exhibit 10. 1 exhibit 10. 1 assignment of participation interest and termination of participation agreement this assignment of participation interest and termination of participation agreement ( this “ agreement ” ) is made as of the 7th day of april, 2021 by and among rego ii borrower llc, a delaware limited liability company, with a place of business at c / o alexander ’ s, inc., 210 route 4 east, paramus, new jersey 07652 ( “ rego ii ” ), in its capacity as the a - 2 holder under the participation agreement ( as defined below ) ( the “ a - 2 holder ” ), rego ii, in its capacity as borrower under the loan agreement ( as defined below ) ( the “ borrower ” ), bank of china, new york branch, with a place of business at 7 bryant park, 1045 avenue of the americas, 13th floor, new york, new york 10018 ( “ boc ” ), in its capacity as the a - 1 holder under the participation agreement ( the “ a - 1 holder ” ) and boc, in its capacity as lender under the loan agreement ( the “ lender ” ). w i t n e s s e t h : whereas, to refinance the existing indebtedness secured by certain land and improvements located at 61 - 35 junction boulevard, queens, new york ( the “ mortgaged property ” ), lender agreed to provide borrower with a loan in the original principal amount of two hundred fifty - two million five hundred forty - three thousand six hundred six and 53 / 100 dollars ( $ 252, 543, 606. 53 ) ( the “ loan ” ) pursuant to the terms of a that certain amended and restated loan and security agreement between boc and borrower dated as of december 12, 2018 ( as heretofore amended and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “ loan agreement ” ) ; whereas, the loan is evidenced by that certain second amended and restated promissory note, dated as of december 12, 2018 in the original principal amount of two hundred fifty - two million five hundred forty - three thousand six hundred six and 53 / 100 dollars ( $ 252, 543, 606. 53 ) ( the “ note ” ) and secured by, among other things, that second amended and restated mortgage, assignment of leases and rents and security agreement