering the Building, the Tenant and the Tenant’s General Contractor shall both submit Certificates of Insurance to Property Manager.

1.2. All supply diffusers, return diffusers, perimeter induction units, temperature/humidity sensors and other HVAC equipment shall be suitably protected against entry of dirt or debris. Prior to the Tenant’s contractors leaving the Demised Premises, all supply diffusers, return diffusers, perimeter induction units, temperature/humidity sensors and other HVAC equipment shall be thoroughly cleaned by the Tenant’s contractor to the satisfaction of the Property Manager.

1.3. Upon completion of a Tenant Alteration which affects the HVAC system, the Tenant shall have the HVAC system rebalanced by a technician certified by the National Environmental Balancing Bureau (NEBB). An air balancing report shall be prepared by this technician and said report shall note the design and actual CFM in all locations and must comply with the mechanical design.

1.4. The Tenant shall be responsible for all costs associated with the maintenance and repair of all installations made and equipment installed as a part of the Tenant Alteration. The installation and operation of all Tenant Alterations shall be compatible with all Building systems and standards.

1.5. Plans of existing conditions may be provided by the Building for tenant’s use. All values shown on these plans are approximated from the original design document. All existing conditions shall be verified-in-field by Tenant to determine actual values.

1.6. All drawings and specifications submitted by the Tenant to the Landlord for the Tenant Alteration shall be prepared, signed and sealed by New York State licensed architects and engineers.

1.7. All work shall be performed at the sole expense of the Tenant.

1.8 All Tenant alterations requiring modifications to base building core closets and/or common areas shall be done so in such a manner as to provide for future Tenant

O-1

installations. The Tenant shall submit, as part of their alteration drawing submittal, as-built field investigation drawings indicating existing conditions and how their installation will interface/impact with such. Prior to said installations, all such work shall be coordinated with the Property Manager.

SUPPLEMENTAL CONDITIONS

2.1. All work shall be done in accordance with the rules and regulations of all authorities having jurisdiction, including but not limited to, all applicable sections of the New York City Administrative Code, Building Code of the City of New York, New York State Buildings and Fire Regulations, Federal Regulations and Americans with Disabilities Act (ADA) requirements which may apply.

2.2. The Tenant shall be responsible for obtaining, at its sole cost and expense, where applicable, all Building Department permits required for the Tenant Alterations.

2.3. The Tenant shall perform all demolition or noise-making construction activities in a manor so as not to disturb, the other tenants’ quiet enjoyment of the premises.

2.4. The Tenant’s contractor(s) shall enter the building through the freight entrance during normal business hours and sign-in the building contractor’s log.

2.5. The building has been designated as a “Smoke Free Building”. Smoking within premises is strictly prohibited.

2.6. The Tenant’s alteration areas shall be kept clean during the day, and all floor debris picked up and floor and corresponding stair landings swept broom clean nightly.

2.7. All exits from the alteration areas shall be so protected so as to prevent tracking of dirt and dust from all movements into adjacent areas.

2.8. No drugs or alcoholic beverages are allowed on the premises. Any person caught carrying, using drugs or drinking alcoholic beverages on the premises shall be removed and not permitted to reenter the building.

2.9. All connections to existing building systems, i.e., HVAC, plumbing, electrical, fire alarm, elevator, etc., shall be coordinated with the Property Manager. The Property Manager shall be solely responsible for coordinating communications with all building tenants and shall be solely responsible for scheduling any and all building service interruptions.

GENERAL CONSTRUCTION

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3.1. All tenant alteration plans shall indicate the full extent of demolition work required to complete the scope-of-work.

3.2. All tenant alteration plans shall indicate all structural, mechanical/HVAC, plumbing, electrical, lighting and sprinkler changes required to complete the work.

3.3. Tenant alteration work shall be constructed so as to not damage or affect the structural integrity or fire-rating characteristics of any base building partition or structural member and/or assembly.

3.4. The removal of all existing fireproofing material to facilitate the installation of construction elements shall be re-patched with similar material (albeit non-ACM fireproofing).

3.5. Exterior window treatments shall not alter the exterior appearance of the Building and shall have its exterior color treatment match that of the existing curtain wall mullion.

3.6. Upon written permission provided by the Landlord, the Tenant may alter the perimeter radiation unit covers.

STRUCTURAL FIRE PROOFING

4.1. The building’s structural steel frame and floor assemblies shall be properly fire proofed with spray-on fireproofing. The removal of said material as a result of construction activities requires the re-patching of said.

4.2. The exclusive re-spray/patch fireproofing material is Retro-Guard RG and shall be applied as directed by UL certification and the following UL Design Assembly:

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EXHIBIT P

Cable Interconnect

(See Attached)

P-1

EXHIBIT Q-1

Form of Tenant’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Landlord, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Tenant”) hereby certifies to Landlord that as of the date hereof:

1. The undersigned is the tenant under that certain Lease dated as of                      by and between                                         , a                                          (“Landlord”) and Tenant [**, as amended by                                                       (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 388 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Tenant has exercised the following options to extend the term of the Lease (if none, please state “none”):                                              , and Tenant has the following unexercised options to extend the term of the Lease (if none, please state “none”):                                              .

Q-1-1

5. Tenant has exercised the following rights of first offer, rights of first refusal and/or other expansion rights with respect to the Property (if none, please state “none”):                                         .

6. Fixed Rent is paid through and including              and Tax Payments are paid through and including                     . No Fixed Rent has been paid more than 30 days in advance.

7. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                         .

8. Tenant has no option or right to purchase the Leased Premises or the Property, or any part thereof, or any interest therein other than as set forth in Article 44 of the Lease.

9. Tenant has not sublet all or a portion of the Leased Premises, except as indicated below (if none, please state “none”):                                         .

10. ***[Copies of invoices for any Landlord Reimbursement Amounts heretofore billed to Landlord by Tenant are attached hereto as Exhibit B.]***

11. As of the date hereof, Tenant, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of             , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Landlord under the Lease or otherwise, against rents or other charges due or to become due under the Lease except as indicated below (if none, please state “none”):                                         .

12. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Tenant from Landlord of a default by Tenant under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                         .

13. Tenant has not given Landlord any notice of a default on the part of the Landlord under the Lease which has not been cured and, to Tenant’s Actual Knowledge, as of the date hereof, Landlord is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Tenant has knowledge**].

14. This certificate is delivered with the understanding that Landlord, [**lender/purchaser and purchaser’s lenders and prospective lenders**], and their successors and/or assigns, may rely upon this certificate.

Q-1-2

The undersigned is duly authorized to execute this certificate on behalf of Tenant.

TENANT:

By:

Name:

Title:

Dated:             , 20    

Q-1-3

EXHIBIT Q-2

Form of Landlord’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Tenant, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Landlord”) hereby certifies to Tenant that as of the date hereof:

1. The undersigned is the landlord under that certain Lease dated as of                     , by and between Landlord and                                          (“Tenant”) [**as amended by                                               (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 388 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Fixed Rent is paid through and including                                         .

5. Landlord Reimbursement Amounts in the amount of $                     are due and payable on             , 20    . Landlord is disputing its obligation to pay Landlord Reimbursement Amounts in the amount of $                     (if none, please state “none”).

Q-2-1

6. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                         

7. As of the date hereof, Landlord, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Tenant under the Lease or otherwise, against any amounts due or to become due from Landlord to Tenant under the Lease except as indicated below (if none, please state “none”):                                         .

8. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Landlord from Tenant of a default by Landlord under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                         .

9. Landlord has not given Tenant any notice of a default on the part of the Tenant under the Lease which has not been cured and, to Landlord’s Actual Knowledge, as of the date hereof, Tenant is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Landlord has knowledge**].

10. This certificate is delivered with the understanding that Tenant, [**lender/assignee and assignee’s lenders and prospective lenders**], and their successors and/or assigns may rely upon this certificate.

The undersigned is duly authorized to execute this certificate on behalf of Landlord.

LANDLORD:

By:

Name:

Title:

Dated:             , 20    

Q-2-2

EXHIBIT R-1

(Not Used)

R-1-1

EXHIBIT R-2

FORM OF TERMINATION OF MEMORANDUM OF LEASE

388 REALTY OWNER LLC,

(Landlord)

- and -

CITIGROUP GLOBAL MARKETS INC.,

(Tenant)

TERMINATION OF

MEMORANDUM OF LEASE

Dated:
Location:	388 Greenwich Street
Section:
Block:	186
Lot:	1
County:	New York

PREPARED BY AND UPON

RECORDATION RETURN TO:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Jonathan L. Mechanic, Esq.

Exhibit R-2-1

TERMINATION OF

MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE, dated as of the              day of             , 20     (this “Termination”) by and 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, Landlord and Tenant are parties to a certain Lease, dated as of December             , 2007 (“Lease”) pursuant to which Landlord leased to Tenant, and Tenant hired from Landlord, that certain building commonly known as 388 Greenwich Street, New York, New York, more particularly bounded and described as set forth in Schedule 1 annexed hereto; and

WHEREAS, in accordance with Section 291-c of the New York State Real Property Law and Section 31.01 of the Lease, the parties recorded a memorandum of lease (the “Memorandum”) summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease;

NOW, THEREFORE, Landlord and Tenant declare as follows:

1. Memorandum of Lease. The Memorandum was recorded in the office of the Register of The City of New York on                                         , 20    , bearing City Register File No. (CFRN)                                         .

2. Termination of Lease. The Lease has terminated and is of no further force and effect.

3. Termination of Memorandum of Lease. In connection with the termination of the Lease, the Memorandum is of no further force and effect and the parties hereto wish to terminate the Memorandum pursuant to the recordation of this Termination.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Exhibit R-2-2

IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Termination as of the date first set forth above.

LANDLORD:

388 REALTY OWNER LLC,

a Delaware limited liability company

By:

Name:

Title:

TENANT:

CITIGROUP GLOBAL MARKETS INC.,

a New York corporation

By:

Name:

Title:

Exhibit R-2-3

ACKNOWLEDGMENT

STATE OF NEW YORK	}
		ss.:
COUNTY OF NEW YORK

On the              day of              in the year 20    , before me, the undersigned, a Notary Public in and for said state, personally appeared             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF NEW YORK	}
		ss.:
COUNTY OF NEW YORK

On the              day of              in the year 20    , before me, the undersigned, a Notary Public in and for said state, personally appeared             , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

Exhibit R-2-4

Schedule 1

Legal Description

388 Greenwich St (Block 186 Lot 1)

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the easterly line of West Street with the northerly line of North Moore Street;

RUNNING THENCE North 20 degrees 04 minutes 45 seconds West, along the easterly line of West Street, 190.09 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 281.89 feet;

THENCE North 21 degrees 52 minutes 40 seconds West, 9.00 feet;

THENCE North 68 degrees 07 minutes 20 seconds East, 140.00 feet to a point in the westerly line of Greenwich Street;

THENCE South 21 degrees 28 minutes 00 seconds East, along the westerly line of Greenwich Street, 199.00 feet to the corner formed by the intersection of the northerly line of North Moore Street with the westerly line of Greenwich Street;

THENCE South 68 degrees 07 minutes 20 seconds West, along the northerly line of North Moore Street, 426.43 feet to the point or place of BEGINNING.

The street lines described above are as shown on map entitled “Map Showing a Change in the Street System, Etc., in Connection with the Washington Market Urban Renewal Area”, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map # 3756.

Exhibit R-2-5

EXHIBIT S

Form of Guaranty

Date: December     , 2007

388 Realty Owner LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

In consideration of 388 Realty Owner LLC (“Landlord”) entering into that certain Lease with Citigroup Global Markets Inc. (“Tenant”), an indirect wholly-owned subsidiary of Citigroup Inc., dated [December     , 2007] (the “Agreement”), Citigroup Inc., a corporation incorporated under the laws of Delaware, hereby agrees in accordance with the following:

1. Citigroup Inc. guarantees to Landlord the payment of the amounts owing by the Tenant in accordance with the provisions of the Agreement (collectively, the “Obligations”) subject to the terms set forth below (this “Guarantee”).

2. Notice of acceptance of this Guarantee, of default or non-payment by the Tenant is expressly waived, and payment under this Guarantee shall be subject to no other condition than the giving of a written request by Landlord, stating the fact of default or non-payment, mailed to Citigroup Inc. at its offices located at: Citigroup Inc., Corporate Treasury, 153 East 53rd Street, 5th Floor, New York, New York 10043. Citigroup Inc. shall make payment to Landlord of any and all amounts set forth in said written request, in immediately available funds in lawful money of the United States, within five (5) business days of Landlord’s delivery of said request. Landlord shall have the right to enforce this Guarantee without pursuing any right or remedy of Landlord against Tenant or any other party. Landlord may commence any action or proceeding based upon this Guarantee directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding.

3. Citigroup Inc. will have all those defenses that would be available to it if it were a primary co-obligor jointly and severally liable with Tenant, on the Obligations. However, subject to the first sentence of this paragraph 3, the obligations of Citigroup Inc. under this Guarantee shall in no way be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Citigroup Inc., including, without limitation:

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• any extension, amendment, modification or renewal of the Agreement or of the Obligations;

• any assignment, mortgage or other voluntary or involuntary transfer (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Agreement, or the occurrence of any such assignment, other voluntary or involuntary transfer;

• any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

• any waiver of any event of default, extension of time or failure to enforce any of the Obligations; or

• any extension, moratorium or other relief granted to the Tenant pursuant to any applicable law or statute.

4. This Guarantee and the obligations of Citigroup Inc. hereunder shall be irrevocably valid with respect to any claims asserted by Landlord prior to the date upon which the earlier to occur of:

• return by Landlord of the original of this Guarantee; or

• the close of business in New York on the first (1^st) anniversary of the end of the term of the Agreement (“Final Termination Date”).

No claim by Landlord may be asserted under this Guarantee after the Final Termination Date.

5. This Guarantee shall be binding upon Citigroup Inc. and its successors and assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Agreement or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guarantee reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6. Citigroup Inc. represents and warrants to Landlord that as of the date hereof: (a) Citigroup Inc. has full power, authority and legal right to execute, deliver, perform and observe this Guarantee, including, without limitation, the payment of all moneys hereunder; (b) the execution, delivery and performance by Citigroup Inc. of this Guarantee have been duly authorized by all necessary corporate action; and (c) this Guarantee constitutes the legal, valid and binding obligation of Citigroup Inc., enforceable in accordance with its terms.

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7. Citigroup Inc. hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or relating to this Guarantee or to the Agreement until satisfaction and payment in full of all of the Obligations.

8. No more than two (2) times during any calendar year, Citigroup Inc. shall, within ten (10) business days following request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guarantee is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Citigroup Inc. is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

9. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Citigroup Inc. shall be obligated to make payment hereunder only at the principal office of Citigroup Inc. in New York, New York.

Citigroup Inc. shall have no obligation to make payment or take action hereunder during any period when payment by the Tenant, in accordance with the provisions of the Agreement, would constitute a violation of any applicable laws (other than bankruptcy, liquidation, reorganization or similar laws affecting the enforcement of the rights of creditors generally).

IN WITNESS WHEREOF, Citigroup Inc. has caused these presents to be executed by its duly authorized officer this          day of December, 2007.

Very truly yours,

CITIGROUP INC.

By:

STATE OF NEW YORK	)
	: ss.:
COUNTY OF NEW YORK	)

On this          day of December, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared                                 , personally known to me or proved to me on the basis of satisfactory evidence to be the          of                                      and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

Notary Public

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EX-10.42

Exhibit 10.42

LEASE

between

388 REALTY OWNER LLC

Landlord

and

CITIGROUP GLOBAL MARKETS INC.

Tenant   

PREMISES:

390 Greenwich Street

New York, New York 10013

Dated: as of December 18, 2007

ARTICLE 1	Term and Fixed Rent	1
ARTICLE 2	Delivery and Use of Premises	5
ARTICLE 3	Taxes and Operating Expenses	8
ARTICLE 4	Intentionally Omitted	22
ARTICLE 5	Subordination	22
ARTICLE 6	Quiet Enjoyment	23
ARTICLE 7	Assignment, Subletting and Mortgaging	23
ARTICLE 8	Compliance with Laws	33
ARTICLE 9	Insurance	37
ARTICLE 10	Intentionally Omitted	43
ARTICLE 11	Alterations	43
ARTICLE 12	Landlord’s and Tenant’s Property	48
ARTICLE 13	Repairs and Maintenance	50
ARTICLE 14	Electricity	50
ARTICLE 15	Services	51
ARTICLE 16	Access; Signage; Name of Building	52
ARTICLE 17	Notice of Occurrences	53
ARTICLE 18	Non-Liability and Indemnification	53
ARTICLE 19	Damage or Destruction	56
ARTICLE 20	Eminent Domain	59
ARTICLE 21	Surrender	60
ARTICLE 22	Conditions of Limitation	62
ARTICLE 23	Reentry by Landlord	65
ARTICLE 24	Damages	66
ARTICLE 25	Affirmative Waivers	70
ARTICLE 26	No Waivers	71
ARTICLE 27	Curing Tenant’s Defaults	71
ARTICLE 28	Broker	72
ARTICLE 29	Notices	73
ARTICLE 30	Estoppel Certificates	75
ARTICLE 31	Memorandum of Lease	76

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TABLE OF DEFINED TERMS

ARTICLE 32	No Representations by Landlord	77
ARTICLE 33	Easements	78
ARTICLE 34	Holdover	79
ARTICLE 35	Miscellaneous Provisions and Definitions	80
ARTICLE 36	Extension Terms	88
ARTICLE 37	Arbitration	93
ARTICLE 38	Confidentiality; Press Releases	95
ARTICLE 39	Rooftop; Tenant’s Antenna and Other Equipment	96
ARTICLE 40	Back-Up Power System; Chillers	97
ARTICLE 41	Benefits Cooperation	98
ARTICLE 42	Intentionally Omitted	99
ARTICLE 43	Leasehold Mortgages	99
ARTICLE 44	Right Of First Offer To Purchase	107

TABLE OF SCHEDULES AND EXHIBITS

Schedule 1:	Form of Certificate of Insurance
Schedule 2:	Employees
Schedule 3:	Current Occupancy Agreements
Exhibit A:	Legal Description
Exhibit B:	Recorded Agreements
Exhibit C:	Form of Guaranty
Exhibit D:	Superior Mortgagee SNDA Agreement
Exhibit E:	Not Used
Exhibit F:	Not Used
Exhibit G	Landlord’s Non-Disturbance Agreement
Exhibit H:	Not Used
Exhibit I:	Form of Memorandum of Lease
Exhibit J:	Alternate Article 19
Exhibit K:	Cable Interconnect
Exhibit L:	Form of Reciprocal Easement Agreement
Exhibit M-1:	Form of Tenant’s Estoppel
Exhibit M-2:	Form of Landlord’s Estoppel

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390 Renewal Exercise	89
Additional Charges	3
Adjacent Parcel	78
Adverse Assignee Modification	26
Affiliate	24
Alterations	43
Alternative R&M Program	19
and/or	83
Appeal Deadline	73
Applicable Time Periods	58
Arbitration Notice	90
Audit Notice	20
Audit Period	20
Audit Representative	21
Back-Up Power System	97
Bankruptcy Code	63
Base Rate	84
Base Unit Elements	57
Basement	1
Basic Capacity	51
Benefits	99
Broker	73
Building	1
Building Systems	57
Business Day	82
Cables	78
Capital Date	8
Chillers	97
Citigroup Tenant	25
Cogeneration Procurement	51
Commencement Date	2
Commensurate Rights	29
Comparable Buildings	28
Confidential Information	95
control	24
Corporate Successor	24
CPI	82
CPI-AUC	82
Current Occupancy Agreements	24
Date of the Taking	59
Delayed Performance	17
Diesel Area	97
Diesel Generator	97
Dispute Period	20
Environmental Laws	84
Escrow Agent	76
Escrowed Release	76
Excluded Obligations	27
Existing Superior Mortgage	22
Existing Superior Mortgagee	22
Expert Designation Notice	43
Expert Response Notice	43

DT-1

TABLE OF DEFINED TERMS

Expiration Date	2
Extended Item Cost	17
Extended Landlord Capital Item	9
Extended Landlord Capital Item Notice	17
Extended Response Dispute Notice	17
Extension Election Notice	89
Extension Premises	89
Extension Term	89
Failing Party	93
FF&E	31
First Extension Term	88
First Ten Year Option	88
First-Class Landlord Standard	17
Fixed Rent	2
Force Majeure Causes	82
Franchise Division	88
GAAP	8
Generator Area	97
Guarantor	88
Guaranty	88
Hazardous Materials	84
herein	83
hereof	83
hereunder	83
holder of a mortgage	82
Holdover Damages	80
Improvements Restoration Work	58
Initiating Party	91
Insurance Cap	42
Insurance Election	42
Insurance Notice	42
Interest Rate	84
IT Division	88
Land	1
Landlord	1, 83
Landlord Act	56
Landlord Compliance Capital Item	8
Landlord Party	54
Landlord R&M Capital Item	8
Landlord Reimbursement Amounts	8
Landlord Reimbursement Items	8
Landlord Reimbursement Notice	19
Landlord’s Non-Disturbance Agreement	28
Landlord’s Notice	89
Landlord’s Submitted Value	91
landlord’s waiver	47
laws and requirements of any public authorities	82
lease	1
Lease Year	3
Leasehold Improvements	57
Leasehold Mortgage	99
Leasehold Mortgagee	100
Legal Requirements	82

DT-2

TABLE OF DEFINED TERMS

Lobby	1
Lower Price	109
Market Value Rent	93
Material Adverse Alteration	44
Material Documents	16
Minimum Sublease Rent	29
mortgage	82
mortgagee	82
Mortgagee	1
Named Tenant	24
Net Recurring Additional Charges	8
notices	73
Insurance Quote	42
OFAC	87
Offer Contract	108
Offer Price	108
Offered Property	108
Offering Notice	108
Office Floor	1
Office Floors	1
Operating Expenses	8
Option Period	108
person	83
Premises	1
Prior Owner	37
Prohibited Uses	7
Qualifying Lease	80
Qualifying Lease Notice	80
Qualifying Sublease	28
Rating Agency	28
Rating Threshold	42
Real Property	8
recognition agreement	47
Recorded Agreements	61
Records	20
Reimbursement Dispute Notice	20
Reimbursement Operating Expenses	9
Reimbursement Taxes	10
Rent Notice	89
Required Cert Proceeding	14
requirements of insurance bodies	83
Responding Party	91
Response Notice	89
Revocable Consent Agreements	88
Revocation Notice	90
Revocation Period	90
Second Extension Term	89
Second Ten Year Option	89
Service and Business Relationship Entities	33
SNDA Agreement	22
Specialty Alterations	49
Sublease Document	27
Sublease Income	30

DT-3

TABLE OF DEFINED TERMS

Sublease Profit	30
Sublease Term	30
substantially the same	109
Succession Date	2
Superior Interests	100
Superior Lease	22
Superior Lessor	22
Superior Mortgage	22
Superior Mortgagee	22
Superior Mortgagee SNDA Agreement	22
System Area	97
Tax Payment	13
Tax Year	11
Taxes	10
Tenant	1, 83
Tenant Act	55
Tenant Compliance Capital Item	11
Tenant Party	54
Tenant R&M Capital Item	12
Tenant’s Collateral	46
Tenant’s Property	49
Tenant’s Submitted Value	91
Tenant-Funded Residual Cap Ex Amounts	12
Term	2
Terms	108
Third Extension Term	89
Third Ten Year Option	89
Trust Deed Holders	1
Undisputed Items	21
UPS Area	97
UPS Battery System	97
Useful Life	13
Useful Life Estimate	17

DT-4

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:

2nd Floor	80,660	1
3rd Floor	92,927
4th Floor	92,927
5th Floor	92,927
6th Floor	93,587
7th Floor	93,587
8th Floor	93,587

1^st Floor/Lobby:

Retail/Storage space	5,984
Office Space	66,649

Basement:

Retail/Storage space 52,083

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

¹ Includes 205 rentable square feet of storage space.

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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

5

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

6

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:

(1) with respect to any Landlord Compliance Capital Item or Landlord R&M Capital Item which has a Useful Life that extends beyond the Expiration Date (herein collectively called an “Extended Landlord Capital Item”), that portion of the cost of any such Extended Landlord Capital Item that is allocable to the portion of its Useful Life occurring after the Expiration Date amortized on a straight-line basis in accordance with GAAP; provided, however, that

(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.

(2) amounts paid by Tenant which are thereafter reimbursed or credited to Landlord, whether by insurance or casualty proceeds or condemnation proceeds, warrantees or otherwise, together with interest thereon to the extent received by Landlord (except to the extent, but only to the extent, that Tenant is an indirect beneficiary of such reimbursement or credit); and

(3) expenses paid by Tenant and reimbursed directly to Landlord by third parties.

(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:

(a) such Legal Requirement obligation is limited to the interior of the Premises, is not related to Hazardous Materials, is not structural in nature and the failure to comply with such Legal Requirement will not have an adverse effect on Building Systems or on the health or safety of any occupant of or visitor to the Building; and

(b) the failure to comply with such Legal Requirement will not (i) subject Landlord or any Superior Mortgagee to prosecution for a crime or any criminal or civil fine or charge (unless, in the case of a civil fine, Tenant agrees in writing to indemnify, defend and hold such parties harmless from and against any such fine or charge and actually pays any such fine or charge), (ii) subject the Premises or any part thereof to being condemned or vacated, or (iii) subject the Building or Land, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required under this lease.

(c) such failure to comply shall not become Landlord’s obligation to cure upon the expiration or earlier termination of this lease.

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, that subject to the provisions of Section 9.04, nothing contained in this Section 18.01(b) shall be construed to exculpate Tenant for loss, injury or damage to the extent caused by or resulting from the negligence of Tenant, its agents, servants, employees and contractors in the operation or maintenance of the Premises. Further, no Tenant Party shall be liable, even if negligent, for indirect, consequential, special, punitive, exemplary, incidental or other like damages arising out of any loss of use of Premises or any equipment, facilities or other property of Landlord by Landlord or any person claiming through or under Landlord (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises).

18.02. Subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Tenant shall indemnify and hold harmless each Landlord Party from and against any and all claims arising from or in connection with (a) the occupancy, conduct or management of the Real Property or of any business therein, or any work or thing whatsoever done, or any condition created (other than by Landlord, its agents, employees or contractors) in or about the Real Property during the Term; (b) any act, omission (where there is an affirmative duty to act) or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, principals, shareholders, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (except to the extent caused by the negligence or willful misconduct of Landlord or its agents, employees, or contractors) occurring in, at or upon the Real Property; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this lease (each, a “Tenant Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In case any action or proceeding be brought against Landlord and/or any Landlord Parties by reason of any such claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist and defend such action or proceeding

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by counsel reasonably satisfactory to Landlord and such Landlord Party. Provided that Tenant complies with the requirements of this Section with respect to any third-party claim, Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party with respect thereto. If the issuer of any insurance policy maintained by Tenant and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Landlord and such Landlord Party shall permit such insurance carrier to defend the claim with its counsel and (i) neither Landlord nor any Landlord Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Landlord or such Landlord Party of all liability for which Tenant or its insurance carrier may be liable hereunder and Tenant and its insurance carrier shall have no liability for such settlement), (ii) Tenant shall have the right to settle such claim without the consent of Landlord if Landlord and each Landlord Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Landlord and each applicable Landlord Party shall reasonably cooperate, at Tenant’s expense, with the insurance carrier in its defense of any such claim, and (iv) Tenant shall not be liable for the costs of any separate counsel employed by Landlord or any Landlord Party. In no event shall Tenant be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises) except (i) to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Landlord as a result of a third party claim resulting from any Tenant Act and/or (ii) as otherwise expressly set forth in Section 34.02. The provisions of the preceding four sentences shall apply with full force and effect to any obligation of Tenant contained in this lease to indemnify Landlord and/or all Landlord Parties, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease.

18.03. Notwithstanding anything contained in Section 18.01 to the contrary and subject to the terms of Section 9.04 relating to waivers of subrogation (to the extent that such waivers of subrogation shall be applicable in any case), Landlord shall indemnify and hold harmless each Tenant Party from and against (a) any and all third-party claims arising from or in connection with any act, omission (where there is an affirmative duty to act) or negligence of Landlord and its partners, directors, principals, shareholders, officers, agents, employees or contractors, and (b) any breach or default by Landlord in the full and prompt performance of Landlord’s obligations under this lease (each of the foregoing, a “Landlord Act”); together with all reasonable out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable out-of-pocket attorneys’ fees and expenses. In no event shall Landlord be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages except to the extent a final judicial determination from which time for appeal has been exhausted grants such damages to Tenant as a result of third party claim from any Landlord Act. If any such third-party claim is asserted against Tenant and/or any Tenant Party, Tenant

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shall give Landlord prompt notice thereof and Landlord shall resist and defend such third-party claim (including any action or proceeding thereon) by counsel reasonably satisfactory to Tenant. Provided that Landlord complies with the requirements of this Section with respect to any third-party claim, Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party with respect thereto. If the issuer of any insurance policy maintained by Landlord and meeting the applicable requirements of this lease shall assume the defense of any such third-party claim, then Tenant shall permit such insurance carrier to defend the claim with its counsel and (i) neither Tenant nor any Tenant Party shall settle such claim without the consent of the insurance carrier (unless such settlement would relieve Tenant or such Tenant Party of all liability for which Landlord or its insurance carrier may be liable hereunder and Landlord and its insurance carrier shall have no liability for such settlement), (ii) Landlord shall have the right to settle such claim without the consent of Tenant if Tenant, each Tenant Party and their respective insurance carriers would be relieved of all liability in connection therewith, (iii) Tenant and each applicable Tenant Party shall reasonably cooperate, at Landlord’s expense, with the insurance carrier in its defense of any such claim, and (iv) Landlord shall not be liable for the costs of any separate counsel employed by Tenant or any Tenant Party. The provisions of this Section 18.03 shall apply with full force and effect to any obligation of Landlord contained in this lease to indemnify Tenant and/or a Tenant Party, without respect to whether such indemnification obligation is set forth in this Article 18 or elsewhere in this lease. Notwithstanding anything to the contrary contained herein, the provisions of this Section 18.03 shall not be applicable unless either (i) Landlord’s indemnification obligations under this Section 18.03 are covered under any of Landlord’s or Landlord’s Affiliates existing insurance policies at no addition cost (other than a de minimis charge) or (ii) Tenant, in its sole option, elects by notice to Landlord, to reimburse Landlord for Landlord’s cost of obtaining insurance which covers Landlord’s indemnification obligations under this Section 18.03, in which case, Tenant shall reimburse Landlord for such costs within thirty (30) days following demand therefor accompanied by reasonable documentation evidencing such costs.

ARTICLE 19

Damage or Destruction

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

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building Systems.

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(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; and (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire perimeter HVAC system on each floor of the Building.

19.02. If the Premises shall be partially or totally damaged or destroyed by fire or other casualty, then:

(a) Tenant (or in the case, Tenant has exercised the Insurance Election, Landlord, in which case, the obligations of Landlord under this Section 19.02 may herein be called “Landlord’s Restoration Obligation”) shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (it being understood and agreed that Tenant’s obligations under this Section 19.02 to restore and rebuild the Base Elements shall not be contingent upon receipt of proceeds or settlement of any insurance claims, and

(b) Tenant shall (i) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (ii) repair the damage to and restore such portion of the Leasehold Improvements on such floor as Tenant shall deem desirable, but which at a minimum shall include, drop ceilings, lighting and HVAC distribution commensurate with a usable open floor plan (herein collectively called the “Improvements Restoration Work”), which Improvements Restoration Work shall be performed diligently and in a workmanlike manner.

The Improvements Restoration Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for the Base Elements (but only if Tenant has not exercised the Insurance Election) and Leasehold Improvements shall be paid to Tenant (or in the case of proceeds relating to the Base Elements, the depository in accordance with Section 9.03) in each case to be used by Tenant to restore and rebuild the Base Elements and perform the Improvements Restoration Work to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If Tenant shall have exercised the Insurance Election and this lease shall be terminated by Tenant pursuant to this Article 19, then, Landlord shall pay to

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Tenant the portions of any proceeds of Landlord’s insurance policies that are attributable to any Tenant-Funded Residual Cap Ex Amounts.

19.03. If Tenant has not exercised the Insurance Election and all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty there shall be no abatement in Fixed Rent or other amounts payable by Tenant hereunder.

19.04. If Tenant has exercised the Insurance Election, then, in the case of any damage or destruction mentioned in this Article 19 that occurs from and after the Insurance Election Date that results in at least one full floor of the Premises being rendered untenantable (and such affected portion of the Premises cannot be made tenantable within the applicable time periods set forth in Section 19.04(b) of Exhibit J annexed hereto relative to a casualty occurring during the last two (2) years of the Term (the “Applicable Time Periods”) as determined by Landlord’s Expert in an Expert’s Notice (as defined in Exhibit J) given with fifteen (15) days following the date of casualty), then effective as of the date of such casualty this Article 19 shall automatically, without further action or execution by the parties, be deemed to be restated and amended to reflect all of the terms and conditions set forth in Exhibit J.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in Exhibit J, if applicable, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Except to the extent Tenant has exercised the Insurance Election, Landlord will not be obligated to carry insurance of any kind on the Base Elements, Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

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ARTICLE 20

Eminent Domain

20.01. If the whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date.

20.02. If all or substantially all of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, or if permanent access to the Premises or Building shall be taken, Tenant may terminate this lease in whole or in part by giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This lease (or portion hereof) shall terminate on the date set forth in such notice from Tenant to Landlord, which date shall be no more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. Upon such partial taking and this lease continuing in force as to any part of the Premises, the Fixed Rent and Additional Charges shall be adjusted according to the rentable area remaining.

20.03. Landlord shall be entitled to receive the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord all of its right, title and interest in and to every such award or payment; provided, however, that Tenant shall have the right to make a claim for the value of Tenant’s moving expenses, and for any of Tenant’s Property and any of Tenant’s furniture, fixtures and equipment taken and, if the provisions of Section 20.05 apply, for the cost of Tenant’s restoration obligations thereunder.

20.04. If the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose during the Term, Tenant shall be entitled to receive the entire award or payment for such taking applicable to the Term. This lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant

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shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder.

20.05. In the event of a taking of less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises, (a) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Tenant shall deem desirable) and so as to constitute a complete and rentable Building and (b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant’s option, to repair all or such portions of Tenant’s Property as Tenant may elect to repair and (ii) to perform the Improvements Restoration Work.

Notwithstanding anything to the contrary contained herein, in the event of any taking pursuant to this Section 20.3, the entire award received by Landlord pursuant to Section 20.3 shall be held in trust by Landlord or the Superior Mortgagee (subject to the depository agreement referred to in Section 9.03) for the benefit of Tenant and paid to Tenant for application to the cost of restoration of the Base Elements in accordance with this Section 20.5 and subject to the provisions of Section 20.3, the balance of such award, if any remaining after such application, shall belong to Landlord.

20.06. The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of this Article 20, and in no event will any of the time periods set forth in this Article 20 be extended as the result of Force Majeure Causes.

ARTICLE 21

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record set forth on Exhibit B attached hereto (the “Recorded Agreements”) or otherwise consented to in writing by Landlord

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and Tenant. Tenant shall remove all of Tenant’s Property and any Specialty Alterations designated by Landlord in accordance with, and except as otherwise provided in, Section 12.03. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

21.04. Landlord and Tenant agree that, as of expiration of the Term, Landlord may either (x) offer the same employment by Landlord (or by the property manager engaged by Landlord) to any or all employees set forth on Schedule 2 (as such list may be updated from time to time by Tenant so as to appropriately reflect the employees employed as of the end of the Term) who are union employees under their then current employment contracts or agreements, including any collective bargaining agreements or (y) terminate the employment of any or all such employees at the Real Property; provided, that, Landlord shall give consideration to (but in no event be bound by) the recommendations of Tenant with respect to the retention of any such employees. If Landlord elects to terminate (i) any of such union employees or (ii) any of the cleaning contractor, building engineer or carpenter of the Building or requires those companies to reduce their employees at the Real Property from those listed on Schedule 2 and, as a result, any of the union employees engaged by such companies are terminated, then the parties hereto acknowledge that certain termination benefits may be payable with respect to such terminated employees. Landlord agrees that it shall be liable for the payment of all such termination benefits and hereby agrees to indemnify and hold harmless Tenant and any other Tenant Party from and against any loss, cost, damage, liability or expense (including, without limitations, reasonable attorneys’ fees, court costs and disbursements) incurred by Tenant or any other Tenant Party arising from or by reason of Landlord’s failure to pay such termination benefits as and when due and payable. Notwithstanding anything to the contrary contained in this Section 21.04, Landlord and Tenant agree that

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(i) Tenant shall not have any liability hereunder with respect to the termination of employment of any employees who do not spend the predominance of their time providing services to the base building operations at the Real Property, and (ii) Landlord shall have no obligation to offer employment to any employees set forth on Schedule 2 which would not be required for the operation by prudent non-institutional owners of Comparable Buildings and Landlord shall have no liability hereunder with respect to the termination of employment of such employees. Any dispute between Landlord and Tenant as to whether the employment of any employees set forth on Schedule 2 would be required for the operation of a Comparable Building may be submitted by either party to arbitration in accordance with Article 37. At Tenant’s request, during the last year of the term of the lease Landlord will review with Tenant the employees then listed on Schedule 2, and Landlord shall advise Tenant as to whether in its opinion it believes that any employees on such Schedule 2 are not required in order to operate a Comparable Building.

21.05. In the event that during the Term, Tenant has changed the Certificate of Occupancy as permitted under Section 2.02(b) such that the Premises may no longer be used for office use and Landlord elects to restore the Certificate of Occupancy to provide for the same, Tenant shall reimburse Landlord for all reasonable third party out-of-pocket costs and expenses, including reasonable attorneys fees, incurred by Landlord in connection with restoring the Certificate of Occupancy to permit office use.

21.06. Tenant hereby agrees to terminate, at its sole cost and expense, all service, management and other operating agreements relating to the operation and management of the Real Property effective on or prior to the expiration or earlier termination of this lease; provided that, for the avoidance of doubt, the foregoing shall not apply to the termination of union employees which is addressed in Section 21.04.

ARTICLE 22

Conditions of Limitation

22.01. This lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed by or against Tenant under the reorganization provisions of the United States Bankruptcy Code (herein called the “Bankruptcy Code”) or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the Bankruptcy Code or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then Landlord (a) if such event occurs without the acquiescence of Tenant at any time after the

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event continues for one hundred eighty (180) days, or (b) in any other case at any time after such event continues for sixty (60) days after written notice thereof has been given by Landlord to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord, may give Tenant and any such Leasehold Mortgagee a notice of intention to end the Term at the expiration of ten (10) days from the date of service of such notice of intention to Tenant and such Leasehold Mortgagee, and upon the expiration of said ten (10) day period this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the expiration date of this lease, but Tenant shall remain liable for damages as provided in Article 24.

22.02. This lease and the term and estate hereby granted are subject to the further limitations that:

(a) if Tenant shall default in the payment of any Fixed Rent or Additional Charges and such failure continues for (i) in the case of Fixed Rent, three (3) Business Days after written notice thereof has been given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord and (ii) in the case of Additional Charges, ten (10) Business Days after written notice of such continued failure has been given to Tenant and any such Leasehold Mortgagee, or

(b) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this lease (other than a default in the payment of Fixed Rent or Additional Charges) and such default shall continue and not be remedied within thirty (30) days after Landlord shall have given to Tenant and any Leasehold Mortgagee whose name and address has been delivered to Landlord a written notice specifying the same; provided, that, in the case of a default which cannot with due diligence be cured prior to the expiration of such thirty (30) day period, if Tenant, or such Leasehold Mortgagee shall not (A) prior to the expiration of such thirty (30) day period advise Landlord of its intention to take all steps reasonably necessary to remedy such default, (B) duly commence prior to the expiration of such thirty (30) day period, and thereafter diligently prosecute to completion, all steps reasonably necessary to remedy the default and (C) complete such remedy within a reasonable time after the date of said notice of Landlord, or

(c) if any event shall occur or any contingency shall arise whereby this lease or the estate hereby granted or the unexpired balance of the term hereof would, by operation of law or otherwise, devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by Article 7 or Article 43 and such event or contingency shall not be rescinded without adverse consequences, cost or liability to Landlord within thirty (30) days after the occurrence of such event or contingency,

then in any of said cases Landlord may give to Tenant and any such Leasehold Mortgagee a notice of intention to end the Term at the expiration of ten (10) Business

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Days from the date of the service of such notice of intention, and upon the expiration of said ten (10) Business Days this lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this lease, but Tenant shall remain liable for damages as provided in Article 24. All notices given to Tenant and any such Leasehold Mortgagee under this Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

22.03. (a) If Tenant shall have assigned its interest in this lease, and this lease shall thereafter be disaffirmed or rejected in any proceeding under the Bankruptcy Code or under the provisions of any Federal, state or foreign law of like import, or in the event of termination of this lease by reason of any such proceeding, the assignor or any of its predecessors in interest under this lease, upon request of Landlord given within ninety (90) days after such disaffirmance or rejection shall (a) pay to Landlord all Fixed Rent and Additional Charges then due and payable to Landlord under this lease to and including the date of such disaffirmance or rejection and (b) enter into a new lease as lessee with Landlord of the Premises for a term commencing on the effective date of such disaffirmance or rejection and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and Additional Charges and upon the then executory terms, covenants and conditions as are contained in this lease, except that (i) the rights of the lessee under the new lease, shall be subject to any possessory rights of the assignee in question under this lease and any rights of persons claiming through or under such assignee, (ii) such new lease shall require all defaults existing under this lease to be cured by the lessee with reasonable diligence, and (iii) such new lease shall require the lessee to pay all Additional Charges which, had this lease not been disaffirmed or rejected, would have become due after the effective date of such disaffirmance or rejection with respect to any prior period. If the lessee shall fail or refuse to enter into the new lease within ten (10) days after Landlord’s request to do so, then in addition to all other rights and remedies by reason of such default, under this lease, at law or in equity, Landlord shall have the same rights and remedies against the lessee as if the lessee had entered into such new lease and such new lease had thereafter been terminated at the beginning of its term by reason of the default of the lessee thereunder.

(b) If pursuant to the Bankruptcy Code Tenant is permitted to assign this lease in disregard of the restrictions contained in Article 7 (or if this lease shall be assumed by a trustee), the trustee or assignee shall cure any default under this lease and shall provide adequate assurance of future performance by the trustee or assignee including (i) of the source of payment of rent and performance of other obligations under this lease and (ii) that the use of the Premises shall in no way diminish the reputation of the Building as a first-class office building or impose any additional burden upon the Building or increase the services to be provided by Landlord. If all defaults are not cured and such adequate assurance is not provided within sixty (60) days after there has been an

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order for relief under the Bankruptcy Code, then this lease shall be deemed rejected, Tenant or any other person in possession shall vacate the Premises, and Landlord shall be entitled to retain any rent or security deposit previously received from Tenant and shall have no further liability to Tenant or any person claiming through Tenant or any trustee. If Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this lease and proposes to assign the same (pursuant to Title 11 U.S.C. Section 365, as the same may be amended) to any person, including, without limitation, any individual, partnership or corporate entity, who shall have made a bona fide offer to accept an assignment of this lease on terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, then notice of such proposed assignment, setting forth (1) the name and address of such person, (2) all of the terms and conditions of such offer, and (3) the adequate assurance to be provided Landlord to assure such person’s future performance under this lease, including, without limitation, the assurances referred to in Title 11 U.S.C. Section 365(b)(3) (as the same may be amended), shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession no later than twenty (20) days after receipt by the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee, Tenant or Tenant as debtor-in-possession, given at any time prior to the effective date of such proposed assignment, to accept an assignment of this lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this lease.

ARTICLE 23

Reentry by Landlord

23.01. If this lease shall terminate as provided in Article 22, Landlord or Landlord’s agents and employees may immediately or at any time thereafter reenter the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, or otherwise as permitted by law (but in no event by forcible entry), without being liable to indictment, prosecution or damages therefor (except to the extent resulting from Landlord’s negligence or willful misconduct), and may repossess the same, and may remove any person therefrom, to the end that Landlord may have, hold and enjoy the Premises. The word “reenter,” as used herein, is not restricted to its technical legal meaning. If this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this Article, 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, Tenant shall thereupon pay to Landlord the Fixed Rent

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and any and all Additional Charges payable up to the time of such termination of this lease (including without limitation any such Additional Charges payable pursuant to Section 24.05 and Article 27), or of such recovery of possession of the Premises by Landlord, as the case may be, and shall also pay to Landlord damages as provided in Article 24.

23.02. In the event of a breach or threatened breach by Tenant of any of its obligations under this lease, Landlord shall also have the right of injunction. The special remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein. In the event of a breach or threatened breach by Landlord of any of its obligations under this lease, Tenant shall have the right of injunction in addition to any other remedy which may be available to Tenant hereunder, allowed at law or in equity. The remedies to which Tenant may resort hereunder are cumulative and are not intended to be exclusive of any other remedies to which Tenant may lawfully be entitled at any time and Tenant may invoke any remedy allowed at law or in equity as if specific remedies were not provided for herein.

23.03. If this lease shall terminate under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of this 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, Landlord shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such monies shall be credited by Landlord against any Fixed Rent or Additional Charges due from Tenant at the time of such termination or reentry or, at Landlord’s option, against any damages payable by Tenant under Article 24 or pursuant to law, with the balance, if any, to be promptly refunded to Tenant.

ARTICLE 24

Damages

24.01. If this lease is terminated under the provisions of Article 22, or if 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, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(a) a sum which at the time of such termination of this lease or at the time of any such reentry by Landlord, as the case may be, represents the then value of the excess, if any (assuming a discount at a rate per annum equal to the interest rate then applicable to United States Treasury Bonds having a term which most closely

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approximates the period commencing on the date that this lease is so terminated, or the date on which Landlord re-enters the Premises, as the case may be, and ending on the date on which this lease was scheduled to expire but for such termination or reentry, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23), of (i) the aggregate amount of the Fixed Rent and the Net Taxes Additional Charges which would have been payable by Tenant (conclusively presuming the average monthly Net Taxes Additional Charges to be the same as were payable for the last twelve (12) calendar months, or if less than twelve (12) calendar months have then elapsed since the Commencement Date, all of the calendar months immediately preceding such termination or reentry) for the period commencing with such earlier termination of this lease or the date of any such reentry, as the case may be, and ending with the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23, over (ii) the aggregate fair market rental value of the Premises for the same period, or

(b) sums equal to the Fixed Rent and the Net Taxes Additional Charges which would have been payable by Tenant had this lease not so terminated, or had Landlord not so reentered the Premises, payable upon the due dates therefor specified herein following such termination or such reentry and until the date contemplated as the expiration date hereof if this lease had not so terminated or if Landlord had not so reentered the Premises (which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23); provided, however, that if Landlord shall relet the Premises during said period, or receive any other income or consideration in connection with the use or occupancy of the Premises or otherwise deriving therefrom (including without limitation through the receipt of insurance or condemnation proceeds), Landlord shall credit Tenant with the net rents received by Landlord from such reletting (or the net amounts of such other income or consideration), such net rents and other amounts to be determined by first deducting from the gross rents from such reletting (or the gross amounts of such other income or consideration) as and when received by Landlord the reasonable and actual expenses incurred or paid by Landlord in terminating this lease or in reentering the Premises and in securing possession thereof, as well as the reasonable and actual expenses of reletting (including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, reasonable legal fees, and all other customary and reasonable expenses properly chargeable against the Premises and the rental therefrom) or of realizing such other income or consideration, it being understood that any such reletting may be for a period shorter or longer than the remaining Term, which date shall be the last day of the next succeeding Extension Term if Tenant timely delivered an Extension Election Notice prior to the exercise by Landlord of its rights under Article 22 or 23; but in no event shall Tenant be entitled to receive any excess of such net rents or other amounts over the sums payable by Tenant to Landlord

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hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision to a credit in respect of any net rents from a reletting or any net amounts of such other income or consideration, except to the extent that such net rents or other amounts are actually received by Landlord. If the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot basis shall be made of the rent received from such reletting and of the expenses of reletting.

If the Premises or any part thereof be relet by Landlord for the unexpired portion of the Term, or any part thereof, before presentation of proof of such damages to any court, commission or tribunal, the amount of rent reserved upon such reletting shall, prima facie, be the fair and reasonable rental value for the Premises, or part thereof, so relet during the term of the reletting, provided that such reletting shall constitute a bona-fide arm’s-length third party transaction. Notwithstanding anything to the contrary contained in this lease, except as may be required by then applicable Legal Requirements, Landlord shall have no obligation to relet the Premises or mitigate damages if this lease shall terminate in accordance with Article 22 and Landlord shall not be liable in any way whatsoever for its failure to relet the Premises or any part thereof, or if the Premises or any part thereof are relet, for its failure to collect the rent under such reletting, and no such failure to relet or failure to collect rent shall release or affect Tenant’s liability for damages or otherwise under this lease.

If Landlord or any Affiliate of Landlord shall use or occupy the Premises or any portion thereof following the termination of this lease under the provisions of Article 22, the damages payable by Tenant pursuant to paragraph (b) above shall be reduced by the fair market rental value of the Premises or such portion thereof that is so occupied by Landlord or its Affiliate (or by the excess, if any, of such fair market rental value over the amounts, if any, actually paid by Landlord or such Affiliate in connection with such use or occupancy).

Notwithstanding anything to the contrary contained herein, Landlord shall not commence any action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) above prior to the date upon which any rights of any Leasehold Mortgagee pursuant to Article 43 (if applicable) to cure Tenant’s default and to request and receive a new lease have expired.

24.02. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the Term would have expired if it had not been so terminated under the provisions of Article 22, or had Landlord not reentered the Premises. Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant. Nothing

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herein contained shall be construed to limit or prejudice the right of Landlord to prove for and obtain as damages by reason of the termination of this lease or reentry on the Premises for the default of Tenant under this lease an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved whether or not such amount be greater than any of the sums referred to in Section 24.01. Except as expressly provided in this lease, Landlord shall not be liable to Tenant, and Tenant shall not be liable to Landlord, for indirect, consequential, special, punitive, exemplary, incidental or other like damages (including, without limitation, damages to Landlord for lost profits or opportunities, or the loss by foreclosure, deed in lieu, or otherwise, of all or any portion of Landlord’s interest in the Premises), even if arising from any act, omission or negligence of such party or from the breach by such party of its obligations under this lease.

24.03. [Intentionally Omitted]

24.04. In addition, if this lease is terminated under the provisions of Article 22, or if Landlord shall reenter the Premises under the provisions of Article 23, Tenant agrees that:

(a) the Premises then shall be in the condition in which Tenant has agreed to surrender the same to Landlord at the expiration of the term hereof;

(b) Tenant shall have performed prior to any such termination any covenant of Tenant contained in this lease for the making of any Alterations or for restoring or rebuilding the Premises or any part thereof; and

(c) for the breach of any covenant of Tenant set forth above in this Section 24.04, Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and Tenant shall pay, as and for liquidated damages therefor, the cost of performing such covenant (as estimated by a reputable independent contractor selected by Landlord).

24.05. In addition to any other remedies Landlord may have under this lease, and without reducing or adversely affecting any of Landlord’s rights and remedies under Article 22, if any installment of Fixed Rent or of any Additional Charges payable hereunder by Tenant to Landlord is not paid (x) in the case of Fixed Rent, on or prior to the due date thereof, or (y) in the case of Additional Charges payable to Landlord within five (5) Business Days after the due date thereof, the same shall bear interest at the Interest Rate from the due date thereof until paid, and the amount of such interest shall be an Additional Charge hereunder; provided, that, if for the month in which there is an increase in Fixed Rent pursuant to Section 1.04(a), Tenant fails to pay the adjusted amount of Fixed Rent (but pays at least the amount of Fixed Rent for the immediately preceding month), interest under this Section 24.05 shall not accrue unless Tenant fails to pay the amount of such shortfall within seven (7) Business Days after receiving notice

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thereof from Landlord, and if Tenant fails to pay such shortfall within said seven (7) Business Day period, interest shall accrue only on the amount of such shortfall from the day such Fixed Rent was first due and payable until the date such shortfall is paid. Landlord shall provide Tenant with notice of any failure of Tenant to pay Fixed Rent and/or Additional Charges; it being understood and agreed that the delivery of any such notice shall not be a condition to the imposition of interest pursuant to this Section 24.05. For the purposes of this Section 24.05, a rent bill sent by first class mail, to the address to which notices are to be given under this lease, shall be deemed a proper demand for the payment of the amounts set forth therein but no such demand shall be required as a condition to the payment thereof. To the extent that Tenant is required under this lease to make any payments directly to third parties on behalf of Landlord, Tenant shall be responsible for any late charges or interest imposed by such third parties in the event that Tenant does not make such payments in a timely manner.

ARTICLE 25

Affirmative Waivers

25.01. Tenant, on behalf of itself and any and all persons claiming through or under Tenant, does hereby waive and surrender all right and privilege which it, they or any of them might have under or by reason of any present or future law, to redeem the Premises or to have a continuance of this lease after being dispossessed or ejected therefrom by process of law or under the terms of this lease or after the termination of this lease as provided in this lease.

25.02. If Tenant shall be in default, after the expiration of any applicable notice and grace periods, in the payment of Fixed Rent or Additional Charges, Tenant waives Tenant’s right, if any, to designate the items to which any payments made by Tenant are to be credited, and Tenant agrees that Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items which any such payments shall be credited.

25.03. Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, including, without limitation, any claim of injury or damage, and any emergency and other statutory remedy with respect thereto.

25.04. Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by Landlord to recover possession of the Premises (other than compulsory counterclaims), provided that nothing herein shall be deemed to

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preclude Tenant from bringing a separate action for any claim that Tenant may have hereunder.

ARTICLE 26

No Waivers

26.01. The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this lease or of the right to exercise such election, and such right to insist upon strict performance shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by Landlord or tender by Tenant of Fixed Rent or partial payments thereof or Additional Charges or partial payments thereof with knowledge of breach by Tenant or Landlord, as the case may be, of any obligation of this lease shall not be deemed a waiver of such breach.

26.02. If there be any agreement between Landlord and Tenant providing for the cancellation of this lease upon certain provisions or contingencies and/or an agreement for the renewal hereof at the expiration of the term, the right to such renewal or the execution of a renewal agreement between Landlord and Tenant prior to the expiration of the term shall not be considered an extension thereof or a vested right in Tenant to such further term so as to prevent Landlord from canceling this lease and any such extension thereof during the remainder of the original term; such privilege, if and when so exercised by Landlord, shall cancel and terminate this lease and any such renewal or extension; any right herein contained on the part of Landlord to cancel this lease shall continue during any extension or renewal hereof; any option on the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any option for a further extension beyond the first renewal or extended term, unless such additional options are expressly provided for herein.

ARTICLE 27

Curing Tenant’s Defaults

27.01. If Tenant shall default in the performance of any of Tenant’s obligations under this lease and such default continues after written notice (which notice may be oral in the case of an emergency that posses an imminent threat to the safety of persons or significant damage to Premises) and the expiration of the applicable grace period (or in the event of an emergency, a reasonable time under the circumstances), if any, Landlord or any Superior Mortgagee without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Tenant

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(provided such expense is commercially reasonable). If Landlord effects such cure by bonding any lien which Tenant is required to bond, Tenant shall obtain and substitute a bond for Landlord’s bond at its sole cost and expense and reimburse Landlord for the commercially reasonable cost of Landlord’s bond.

27.02. Bills for any reasonable actual out-of-pocket expenses incurred by Landlord in connection with any such performance by it for the account of Tenant, and bills for all reasonable actual out-of-pocket costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees, involved in collecting or endeavoring to collect the Fixed Rent or Additional Charges or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder, under or in connection with this lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this lease, and interest on all sums advanced by Landlord under this Section 27.02 and/or Section 27.01 (at the Interest Rate or the maximum rate permitted by law, whichever is less) may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable (as Additional Charges) in accordance with the terms of such bills, but not sooner than thirty (30) days after the rendering of such bills, together with reasonable documentation with respect to such expenses. Notwithstanding anything to the contrary contained in this Section, Tenant shall have no obligation to pay the costs, expenses or disbursements of Landlord in any proceeding in which there shall have been rendered a final judgment against Landlord, and the time for appealing such final judgment shall have expired (the “Appeal Deadline”) and within thirty (30) days following the Appeal Deadline, Landlord shall reimburse to Tenant any amounts on account thereof that were previously paid by Tenant to any such party together with interest thereon at the Base Rate calculated from the date such amounts were paid by Tenant until the date on which Tenant is so reimbursed in full.

ARTICLE 28

Broker

28.01 Landlord and Tenant each covenant, warrant and represent that, except for Citigroup Global Markets Inc. and Cushman & Wakefield, Inc. (collectively, “Broker”) no broker was instrumental in bringing about or consummating this lease and that it had no conversations or negotiations with any broker concerning the leasing of the Premises to Tenant. Tenant agrees to indemnify and hold harmless Landlord against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of any conversations or negotiations had by Tenant with any broker (including Broker). Landlord agrees to indemnify and hold harmless Tenant against and

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from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses, arising out of conversations or negotiations had by Landlord with any broker other than Broker. Tenant shall pay Broker any commissions due in connection with this lease pursuant to a separate written agreement. The provisions of this Article 28 shall survive the expiration or earlier termination of this Lease.

ARTICLE 29

Notices

29.01. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made by either party to this lease or pursuant to any applicable law or requirement of public authority (collectively, “notices”) shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed as follows:

If to Landlord as follows:

388 Realty Owner, LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: Chief Legal Officer

with copies to:

388 Realty Owner, LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Attn: General Counsel – Real Property

and

SITQ Greenwich LP

Centre CDP Capital

1001, Square Victoria

Bureau C-200

Montreal (Quebec) H2Z 2B1

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Canada

Attention: President

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attn: Jonathan L. Mechanic, Esq.

If to Tenant as follows:

Citigroup Global Markets Inc.

c/o Citi Realty Services

Northeast Region

2 Court Square, 4th Floor

Long Island City, NY 11120

Attn: Director of Real Estate

and

Citigroup Inc.

Corporate Law Department

125 Broad Street, 7^th Floor

New York, New York 10004

Attn: Assistant General Counsel of Real Estate

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attn: Thomas Welsh, Senior Vice President

Citigroup Inc.

388 Greenwich Street

New York, New York 10013

Attn: Gus Gollisz, Senior Vice President

with a copy to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

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Attn: David M. Brooks, Esq.

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third (3^rd) Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Either party may, by notice as aforesaid, designate a different address or addresses for notices intended for it. Rent bills may be given by ordinary mail to Tenant’s first address above only, or to such other address as Tenant shall specify. Tenant may send proofs of payment of Additional Charges by ordinary mail to Landlord’s first address above only, or to such other address as Landlord shall specify.

29.02. Notices hereunder from Landlord may be given by Landlord’s managing agent, if one exists, or by Landlord’s attorney. Notices hereunder from Tenant may be given by Tenant’s attorney.

29.03. In addition to the foregoing, Landlord or Tenant may, from time to time, request in writing that the other party serve a copy of any notice on one other person or entity designated in such request, and Landlord shall also have the right to request in writing that Tenant serve a copy of any notice on any Superior Mortgagee, such service in any case to be effected as provided in Section 29.01 or 29.02.

29.04. All notices given by Landlord under Section 22.02 shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A DEFAULT NOTICE” as a condition to the effectiveness thereof.

29.05. All notices given by Tenant claiming any right to terminate this Lease shall contain a statement in at least 12-point bold type and capital letters stating “THIS IS A TERMINATION NOTICE” as a condition to the effectiveness thereof.

ARTICLE 30

Estoppel Certificates

30.01. Each party agrees, at any time and from time to time, as requested by the other party with not less than ten (10) Business Days’ prior notice, to execute and deliver to the other a statement in the form annexed hereto as Exhibit M-1 (with such other information concerning this lease as Landlord or any Superior Mortgagee may reasonably request), in the case of a statement to be delivered by Tenant, and in the form annexed hereto as Exhibit M-2 (with such other information concerning this lease as

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Tenant may reasonably request), in the case of a statement to be delivered by Landlord, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the party requesting the certificate and by others with whom such party may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to the party giving such statement being estopped from contradicting any of the statements made in such certificate.

ARTICLE 31

Memorandum of Lease

31.01. Tenant shall not record this lease, but contemporaneous herewith, Landlord and Tenant shall execute, acknowledge and deliver to other, and Tenant may record, a statutory form of memorandum with respect to this lease pursuant to the provisions of Section 291-C of the Real Property Law of the State of New York. The form of memorandum of lease annexed hereto as Exhibit I-1 is hereby approved by both Landlord and Tenant for purposes of this Article 31. On the Commencement Date, Tenant shall deliver to Landlord’s attorney’s, Fried, Frank, Harris, Shriver & Jacobson LLP (the “Escrow Agent”), as escrow agent pursuant to escrow arrangements mutually satisfactory to the parties thereto, an executed and notarized release of the memorandum of lease, in form attached hereto as Exhibit I-2, and approved by the Escrow Agent as being in proper form to effectuate a release of the memorandum of record, which release shall be held in escrow by the Escrow Agent until the expiration or earlier termination of this lease (the “Escrowed Release”). An assignee of Tenant pursuant to Article 7 shall deliver to Escrow Agent a replacement of the Escrowed Release executed and notarized by such assignee. If, due to changes in applicable Legal Requirements, modifications are required to be made to the Escrowed Release then in escrow in order to effectuate a release of the memorandum following the expiration or earlier termination of this lease, upon the request of Landlord, Tenant shall execute and deliver to the Escrow Agent a replacement Escrowed Release. Following the expiration or earlier termination of this lease, Landlord shall provide Escrow Agent with notice of such expiration and the Escrowed Release shall be delivered to Landlord for recordation. Notwithstanding the foregoing, in the event supplemental or additional documentation (including, without limitation, transfer tax forms) is required in order to remove the memorandum of record at the end of the Term, Tenant shall execute and deliver such supplemental or additional documentation as may be reasonable requested by Landlord, in each case in form and substance mutually satisfactory to the parties. The provisions of this Article 31 shall survive the expiration or earlier termination of this lease.

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ARTICLE 32

No Representations by Landlord

32.01. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this lease, is not relying upon, and Landlord expressly disclaims, any and all warranties, representations, promises or statements of any kind and character, express or implied, written or oral, with respect to the Real Property, except to the extent that the same are expressly set forth in this lease or in any other written agreement which may be made between the parties concurrently with the execution and delivery of this lease and shall expressly refer to this lease. All understandings and agreements heretofore had between the parties are merged in this lease and any other written agreement(s) made concurrently herewith, which alone fully and completely express the agreement of the parties and which are entered into after full investigation, neither party relying upon any statement or representation not embodied in this lease or any other written agreement(s) made concurrently herewith. Without limiting the generality of the first sentence of the preceding paragraph or any other disclaimer set forth in this lease, Landlord and Tenant hereby agree that, except to the extent the same are expressly set forth in this lease, Landlord has not made and is not making any representations or warranties, express or implied, written or oral, as to (a) the nature or condition, physical or otherwise, of the Real Property or any aspect thereof, including, without limitation, any warranties of habitability, suitability, merchantability, or fitness for a particular use or purpose, of the absence of redhibitory or latent vices or defects in the Real Property, (b) the nature or quality of construction, structural design or engineering of the improvements or the state of repair or lack of any of the improvements, (c) the quality of the labor or materials included in the improvements, (d) the soil conditions, drainage conditions, topographical features, access to public rights-of-way, availability of utilities or other conditions or circumstances which affect or may affect the Real Property or any use to which the Real Property may be put, (e) any conditions at or which affect or may affect the real property with respect to any particular purpose, use, development potential or otherwise, (f) the area, size, shape, configuration, location, capacity, quantity, quality, cash flow, expenses or value of the Real Property or any part thereof except with respect to the rentable area of the Building set forth in this lease which has been deemed agreed to, (g) the nature or extent of title to the Real Property, or any easement, servitude, right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise that may affect title to the Real Property, (h) any environmental, geological, structural or other condition or hazard or the absence thereof heretofore, now or hereafter affecting in any manner the Real Property, including but not limited to the presence or absence of asbestos or any environmentally hazardous substance on, in, under or adjacent to the Real Property, (i) the compliance of the Real Property or the operation or use of the Real Property with any applicable restrictive covenants, or with any laws, ordinances or regulations of any governmental body (including specifically, without limitation, any zoning or land use laws, regulations or restrictions (including those which are applicable to the Real Property as a result of its

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location in a designated historic district), any building codes, any environmental laws, and the Americans With Disabilities Act of 1990, 42 U.S.C. 12101 et seq.).

ARTICLE 33

Easements

33.01. So long as Tenant is a Citigroup Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the operation of the Real Property, which purposes may include, without limitation, (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) providing ingress and egress between the Real Property and the land and building located at 388 Greenwich Street, New York, New York (the “Adjacent Parcel”), and/or (iii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the Adjacent Parcel, and/or (iv) Cogeneration Procurement so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements pursuant to their terms terminate on the Expiration Date or earlier termination of this lease or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of clause (ii), the Adjacent Parcel is owned, controlled or occupied by Named Tenant or any of its Affiliates, and if requested by Landlord at time that there is at least (1) year remaining in the Term, Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall use commercially reasonable efforts to cause any Superior Mortgagee to recognize same as part of any Superior Mortgage SNDA Agreement; it being understood and agreed that notwithstanding anything to the contrary contained in this lease, the recognition of, and non-disturbance of Tenant’s rights under, the Reciprocal Easement Agreement under a Superior Mortgage SNDA Agreement is as a condition to the subordination of the Reciprocal Easement Agreement to any such Superior Mortgage. Landlord hereby approves the Cable Interconnect between the Building and Adjacent Parcel as more particularly set forth in Exhibit K attached hereto. Any such aforementioned easement or other agreement, including the Reciprocal Easement Agreement, shall be subject and subordinate to this lease, and Tenant, subject to the terms of such easement or other agreement, agrees to perform or cause to be performed, all of its obligations thereunder subject to and in accordance with the terms thereof; it being understood and agreed that Tenant shall not be deemed in default of the foregoing if Tenant shall be disputing the validity of any such obligation. The parties hereto acknowledge that contemporaneous with the execution and delivery of this lease, Tenant and Landlord have executed and delivered that certain Reciprocal Easement Agreement in the form attached hereto as Exhibit L the

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“Reciprocal Easement Agreement”), which Tenant may record. Landlord acknowledges that Tenant has been delegated with all the rights of Landlord under the Reciprocal Easement Agreement, and Tenant acknowledges that Tenant is responsible for all obligations thereunder, subject to and in accordance with the terms thereof arising during the Term.

ARTICLE 34

Holdover

34.01. (a) In the event this lease is not renewed or extended or a new lease is not entered into between the parties, and if Tenant shall then hold over after the expiration of the Term (it being agreed that Tenant shall not be deemed holding over by the mere fact that Tenant’s Property remains in the Premises after the expiration of the Term), the parties hereby agree that Tenant’s occupancy of the Premises after the expiration of the term shall be a tenancy at will commencing on the first day after the expiration of the Term, which tenancy shall be upon all of the terms set forth in this lease except Tenant shall pay on the first day of each month of the holdover period as Fixed Rent, an amount equal to the product obtained by multiplying one-twelfth of the Fixed Rent payable by Tenant during the last year of the Term (i.e., the year immediately prior to the holdover period) prorated for any partial month on a per diem basis, by (ii) one hundred twenty-five (125%) percent for the first thirty days of such holdover, one hundred fifty (150%) percent for the next thirty (30) days of such holdover, and one hundred seventy-five (175%) percent thereafter. It is further stipulated and agreed that if Landlord shall, at any time after the expiration of the Term, proceed to remove Tenant from the Premises as a holdover, the Fixed Rent for the use and occupancy of the Premises during any holdover period shall be calculated in the same manner as set forth above.

(b) Notwithstanding anything to the contrary contained in this lease, the acceptance of any rent paid by Tenant pursuant to Section 34.01(a) shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding, or from collecting any amounts (including, without limitation, reasonable counsel fees) payable by Tenant pursuant to Section 27.02 in connection with any such holdover or summary eviction proceeding, and the preceding sentence shall be deemed to be an “agreement expressly providing otherwise” within the meaning of Section 223-c of the Real Property Law of the State of New York but in no event shall Tenant be responsible to the Landlord for any monetary damages, including, without limitation, any consequential, punitive, special or speculative damages of any kind, lost profits or like damages alleged to have occurred as a result of any breach of this Lease, if any, suffered by the Landlord by reason of the Tenant’s holdover in the Premises except as expressly provided in Section 34.02.

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34.02. Notwithstanding anything to the contrary contained herein, in the event that:

(a) Landlord shall enter into one or more (i) leases for all or any portion of the Premises or (ii) letters of intent with respect to all or a portion of the Premises, which either (x) is for a term that is scheduled to commence within one hundred twenty (120) days after the Expiration Date or (y) is for a term that is scheduled to commence within twelve (12) months after the Expiration Date and which requires Landlord to perform any material demolition, tenant improvement work or any other material work as a precondition to the commencement of such term (any such lease is herein called a “Qualifying Lease”), and

(b) Landlord shall give Tenant written notice of any such Qualifying Lease(s) (herein called a “Qualifying Lease Notice”), which Qualifying Lease Notice may be given at any time prior to, or if Tenant has held-over or remains in possession of any portion of the Premises following, the Expiration Date and shall describe the premises leased pursuant to such Qualifying Lease(s), and

(c) Tenant shall hold-over or remain in possession of any portion of the Premises beyond the date which is one hundred twenty (120) days following the later of (x) the Expiration Date or (y) the date on which Landlord shall have given such Qualifying Lease Notice to Tenant,

then, in such event, Tenant shall be subject to all losses, injuries and damages incurred by Landlord arising out of any new leases or lost opportunities by Landlord to re-let all or any part of the Premises covered by a Qualifying Lease Notice given at least thirty (30) days prior to the date on which Landlord incurs such damages, including without limitation any such damages in connection with Landlord’s inability to deliver the premises leased pursuant to such Qualifying Lease to the tenant under such Qualifying Lease (collectively, “Holdover Damages”). All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any summary proceedings against Tenant. Landlord shall not be required to mitigate Holdover Damages except as may be required by then applicable Legal Requirements.

ARTICLE 35

Miscellaneous Provisions and Definitions

35.01. Modifications. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this lease, in whole or in part, including, without limitation, this Section 35.01, unless such agreement is in writing, refers expressly to this lease and is signed by the party against whom

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enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought.

35.02. Successors and Assigns. Except as otherwise expressly provided in this lease, the obligations of this lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party is named or referred to; provided, however, that (a) no violation of the provisions of Article 7 shall operate to vest any rights in any successor or assignee of Tenant and (b) the provisions of this Article 35 shall not be construed as modifying the conditions of limitation contained in Article 22.

35.03. Limitation on Liability. Tenant shall look only to Landlord’s estate and property in the Real Property (which shall be deemed to include the proceeds of any insurance (net of any required expenditures under this lease made by Landlord), condemnation (after all required expenditures under this lease made by Landlord), sale or refinancing proceeds received by Landlord with respect to the Real Property) for the satisfaction of Tenant’s remedies, for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and otherwise no other property or assets of Landlord or any property or assets of any Landlord Party, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. Notwithstanding the foregoing, with respect to any sale of the Real Property, the purchaser shall assume all the obligations of Landlord under this lease, including, without limitation, all Landlord Reimbursement Amounts and other amounts that are then payable by Landlord to Tenant under this lease. Further, any contract respecting such sale shall be deemed to include an assumption by purchaser of the contingent liability for the unaccrued portion of Landlord Reimbursement Amounts. The obligations of Tenant under this Lease do not constitute personal obligations of the individual partners, directors, officers, or shareholders of Tenant solely in such capacity and any such person or entity that shall be an assignee, subtenant, guarantor or otherwise agree to be bound to Landlord pursuant to a separate written agreement shall have express liability hereunder in such capacity.

35.04. Force Majeure. Except as expressly provided in this lease, Tenant shall have no liability whatsoever to Landlord because (i) Tenant is unable to fulfill, or is delayed in fulfilling, any of its obligations under this lease by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause, whether similar or dissimilar, beyond Tenant’s reasonable control; or (ii) of any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water, or for any other reason whether similar or dissimilar, beyond Tenant’s reasonable control

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(the foregoing circumstances described in this Section 35.04 being herein called “Force Majeure Causes”). In no event shall lack of funds be deemed a Force Majeure Cause, nor shall any matter be deemed to be beyond Tenant’s reasonable control if the same could be remedied by the satisfaction of a lien, judgment or other monetary obligation. In addition, Force Majeure Causes shall not apply to the payment of Fixed Rent or Additional Charges when due hereunder.

35.05. Definitions. For the purposes of this lease, the following terms have the meanings indicated:

(a) The term “Business Day” shall mean any day that the New York Stock Exchange is open for business.

(b) The term “CPI” shall mean the Consumer Price Index for All Urban Consumers for New York-northern New Jersey-Long Island statistical area (“CPI-AUC”), All Items (1982-1984=100), issued and published by the Bureau of Labor Statistics of the United States Department of Labor. In the event that CPI-AUC ceases to use a 1982-84 base rate of 100 as the basis of calculation, then the CPI-AUC shall be adjusted to the figure that would have been arrived at had the manner of computing the CPI-AUC in effect at the date of this lease not been altered. If CPI-AUC is not available or may not lawfully be used for the purposes herein stated, the term “CPI” shall mean (i) a successor or substitute index to CPI-AUC, appropriately adjusted; or (ii) if such a successor or substitute index is not available or may not lawfully be used for the purposes herein stated, a reliable governmental or other non-partisan publication, selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld or delayed), evaluating the information theretofore used in determining CPI-AUC.

(c) Intentionally omitted.

(d) The term “mortgage” shall include a mortgage and/or a deed of trust, and the term “holder of a mortgage” or “mortgagee” or words of similar import shall include a mortgagee of a mortgage or a beneficiary of a deed of trust.

(e) The terms “Legal Requirements” and “laws and requirements of any public authorities” and words of a similar import shall mean laws and ordinances of any or all of the federal, state, city, town, county, borough and village governments, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and rules, regulations, orders and directives of any and all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Premises, and the direction of any public officer pursuant to law, whether now or hereafter in force.

(f) The term “requirements of insurance bodies” and words of similar import shall mean rules, regulations, orders and other requirements of the New York Board of Underwriters and/or the New York Fire Insurance Rating Organization

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and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Premises, whether now or hereafter in force.

(g) The term “Tenant” shall mean the Tenant herein named or any assignee or other successor in interest (immediate or remote) of the Tenant herein named, which at the time in question is the owner of the Tenant’s estate and interest granted by this lease; but the foregoing provisions of this subsection shall not be construed to permit any assignment of this lease or to relieve the Tenant herein named or any assignee or other successor in interest (whether immediate or remote) of the Tenant herein named from the full and prompt payment, performance and observance of the covenants, obligations and conditions to be paid, performed and observed by Tenant under this lease, unless Landlord and Tenant shall otherwise agree.

(h) The term “Landlord” shall mean only the owner at the time in question of Landlord’s interest in the Real Property or a lease of the Real Property, so that in the event of any transfer or transfers of Landlord’s interest in the Real Property or a lease thereof, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this lease accruing after such transfer; provided, however, that such transferee has assumed and agreed in writing (or is required by an Superior Mortgagee SNDA Agreement between such transferee and Tenant or by operation of law) to perform and observe all obligations of Landlord herein during the period it is the holder of Landlord’s interest under this lease.

(i) The terms “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this lease as a whole, and not to any particular article or section, unless expressly so stated.

(j) The term “and/or” when applied to one or more matters or things shall be construed to apply to any one or more or all thereof as the circumstances warrant at the time in question.

(k) The term “person” shall mean any natural person or persons, a partnership, a corporation, joint venture, estate, trust, unincorporated associated or any other form of business or legal association or entity or any federal, state, county or municipal government or any bureau, department or agency thereof.

(l) The term “Interest Rate,” when used in this lease, shall mean an interest rate equal to three (3%) percent above the so-called annual “Base Rate” of interest established and approved by Citibank, N.A., New York, New York (herein called the “Base Rate”), from time to time, as its interest rate charged for unsecured loans to its corporate customers, or if Citibank, N.A. is no longer quoting a “Base Rate”, the “Base Rate” of an alternative bank identified by Landlord in notice to Tenant, but in no event greater than the highest lawful rate from time to time in effect.

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(m) The term “Hazardous Materials” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials, asbestos or any material containing asbestos, or any other hazardous substance or material, defined as such by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, CERCLA, RCRA and HMTA, as each of same may have been amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing (collectively, “Environmental Laws”).

35.06. Survival. Upon the expiration or other termination of this lease neither party shall have any further obligation or liability to the other except as otherwise expressly provided in this lease and except for such obligations as by their nature or under the circumstances can only be, or by the provisions of this lease, may be, performed after such expiration or other termination; and, in any event, unless otherwise expressly provided in this lease, any liability for a payment (including, without limitation, Additional Charges and Landlord Reimbursement Amounts under Article 3) which shall have accrued to or with respect to any period ending at the time of, or in the case of Landlord Reimbursement Amounts, following, the expiration or other termination of this lease shall survive the expiration or other termination of this lease, subject to any deadlines expressly set forth in Article 3 or in any other applicable provision of this lease. In the event that Tenant shall be entitled to a refund or credit from Landlord hereunder at the time of the expiration or termination of the Term, the amount of such refund or credit shall be paid to Tenant within thirty (30) days after such expiration or termination, unless otherwise expressly set forth in this lease, failing which any unpaid amount shall bear interest at the Interest Rate from the due date thereof until such amount is paid to Tenant.

35.07. (a) Requests for Consent. If Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that, except as expressly provided in this lease, Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. Notwithstanding the foregoing, Tenant shall not be deemed to have waived a claim for damages if there is a final judicial determination from which time for appeal has been exhausted that Landlord acted maliciously or in bad faith in exercising its judgment or withholding its consent or approval despite its agreement to act reasonably, in which case Tenant shall have the right to make a claim for the actual damages incurred by Tenant, but in no event shall Landlord, nor any other Landlord Party be liable for indirect, consequential, special, punitive, exemplary, incidental or other like damages. Tenant shall have the right to seek such a final judicial determination that Landlord acted maliciously or in bad faith without respect to whether Tenant pursued an action for specific performance or injunction, or whether Tenant pursued an arbitration relating to Landlord’s withholding of consent pursuant to any provision of this lease.

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(b) If Tenant desires to determine any dispute between Landlord and Tenant as to the reasonableness of Landlord’s decision to refuse to consent or approve any item as to which Landlord has specifically agreed that its consent or approval shall not be unreasonably withheld, such dispute shall be settled and finally determined by arbitration in The City of New York in accordance with the following provisions of this Section 35.07(b). Within ten (10) Business Days next following the giving of any notice by Tenant stating that it wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice. If the two arbitrators shall fail to agree upon the designation of a third arbitrator within five (5) Business Days after the designation of the second arbitrator then either party may apply to the Manhattan office of the AAA for the designation of such arbitrator and if he or she is unable or refuses to act within ten (10) Business Days, then either party may apply to the Supreme Court in New York County or to any other court having jurisdiction for the designation of such arbitrator. The three arbitrators shall conduct such hearings as they deem appropriate, making their determination in writing and giving notice to Landlord and Tenant of their determination as soon as practicable, and if possible, within five (5) Business Days after the designation of the third arbitrator (but in no event more than fifteen (15) Business Days unless Landlord and Tenant grant a written extension(s) of said time frame); the concurrence of or, in the event no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator designated, shall be binding upon Landlord and Tenant. Judgment upon any decision rendered in any arbitration held pursuant to this Section 35.07(b) shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 35.07(b), including the expenses and fees of any arbitrator selected by it in accordance with the provisions of this Section 35.07(b), and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions. The sole remedy which may be awarded by the arbitrators in any proceeding pursuant to this Section 35.07(b) is an order compelling Landlord to consent to or approve the matter in dispute, and the arbitrators may not award damages or grant any monetary award or any other form of relief. Any determination by the arbitrators that Landlord was unreasonable in refusing to grant its consent or approval as to the matter in dispute shall be deemed a granting of Landlord’s consent or approval, and upon receipt of the arbitrators’ determination, Tenant shall be authorized to take the action for which Landlord’s consent or approval was sought.

35.08. Excavation upon Adjacent Land or Under the Building. If an excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then, subject to any applicable provisions of Article 16, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as said person shall deem reasonably necessary or desirable to preserve and protect the Building from injury or

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damage to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this lease. In the event that Landlord or its employees or contractors shall perform such excavation, Landlord shall use reasonable efforts to cause the foregoing to be performed in such a manner as to minimize any interference with Tenant’s operation of its business in the Premises and, Landlord shall indemnify Tenant from and against any and all claims arising from or in connection with the performance of such work, together with all reasonable, actual out-of-pocket costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses.

35.09. Governing Law; Severability; Captions; Rules of Interpretation; Independent Covenants; Gender. Irrespective of the place of execution or performance, this lease shall be governed by and construed in accordance with the laws of the State of New York. If any provisions of this lease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this lease and the application of that provision to other persons or circumstances shall not be affected but rather shall remain valid and be enforced to the extent permitted by law. The table of contents, captions, headings and titles in this lease are solely for convenience of references and shall not affect its interpretation. This lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this lease to be drafted. Each covenant, agreement, obligation or other provision of this lease on Tenant’s part to be performed, shall be deemed and construed as a separate and independent covenant of Tenant, not dependent on any other provision of this lease. All terms and words used in this lease, shall be deemed to include any other number and any other gender as the context may require.

35.10. Time for Payment of Rent. If under the terms of this lease Tenant is obligated to pay Landlord a sum in addition to the Fixed Rent under the lease and no payment period therefor is specified, Tenant shall pay Landlord the amount due within thirty (30) days after being billed (accompanied by reasonable supporting documentation where such supporting documentation is required by an express provision of this lease). If any amount payable by Landlord to Tenant hereunder is not paid within five (5) Business Days after the due date thereof, unless otherwise set forth in any other provision of this lease, the same shall bear interest at the rate set forth in Section 24.05 from the due date thereof until such amount is paid to Tenant.

35.11. Due Authorization; Execution and Delivery. Each party hereto represents and warrants to the other that this lease has been duly authorized, executed and delivered by such party.

35.12. Sales Tax. If any sales or other tax is payable with respect to any cleaning, electricity or other services which Tenant obtains or contracts for directly from

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any third party or parties, Tenant shall file any required tax returns and shall pay any such tax, and Tenant shall indemnify and hold Landlord harmless from and against any loss, damage or liability suffered or incurred by Landlord on account thereof.

35.13. Standard for Consent. Whenever this lease provides that a party shall not unreasonably withhold its consent or approval, such phrase shall be deemed to mean that such consent or approval will not be unreasonably withheld, conditioned or delayed. Whenever this lease is silent as to the standard of consent or approval, such consent or approval shall be in the sole discretion of the party granting such consent or approval.

35.14. Meaning of Other “tenants”. Wherever references are made in this lease to any other “tenant” of the Building, such references shall be deemed to include any occupant occupying space in the Building, whether or not pursuant to a written agreement.

35.15. Conflicts with Exhibits. Any conflicts between this lease and the exhibits to this lease shall be resolved in favor of this lease.

35.16. Temporary Takings. Any provision of this lease which prohibits or limits the use or occupancy of any part of the Premises by any government agency or department shall not apply with respect to any temporary taking or occupancy described in Article 20 hereof. Any provision of this lease which requires Tenant to indemnify or otherwise be responsible to Landlord or any other party for the acts or omissions of any occupant of the Premises shall not apply with respect to any government agency or department occupying any portion of the Premises or anyone occupying any portion of the Premises through or under such government agency or department in connection with any temporary taking or occupancy described in Article 20 hereof.

35.17. USA Patriot Act: Landlord and Tenant each hereby represents and warrants to the other that (i) the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) has not listed such party or any of such party’s affiliates, or any person that controls, is controlled by, or is under common control with such party, on its list of Specially Designated Nationals and Blocked Persons; and (ii) such party is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order, the United States Treasury Department, or United States Office of Homeland Security as a terrorist, Specially Designated National and Blocked Person, or other banned or blocked person, entity, nation or pursuant to any law, order, rule or regulation that is enforced or administered by the OFAC.

35.18. Guaranty of Lease. Simultaneously with the execution and delivery of this lease by Tenant, Citigroup Inc. (“Guarantor”) delivered a guaranty of lease in favor of Landlord in the form annexed hereto as Exhibit C (the “Guaranty”). If upon a merger, consolidation or other corporate reorganization of Citigroup Inc.,

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Citigroup Inc. is no longer the parent corporation, Tenant shall cause to be executed and delivered a replacement guaranty in substantially the same form as the Guaranty from the succeeding parent corporation; provided that in any such replacement, said merger, consolidation or other corporate reorganization was done for a bona fide business purpose and not principally for the purpose of replacing the Guaranty delivered with this lease.

35.19. Revocable Consent Agreements. Landlord acknowledges that Tenant is entitled to all rights of grantee under the Revocable Consent Agreements, and Tenant acknowledges that it is responsible for (and subject to the provisions of Section 18.02, shall indemnify and hold Landlord harmless from) all obligations thereunder, including, without limitation, any payment and restoration obligations, whether arising before or during the Term. On or prior to the Expiration Date or such earlier date upon which the Term may expire or terminate, Tenant shall either terminate the Revocable Consent Agreements or, upon Landlord’s request, assign same to Landlord to the extent assignable. “Revocable Consent Agreements” means collectively (i) that certain Revocable Consent Agreement made by the Franchise Division and accepted and agreed to by Tenant and US Bank National Association and recorded on May 19, 2004 in the Office of the City Register of the City of New York under CRFN 2004000314864, and (ii) that certain Revocable Consent Agreement made by the Franchise Division and the IT Division and accepted and agreed to by Tenant and US Bank National Association and recorded on June 12, 2007 in the Office of the City Register of the City of New York under CRFN 2007000303882. “Franchise Division” means The City of New York Department of Transportation, Division of Franchises, Concessions and Consents, and “IT Division” means The City of New York Department of Transportation, Department of Information, Technology and Communications.

ARTICLE 36

Extension Terms

36.01. (a) For purposes hereof:

the term “First Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “First Extension Term”) of ten (10) years commencing on January 1, 2021 and ending on December 31, 2030;

the term “Second Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Second Extension Term”) of ten (10) years commencing on January 1, 2031 and ending on December 31, 2040. Tenant shall have the right to exercise the Second Ten Year Option only if Tenant shall have exercised the First Ten Year Option;

the term “Third Ten Year Option” shall mean Tenant’s right to extend the term of this lease for an additional term (herein called the “Third Extension Term”)

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of ten (10) years commencing on January 1, 2041 and ending on December 31, 2050. Tenant shall have the right to exercise the Third Ten Year Option only if Tenant shall have exercised the Second Ten Year Option;

the term “Extension Option” shall mean the First Ten Year Option or the Second Ten Year Option or the Third Ten Year Option, as the case may be;

the term “Extension Term” shall mean the First Extension Term or the Second Extension Term or the Third Extension Term, as the case may be;

the term “388 Renewal Exercise” shall mean that Tenant has exercised its renewal right to extend the term of that certain Lease dated as of the date hereof between Landlord and Tenant for space at 388 Greenwich Street, New York, New York pursuant to the terms thereof, for a term that corresponds with an applicable Extension Term hereunder; it being understood and agreed that Tenant’s right to exercise any Extension Option shall be conditioned upon a 388 Renewal Exercise corresponding to the applicable Extension Term;

the term “Extension Premises” shall mean the entire Premises.

(b) The applicable Extension Option may be exercised only by Tenant giving notice to Landlord to that effect (herein called an “Extension Election Notice”) at least (x) forty (40) months prior to the expiration of the initial term of this lease with respect to the First Extension Term, and (y) thirty six (36) months prior to the expiration of the First Extension Term or Second Extension Term, as the case may be. Time shall be of the essence with respect to the exercise of each Extension Option. Within thirty (30) days after Landlord receives an Extension Election Notice, Landlord shall deliver a notice to Tenant specifying its estimate of the Market Value Rent for the Extension Premises for such Extension Term (herein called a “Rent Notice”). Tenant shall notify Landlord within thirty (30) days after the date that Tenant receives the Rent Notice whether it approves Landlord’s estimate of the Market Value Rent (herein called a “Response Notice”). If Tenant fails to reject such estimate within such thirty (30) day period, Landlord shall have the right to give a second notice to Tenant (herein called a “Landlord’s Notice”), which notice, as a condition to its effectiveness, shall state in bold capital letters that it is a DEEMED REVOCATION NOTICE, and if Tenant fails to reject such estimate within five (5) business days after the giving of the Landlord’s Notice to Tenant, time being of the essence, then Tenant shall be deemed to have sent a Revocation Notice. If Tenant gives a Response Notice that it disapproves of Landlord’s designation of the Market Value Rent, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days after the date of the Response Notice to reach agreement on the Market Value Rent. If Landlord and Tenant do not reach agreement on the Market Value Rent within the thirty (30) day period, then Tenant, as its sole options, may either (i) revoke its Extension Election Notice by delivering a “Revocation Notice” (herein so called) to Landlord within ten (10) days after the end of the thirty (30) day negotiation period (herein called the “Revocation Period”), or (ii) deliver an

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“Arbitration Notice“ (herein so called) to Landlord before the end of the Revocation Period, notifying Landlord of its election to submit the determination of Market Value Rent to arbitration in accordance with Section 36.03. If Tenant does not deliver a Revocation Notice or an Arbitration Notice before the end of the Revocation Period, then Tenant shall be deemed to have given a Revocation Notice. If Tenant gives a Revocation Notice before the end of the Revocation Period or is otherwise deemed to have given a Revocation Notice under this Section 36.01(b), Tenant shall be deemed to have rescinded its Extension Election Notice ab initio and Tenant shall have no further rights to extend the term of this lease under this Article 36. Subject to the provisions of this Article 36, upon the giving of an Extension Election Notice the term of this lease shall be extended in accordance with the terms hereof for the applicable Extension Term without the execution of any further instrument. Unless the context shall otherwise require, each Extension Term shall be upon the same terms, covenants and conditions of this lease as shall be in effect immediately prior to such extension, except that:

(A) there shall be no right or option to extend the term of this lease for any period of time beyond the expiration of the Third Extension Term; and

(B) the Fixed Rent for each Extension Term shall be an amount equal to the greater of (x) ninety percent (90%) of the Fixed Rent payable during the Lease Year immediately preceding the subject Extension Term, and (y) ninety-five percent (95%) of the Market Value Rent prevailing at the time of delivery of the applicable Extension Election Notice as determined in accordance with this Article 36.

36.02. The exercise of any of the aforesaid options to extend the term of this lease at a time when any default has occurred and is continuing beyond the expiration of any applicable notice or grace period provided for in this lease, shall, upon written notice by Landlord, be void and of no force and effect unless either (i) Landlord shall elect otherwise or (ii) Tenant disputes Landlord’s determination that the Extension Election Notice is void and of no force or effect and seeks judicial relief within fifteen (15) Business Days after the giving of such notice by Landlord to Tenant, in which event the issue of whether the Extension Election Notice is void and of no force or effect shall be determined by a court of competent jurisdiction. The termination of this lease during the initial term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any Extension Term (and the termination of this lease during a particular Extension Term shall also terminate and render void any option or right on Tenant’s part to extend this lease for any successive Extension Term), whether or not such option or right shall have been exercised. Tenant’s option to extend the term of this lease for the Extension Term may not be severed from this lease or separately sold, assigned or otherwise transferred.

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36.03. (a) If Tenant delivers an Arbitration Notice, then Landlord and Tenant shall negotiate in good faith for a period of thirty (30) days following delivery (or deemed delivery) of the Arbitration Notice to reach agreement on the then prevailing Market Value Rent. If Landlord and Tenant do not reach agreement on the then prevailing Market Value Rent within said thirty (30) day period, then either Tenant or Landlord may initiate the arbitration process (the party initiating such process being herein referred to as the “Initiating Party”) provided for herein by designating its arbitrator in a subsequent notice to the other party (herein called the “Responding Party”) (which notice shall specify the name and address of the person designated to act as an arbitrator on its behalf) given to the Responding Party within thirty (30) days following the expiration of said thirty (30) day negotiation period. Within ten (10) Business Days after the Responding Party’s receipt of notice of the designation of the Initiating Party’s arbitrator, the Responding Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the Initiating Party shall provide an additional notice to the Responding Party requiring the Responding Party’s appointment of an arbitrator within five (5) Business Days after the Responding Party’s receipt thereof. If the Responding Party fails to notify the Initiating Party of the appointment of its arbitrator within the time specified by the second notice, the appointment of the second arbitrator shall be made in the same manner as hereinafter provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder and the parties are unable to agree upon such appointment. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed, and shall exchange sealed envelopes each containing such arbitrator’s written determination of an amount equal to the Market Value Rent for the Extension Premises then prevailing at the time of the exchange for the applicable Extension Term. The Market Value Rent specified by Landlord’s arbitrator shall herein be called “Landlord’s Submitted Value” and the Market Value Rent specified by Tenant’s arbitrator shall herein be called “Tenant’s Submitted Value”. Neither Landlord nor Landlord’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Landlord in the Rent Notice. Neither Tenant nor Tenant’s arbitrator shall be bound by nor shall any reference be made to the determination of the Market Value Rent for the Extension Premises for the applicable Extension Term which was furnished by Tenant in response to the Rent Notice. Copies of such written determinations shall promptly be sent to both Landlord and Tenant. Any failure of either such arbitrator to meet and exchange such determinations shall be acceptance of the other party’s arbitrator’s determination as the Market Value Rent, if, and only if, such failure persists for three (3) days after notice to the party for whom such arbitrator is acting, and provided that such three (3) day period shall be extended by reason of any applicable condition of Force Majeure Causes. If the higher determination of Market Value Rent is not more than one hundred two percent (102%) of the lower determination of the Market Value Rent, then the Market Value Rent shall be deemed to be the average of the two

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determinations. If, however, the higher determination is more than one hundred two percent (102%) of the lower determination, then within five (5) days of the date the arbitrators submitted their respective Market Value Rent determinations, the two arbitrators shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within said five (5) day period, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of five (5) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or any successor organization thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within fifteen (15) days after such request is made, then either party may apply, on notice to the other, to the Supreme Court, New York County, New York (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. Within five (5) days after the appointment of such third arbitrator, Landlord’s arbitrator shall submit Landlord’s Submitted Value to such third arbitrator and Tenant’s arbitrator shall submit Tenant’s Submitted Value to such third arbitrator. Such third arbitrator shall, within thirty (30) days after the end of such five (5) day period, select either Landlord’s Submitted Value or Tenant’s Submitted Value the Market Value Rent of the Premises during the applicable Extension Term and send copies of his or her determination promptly to both Landlord and Tenant specifying whether Landlord’s Submitted Value or Tenant’s Submitted Value shall be the Market Value Rent of the Extension Premises during the applicable Extension Term, subject to adjustment to ninety-five percent (95%) of the Market Value Rent pursuant to Section 36.01(b)(B).

(b) Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. The decision of the first and second arbitrator or the third arbitrator, as the case may be, shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction.

(c) Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the attorneys’ fees, witness fees and similar expenses of the parties which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

(d) The third arbitrator, if any, selected as herein provided shall have been actively engaged for a period of at least ten (10) years experience in the leasing or renting of office space in Comparable Buildings before the date of his or her appointment as arbitrator. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

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36.04. For purpose for this Article 36, the determination of “Market Value Rent” shall be based on the rent on a per rentable square foot basis then being paid by tenants to landlords for comparable space on comparable terms in Comparable Buildings taking into account all relevant factors, including any step up in rents over leases of comparable terms, a then standard tenant inducement package of free rent and tenant improvement allowance, and the fact that Tenant will be paying its pro rata share of Operating Expenses and Taxes on a net basis (as opposed to its pro rata share of increases in Operating Expenses and Taxes over a base year). Upon commencement of the applicable Extension Term, Landlord shall provide Tenant with such a tenant inducement package comparable to those given by landlords of Comparable Buildings, but taking into account the size of the Premises, which inducement package shall be payable to Tenant, at Landlord’s option, in kind, in cash or with a rent credit upon the commencement of the applicable Extension Term; provided, that, if paid in cash, Tenant shall not be required to invest same in the Premises.

ARTICLE 37

Arbitration

37.01. Either party may request arbitration of any matter in dispute which, pursuant to the terms of this lease, expressly allows such dispute to be resolved by arbitration, in which case, except as provided to the contrary elsewhere in this lease, the following procedures shall apply. The party desiring such arbitration shall give notice to the other party. If the parties shall not have agreed on a choice of an arbitrator within fifteen (15) days after the service of such notice, then each party shall, within ten (10) days thereafter appoint an arbitrator, and advise the other party of the arbitrator so appointed. A third arbitrator shall, within ten (10) days following the appointment of the two (2) arbitrators, be appointed by the two arbitrators so appointed or by the AAA, if the two arbitrators are unable, within such ten (10) day period, to agree on the third arbitrator. If either party fails to appoint an arbitrator (the “Failing Party”), the other party shall provide an additional notice to the Failing Party requiring the Failing Party’s appointment of an arbitrator within five (5) Business Days after the Failing Party’s receipt thereof. If the Failing Party fails to notify the other party of the appointment of its arbitrator within such five (5) Business Day period, the appointment of the second arbitrator shall be made by the AAA in the same manner as hereinabove provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder are unable to agree upon such appointment. The three (3) arbitrators shall render a resolution of said dispute or make the determination in question. In the absence, failure, refusal or inability of the AAA to act within twenty (20) days, then either party, on behalf of both, may apply to a Justice of the Supreme Court of New York, New York County, for the appointment of the third arbitrator, and the other party shall not raise any question as to the court’s full power and jurisdiction to entertain the application and make the appointment. In the event of the absence, failure, refusal or inability of an arbitrator to

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act, a successor shall be appointed within ten (10) days as hereinbefore provided. Any arbitrator acting under this Article 37 in connection with any matter shall be experienced in the issue with which the arbitration is concerned and shall have been actively engaged in such field for a period of at least ten (10) years before the date of his appointment as arbitrator hereunder.

37.02. All arbitrators chosen or appointed pursuant to this Article 37 shall (a) be sworn fairly and impartially to perform their respective duties as such arbitrator, and (b) not be an employee or past employee of Landlord or Tenant or of any other person, partnership, corporation or other form of business or legal association or entity that controls, is controlled by or is under common control with Landlord or Tenant. Within sixty (60) days after the appointment of such arbitrators, such arbitrators shall determine the matter which is the subject of the arbitration and shall issue a written opinion. The decision of the arbitrators shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction. Landlord and Tenant shall each pay (i) the fees and expenses of the arbitrator selected by it, and (ii) fifty (50%) percent of the fees and expenses of the arbitrator appointed by the AAA. The losing party shall reimburse the prevailing party for the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration. Each party shall have a right to present evidence to the arbitrators, produce witnesses or experts to be heard by the arbitrators, and provide such other information that may be relevant in connection with the arbitration. Impartiality shall not be required for arbitrators selected by Landlord or Tenant but shall be required for any third party arbitrator.

37.03. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do waive, any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder. For such period, if any, that this agreement to arbitrate is not legally binding or the arbitrator’s award is not legally enforceable, the provisions requiring arbitration shall be deemed deleted, and matters to be determined by arbitration shall be subject to litigation.

37.04. Any dispute which is required by this lease to be resolved by expedited arbitration shall be submitted to binding arbitration under the Expedited Procedures provisions (currently, Rules 56 through 60) of the Arbitration Rules of the Real Estate Industry of the AAA. In cases where the parties utilize such expedited arbitration: (a) the parties will have no right to object if the arbitrator so appointed was on the list submitted by the AAA and was not objected to in accordance with Rule 54 (except that any objection shall be made within four (4) days from the date of mailing), (b) the Notice of Hearing shall be given four (4) days in advance of the hearing, (c) the first hearing shall be held within seven (7) Business Days after the appointment of the arbitrator, (d) if the arbitrator shall find that a party acted unreasonably in withholding or

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delaying a consent or approval, such consent or approval shall be deemed granted (but the arbitrator shall not have the right to award damages, unless the arbitrator shall find that such party acted in bad faith), and (e) the losing party in such arbitration shall pay the arbitration costs charged by the AAA and/or the arbitrator, together with the reasonable counsel fees and disbursements incurred by the prevailing party in connection with such arbitration.

37.05. Arbitration hearings hereunder shall be held in New York County. The arbitrators shall, in rendering any decision pursuant to this Article 37, answer only the specific question or questions presented to them. In answering such question or questions (and rendering their decision), the arbitrators shall be bound by the provisions of this lease, and shall not add to, subtract from or otherwise modify such provisions.

37.06. Judgment may be had on the decision and award of an arbitrator rendered pursuant to the provisions of this Article 37 and may be enforced in accordance with the laws of the State of New York.

37.07. The provisions of this Article 37 shall not be applicable to any arbitration conducted pursuant to Article 34 or Article 36.

ARTICLE 38

Confidentiality; Press Releases

38.01. Landlord acknowledges that it may have access to certain confidential information of Tenant concerning Tenant’s businesses, facilities, operations, plans, proprietary software, technology, and products (“Confidential Information”). Confidential Information shall not include any information that is available to the general public (e.g., SEC filings). Landlord agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law (including, without limitation, any plans and specifications, drawings or other like items which must be submitted to or filed with any governmental agency), judicial proceeding or to its attorneys, accountants, and other advisors and investors, mortgagees and prospective purchasers of the Real Property, but only as reasonably necessary and subject to the confidentiality provisions hereof), any of Tenant’s Confidential Information or any of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of such Confidential Information and the terms and conditions of this lease (in each case, except as permitted hereby). Tenant agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this lease, nor disclose to any third party (except public filings and other information available to the general public, as required by law, judicial proceeding or to its attorneys, accountants, and other advisors, but only as reasonably necessary and subject to the confidentiality provisions hereof), any

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of the terms and conditions of this lease and will take reasonable precautions to protect the confidentiality of the terms and conditions of this lease (except as permitted hereby). The obligations of Landlord and Tenant under this Section 38.01 shall survive the expiration or termination of this lease.

38.02. Neither party hereto may issue (or cause to be issued) a press release or written statement to the press with respect or concerning this lease or the terms hereof without the express consent of the other party hereto. Notwithstanding the foregoing, either party shall be permitted to issue any such press release or written statement that is necessary in order to comply with Legal Requirements. Furthermore, upon notice from Tenant that any of Landlord’s advertisements or press releases are not consistent with Tenant’s corporate policies relating to public relations, Landlord shall endeavor to cause its advertisements and press releases to be consistent with Tenant’s corporate policies relating to public relations to the extent same are commercially reasonable.

38.03. Tenant recognizes that Landlord makes extensive disclosures to its investors and that it is not feasible to require confidentiality from its investors and that Landlord will make extensive disclosures to its lenders, secured and unsecured, rating agencies, prospective purchasers and other parties in the ordinary course of its ownership of the Real Property. Tenant agrees that no such disclosures made in the ordinary course of Landlord’s business shall be restricted by or deemed a breach by Landlord of this Article 38. The provisions of this Section 38.03 shall only apply in the case that the Landlord is SL Green Realty Corp. or an affiliate thereof.

ARTICLE 39

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the rooftop of the Building, including without limitation the rights to use the rooftop of the Building and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements to third parties for the use of the rooftop and installation of

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equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom.

39.02. Upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any of its equipment installed pursuant to this Article 39 prior to the Commencement Date and (ii) subject to the provisions of Section 12.03, Tenant shall be required to remove any equipment installed pursuant to this Article 39 after the Commencement Date but only to the extent the same would constitute a Specialty Alteration.

ARTICLE 40

Back-Up Power System; Chillers

40.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install (and/or replace) on any one or more portions of the Building (together with any shaftways, closets and conduits of the Building) and thereafter maintain, repair and operate: (i) one or more battery-powered uninterruptible power systems, including, without limitation, the two (2) MGE 225 KVA single module UPS systems currently located on the 12^th floor of the Building (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”) and (ii) one or more diesel generators and chiller units, including, without limitation, the one (1) Caterpillar 1500 KW diesel stand-by generator Basement (the “Diesel Generator”) currently located in the Basement (the “Diesel Area“), and (iii) the four (4) 1,350 ton and one 750 ton train chillers located in the 12^th floor mechanical equipment room (the “Chillers”), in a portion or portions of the Premises designated by Tenant (herein called the “Generator Area”, the UPS Battery System and the Diesel Generator are sometimes herein collectively called the “Back-Up Power System”; the UPS Area, Diesel Area and the Generator Area are sometimes herein collectively called the “System Area”); provided that in connection with such installation of the Back-Up Power System and/or Chillers, Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

(ii) Tenant shall promptly repair any damage caused to the System Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees;

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(iii) Tenant will, and does hereby, indemnify and save harmless Landlord from and against: (A) any and all claims, reasonable counsel fees, demands, damages, expenses or losses by reason of any liens, orders, claims or charges resulting from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System and Chillers installed by Tenant pursuant to the provisions of this Article; and (B) any and all claims, costs, demands, expenses, fees or suits arising out of accidents, damage, injury or loss to any and all persons and property, or either, whomsoever, or whatsoever resulting from or arising in connection with the erection, installation, maintenance, operation and repair of the Back-Up Power System and Chillers installed by Tenant pursuant to the provisions of this Article, except in the case of both (A) and (B) above to the extent occasioned by the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iv) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property in connection with the Back-Up Power System and Chillers.

(v) upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any Back-Up Power Systems and Chillers installed on the Real Property prior to the Commencement Date and (ii) subject to the provision of Section 12.03, Tenant shall be required to remove any Back-Up Power Systems and Chillers installed on the Real Property from and after the Commencement Date but only to the extent the same would constitute Specialty Alterations.

ARTICLE 41

Benefits Cooperation

41.01. Landlord agrees to reasonably cooperate with Tenant in connection with any application by Tenant (or by any subtenant of Tenant) for any real estate tax or utility benefits or other benefits, credits or incentives, including, without limitation, any Industrial Commercial Incentive Program (ICIP) benefits (herein collectively called “Benefits“) as may be available from the City or State of New York, or any governmental agency, quasi-governmental agency or any public utility or alternate provider, including the execution and filing of any documentation that may be required for the receipt of such Benefits and/or for any such Benefits to be paid by Landlord to Tenant, as hereinafter provided. Landlord further agrees that Tenant shall be entitled to one hundred percent (100%) of such Benefits that Landlord or the Premises shall receive as a result of Tenant’s use of the Premises or any Leasehold Improvements or other Alterations performed by or on behalf of Tenant, whether during the Term or prior. Such

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cooperation by Landlord shall include, without limitation, the execution of any necessary or appropriate modification to this lease, if and to the extent any such approval shall be required and shall not adversely affect any of the rights or benefits of Landlord or increase the obligations or liabilities, or reduce the rights, of Landlord under this lease (except to a de minimis extent, Landlord hereby agreeing that the obligation to provide notices to the City or State of New York or to any such agency, utility or provider shall in and of itself constitute a de minimis obligation). Tenant agrees that (a) to the extent that Landlord shall incur any reasonable out-of-pocket expense in connection with such cooperation (including, without limitation, reasonable legal and other professional fees and all reasonable costs incurred in obtaining State and City tax rulings regarding any such Benefits transaction), Tenant shall reimburse Landlord for such expense as Additional Charges hereunder and (b) Tenant agrees to indemnify and hold harmless Landlord with respect to any liability incurred by Landlord by reason of such cooperation unless caused by the wrongful acts or omissions of Landlord or its agents, employees, representatives or contractors.

ARTICLE 42

Intentionally Omitted

ARTICLE 43

Leasehold Mortgages

43.01. As used herein, the term “Leasehold Mortgage” shall mean any third-party bona fide mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) intended to grant security for any obligation (including a purchase-money or other promissory note) encumbering Tenant’s leasehold estate hereunder, as entered into, renewed, modified, consolidated, amended, extended or assigned from time to time during the Term. Notwithstanding anything contained in Article 7 or any other provision of this lease to the contrary, Tenant’s interest in this lease and the leasehold interest created hereby may at any time and from time to time be, directly or indirectly, subjected to one or more Leasehold Mortgages upon prior notice to Landlord, but without the consent of Landlord, and Tenant’s interest in this lease may at any time, directly or indirectly, be assigned to a Leasehold Mortgagee (as hereinafter defined) as collateral security; provided, that notwithstanding anything to the contrary contained in this Article 43 or elsewhere in this lease: (i) no Leasehold Mortgage or any extension thereof shall be a lien or encumbrance upon the estate or interest of Landlord in and to the Premises (collectively, the “Superior Interests”); (ii) such Leasehold Mortgage shall be subject and subordinate at all times to such Superior Interests; (iii) there shall be no obligation of Landlord whatsoever to subordinate its interest in any of the Superior Interests to any Leasehold Mortgage or to “join in” any Leasehold Mortgage; and (iv) and

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notwithstanding anything to the contrary contained here, the right to enter into a Leasehold Mortgage shall be the exclusive right of the Named Tenant or its an Affiliate of the Named Tenant if this lease is assigned to such Affiliate and for so long as it is an Affiliate. In addition, Tenant may assign any or all subleases entered into by Tenant in accordance with Article 7 to a Leasehold Mortgagee as collateral security for the obligations of Tenant under such mortgage. No such mortgage shall be valid or of any force or effect unless and until a true copy of the original of each instrument creating and effecting such mortgage and written notice containing the name and post office address of the Leasehold Mortgagee thereunder shall have been delivered to Landlord. Any Leasehold Mortgage which does not conform to the provisions of this Article 43 shall be deemed to be null and void ab initio. As used herein, the term “Leasehold Mortgagee“ shall mean the holder of a Leasehold Mortgage that is in the business of making commercial loans; provided that no Citigroup Tenant may hold any interest in the Leasehold Mortgagee.

43.02. (a) If Tenant shall mortgage its interest in this lease and the leasehold interest created hereby, Landlord shall give to each Leasehold Mortgagee whose name and address shall have theretofore been provided to Landlord, a copy of each notice of default by Tenant and each notice of termination of this lease at the same time as, and whenever, any such notice of default or notice of termination shall thereafter be given by Landlord to Tenant, and no such notice of default or notice of termination by Landlord shall be deemed to have been duly given to Tenant unless and until a copy thereof shall have been so given to each such Leasehold Mortgagee.

(b) Notwithstanding the provisions of Section 43.02(a) Landlord shall not have the right to terminate this lease under the provisions of Article 22 or to reenter the Premises under the provisions of Article 23, or to otherwise terminate this lease or reenter the Premises, as long as:

(i) a Leasehold Mortgagee, in good faith, shall have commenced promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity, subject to Force Majeure Causes, which for purposes of this Section 43.02(b) shall include causes beyond the control of such Leasehold Mortgagee instead of causes beyond the control of Tenant; provided that, with respect to any default in the payment of Fixed Rent and Additional Charges, Leasehold Mortgagee shall have no more than three (3) Business Days from receipt of notice of such default from Landlord to cure same by making payment thereof, and Landlord may terminate this lease in the event such default threatens Landlord’s interest in the Real Property, or

(ii) if possession of the Premises is required in order to cure the default in question, a Leasehold Mortgagee, in good faith, (A) shall have entered into possession of the Premises with the permission of Tenant for such purpose or (B) shall have notified Landlord of its intention to institute foreclosure

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proceedings to obtain possession directly or through a receiver, and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives an assignment of this lease in lieu of foreclosure from Tenant, and, upon obtaining possession pursuant to clause (A) or clause (B) above, commences promptly to cure the default in question and prosecutes the same to completion with reasonable diligence and continuity (subject to Force Majeure Causes), or

(iii) if the Leasehold Mortgagee is the holder of the Leasehold Mortgage in question by collateral assignment and the foreclosure of its collateral assignment is required in order to act under clause (i) or clause (ii) above, a Leasehold Mortgagee, in good faith, shall have notified Landlord of its intention to institute proceedings to foreclose such collateral assignment and within thirty (30) days of the giving of such notice commences such foreclosure proceedings, and thereafter prosecutes such proceedings with reasonable diligence and continuity (subject to Force Majeure Causes) or receives a direct and absolute assignment from the assignor under the collateral assignment of its interest in such mortgage, in lieu of foreclosure, and upon the completion of such foreclosure or the obtaining of such assignment commences promptly to act under clause (i) or clause (ii) above, or

(iv) a Leasehold Mortgagee, in good faith, shall have proceeded pursuant to clause (ii) or clause (iii) above and during the period such Leasehold Mortgagee is proceeding pursuant to clause (ii) or clause (iii) above, such default is cured;

provided, that the Leasehold Mortgagee shall have delivered to Landlord its written agreement to take the action described in clause (i), (ii) or (iii) above and, subject to the provisions of Section 43.02(d), shall have assumed the obligation to cure the default in question and that during the period in which such action is being taken (and any foreclosure proceedings are pending), all of the other obligations of Tenant under this lease, to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods stated in Article 22. Notwithstanding the foregoing, at any time after the delivery of the aforementioned agreement, the Leasehold Mortgagee may notify Landlord, in writing, that it has relinquished possession of the Premises or that it will not institute foreclosure proceedings or, if such proceedings have been commenced, that it has discontinued them, and in such event, the Leasehold Mortgagee shall have no further liability under such agreement from and after the date it delivers such notice to Landlord (except for any obligations assumed by the Leasehold Mortgagee and accruing prior to the date it delivers such notice) and thereupon, Landlord shall give notice thereof to the next Leasehold Mortgagee entitled to such notice under Section 43.03(e). Unless such default has been cured or Tenant’s time period to cure under

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Section 22.02 has not expired as of the date that is ten (10) days after the giving of such notice to such other Leasehold Mortgagee, Landlord shall thereafter have the unrestricted right, subject to and in accordance with all of the terms and provisions of this lease, to terminate this lease and to take any other action it deems appropriate by reason of any default by Tenant, and upon any such termination the provisions of Section 43.03 shall apply. For all purposes of this lease, the term “foreclosure proceedings” shall include, in addition to proceedings to foreclose a mortgage, where applicable, any foreclosure or similar proceedings commenced by a collateral assignee thereof with respect to its collateral assignment. Nothing contained herein shall be deemed to impose upon any Leasehold Mortgagee the obligation to perform any obligation of Tenant under this lease or to remedy any default by Tenant hereunder. Landlord shall accept performance by a Leasehold Mortgagee of any covenant, condition or agreement on Tenant’s part to be performed hereunder with the same force and effect as though performed by Tenant. Notwithstanding anything to the contrary contained herein, no performance by or on behalf of a Leasehold Mortgagee shall cause it to become a “mortgagee in possession” or otherwise cause it to be deemed to be in possession of the Premises or bound by or liable under this lease.

(c) From and after the date upon which Landlord receives notice of any mortgage by Tenant of its interest in this lease, Landlord and Tenant shall not modify or amend this lease in any respect or cancel or terminate this lease other than as provided herein without the prior written consent of the Leasehold Mortgagee(s) specified in such notice.

(d) Notwithstanding anything contained in Section 43.02(b) or elsewhere in this lease to the contrary, any default of Tenant under any provision of this lease which would not be susceptible of being cured by the Leasehold Mortgagee, even after completion of foreclosure proceedings or the Leasehold Mortgagee otherwise acquiring title to Tenant’s interest in this lease, shall be treated as if it were a default for which “possession of the Premises is required in order to cure” for purposes of clause (ii) of Section 43.02(b) and shall be automatically waived by Landlord upon the occurrence of the events described in clause (ii) or clause (iii) of Section 43.02(b), provided that during the pendency of such events all of the other obligations of Tenant under this lease, to the extent they are susceptible of being performed by the Leasehold Mortgagee, including the payment of Fixed Rent and Additional Charges, are being duly performed within any applicable grace periods. Notwithstanding anything in Section 43.02(b) to the contrary, no Leasehold Mortgagee shall have any obligation to cure any such default described above nor shall any Leasehold Mortgagee be required to agree in writing to cure such default in order to proceed under clause (ii) or clause (iii) of Section 43.02(b).

43.03. (a) In case of termination of this lease under the provisions of Article 22 or otherwise, or a reentry into the Premises under the provisions of Article 23 or otherwise, Landlord, subject to the provisions of Section 43.03(e), shall give prompt notice thereof to each Leasehold Mortgagee under a Leasehold Mortgage whose name

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and address shall have theretofore been given to Landlord, which notice shall be given as provided in Section 43.02(a). Landlord, on written request of such Leasehold Mortgagee made any time within fifteen (15) days after the giving of such notice by Landlord and at such Leasehold Mortgagee’s expense, shall execute and deliver within fifteen (15) days thereafter a new lease of the Premises to the Leasehold Mortgagee, or its nominee or designee, for the remainder of the Term, upon all the covenants, conditions, limitations and agreements herein contained; provided that the Leasehold Mortgagee or its nominee or designee shall (i) pay to Landlord, simultaneously with the delivery of such new lease, all unpaid Fixed Rent and Additional Charges due under this lease up to and including the date of the commencement of the term of such new lease and all expenses including, without limitation, reasonable attorneys’ fees and disbursements and court costs, incurred by Landlord in connection with the default by Tenant, the termination of this lease and the preparation of the new lease, and (ii) deliver to Landlord a statement, in writing, acknowledging that Landlord, by entering into a new lease with the Leasehold Mortgagee or its nominee or designee, shall not have or be deemed to have waived any rights or remedies with respect to defaults existing under this lease, notwithstanding that any such defaults existed prior to the execution of the new lease, and that the breached obligations which gave rise to the defaults and which are susceptible of being cured by Leasehold Mortgagee or its nominee or designee are also obligations under said new lease, but such statement shall be subject to the proviso that the applicable grace periods, if any, provided under the new lease for curing such obligations shall begin to run as of the first day of the term of said new lease

(b) Any such new lease and the leasehold estate thereby created shall be subject to any estate vested in or claims of Tenant and to any intervening liens, claims and encumbrances arising by reason of the acts or omissions of Tenant and Landlord shall have no obligation as to the priority of such new lease.

(c) Upon the execution and delivery of a new lease under this Section 43.03, all subleases of the Premises which have become direct leases between Landlord and the sublessee thereunder pursuant to Section 7.07(b) or pursuant to a Landlord’s Non-Disturbance Agreement entered into by Landlord with such sublessee shall thereupon be assigned and transferred by Landlord to the tenant named in such new lease, and Landlord shall enter into Landlord’s Non-Disturbance Agreements with respect to any such subleases that became a direct lease with Landlord pursuant to a pre-existing Landlord’s Non-Disturbance Agreement, and Leasehold Mortgagee shall provide a guarantor of such new lease which guarantor shall be satisfactory to Landlord in its sole discretion and which guarantor shall deliver a guaranty of lease in form and substance satisfactory to Landlord in its sole discretion. Between the date of termination of this lease and the earlier of (i) the date of execution and delivery of the new lease and (ii) the date such Leasehold Mortgagee’s option to request a new lease pursuant to this Section 43.03 expires if such Leasehold Mortgagee does not exercise such option, Landlord shall not enter into any new leases or subleases of the Premises, cancel or modify any then

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existing subleases, or accept any cancellation, termination or surrender thereof without the written consent of the Leasehold Mortgagee.

(d) Notwithstanding anything contained in this Section 43.03 to the contrary, a Leasehold Mortgagee shall have no obligation to cure any default by Tenant under any provision of this lease which is not susceptible of being cured.

(e) If there is more than one Leasehold Mortgage, Landlord shall recognize the Leasehold Mortgagee whose mortgage is senior in lien (or any other Leasehold Mortgagee designated by the Leasehold Mortgagee whose mortgage is senior in lien) as the Leasehold Mortgagee entitled to the rights afforded by Section 43.02 and this Section 43.03 for so long as such Leasehold Mortgagee shall be exercising its rights under this lease with respect thereto with reasonable diligence, subject to Force Majeure Causes, and thereafter Landlord shall give notice that such Leasehold Mortgagee has failed or ceased to so exercise its rights to the Leasehold Mortgagee whose mortgage is next most senior in lien (and so on with respect to each succeeding Leasehold Mortgagee that is given such notice and either fails or ceases to so exercise its rights), and then only such Leasehold Mortgagee whose mortgage is next most senior in lien shall be recognized by Landlord, unless such Leasehold Mortgagee has designated a Leasehold Mortgagee whose mortgage is junior in lien to exercise such right. If the parties shall not agree on which Leasehold Mortgage is prior in lien, such dispute shall be determined by a then current certificate of title issued by a title insurance company licensed to do business in the State of New York chosen by Landlord, and such determination shall bind the parties.

(f) Notwithstanding anything to the contrary contained herein, Landlord shall not commence an action for, nor require Tenant to pay damages calculated in accordance with the provisions of paragraph (a) of Section 24.01 prior to the date upon which the rights of any Leasehold Mortgagee to cure Tenant’s default and to request and receive a new lease have expired.

43.04. (a) Notwithstanding anything to the contrary herein, any foreclosure under any Leasehold Mortgage, or any exercise of rights or remedies under or pursuant to any Leasehold Mortgage, including the appointment of a receiver, shall not be deemed to violate this lease or, in and of itself, entitle Landlord to exercise any rights or remedies. Notwithstanding any other provision of this lease to the contrary, this lease may be assigned (i) by Tenant to a Leasehold Mortgagee (or its nominee or designee) at any time that Tenant is in default under this lease or under such Leasehold Mortgage and (ii) by a Leasehold Mortgagee (or its nominee or designee) at a foreclosure sale or by an assignment in lieu thereof, in either case without the consent of Landlord, and the provisions of Article 7 shall be inapplicable to any such assignment.

(b) In the event of any lawsuit, arbitration, appraisal or other dispute resolution proceeding, or any proceeding relating to the determination of rent or any component thereof, between Landlord and Tenant, Landlord shall notify each

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Leasehold Mortgagee of whom Landlord shall have been given notice of the commencement thereof, which notice shall enclose copies of all notices, papers, and other documents related to such proceeding to the extent given or received by Landlord.

(c) Any insurance policies required to be maintained by Landlord under this lease shall name as additional insureds any Leasehold Mortgagees whose name and address shall have theretofore been provided to Landlord.

(d) Any assignment of subleases and/or the rents thereunder (i.e., an assignment of rents and leases) given to a Leasehold Mortgagee and/or any security interest in equipment or any other personal property given to a Leasehold Mortgagee shall, for all purposes of this lease be deemed to be “collateral to” a mortgage and made “in connection with” a mortgage, notwithstanding that such assignment or security interest secures an obligation to the Leasehold Mortgagee that is different from, or in addition to, that secured by the mortgage held by such Leasehold Mortgagee.

(e) Tenant’s making of a Leasehold Mortgage shall not be deemed to constitute an assignment or transfer of this lease, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this lease, be deemed to be an assignee or transferee of this lease so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant’s obligations hereunder except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of Tenant’s leasehold estate pursuant to a foreclosure or other exercise of rights or remedies under its Leasehold Mortgage (as distinct from its rights under this lease to cure defaults of Tenant hereunder). Notwithstanding anything to the contrary contained in this lease, no Leasehold Mortgagee, or any person acting for or on behalf of a Leasehold Mortgagee, or any person acquiring Tenant’s leasehold estate pursuant to any foreclosure or other exercise of a Leasehold Mortgagee’s rights under its Leasehold Mortgage, shall have any liability under or with respect to this lease or a new lease except during such period as such person is Tenant under this lease or a new lease. Notwithstanding anything to the contrary herein, such person’s liability shall not in any event extend beyond its interest in this lease or a new lease and shall terminate upon such person’s assignment or abandonment of this lease or the new lease.

(f) No Leasehold Mortgage shall affect or reduce any rights or obligations of either party under this lease. All such rights and obligations shall continue in full force and effect notwithstanding any Leasehold Mortgage.

(g) There shall be no limitation whatsoever on the amount or nature of any obligation secured by a Leasehold Mortgage, the purpose for which the proceeds of any such financing may be applied, the nature or character of any Leasehold Mortgagee, the subsequent assignment, transfer or hypothecation of any Leasehold Mortgage, or the creation of participation or syndication interests with respect to any Leasehold Mortgage.

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(h) If any actual or prospective Leasehold Mortgagee requires any modification(s) of this lease, then Landlord shall, at Tenant’s or such Leasehold Mortgagee’s request and expense, promptly execute and deliver to Tenant such instruments in recordable form effecting such modification(s) as such actual or prospective Leasehold Mortgagee shall require, provided that such modification(s) do not in any way alter the rent payable hereunder or the term hereof, or adversely affect Landlord’s rights or increase Landlord’s liability or obligations hereunder to more than a de minimis extent.

(i) Landlord shall, at Tenant’s request and expense, acknowledge receipt of the name and address of any Leasehold Mortgagee (or proposed Leasehold Mortgagee) and confirm to such party that such party is or would be, upon closing of its loan, a Leasehold Mortgagee with all rights of a Leasehold Mortgagee under this lease, which acknowledgment shall, if requested, be in recordable form, subject to confirmation then and at all times thereafter that neither Tenant nor any Affiliate of Tenant holds any interest therein.

(j) Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, Landlord shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the intentions of the parties with respect to Leasehold Mortgages as set forth in this lease, including a separate written instrument in recordable form signed and acknowledged by Landlord setting forth and confirming, directly for the benefit of specified Leasehold Mortgagee(s), any or all rights of Leasehold Mortgagees, but no such document, agreement or instrument or any provision contained in any thereof shall increase Landlord’s obligations or liabilities or decrease Landlord’s rights hereunder.

(k) If a Leasehold Mortgagee’s Leasehold Mortgage expressly limits such Leasehold Mortgagee’s exercise of any rights and protections provided for in this lease, then as between Tenant and such Leasehold Mortgagee the terms of such Leasehold Mortgage shall govern. A Leasehold Mortgagee may, by notice to Landlord, temporarily or permanently waive any specified rights of a Leasehold Mortgagee under this lease, and any such waiver shall be effective in accordance with its terms, but any such waiver shall not bind any subsequent Leasehold Mortgagee under a subsequent Leasehold Mortgage unless Landlord has relied to its detriment upon the initial waiver. Tenant’s default as mortgagor under a Leasehold Mortgage shall not constitute a default under this lease except to the extent that Tenant’s actions or failure to act in and of itself constitutes a breach of its obligations under this lease.

(l) Notwithstanding any provision hereof, the cure and new lease rights of any Leasehold Mortgage shall be subject to the following:

(i) No default shall be considered not susceptible of being cured if the failure to cure the same shall reduce the Fixed Rent or Additional Charges hereunder, create any lien or encumbrance on Landlord’s interest under this lease or in the Real

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Property or, other than to an immaterial extent, result in any increase in Landlord’s obligations or liabilities hereunder or reduce Landlord’s rights hereunder;

(ii) No extended cure period allowed to any Leasehold Mortgagee hereunder shall subject Landlord to any criminal or civil fine or penalty or to any criminal prosecution (except that as o any civil fine or penalty such Leasehold Mortgagee shall unconditionally indemnify and hold harmless Landlord pursuant to an indemnity in form and substance reasonably satisfactory to Landlord from a reasonably credit-worthy party;

(iii) No extended cure period allowed to any Leasehold Mortgagee hereunder shall void, limit or restrict any insurance required to be maintained by Tenant hereunder or permit the Real Property to go uninsured for any period of time; and

(iv) If any lender to Landlord shall assert that Landlord is in default to such lender by reason of any extended cure period hereunder, the Leasehold Mortgagee shall immediately cure such default or lose the right to do so.

ARTICLE 44

Right Of First Offer To Purchase

44.01. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and

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Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may be determined by expedited arbitration in accordance with Article 37 hereof. To provide further assurances for the parties, at any time prior to the execution of a contract with a third-party purchaser for a sale of ownership interests, Landlord shall have the right to give a written notice to Tenant, requesting that Tenant advise Landlord as to whether Tenant believes that such a sale would constitute a sale of the Offered Property as contemplated by the first sentence of this Section 44.01(a), and Tenant shall respond to any such request of Landlord within ten (10) Business Days after receipt of same (time being of the essence with respect to such response), failing which the transaction shall be deemed not to be a sale subject to this Article 44.

(b) Among other matters, the Offer Contract shall incorporate the following (“Terms”):

(i) a closing date that is thirty (30) days following the date of the Offer Contract;

(ii) the Offer Price shall be payable either solely in lawful money of the United States or, if not payable in its entirety in cash, then any other consideration must be of a type readily obtainable by Tenant;

(iii) the deposit required to bind the Offer Contract shall equal five percent (5%) of the Offer Price; and

(iv) that the seller will deliver the Offered Property to the buyer on the proposed closing date free of any liens (other than the lien of any first mortgage and other financing of Landlord’s interest in the Premises if such term was set forth as a requirement of the buyer to assume in the Offering Notice, and any liens created or arising from the acts of Tenant or its agents, or anyone claiming by or through such parties).

(v) that the Landlord shall not be required to give any representation or warranty regarding the Premises or this lease.

44.02. (a) If Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44, then Landlord may undertake to complete the transfer of the Offered Property to a third party purchaser. Such transfer shall not be undertaken at a price which is not “substantially the same” as the Offer Price. For purposes hereof, “substantially the same” shall mean that the purchase price to be paid by the prospective buyer shall be no less than ninety percent

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(90%) of the Offer Price taking into account all material relevant economic matters, including, without limitation, the payment of the purchase price in its entirety in cash (subject to any assumption of any financing by buyer, if any, in accordance with the parenthetical set forth in Section 44.01(b)(iv)) and a closing date of no more than thirty (30) days following the execution and delivery of the subject contract of sale. If Landlord does not then consummate the proposed transfer to the third party purchaser in accordance with the foregoing within twelve (12) months after the date of Tenant’s refusal or deemed refusal to purchase, and if a sale of the Offered Property is desired by Landlord after such period, Landlord must again offer the Offered Property to Tenant pursuant to Section 44.01(a). In addition, if Tenant shall refuse (or shall be deemed to have refused) to purchase the Offered Property pursuant to this Article 44 and thereafter within such six (6) month period Landlord desires to consummate a transaction in which the purchase price is not substantially the same as the Offer Price (hereinafter called the “Lower Price”), Landlord shall, prior to consummation of such transaction, deliver to Tenant a notice specifying the terms of such transaction, and such notice shall constitute an Offering Notice pursuant to which Landlord re-offers the Offered Property to Tenant pursuant to Section 44.01(a) at the Lower Price and otherwise on all the same terms set forth in said notice.

(b) If Tenant has refused or is deemed to have refused to purchase the Offered Property, Landlord shall, not more than ten (10) Business Days preceding a closing with a third party purchaser, deliver a notice to Tenant together with a fully executed copy of the contract of sale (and all amendments and exhibits thereto) and side letters and pertinent agreements, with such third party purchaser and its affiliates. Tenant shall, in writing and within five (5) Business Days after the delivery of such notice by Landlord, confirm or dispute that a specified purchase price is substantially the same as the Offer Price. Time shall be of the essence with respect to such notice from Tenant to Landlord and any failure to notify Landlord within such five (5) Business Day period shall be deemed for all purposes and as against all parties as Tenant’s agreement that the purchase price is substantially the same as the Offer Price. If Landlord fails to comply with its obligations pursuant to Section 44.02(a) or pursuant to this Section 44.02(b), Tenant may pursue any and all legal (but not equitable) rights and remedies that it may have in connection therewith.

44.03. Tenant’s rights granted under this Article 44 shall not apply to (a) a conveyance or assignment to an Affiliate of Landlord, (b) a transfer of up to fifty percent (50%) of the ownership interests directly or indirectly pertaining to the Premises to an unaffiliated third party, (c) to the sale to the purchaser at a foreclosure sale in connection with the foreclosure or to any sale pursuant to a bankruptcy proceeding or an order of a bankruptcy court, (d) to the conveyance or assignment to Superior Mortgagee or any designee of Superior Mortgagee in connection with a deed in lieu of foreclosure of the Mortgage, (e) a sale of interests in Landlord or an Affiliate of Landlord pursuant to a pledge of such interests to secure “mezzanine debt” or a transfer in lieu of any such sale or (f) any direct or indirect transfer, sale or pledge (including (but not limited to) by way

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of any merger, consolidation, amalgamation, sale, or other transfer of any kind) of the legal or beneficial interests (including, without limitation, any rights, distributions, profits or proceeds relating thereto) or assets of the parent entities (or other upper tier level entities) which comprise the indirect members of the Landlord entity; provided that any such transfer, sale or pledge is done for a good business purpose and not principally for the purpose of selling the Premises or any portion thereof or any interest therein to circumvent Tenant’s rights granted under this Article 44 or (g) transfers of the direct or indirect interests in the Landlord entity between its existing holders (as of the date hereof) of direct or indirect interests in the Landlord entity; it being understood and agreed that the foregoing shall not vitiate Landlord’s rights under clause (b) of this Section 44.03. Tenant’s rights hereunder shall survive any sale or transfer described in this Section 44.03.

44.04. Notwithstanding anything to the contrary in this Article 44, any transfer of the Offered Property pursuant to this Article shall be subject to this lease (i.e., Tenant shall retain its rights under this Article 44 following any and all transfers of the Offered Property during the Term), any subleases and any defects created, arising or resulting from any acts of Tenant or any assignee or subtenant of Tenant, and Landlord shall make no representations, warranties or covenants concerning same to Tenant or its assignee or subtenant.

44.05. Tenant shall keep confidential all information it receives with respect to the Offered Property or contained in any Offering Notice or any contract of sale submitted hereunder (except that Tenant may disclose such information (i) to such of its executive officers, employees and professional advisors as are reasonably required in connection with the analysis of the Offered Property, (ii) in connection with any arbitration or suit regarding same, and (iii) as may be required by law), provided that Tenant’s obligations pursuant to this Section 44.05 shall terminate after closing of the purchase of the Offered Property by Tenant (but otherwise Tenant’s obligations pursuant to this Section 44.05 shall survive).

44.06. Tenant agrees, at any time and from time to time after the rights to Tenant under this Article 44 are no longer in effect as to any particular transaction, as requested by Landlord with not less than ten (10) Business Days’ prior notice, to execute and deliver to Landlord a statement certifying that the rights granted to Tenant under this Article 44 are no longer in effect, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by Landlord and others with whom Landlord may be dealing, regardless of independent investigation; provided, however, the reliance referred to herein shall be limited to Tenant being estopped from contradicting any of the statements made in such certificate.

44.07. The provisions of this Article 44 shall be null and void if either (i) the Tenant under this Lease is no longer a Citigroup Tenant or (ii) the Named Tenant together with its Affiliates does not then occupy at least 80% of the Premises.

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[signature page follows]

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

388 REALTY OWNER LLC, Landlord
By:	388 Realty Mezz LLC, a Delaware limited liability company, its sole member
By:	Building Exchange Company, a Virginia corporation, its sole member
By:	/s/ Matthew Narby
Name:	Matthew Narby
Title:	Vice President
CITIGROUP GLOBAL MARKETS INC., Tenant
By:	/s/ Gus Gollisz
Name:	Gus Gollisz
Title:	Authorized Signatory
Tenant’s Federal Identification Number:
11-2418191

Schedule 1

Certificate of Insurance

(See Attached)

Schedule 2²

Employees

Employee	Union	Job Title
A. CATALA	32BJ	CLEANER
C. FERGUSON	32BJ	CLEANER
W. BENITEZ	32BJ	CLEANER
B. JOHNSON	32BJ	LEAD H/M
J. PRIVOTT	32BJ	STARTER
M. VALENTIN	32BJ	CLEANER
J. KATEHIS	32BJ	CARPENTER
A. MARTE	32BJ	CLEANER
J. Mohammed	32BJ	CLEANER
Y. ZEJNELI	32BJ	CLEANER
J. CARRASCO	32BJ	CLEANER
B. ARIAS	32BJ	CLEANER
B. CWIEKALA	32BJ	CLEANER
T. BARYLSKA	32BJ	CLEANER
C. MEROLA	32BJ	STARTER
F. DOWLING	32BJ	CARPENTER
L. LORA	32BJ	HANDYMAN
N. THIEN	32BJ	HANDYMAN
Y. SEUN	32BJ	FOREPERSON
C. TEJEDA	32BJ	CLEANER
P. ORELLANA	32BJ	LOCKSMITH
O. OLENSKY	32BJ	HANDYMAN
H. NGUYEN	32BJ	Supervisor
A. MENAGI	32BJ	CLEANER
C.E. YEAU	32BJ	CLEANER
R. LY	32BJ	CLEANER
P. HUYNH	32BJ	CLEANER
J. AHMED	32BJ	CLEANER
M. SUON	32BJ	CLEANER
R. CASTRO	32BJ	CLEANER
M. TY	32BJ	CLEANER
E. GAWRYCHOWSKI	32BJ	CLEANER

² Schedule to be revised as of the end of the term of this lease to reflect the then current employees.

G. ADAMS	32BJ	CLEANER
V. THOMAS	32BJ	CLEANER
S. SOK	32BJ	CLEANER
A. MAINU	32BJ	CLEANER
M. LASHEY	32BJ	CLEANER
D. LOUIS-JEUNE	32BJ	CLEANER
S. BY	32BJ	CLEANER
L. RODRIGUEZ	32BJ	CLEANER
A. KABA	32BJ	CLEANER
J. LY	32BJ	CLEANER
B. BACCHUS	32BJ	CLEANER
N. FLORES	32BJ	CLEANER
A. BERNACKA	32BJ	CLEANER
M. ZEOLI	32BJ	FOREPERSON
P. LUONG	32BJ	CLEANER
M. SALAM	32BJ	CLEANER
D. NOURIEL	32BJ	CLEANER
K. RIFAT	32BJ	CLEANER
K. ALBARDAK	32BJ	CLEANER
R. KUSZ	32BJ	CLEANER
M. MONTANA	32BJ	CLEANER
A. ZARUBIN	32BJ	CLEANER
R. PAGOADA	32BJ	CLEANER
J. TRUSZKOWSKI	32BJ	CLEANER
L. KLESZCZEWSKA	32BJ	CLEANER
I. BANUSHI	32BJ	CLEANER
M. SZETELA	32BJ	CLEANER
T. MAI	32BJ	CLEANER
B. ULMA	32BJ	CLEANER
T. NGUYEN	32BJ	CLEANER
J. SULLIVAN	32BJ	CLEANER
R. SMITH	32BJ	CLEANER
H. MIAH	32BJ	CLEANER
C. DESIMONE	32BJ	CLEANER
S. DEMIRCANLI	32BJ	CLEANER
O. KUKIC	32BJ	CLEANER
E. JIMENEZ	32BJ	CLEANER
D. CEKOVIC	32BJ	CLEANER
J. DEREWIECKI	32BJ	CLEANER
B. OLIVERA	32BJ	CLEANER
Z. VELESKI	32BJ	CLEANER
M. PRZYBEK	32BJ	CLEANER

2

P. PHAN	32BJ	CLEANER
R. GRANT	32BJ	CLEANER
G. PEREZ	32BJ	CLEANER
C. VONG	32BJ	CLEANER
KIM NA	32BJ	CLEANER
KONGORSKI JERZY	32BJ	CLEANER
R. KANDIC	32BJ	FOREPERSON
J. MALEC	32BJ	CLEANER
A. KRIKEL	32BJ	CLEANER
M. FRANCO-ALZATE	32BJ	Replacement Cleaner
LA HUNG	32BJ	Replacement Cleaner
F. DJONBALJAJ	32BJ	Replacement Cleaner
A. KRAJC	32BJ	Replacement Cleaner
L. NDOCI	32BJ	Replacement Cleaner
M. DIEP	32BJ	Replacement Cleaner
H. GJEVUKAJ	32BJ	Replacement Cleaner
J. LUGO	32BJ	Replacement Cleaner
E. MARULANDA	32BJ	Replacement Cleaner
M. BERISHA	32BJ	Replacement Cleaner
H. RUTKOWSKA	32BJ	Replacement Cleaner
E. ANDERSON	Local 94	Mechanic
J. PRIMIANO	Local 94	Asst. Chief Engineer
D. DOUGHERTY	Local 94	ENGINEER
W. BILECKY	Local 94	ENGINEER
T. MAZZA	Local 94	ENGINEER
W. SVIHRA	Local 94	ENGINEER
K. WELSH	Local 94	Engineer Helper
A. PERRICONE	Local 94	Engineer Helper
W. DOLAN	Local 94	ENGINEER
P. NOTO	Local 94	ENGINEER
R. HUARNECK	Local 94	ENGINEER
D. SCHOOK	Local 94	ENGINEER
E. WHITE	Local 94	Engineer

3

Schedule 3

Current Occupancy Agreements

1. Lease dated as of October 9, 1991 between Shearson Lehman Brothers Inc., as landlord, and Paul Castro d/b/a Paulo Shoe Repair, as tenant.

First Amendment to Lease dated as of January 31, 1994, between Smith Barney Shearson Inc. (successor to the interest of Shearson Lehman Brothers Inc.), as landlord, and Paul Castro d/b/a Paulo Shoe Repair, as tenant

Second Amendment to Lease – Extension and Modification dated as of March 31, 1996 between Smith Barney Inc. (f/k/a Smith Barney Shearson Inc. successor-in-interest to Shearson Lehman Brothers Inc.), as landlord, and Paul Castro d/b/a Paulo Shoe Repair, as tenant.

Third Amendment to Lease – Extension and Modification dated as of December 29, 1999 between Salomon Smith Barney Inc. (successor-in-interest to Smith Barney Inc.), as landlord, and The Cobbler Shop Inc. (f/k/a Paul Castro d/b/a Paulo Shoe Repair), as tenant.

2. Sublease dated as of June 28, 2007 between Tenant and Martin’s News & Sundry Shops, Inc.

EXHIBIT A

Legal Description

Parcel II (Block 216 Lot 1)

ALL that certain lot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the southerly line of Hubert Street with the westerly line of Greenwich Street;

RUNNING THENCE South 21 degrees 28 minutes 00 seconds East, along the westerly line of Greenwich Street, 210.01 feet;

THENCE South 68 degrees 07 minutes 20 seconds West, 140.00 feet;

THENCE South 21 degrees 52 minutes 40 seconds East, 9.00 feet;

THENCE South 68 degrees 07 minutes 20 seconds West, 281.89 feet to a point in the easterly line of West Street;

THENCE North 20 degrees 04 minutes 45 seconds West, along the easterly line of West Street, 219.11 feet to the corner formed by the intersection of the easterly line of West Street with the southerly line of Hubert Street;

THENCE North 68 degrees 07 minutes 20 seconds East, along the southerly line of Hubert Street, 416.52 feet to the point or place of BEGINNING.

The street lines described above are shown on map entitled “Map Showing a Change in the Street System, Etc., in Connection with the Washington Market Urban Renewal Area”, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map # 3756.

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EXHIBIT B

Recorded Agreements

1. Revocable Consent Agreement made by the Franchise Division and accepted and agreed to by Tenant and US Bank National Association and recorded on May 19, 2004 in the Office of the City Register of the City of New York under CRFN 2004000314864.

2. Revocable Consent Agreement made by the Franchise Division and the IT Division and accepted and agreed to by Tenant and US Bank National Association and recorded on June 12, 2007 in the Office of the City Register of the City of New York under CRFN 2007000303882.

3. Zoning Lot Description and Ownership Statement, dated 3/28/1985 and recorded 3/29/1985 in Reel 892 Page 116.

4. Map Showing a Change in the Street System, Etc., in connection with the Washington Market Urban Renewal Area, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map #3756.

5. (l) Notice of Appropriation made by the Commissioner of Transportation of the State of New York, recorded 3/15/1999 in Reel 2836 Page 628. (Affects Streets)

With respect thereto:

a. Acquisition Map recorded 3/15/1999 in Reel 2836 Page 631.

(2) Superseding Notice of Appropriation made by the Commissioner of Transportation of the State of New York, recorded 3/15/1999 in Reel 2836 Page 471. (Affects Streets)

With respect thereto:

a. Acquisition Map recorded 3/15/1999 in Reel 2836 Page 474.

6. State of facts shown on that certain survey dated December 16, 1986, prepared by Earl B. Lovell – S.P. Belcher, Inc., as last redated pursuant to visual inspection on November 13, 2007.

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EXHIBIT C

Form of Guaranty

Date: December     , 2007

388 Realty Owner LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

In consideration of 388 Realty Owner LLC (“Landlord”) entering into that certain Lease with Citigroup Global Markets Inc. (“Tenant”), an indirect wholly-owned subsidiary of Citigroup Inc., dated [December __, 2007] and relating to the real property located at 390 Greenwich Street, New York, New York (the “Agreement”), Citigroup Inc., a corporation incorporated under the laws of Delaware, hereby agrees in accordance with the following:

1. Citigroup Inc. guarantees to Landlord the payment of the amounts owing by the Tenant in accordance with the provisions of the Agreement (collectively, the “Obligations”) subject to the terms set forth below (this “Guarantee”).

2. Notice of acceptance of this Guarantee and of default or non-payment by the Tenant is expressly waived, and payment under this Guarantee shall be subject to no other condition than the giving of a written request by Landlord, stating the fact of default or non-payment, mailed to Citigroup Inc. at its offices located at: Citigroup Inc., Corporate Treasury, 153 East 53rd Street, 5th Floor, New York, New York 10043. Citigroup Inc. shall make payment to Landlord of any and all amounts set forth in said written request, in immediately available funds in lawful money of the United States, within five (5) business days of Landlord’s delivery of said request. Landlord shall have the right to enforce this Guarantee without pursuing any right or remedy of Landlord against Tenant or any other party. Landlord may commence any action or proceeding based upon this Guarantee directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding.

3. Citigroup Inc. will have all those defenses that would be available to it if it were a primary co-obligor jointly and severally liable with Tenant, on the Obligations. However, subject to the first sentence of this paragraph 3, the obligations of Citigroup Inc. under this Guarantee shall in no way be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Citigroup Inc., including, without limitation:

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• any extension, amendment, modification or renewal of the Agreement or of the Obligations;

• any assignment, mortgage or other voluntary or involuntary transfer (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Agreement, or the occurrence of any such assignment, other voluntary or involuntary transfer;

• any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

• any waiver of any event of default, extension of time or failure to enforce any of the Obligations; or

• any extension, moratorium or other relief granted to the Tenant pursuant to any applicable law or statute.

4. This Guarantee and the obligations of Citigroup Inc. hereunder shall be irrevocably valid with respect to any claims asserted by Landlord prior to the date upon which the earlier to occur of:

• return by Landlord of the original of this Guarantee; or

• the close of business in New York on the first (1^st) anniversary of the end of the term of the Agreement (“Final Termination Date”).

No claim by Landlord may be asserted under this Guarantee after the Final Termination Date.

5. This Guarantee shall be binding upon Citigroup Inc. and its successors and assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Agreement or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guarantee reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6. Citigroup Inc. represents and warrants to Landlord that as of the date hereof: (a) Citigroup Inc. has full power, authority and legal right to execute, deliver, perform and observe this Guarantee, including, without limitation, the payment of all moneys hereunder; (b) the execution, delivery and performance by Citigroup Inc. of this Guarantee have been duly authorized by all necessary corporate action; and (c) this Guarantee constitutes the legal, valid and binding obligation of Citigroup Inc., enforceable in accordance with its terms.

7. Citigroup Inc. hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or

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relating to this Guarantee or to the Agreement until satisfaction and payment in full of all of the Obligations.

8. No more than two (2) times during any calendar year, Citigroup Inc. shall, within ten (10) business days following request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guarantee is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Citigroup Inc. is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

9. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Citigroup Inc. shall be obligated to make payment hereunder only at the principal office of Citigroup Inc. in New York, New York.

Citigroup Inc. shall have no obligation to make payment or take action hereunder during any period when payment by the Tenant, in accordance with the provisions of the Agreement, would constitute a violation of any applicable laws (other than bankruptcy, liquidation, reorganization or similar laws affecting the enforcement of the rights of creditors generally).

IN WITNESS WHEREOF, Citigroup Inc. has caused these presents to be executed by its duly authorized officer this      day of December, 2007.

Very truly yours,

CITIGROUP INC.

By:

STATE OF NEW YORK	)
	: ss.:
COUNTY OF NEW YORK	)

On this      day of December, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared                     , personally known to me or proved to me on the basis of satisfactory evidence to be the                              of                              and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

Notary Public

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EXHIBIT D

Superior Mortgagee SNDA Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT, dated the      day of                     , 200   by and among                      (including its successors and assigns), [as agent] (hereinafter called “Mortgagee“),                                         , a                                         , having an office at                                          (hereinafter called “Landlord”) and                                         , a                                          having an office at 388 Greenwich Street, New York, New York 10013 (hereinafter called “Tenant”).

W I T N E S S E T H:

WHEREAS, Tenant has entered into a certain lease dated as of the date hereof with Landlord (such lease, as the same may be amended, is hereinafter called the “lease” or the “Lease”), covering the entire land and improvements thereon commonly known as 390 Greenwich Street and located in New York, New York, as more particularly described on Schedule A attached hereto;

WHEREAS, Tenant has entered into a certain Reciprocal Easement Agreement respecting the Premises and 390 Greenwich Street, New York, New York, a copy of which is annexed to the Lease (the “REA”); and

WHEREAS, [certain lenders for which Mortgagee is acting as agent have made] Mortgagee has made a certain mortgage loan to the Landlord (hereinafter called the “Mortgage”; the documents entered into in connection therewith, as the same may be amended, restated, supplemented, replaced, consolidated, or otherwise modified from time to time, the “Mortgage Loan Documents”) and the parties desire to set forth their agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, it is hereby agreed as follows:

1. Subject to the terms and conditions hereof, the lease and the REA shall be subject and subordinate in each and every respect to the lien of the Mortgage insofar as it affects the real property of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon and other sums payable thereunder and the Mortgage Loan Documents.

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2. Tenant agrees that after notice is given to Tenant by Mortgagee it will attorn to and recognize Mortgagee, any purchaser at a foreclosure sale under the Mortgage, any transferees by deed in lieu of foreclosure of the Mortgage, and the successors and assigns of Mortgagee or any such purchasers or transferees who acquire the premises demised (the “Premises”) under the Lease (any of such parties is herein referred to as an “Acquiring Party”) in the event of any suit, action or proceeding for the foreclosure of the Mortgage or to enforce any rights thereunder, any judicial sale or execution or other sale of the Premises or the giving of a deed in lieu of foreclosure of any default under the Mortgage or, with respect to Mortgagee, after any event of default under the Mortgage Loan Documents pursuant to which Mortgagee has the right and elects to exercise the rights of Landlord under the Lease (each, an “Attornment Event”), as its landlord for the unexpired balance (and any extensions, if exercised) of the term of the Lease upon the terms and conditions set forth in the Lease and this Agreement. Such attornment is to be effective as of the date that such Attornment Event occurs, without the execution of any further agreement. However, Tenant and the Acquiring Party agree to confirm the provisions of this Agreement in writing upon the request of either party.

3. In the event that it should become necessary to foreclose the Mortgage, Mortgagee thereunder or any Acquiring Party will not terminate the Lease nor the REA nor join Tenant in summary or foreclosure proceedings (unless Tenant is a necessary party thereto under law), nor disturb the possession of Tenant, nor diminish or interfere with Tenant’s rights and privileges under the Lease or the REA or any extensions or renewals of the Lease entered into pursuant to the Lease or consented to by Mortgagee, as applicable, so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease and the REA, as the case may be.

4. In the event that Mortgagee or an Acquiring Party shall succeed to the interest of Landlord under the Lease (the date of such succession being hereinafter called the “Succession Date“), so long as Tenant is not in default, after any applicable notice and grace period, under any of the terms, covenants, or conditions of the Lease, Mortgagee or the Acquiring Party, as the case may be, shall not disturb the possession of Tenant and shall be bound by all of Landlord’s obligations under the Lease and the REA; provided that neither the Mortgagee nor any Acquiring Party shall be:

(a) liable for any act or omission or negligence or failure or default of any prior landlord (including Landlord) to comply with any of its obligations under the Lease or the REA, except to the extent that (1) such act or omission constitutes a default by landlord under the Lease or the REA and continues after the Succession Date, and (2) Mortgagee’s or Acquiring Party’s liability is limited to the effects of the continuation of such act or omission from and after the Succession Date and shall not include any liability of any prior landlord (including Landlord) which accrued prior to the Succession Date; or

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(b) liable for the return of any security deposit, except to the extent such security deposit shall have been paid over (or assigned, in case of any letter of credit) to the Mortgagee or Acquiring Party; or

(c) subject to any counterclaims, offsets or defenses which Tenant might have against any prior landlord (including Landlord) except to the extent (1) that such counterclaims, offsets or defenses shall have accrued in accordance with the terms of the Lease or the REA, as applicable, including, without limitation, any offsets with respect to Landlord Reimbursement Amounts (as defined in the Lease) or (2) the basis for such counterclaims, offsets or defenses continue to exist from and after the Succession Date; provided that Mortgagee receives notice thereof in accordance with the Lease or the REA, as applicable; or

(d) bound by any rent or additional rent which Tenant might have paid for more than the current month to any prior landlord, including Landlord, under the Lease (other than customary prepayments of operating expense and real estate tax and Landlord Reimbursement Amounts); or

(e) bound by any amendment or modification of the Lease or REA made without its consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Lease in accordance with all of the material terms of the Lease governing the exercise of such specific right or option.

[Clauses (a) through (e) shall not apply where the mortgagee of Superior Lessor (in the case of a Superior Lease) is an affiliate of Landlord]

5. Tenant agrees to give the Mortgagee and/or Acquiring Party, as applicable, a copy of any notice of default served upon the Landlord by Tenant at such time as such notice is served upon Landlord, provided that prior to being obligated to give notice to any Acquiring Party, Tenant has been notified, in writing (by way of Notice of Assignment of Rents and Leases, or otherwise), of the address of the Acquiring Party. No termination of the Lease as a result of such default will be effective as against Mortgagee unless it has received the aforementioned notice and the same opportunity to cure provided to Landlord under the Lease, running from the date Mortgagee receives such notice.

6. Mortgagee hereby consents to the Lease and, subject to the provisions of Paragraph 4 hereof, all of the terms and conditions thereof, and the terms of the Mortgage shall not affect such terms and conditions of the Lease.

7. Any notice, statement, demand, consent, approval or other communication required or permitted to be given, rendered or made hereunder (hereinafter collectively called “notices”) shall be in writing (whether or not so stated elsewhere in this agreement) and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States

D-3

post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the other party as follows:

If to Mortgagee:

with a copy to:

If to Landlord:

with a copy to:

If to Tenant:

with a copy to:

with an additional copy to:

and shall be deemed to have been given, rendered or made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of

D-4

address (or substitute parties for notice) by notice to the other, given at least fifteen (15) days before such change of address or notice party is to become effective. For purposes of this Agreement the term “Business Day” means any day that the New York Stock Exchange is open for business.

8. The liability of Mortgagee for the performance of any obligation of Landlord under the Lease shall be limited to Mortgagee’s interest in the Premises (which shall be deemed to include the proceeds of any insurance, condemnation, sale or refinancing proceeds received by Mortgagee or an Acquiring Party with respect to all or any portion of the Premises), and Tenant hereby agrees that any monetary judgment it may obtain against Mortgagee as a result of Mortgagee’s failure, as Landlord, to perform any of Landlord’s obligations under the Lease shall be enforceable solely against Mortgagee’s interest in the Premises. Notwithstanding the foregoing, Mortgagee shall not, by virtue of the Mortgage, be or become a mortgagee-in-possession or become subject to any liability or obligation under the Lease or otherwise until Mortgagee shall have acquired the interest of Landlord in the Premises, by foreclosure or otherwise.

9. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their successors and assigns.

10. Tenant acknowledges notice of the Mortgage and assignment of rents and leases from the Landlord for the benefit of the Mortgagee. Tenant agrees to continue making payments of rents and other amounts owed by Tenant under the Lease to the Landlord until notified otherwise in writing by the Mortgagee, and after receipt of such notice the Tenant agrees thereafter to make all such payments to the Mortgagee, without any further inquiry on the part of the Tenant, and Landlord consents to such payments made to the Mortgagee and Landlord waives and releases any claim it may have against Tenant for any sum paid by Tenant to Mortgagee pursuant to any such demand. This Agreement constitutes the entire agreement between the Mortgagee and Tenant regarding the subordination and non-disturbance of the Lease and the REA to the Mortgage. If this Agreement conflicts with the Lease or the REA, as applicable, then this Agreement shall govern as between the parties and their successors and assigns and any Acquiring Party.

11. This Agreement shall be governed by the laws of the State of New York, excluding such state’s principles of conflict of laws.

12. This Agreement may be amended, discharged or terminated, or any of its provisions waived, only by a written instrument executed by the party to be charged.

13. Tenant, Landlord and the Mortgagee hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

D-5

14. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

D-6

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first above written.

MORTGAGEE:

By:

Name:

Title:

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

D-7

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the      day of                     , 200  , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the      day of                     , 200  , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-8

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

On the      day of                     , 200  , before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their/ capacity(ies), and that by, his/her/their signature(s) on the instrument, the individuals) or the person upon behalf of which the individuals acted, executed the instrument.

Notary Public

D-9

SCHEDULE A

Description of Premises

D-10

EXHIBIT E

Not Used

E-12

EXHIBIT F

Not Used

F-1

EXHIBIT G

Landlord’s Non-Disturbance Agreement

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS AGREEMENT made as of the      day of                     , 200   by and among                              (hereinafter called “Landlord”),                                          (hereinafter called “Tenant”), and                                          (hereinafter called “Subtenant”).

W I T N E S S E T H:

WHEREAS, Landlord is the landlord under that certain lease dated as of                     , 2005 between Landlord, as lessor, and Tenant, as lessee (hereinafter called the “Overlease”), covering the entire premises (hereinafter called the “Demised Premises”) in the building known as 390 Greenwich Street, New York, New York (hereinafter called the “Building”) on land more particularly described in Exhibit A annexed hereto; and

WHEREAS, a portion of the Demised Premises comprised of                      (hereinafter called the “Sublease Premises”) has been subleased to Subtenant pursuant to that certain sublease dated as of                     , 20     between Tenant, as sublessor, and Subtenant, as sublessee (hereinafter called the “Sublease”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration in hand paid, the parties hereto agree as follows:

1. So long as Subtenant is not in default, after notice and the lapse of any applicable grace period, in the performance of any terms, covenants and conditions to be performed on its part under the Sublease, then in such event:

(a) Unless any applicable law requires same, Subtenant shall not be joined as a party defendant in any action or proceeding which may be instituted or taken by the Landlord for the purpose of terminating the Overlease by reason of any default thereunder;

(b) Subtenant shall not be evicted from the Sublease Premises nor shall any of Subtenant’s rights under the Sublease be affected in any way by reason of any default under the Overlease, and

(c) Subtenant’s leasehold estate under the Sublease shall not be terminated or disturbed by reason of any default under the Overlease.

2. (a) If Landlord shall succeed to the rights of Tenant under the Sublease by termination of the Overlease or the expiration of the term thereof or

G-1

otherwise, Landlord, as Subtenant’s landlord under said Sublease, shall accept Subtenant’s attornment and Subtenant agrees to so attorn and recognize Landlord as Subtenant’s landlord under said Sublease without further requirement for execution and delivery of any instrument to further evidence the attornment set forth herein. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver any instrument that may reasonably be required to evidence such attornment.

(b) Subject to the provisions of subparagraph 2(c) below, upon any such attornment and recognition, the Sublease shall continue in full force and effect as, or as if it were, a direct lease between Landlord and Subtenant upon all of the then executory terms, conditions and covenants as are set forth in the Sublease (as the same incorporates by reference the Overlease, notwithstanding the termination of the Overlease), and shall be applicable after such attornment, provided, to the extent that Landlord has any rights under the Overlease which are applicable to the Demised Premises and are in addition to the rights of the lessor under the Sublease, such rights shall be deemed incorporated into the Sublease, notwithstanding the termination of the Overlease; and provided, further that Landlord shall not be (i) subject to any credits, offsets, defenses or claims which Subtenant might have against Tenant; nor (ii) bound by any rent which Subtenant might have paid for more than the current month to Tenant (other than customary prepayments of Taxes and Operating Expenses), unless such prepayment shall have been made with Landlord’s prior written consent; nor (iii) liable for any act or omission of Tenant; nor (iv) bound by any covenant to undertake or complete any improvement to the Sublease Premises or the Building; nor (v) be required to account for any security deposit other than any security deposit actually delivered to Landlord; nor (vi) liable for any payment to Subtenant of any sums, or the granting to Subtenant of any credit, in the nature of a contribution towards the cost of preparing, furnishing or moving into the Sublease Premises or any portion thereof; nor (vii) bound by any amendment, modification or surrender of the Sublease made without Landlord’s prior written consent, other than an amendment or modification entered into to confirm the exercise of a specific right or option under the Sublease in accordance with all of the material terms of the Sublease governing the exercise of such specific right or option. Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give or purport to give it any right or election to terminate or otherwise adversely affect the Sublease or the obligations of Subtenant thereunder by reason of any action or proceeding for the purpose of terminating the Overlease by reason of any default thereunder.

(c) Notwithstanding anything to the contrary contained herein, in the event that the rental rate set forth in the Sublease, on a per rentable square foot basis (including fixed rent and additional rent on account of real estate taxes, operating expenses and electricity), after taking into account all rent concessions provided for in the Sublease, is less than the Minimum Sublease Rent (as such term is defined in Section 7.09 of the Lease), the Sublease shall be deemed to be automatically amended effective as of the date of the aforementioned attornment and recognition so that from and after the

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date of such attornment and recognition, the rental rate payable under the Sublease shall be increased to an amount that is equal to all of the same economic terms and conditions (including fixed rent and additional rent on account of real estate taxes, operating expenses and electricity) that would have been applicable as between Landlord and Tenant under the Overlease with respect to the Sublease Premises for the period commencing on such date of attornment and ending on the expiration date of the such Sublease. Subtenant or Landlord will, each within ten (10) business days after demand of the other, execute and deliver an amendment to the Sublease, in form reasonably satisfactory to Landlord and Subtenant, setting forth such increase in the rental rate payable under the Sublease to the Lease Rent; provided, however, that the absence of such written amendment shall not, in any event, affect the automatic rental increase described herein.

3. The Sublease now is and shall remain subject and subordinate to the Overlease and to any ground or underlying lease affecting the Demised Premises and to all renewals and replacements, extensions, consolidations and modifications thereof, and to all other matters to which the Overlease shall be subordinate, subject to the terms and conditions of this Agreement.

4. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their successor and assigns.

5. This Agreement may not be modified except by an agreement in writing signed by the parties or their respective successors in interest.

6. Any notice, statement, demand, consent, approval or other communication (collectively, “notices”) required or permitted to be given, rendered or made pursuant to, under, or by virtue of this Agreement (or any amendment to the Sublease made pursuant hereto) must be in writing and shall be deemed to have been properly given, rendered or made only if sent by (a) registered or certified mail, return receipt requested, posted in a United States post office station or letter box in the continental United States, (b) nationally recognized overnight courier (e.g., Federal Express) with verification of delivery requested or (c) personal delivery with verification of delivery requested, in any of such cases addressed to the party for whom intended at its address set forth above. Notices shall be deemed to have been given, rendered and made (i) if mailed, on the second Business Day following the day so mailed, unless mailed to a location outside of the State of New York, in which case it shall be deemed to have been given, rendered or made on the third Business Day after the day so mailed, (ii) if sent by nationally recognized overnight courier, on the first Business Day following the day sent or (iii) if sent by personal delivery, when delivered and receipted by the party to whom addressed (or on the date that such receipt is refused, if applicable). Each party may designate a change of address (or substitute parties for notice) by notice to the others, given at least fifteen (15) days before such change of address or notice party is to become effective.

[Signatures follow]

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto.

LANDLORD:

By:

Name:

Title:

TENANT:

By:

Name:

Title:

SUBTENANT:

By:

Name:

Title:

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EXHIBIT H

Not Used

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EXHIBIT I-1

Form of Memorandum of Lease

MEMORANDUM OF LEASE

between

388 REALTY OWNER LLC,

as Landlord

and

CITIGROUP GLOBAL MARKETS INC.

as Tenant

Dated: As of December     , 2007

Location of Premises

City, County and State of New York

Address:	390 Greenwich Street
Section:
Block:
Lot:

Record and Return to:

Paul, Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York 10022

Attention: David M. Brooks, Esq.

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.

NAME AND ADDRESS OF LANDLORD:	388 Realty Owner LLC c/o SL Green Realty Corp. 420 Lexington Avenue New York, New York 10170
NAME AND ADDRESS OF TENANT:	Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
DATE OF LEASE:	As of December     , 2007
DESCRIPTION OF PREMISES:	The Premises consist of the land and improvements (the “Building”) thereon located 390 Greenwich Street, New York, New York such land being more particularly described in Schedule A attached hereto (the “Real Property”).
COMMENCEMENT DATE OF INITIAL TERM:	December     , 2007
EXPIRATION DATE OF INITIAL TERM:	December     , 2020
RIGHT TO GRANT EASEMENTS	Tenant has the right to grant certain easements which burden the Real Property as more particularly described in Article 33 of the Lease.
RENEWAL TERMS:	The Lease contains three (3) ten (10) year extension options. The extension options are more particularly described in Article 36 of the Lease.
RIGHT TO GRANT LEASEHOLD MORTGAGES	During the period that Tenant leases the entire Building, Tenant may subject its interest in the Lease and the leasehold interest created thereby may at any time and from time to time be, directly or indirectly, to one or more leasehold mortgages. The holders of any such leasehold mortgages shall be entitled to certain rights under the Lease as more particularly set forth in the Lease, including Article 43 thereof.

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RIGHT OF FIRST OFFER TO PURCHASE:	The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described in Article 44 of the Lease.
NAMING AND SIGNAGE RIGHTS:	Tenant has the right to name the Building, and Tenant has exclusive rights with respect to signs, banners, flags, monuments, kiosks and other means of identification, as more particularly described in Articles 16 of the Lease.
ROOFTOP RIGHTS:	Tenant has exclusive rights with respect to the rooftop of the Building, as more particularly described in Article 39 of the Lease.
SURVIVING OBLIGATIONS:	Landlord’s obligations pursuant to Section 3.05(a) of the lease will survive the termination of the Lease

This instrument is intended to be only a Memorandum of Lease, reference to which is hereby made for all of the terms, conditions and covenants of the parties. This instrument shall not be construed to modify, change, vary or interpret said Lease or any of the terms, covenants or conditions thereof. In all instances, reference to the Lease should be made for a full description of the rights and obligations of the parties. The recordation of this Memorandum is in lieu of, and with like effect as, the recordation of the Lease.

[signatures follow]

I-2

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease on the date hereinabove first set forth.

WITNESS:		LANDLORD:
By:		388 REALTY OWNER LLC, a Delaware limited liability company
	Print Name
		By:	388 Realty Mezz LLC, a Delaware limited liability company, its sole member
		By:	Building Exchange Company, a Virginia corporation, its sole member
		By:
		Name:
		Title:
WITNESS:		TENANT:
By:		CITIGROUP GLOBAL MARKETS INC., a New York corporation
	Print Name
		By:
		Name:
		Title:

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State of New York
	}	SS:
County of New York

On the      day of                      in the year 2007 before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

State of New York
	}	SS:
County of New York

On the      day of                      in the year 2007 before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

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SCHEDULE A

Legal Description

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EXHIBIT I-2

FORM OF TERMINATION OF MEMORANDUM OF LEASE

388 REALTY OWNER LLC,

(Landlord)

- and -

CITIGROUP GLOBAL MARKETS INC.,

(Tenant)

TERMINATION OF

MEMORANDUM OF LEASE

Dated:
Location:	390 Greenwich Street
Section:
Block:	186
Lot:	1
County:	New York

PREPARED BY AND UPON

RECORDATION RETURN TO:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Jonathan L. Mechanic, Esq.

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TERMINATION OF

MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE, dated as of the      day of                     , 20     (this “Termination”) by and 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, Landlord and Tenant are parties to a certain Lease, dated as of December     , 2007 (“Lease”) pursuant to which Landlord leased to Tenant, and Tenant hired from Landlord, that certain building commonly known as 390 Greenwich Street, New York, New York, more particularly bounded and described as set forth in Schedule 1 annexed hereto; and

WHEREAS, in accordance with Section 291-c of the New York State Real Property Law and Section 31.01 of the Lease, the parties recorded a memorandum of lease (the “Memorandum”) summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease;

NOW, THEREFORE, Landlord and Tenant declare as follows:

1. Memorandum of Lease. The Memorandum was recorded in the office of the Register of The City of New York on                                         , 20    , bearing City Register File No. (CFRN)                     .

2. Termination of Lease. The Lease has terminated and is of no further force and effect.

3. Termination of Memorandum of Lease. In connection with the termination of the Lease, the Memorandum is of no further force and effect and the parties hereto wish to terminate the Memorandum pursuant to the recordation of this Termination.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Termination as of the date first set forth above.

LANDLORD:
388 REALTY OWNER LLC, a Delaware limited liability company
By:	388 Realty Mezz LLC, a Delaware limited liability company, its sole member
By:	Building Exchange Company, a Virginia corporation, its sole member
By:
Name:
Title:
TENANT:
CITIGROUP GLOBAL MARKETS INC., a New York corporation
By:
Name:
Title:

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ACKNOWLEDGMENT

STATE OF NEW YORK	}
		SS.:
COUNTY OF NEW YORK

On the      day of                      in the year 20    , before me, the undersigned, a Notary Public in and for said state, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF NEW YORK	}
		SS.:
COUNTY OF NEW YORK

On the      day of                      in the year 20    , before me, the undersigned, a Notary Public in and for said state, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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Schedule 1

Legal Description

Parcel II (Block 216 Lot 1)

ALL that certain lot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County, and State of New York, bounded and described as follows:

BEGINNING at the corner formed by the intersection of the southerly line of Hubert Street with the westerly line of Greenwich Street;

RUNNING THENCE South 21 degrees 28 minutes 00 seconds East, along the westerly line of Greenwich Street, 210.01 feet;

THENCE South 68 degrees 07 minutes 20 seconds West, 140.00 feet;

THENCE South 21 degrees 52 minutes 40 seconds East, 9.00 feet;

THENCE South 68 degrees 07 minutes 20 seconds West, 281.89 feet to a point in the easterly line of West Street;

THENCE North 20 degrees 04 minutes 45 seconds West, along the easterly line of West Street, 219.11 feet to the corner formed by the intersection of the easterly line of West Street with the southerly line of Hubert Street;

THENCE North 68 degrees 07 minutes 20 seconds East, along the southerly line of Hubert Street, 416.52 feet to the point or place of BEGINNING.

The street lines described above are shown on map entitled “Map Showing a Change in the Street System, Etc., in Connection with the Washington Market Urban Renewal Area”, dated March 4, 1970, modified July 1, 1970, Acc. 29985 adopted by the Board of Estimate, October 8, 1970, CAL 15 and filed in the Office of the City Register, New York County, on November 30, 1970 as Map # 3756.

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EXHIBIT J

ARTICLE 19

Damage or Destruction

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

(a) the term “Leasehold Improvements” shall mean all improvements heretofore or hereafter made to portions of the Premises other than portions of the Premises constituting Base Elements.

(b) the term “Base Elements” shall mean the structure, core and shell of the Building and the Building’s Systems.

(c) the term “Building Systems” shall mean (1) the elevators and escalators of the Building; (2) the window washing and waste compacting and removal equipment of the Building; (3) the core toilets and utility closets of the Building, and all fixtures and equipment installed therein; (4) the electrical, HVAC, mechanical, chilled water, condenser water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm and prevention, BMS, life safety and security systems (including, without limitation, all core Class-E devices) and other facilities of the Building (together with all related equipment), brought to and including, but not beyond, the point on each floor of the Building at which such systems connect to horizontal distribution facilities; provided, however that, notwithstanding anything contained in this clause (4) to the contrary, the following shall be considered part of the Building Systems: (x) the entire main distribution loop of the sprinkler system on each floor of the Building and (y) the entire HVAC system on each floor of the Building; and (5) raised floors.

19.02. If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this lease shall not be terminated as hereinafter provided in this Article 19), then:

(a) Landlord shall promptly settle any insurance claims and repair the damage to and restore and rebuild the Base Elements (subject to changes thereto necessitated by Legal Requirements) diligently and in a workmanlike manner (herein called “Landlord’s Restoration Obligation”), and

(b) Tenant shall repair the damage to and restore such portion of the Leasehold Improvements on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as Tenant shall deem desirable but at a minimum shall include drop ceilings, lighting and HVAC distribution commensurate with a usable open floor plan (herein collectively called the “Improvements Restoration Work”),

J-1

which Landlord’s Restoration Obligation and Improvements Restoration Work shall be performed diligently and in a workmanlike manner. Landlord and Tenant shall each use all commercially reasonable efforts to coordinate the performance of Landlord’s Restoration Work and the Improvements Restoration in such a manner that there will not be delays (except to a de minimis extent) in the performance of Landlord’s Restoration Obligation and Tenant’s Improvements Restoration Work (e.g., in connection with the scheduling of freight elevator service).

The Improvements Restoration Work shall be deemed to constitute Alterations for the purposes of Article 11. The proceeds of policies providing coverage for Leasehold Improvements shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work, to the extent Tenant is to perform the same, and after the completion of the Improvements Restoration Work, any excess may be retained by Tenant. If this lease shall be terminated by Landlord or Tenant pursuant to this Article 19, then Tenant shall retain the proceeds of policies providing coverage for Leasehold Improvements. Tenant shall be solely responsible for (1) the amount of any deductible under the policy insuring the Leasehold Improvements and (2) the amount, if any, by which the cost of the Improvements Restoration Work exceeds the available insurance proceeds therefor.

19.03. If all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable or inaccessible on account of fire or other casualty, the Fixed Rent and the other amounts payable by Tenant hereunder shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises for the period from the date of the damage or destruction to:

(a) the date by which Tenant, acting diligently following Landlord’s restoration of the damage to the Base Elements has or could have restored the Leasehold Improvements and Tenant’s Property and re-commenced the conduct of business from the affected portion of the Premises, or

(b) if the Premises are so damaged or destroyed that the Premises are rendered untenantable due to insufficient access to the Premises, the date on which the Premises shall be made tenantable and sufficient access thereto shall be available;

provided, however, in the case of (a) or (b) above, should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of business prior to the date that the Premises are substantially repaired or made tenantable, the Fixed Rent and the other amounts payable hereunder by Tenant allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. For purposes of this Article 19, the term “untenantable” shall mean inaccessible or unusable for the normal conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of the casualty in question and Tenant ceases the operation of its business

J-2-2

within the Premises (or the portion thereof deemed “untenantable”, as the case may be) other than to the limited extent of Tenant’s security personnel for the preservation of Tenant’s property, Tenant’s insurance adjusters, and/or a minimal number of Tenant’s employees for file retrieval, planning of temporary relocation and other disaster recovery functions (collectively, “Disaster Functions”). In the event that a portion of any floor of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant’s (or any of its subtenant’s) business in a manner which is consistent with Tenant’s (or such subtenant’s) use prior to the occurrence of such casualty and Tenant (or such subtenant) ceases the operation of its business within the entire floor (except for Disaster Functions), such entire floor shall be deemed to be untenantable. In the event that a portion of the Premises is rendered untenantable and in Tenant’s good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant’s business in a manner which is consistent with Tenant’s use prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises (except for Disaster Functions), the entire Premises shall be deemed to be untenantable.

19.04. (a) (x) If (i) the Building shall be seventy-five (75%) percent or more damaged or destroyed by fire or other casualty such that the completion of Landlord’s Restoration Obligation requires more than eighteen (18) months to complete, (ii) forty percent (40%) or more of the rentable area of the Premises shall be rendered untenantable due to damage or destruction to the Building such that the completion of Landlord’s Restoration Obligation in connection therewith requires more than eighteen (18) months to complete, (iii) the Building shall be so damaged or destroyed by fire or other casualty that Landlord’s Restoration Obligation requires the expenditure of more than forty (40%) percent of the full insurable value of the Building immediately prior to the casualty (in the case of (i), (ii) or (iii), as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord subject to Tenant’s approval, which approval Tenant shall not unreasonably withhold, condition or delay (herein called “Landlord’s Expert”) or (y) if the Premises shall be totally or substantially (i.e., for this purpose, more than fifty percent (50%)) damaged or destroyed and it would require one hundred eighty (180) days (or in the case of the last year of the Term, ninety (90) days) or more to complete Landlord’s Restoration Obligation during the last two (2) years of the Term (as estimated in any such case by Landlord’s Expert), and, if the circumstances set forth in clause (x)(i), (ii) or (iii) above have occurred, then in any such case Landlord may terminate this lease by giving Tenant notice to such effect (herein called “Landlord’s Casualty Termination Notice”) as soon as practicable under the circumstances and in any event within ninety (90) days after the date of the casualty, and upon the giving of such notice this lease and the term and estate hereby granted shall terminate as of the date set forth in such notice (provided, however, that if Tenant is then in occupancy of the Premises, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant’s receipt of Landlord’s termination notice, to extend the date set forth in Landlord’s termination notice to a date up to one hundred eighty (180) days after the giving of Landlord’s termination notice).

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(b) In the case of any damage or destruction mentioned in this Article 19 that shall affect twenty percent (20%) or more of the rentable area of the Premises, Tenant, subject to the thirty (30) day cure period set forth in the last sentence of this Section 19.04(b), may terminate this lease by notice given to Landlord in accordance with the last sentence of this Section 19.04(b) if Landlord shall not have completed Landlord’s Restoration Obligation on or before the Restoration Completion Date or has not commenced repair and restoration of the Base Elements within ninety (90) days (or in the case of the last year of the Term, forty-five (45) days) from the date of such casualty or said work is not prosecuted with reasonable diligence to its completion within one hundred eighty (180) days (or in the case of the last year of the Term, ninety (90) days) after the date of such damage or destruction. As used herein, the term “Restoration Completion Date” shall mean the date that is one hundred eighty (180) days (or in the case of the last year of the Term, ninety (90) days) from the date of such damage or destruction, subject to extension in accordance with the provisions of this Section 19.04(b) and the provisions of Sections 19.04(c) and 19.09. Tenant shall have the right, at any time prior to the date on which Landlord completes its repair and restoration obligations set forth in this Article 19, to commence an expedited arbitration proceeding in accordance with the provisions of Article 37 for purposes of determining the estimated date on which Landlord shall be able to substantially complete such repair and restoration obligations (herein called the “Anticipated Completion Date”). If it is determined pursuant to such expedited arbitration that based upon Landlord’s progress the restoration could not be completed by the earlier to occur of (x) the Expiration Date and (y) the date that is thirty (30) days after the Restoration Completion Date, even with the use of overtime labor, Tenant shall have the right, within thirty (30) days after such determination is made, (x) to terminate this lease in its entirety, by giving notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than one hundred eighty (180) days after the giving of such notice, this lease will terminate as if such date were the Expiration Date specified herein unless Landlord shall complete its repair and restoration obligations set forth in this Article 19 prior to such date; provided, however, that Landlord shall elect, in its sole discretion, whether such expedited arbitration shall consider the use of overtime labor, in which event the determination in such expedited arbitration shall set forth the amounts of overtime labor assumed in connection with the rendering of such determination. If Tenant does not give such termination notice within said thirty (30) day period, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date determined in such expedited arbitration proceeding. Except as expressly provided in this Section 19.04, Tenant shall not be entitled to terminate this lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Base Elements or of the Building pursuant to this Article 19 unless Landlord fails to perform such repair or restoration on an overtime basis under circumstances where Landlord is required to do so pursuant to the next succeeding sentence. Landlord shall use all reasonable efforts to perform such repair or restoration diligently and in a workmanlike manner and in such

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manner as to not unreasonably interfere with Tenant’s use and occupancy of the Premises; provided, however, that: (i) Landlord shall not be required to perform such repair or restoration work on an overtime basis except to the extent that the cost of such overtime work would be covered by Landlord’s insurance, unless the notice of the Anticipated Completion Date given to Tenant pursuant to Section 19.04(c) (or the determination of the Anticipated Completion Date by an expedited arbitration as aforesaid) provides for an Anticipated Completion Date that is earlier than one hundred eighty (180) days (or in the case of the last year of the Term, ninety (90) days) from the date of such damage or destruction only on the condition that all or a portion of such repair or restoration work is performed on an overtime basis (in which event Landlord shall perform such repair or restoration work or such portion thereof on an overtime basis in the amounts specified in such notice or in such expedited arbitration regardless of whether the cost thereof would by covered by such insurance) or (ii) upon Tenant’s written request and agreement to bear the incremental additional cost of same, Landlord shall perform the repair and restoration of the Base Elements on an overtime basis. In the event that Tenant becomes entitled to terminate this lease and the term and estate hereby granted pursuant to the provisions of the first sentence of this Section 19.04(b), Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which Landlord completes its repair and restoration obligations set forth in this Article 19, and unless Landlord shall complete its repair and restoration obligations set forth in this Article 19 prior to the expiration of thirty (30) days from Landlord’s receipt of such notice, this lease and the term and estate hereby granted shall terminate as of such thirtieth (30^th) day (or such later date set forth in such notice which shall not in any event be more than one hundred eighty (180) days after the giving of such notice) with the same force and effect as if such date were the Expiration Date specified herein.

(c) Within fifteen (15) days following the date of casualty, Landlord shall give Tenant a notice (herein called the “Expert’s Notice”) prepared by a reputable contractor, registered architect or licensed professional engineer designated by Landlord’s Expert, setting forth the date which it estimates as the Anticipated Completion Date (which notice shall, at Landlord’s sole election, state whether and to what extent such estimate requires the repair or restoration work to be performed on an overtime basis). If Landlord shall fail to timely deliver an Expert’s Notice and such failure shall continue for five (5) days after Landlord’s receipt of written notice from Tenant making specific reference to the right of Tenant contained in this sentence and if Landlord fails to deliver the Expert’s Notice prior to the expiration of such five (5) day period, or if the Anticipated Completion Date shall be after the date that is after the Restoration Completion Date (or in the case of the penultimate year of the Term, thirty (30) days after the Restoration Completion Date), Tenant shall have the right, within sixty (60) days after the Expert’s Notice has failed to be delivered or is given, as applicable, to terminate this lease in its entirety, by giving notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than one hundred eighty (180) days after the giving of such notice, this

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lease will terminate as if such date were the Expiration Date specified herein. Unless Landlord fails to perform such restoration on an overtime basis under circumstances where Landlord is required to do so as provided in Section 19.04(b), in no event shall Landlord be liable to Tenant in the event the restoration is not completed on the Anticipated Completion Date and Tenant’s sole remedy shall be the termination right herein provided.

(d) Any contracts entered into by Landlord for the performance of Landlord’s repair and restoration obligations pursuant to this Article 19 shall require the contractor(s) thereunder to complete such repair and restoration work on or prior to the Anticipated Completion Date and to perform such work on an overtime basis if and to the extent necessary to complete same on or prior to the Anticipated Completion Date as specifically stated in an Expert’s Notice or a determination of the Anticipated Completion Date by expedited arbitration in accordance with the provisions of Article 37.

19.05. Landlord and Tenant shall cooperate with each other in connection with the settlement of any insurance claims and the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Leasehold Improvements and/or Tenant’s Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by the other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies.

19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises pursuant to this Article 19.

19.07. Landlord will not carry insurance of any kind on Tenant’s Property or on Tenant’s Leasehold Improvements and shall not be obligated to repair any damage to or replace any of the foregoing and, Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing.

19.08. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other law of like import, now or hereafter in force, shall have no application in such case.

19.09. The provisions of Section 35.04 hereof regarding Force Majeure Causes shall have no applicability to the provisions of this Article 19; provided, however, that the Restoration Completion Date (and the Anticipated Completion Date set forth in an Expert’s Notice, but only if such Expert’s Notice specifies an anticipated time period with respect to an instance of Contractor Force Majeure then in effect and known by Landlord’s Expert) may be extended by one day for each day (not to exceed thirty (30)

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days in the aggregate) that, for reasons outside of Landlord’s control (it being understood that Landlord’s failure to pay or perform shall not give rise to a Contractor Force Majeure), the contractors retained to complete Landlord’s Restoration Obligation under this Article 19 are delayed in the completion of Landlord’s Restoration Obligation by reason of strike, lock-out or other labor trouble, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any failure or defect in the supply, quantity or character of electricity or water furnished to the Premises, by reason of any requirement, act or omission of the public utility or others serving the Building with electric energy, steam, oil, gas or water (herein called “Contractor Force Majeure”).

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EXHIBIT K

Cable Interconnect

(See Attached)

K-1

EXHIBIT L

(Form of Reciprocal Easement Agreement)

(See Attached)

L-1

EXHIBIT M-1

Form of Tenant’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Landlord, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Tenant”) hereby certifies to Landlord that as of the date hereof:

1. The undersigned is the tenant under that certain Lease dated as of                      by and between                                         , a                                          (“Landlord”) and Tenant [**, as amended by ___________________ (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 390 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Tenant has exercised the following options to extend the term of the Lease (if none, please state “none”):                                         , and Tenant has the following unexercised options to extend the term of the Lease (if none, please state “none”):                                          .

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5. Tenant has exercised the following rights of first offer, rights of first refusal and/or other expansion rights with respect to the Property (if none, please state “none”):                                                                                   .

6. Fixed Rent is paid through and including                      and Tax Payments are paid through and including                     . No Fixed Rent has been paid more than 30 days in advance.

7. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                                                   .

8. Tenant has no option or right to purchase the Leased Premises or the Property, or any part thereof, or any interest therein other than as set forth in Article 44 of the Lease.

9. Tenant has not sublet all or a portion of the Leased Premises, except as indicated below (if none, please state “none”):                                          .

10. ***[Copies of invoices for any Landlord Reimbursement Amounts heretofore billed to Landlord by Tenant are attached hereto as Exhibit B.]***

11. As of the date hereof, Tenant, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Landlord under the Lease or otherwise, against rents or other charges due or to become due under the Lease except as indicated below (if none, please state “none”):                                                                                   .

12. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Tenant from Landlord of a default by Tenant under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                                                                   .

13. Tenant has not given Landlord any notice of a default on the part of the Landlord under the Lease which has not been cured and, to Tenant’s Actual Knowledge, as of the date hereof, Landlord is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Tenant has knowledge**].

14. This certificate is delivered with the understanding that Landlord, [**lender/purchaser and purchaser’s lenders and prospective lenders**], and their successors and/or assigns, may rely upon this certificate.

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The undersigned is duly authorized to execute this certificate on behalf of Tenant.

TENANT:

By:

Name:

Title:

Dated:                     , 20    

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EXHIBIT M-2

Form of Landlord’s Estoppel

ESTOPPEL CERTIFICATE

TO:
	Attention:

Ladies/Gentlemen:

At the request of Tenant, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Landlord”) hereby certifies to Tenant that as of the date hereof:

1. The undersigned is the landlord under that certain Lease dated as of                     , by and between Landlord and Citigroup Global Markets Inc. (“Tenant”) [**as amended by                                          (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 390 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Fixed Rent is paid through and including                                         .

5. Landlord Reimbursement Amounts in the amount of $             are due and payable on                     , 20    . Landlord is disputing its obligation to pay Landlord Reimbursement Amounts in the amount of $             (if none, please state “none”).

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6. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                                                                  

7. As of the date hereof, Landlord, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Tenant under the Lease or otherwise, against any amounts due or to become due from Landlord to Tenant under the Lease except as indicated below (if none, please state “none”):                                                                                   .

8. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Landlord from Tenant of a default by Landlord under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                                                                   .

9. Landlord has not given Tenant any notice of a default on the part of the Tenant under the Lease which has not been cured and, to Landlord’s Actual Knowledge, as of the date hereof, Tenant is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Landlord has knowledge**].

10. This certificate is delivered with the understanding that Tenant, [**lender/assignee and assignee’s lenders and prospective lenders**], and their successors and/or assigns may rely upon this certificate.

The undersigned is duly authorized to execute this certificate on behalf of Landlord.

LANDLORD:

By:

Name:

Title:

Dated:                     , 20    

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