RECKSON OPERATING PARTNERSHIP LP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>efc5-1226_emailexh102.txt
<TEXT>



          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 3rd through 50th 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 51st, 52nd and
53rd


<PAGE>


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:
--------------


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
<C>                           <C>                      <C>                    <C>
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
------------------------------------------------------------------------------------------------
</TABLE>


Lobby:
------

     ------------------------------ ------------------
     Retail space                   11,775
     ------------------------------ ------------------


Concourse:
----------



                                      2
<PAGE>


     ------------------------------ ------------------
     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
<PAGE>


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
<PAGE>


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
<PAGE>


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
<PAGE>


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,



                                      7
<PAGE>


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 (2nd)
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.



                                      8
<PAGE>


                (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.



                                      9
<PAGE>


                (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.



                                      10
<PAGE>


                                    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



                                      11
<PAGE>


                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


                                      12
<PAGE>


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



                                      13
<PAGE>


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.



                                      14
<PAGE>


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



                                      15
<PAGE>


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



                                      16
<PAGE>


          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



                                      17
<PAGE>


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)



                                      18
<PAGE>


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



                                      19
<PAGE>


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



                                      20
<PAGE>


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



                                      21
<PAGE>


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 6th 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



                                      22
<PAGE>


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



                                      23
<PAGE>


                (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



                                      24
<PAGE>


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



                                      25
<PAGE>


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



                                      26
<PAGE>


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:



                                      27
<PAGE>


          "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



                                      28
<PAGE>


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.



                                      29
<PAGE>


          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



                                      30
<PAGE>


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;



                                      31
<PAGE>


                      (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



                                      32
<PAGE>


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



                                      33
<PAGE>


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.



                                      34
<PAGE>


                                  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.



                                      35
<PAGE>


          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



                                      36
<PAGE>


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 9.09, 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



                                      37
<PAGE>


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



                                      38
<PAGE>


"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



                                      39
<PAGE>


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



                                      40
<PAGE>


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



                                      41
<PAGE>


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



                                      42
<PAGE>


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 6th 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



                                      43
<PAGE>


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.



                                      44
<PAGE>


          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.



                                      45
<PAGE>


          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



                                      46
<PAGE>


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,



                                      47
<PAGE>


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



                                      48
<PAGE>


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.



                                      49
<PAGE>


          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.



                                      50
<PAGE>


                                  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.



                                      51
<PAGE>


                                  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.



                                      52
<PAGE>


          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 52nd 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.



                                      53
<PAGE>


                                  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).



                                      54
<PAGE>


          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



                                      55
<PAGE>


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:



                                      56
<PAGE>


                (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



                                      57
<PAGE>


     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



                                      58
<PAGE>


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



                                      59
<PAGE>


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.



                                      60
<PAGE>


          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



                                      61
<PAGE>


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.



                                      62
<PAGE>


                                  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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<PAGE>


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



                                      64
<PAGE>


                (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



                                      65
<PAGE>


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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<PAGE>


                                  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



                                      67
<PAGE>


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



                                      68
<PAGE>


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



                                      69
<PAGE>


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).



                                      70
<PAGE>


          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.



                                      71
<PAGE>


                                  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.


                                      72
<PAGE>


          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.


                                      73
<PAGE>


                                  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, 15th Floor
                      New York, New York 10043
                      Attn: Associate General Counsel of Real Estate



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<PAGE>


                 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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<PAGE>


                                  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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<PAGE>


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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<PAGE>


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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<PAGE>


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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<PAGE>


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.



                                      81
<PAGE>


                (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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<PAGE>

                (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


                                      83
<PAGE>

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




                                      84
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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 6th 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 3rd
          floor and/or 4th floor and/or 50th 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



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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 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 51st, 52nd and 53rd 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 5th 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 5th 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 5th floor (the "Chillers"), in a portion or portions of the
Premises designated by Tenant (herein called the "Generator Area", the UPS
Battery System, the




                                      97
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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




                                      98
<PAGE>

"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




                                      99
<PAGE>

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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<PAGE>

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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<PAGE>

          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,




                                     102
<PAGE>

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



                                     103
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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.



                                     104
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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.




                                     105
<PAGE>


                (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.



                                     106
<PAGE>

                (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




                                     107
<PAGE>

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




                                     108
<PAGE>

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



                                     109
<PAGE>

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]


                                     110
<PAGE>


                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:  __________________________
                                           Name:
                                           Title:


                                      CITIBANK, N.A., Tenant

                                      By:  __________________________
                                           Name:   Joseph W. Sprouls
                                           Title:  Vice President

                                      Tenant's Federal Identification Number:




                                      ----------------------------



<PAGE>


                                  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





<PAGE>


                                  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





<PAGE>
           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
<PAGE>
                                 Schedule 3
                                 ----------

                         Current Occupancy Agreements






<PAGE>
                                   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



                                     A-1
<PAGE>

                                   EXHIBIT B

                                   Not Used
                                   --------


                                     B-1
<PAGE>

                                   EXHIBIT C
                                   ---------


                               ONE COURT SQUARE
                             MAINTENANCE SCHEDULE



I.  MAINTENANCE AND TESTING

o   Annual black out simulation and functionality testing of the entire
    emergency and standby power systems.
o   Quarterly testing of the entire emergency and standby power systems by
    placing all the automatic transfer switches in the test position.
o   Preventive and predictive maintenance programs:
o   Annual Thermal scanning.
o   Emergency and standby generation maintenance.
o   Switch gear and buss duct maintenance
o   Vibration analysis
o   Indoor air quality and domestic water sampling/testing
o   Chiller maintenance


II. COMMON AREA CLEANING


1.       Main Lobby


Daily:
o   Empty lobby trash receptacles as needed, but not less than four times per
    day.
o   Periodically clean lobby glass and entrance glass of fingerprints and
    smudges.
o   Carpet sweep walk-off mats as needed.
o   Spot clean chrome and bright work as needed.
o   Place and / or pick up walk-off mats as weather conditions require.
    Shampoo as required.

Nightly:
o   Wet mop all flooring paying special attention to corners, edges, and
    baseboard. Remove all scuffs and stains.
o   Wipe clean and dust all visitor reception areas, including removal of
    any trash. Clean and sanitize all telephones.
o   Dust and clean lobby directory.
o   Dust and clean all walls from floor to 72" above floor.



                                     C-1
<PAGE>

o   Clean and polish all metal doors and bucks, handrails, revolving doors and
    drums of revolving doors, interior and exterior.
o   Wipe clean and polish all planters.
o   Wipe down and clean the security desk area and equipment.
o   Remove all finger marks, dirt smudges, graffiti, etc., from all revolving
    doors, frames, glass doors, partitions, windows, walls, elevator doors
    and elevator jambs.
o   Empty (clean and sanitize as needed) all waste receptacles. Remove
    wastepaper and waste materials to designated area.
o   Remove gum from walk-off mats and all other types of flooring.
o   Vacuum all walk-off mats.
o   Vacuum, clean and polish all floor saddles.
o   Clean and sanitize all public telephones and surrounding area.
o   Dust all flat surfaces including furniture.
o   Place and / or pick up walk-off mats as weather conditions require.

Weekly:
o   Dust all low reach areas including, but not limited to, chair rungs,
    structural and furniture ledges, baseboards, window sills, door louvers,
    moldings, etc.
o   Dust all fire extinguishers cabinets or enclosures, enunciator panels and
    pull stations.
o   Sweep, mop and spray buff all hard flooring. Ensure a consistent finish
    around edges and base.
o   Wash and disinfect all waste receptacles.

Monthly:
o   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.
o   Machine clean and polish all flooring. All flooring shall be maintained,
    at the minimum, as a mid gloss finish at all times.

Quarterly:
o   Clean all wall panels 72" and higher.


2.       Elevators

Daily:
o   Elevator cabs to be policed no less than four times per day. All floors are
    to be swept and mopped or vacuumed as needed. o 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:
o   Vacuum clean and polish all elevator saddles and tracks; if necessary,
    sweep heavier debris with brush to remove.



                                     C-2
<PAGE>


o   Sweep and mop all stone flooring in passenger elevators. Vacuum if
    carpeted.
o   Damp wipe panel walls, call buttons and indicators of elevator cabs to
    remove any smudges or graffiti.
o   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.
o   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.
o   Report any mechanical deficiencies or damage to the Agent.

Monthly:
o   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:
o   Police all stairwells throughout the building and keep in clean condition
    by sweeping or picking up trash and litter from the stairs / floors.
o   Spot mop and sanitize stairs / floors immediately when made necessary by
    sickness, spillage or as otherwise necessary to ensure personal safety.
o   Damp wipe finger marks, smears, smudges and graffiti on stairway doors and
    wall surfaces, hose racks and handrails. o Report any unauthorized equipment
    or supplies to the Agent.

Monthly:
o   Clean fire hoses, fire hose cabinets and similar equipment as needed, but
    at least once per month.
o   Wet mop landings, steps and treads. Wipe down railings.


4.       Elevator Lobbies / Common Areas

Nightly:
o   Sweep and damp mop uncarpeted areas.
o   Vacuum all carpeted areas.
o   Wipe clean all elevator call buttons and indicator lights.
o   Damp wipe to remove all smudges, marks and fingerprints from walls and glass
    entrance doors.
o   Wipe clean all signage.

Weekly:
o   Detail vacuum all carpeted areas.
o   Dust all ventilation louvers.




                                     C-3
<PAGE>

o   Sweep and mop all maintenance areas and basement corridors.
o   Spot clean all wall finishes with clean damp cloth.
o   Wipe with clean damp cloth all doors, doorframes, and high reach areas not
    cleaned during nightly cleaning.

Monthly:
o   Wipe clean all baseboards.
o   Wipe clean and / or dust all ventilation louvers and light fixtures.
o   Clean all wood doors with approved cleaning agent.

Quarterly:
o   Basement corridors should be washed clean, from floor to ceiling, to remove
    smudges, marks and stains.


5.       Exterior Sidewalks and Plaza

Daily:
o   Police and remove debris from planters as need but not less than four (4)
    times daily.
o   Using a hose, rinse all sidewalks and plaza area before 7:00 a.m. or as
    requested by Agent (weather permitting).
o   Use exterior vacuum and / or blower to clear grounds of all leaves and
    debris before 8:00 a.m.
o   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:
o   Remove gum from sidewalks.
o   Remove graffiti as needed.
o   Clean exterior facade from ground level to 8 feet.


6.       Loading Dock and Receiving Area

Daily:
o   Police the loading dock / receiving area, including all office areas, not
    less than three (3) times per day.
o   Sweep all areas to ensure a litter free area.
o   Respond to all spills and emergencies as may be required.
o   Remove debris from compactor area.
o   Place all trash and recyclable trash in designated areas.

Nightly:
o   Place all trash and recyclable trash in designated areas.




                                     C-4
<PAGE>

o   Keep loading dock area clear of rubbish and debris.
o   Clean all office areas consistent with section "III. OFFICE AREAS" of the
    general cleaning specification.

Weekly:
o   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.

o   Snow / ice will be removed immediately as accumulations occur during the day
    or night, including weekends.
o   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.
o   Remove snow / ice from crosswalks for easy pedestrian access.
o   Truck entrances and loading dock areas to be completely free of
    snow / ice.
o   All emergency exits must be clear of snow and ice.
o   Sufficient personnel, as judged by Agent, shall be on site throughout the
    duration of the storm and subsequent cleanup.
o   At all times, maintain the facility in a "slip free" condition.


8.       Roof Top / Set Backs

Monthly:
o   Keep all areas free of debris, including spraying to control weeds.



9.       Building Service Areas / Mechanical Space

Daily:
o   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.
o   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.
o   Maintain an orderly arrangement of all janitorial supplies and equipment,
    including all paper products.



                                     C-5
<PAGE>

o   Police all locker rooms and locker rooms lavatories throughout the day
    consistent with that of the rest of the building.

Monthly:
o   Sweep and / or clean all telephone, electrical, and mechanical closets
    under the supervision of the Agent. o Provide periodic cleaning and
    maintenance to all locker room lavatories consistent with that of the
    rest of the building.






                                     C-6
<PAGE>
                                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
<PAGE>

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
<PAGE>

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:



                                     D-3
<PAGE>

                 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




                                     D-4
<PAGE>

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
<PAGE>


         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
<PAGE>


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
<PAGE>


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
<PAGE>


                                  SCHEDULE A
                                  -----------

                            Description of Premises



                                     D-9
<PAGE>


                                   EXHIBIT E

                                   Not Used
                                   --------



                                     E-12
<PAGE>


                                   EXHIBIT F


                                   Not Used


                                     F-1
<PAGE>


                                   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
<PAGE>

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
<PAGE>

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
<PAGE>


                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
<PAGE>

                                   EXHIBIT H

                                   Not Used



                                     H-1
<PAGE>

                                   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.


<PAGE>


                              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
<PAGE>

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
<PAGE>


         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:



                                     I-3
<PAGE>


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
<PAGE>


                                  SCHEDULE A

                               Legal Description
                               -----------------










                                     I-5
<PAGE>


                                   EXHIBIT J

                      Form of Restated and Amended Lease



                                [See attached]



                                     J-1
<PAGE>

                                   EXHIBIT K

                                   Not Used


                                     K-1
<PAGE>

                                   EXHIBIT L

                   (See Attached Site Plan--Adjacent Parcel)



                                     L-1
<PAGE>

                                  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
<PAGE>

                  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
<PAGE>


                  The undersigned is duly authorized to execute this
certificate on behalf of Tenant.

                                    TENANT:


                                    --------------------



                                    By:    ________________________
                                           Name:
                                           Title:


Dated: ________, 20__



                                    M-1-3
<PAGE>
                                  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
<PAGE>

                  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
<PAGE>










                                     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







<PAGE>
<TABLE>
<CAPTION>


<S>                   <C>                                                                            <C>
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..........................................................50

ARTICLE 14            Electricity......................................................................51

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........................................................................62

ARTICLE 22            Conditions of Limitation.........................................................63

ARTICLE 23            Reentry by Landlord..............................................................66

ARTICLE 24            Damages..........................................................................67

ARTICLE 25            Affirmative Waivers..............................................................70

ARTICLE 26            No Waivers.......................................................................71

ARTICLE 27            Curing Tenant's Defaults.........................................................72

ARTICLE 28            Broker...........................................................................73

ARTICLE 29            Notices..........................................................................73

ARTICLE 30            Estoppel Certificates............................................................75

ARTICLE 31            Memorandum of Lease..............................................................75



                                             TC-1
<PAGE>

                            TABLE OF DEFINED TERMS



ARTICLE 32            No Representations by Landlord...................................................76

ARTICLE 33            Easements........................................................................76

ARTICLE 34            Holdover.........................................................................77

ARTICLE 35            Miscellaneous Provisions and Definitions.........................................78

ARTICLE 36            Extension Terms..................................................................86

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.............................................................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

</TABLE>


                                     TC-2
<PAGE>


                                     DT-4
NY55/444831.7


<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                                   <C>
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
<PAGE>

                            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
<PAGE>

                                    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
nsurance 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
<PAGE>

                            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

</TABLE>


                                     DT-4
<PAGE>


</TEXT>
</DOCUMENT>
