Citigroup (C)

Assignment, Subletting and Mortgaging

7.01. Subject to the provisions of this Article 7, Tenant may (a) assign or otherwise transfer this lease or the term and estate hereby granted without Landlord’s consent, provided that no assignee of this lease shall be a person that is entitled to sovereign immunity, and/or (b) for so long as a Citibank Tenant is the tenant under this lease (but not otherwise), mortgage, pledge, encumber or otherwise hypothecate this lease or the Premises or any part thereof in any manner whatsoever (including, without limitation, entering into any Leasehold Mortgage) without Landlord’s consent and/or (c) sublet the Premises or any part thereof (including, without limitation, any portion of the roof) and allow the same to be used, occupied and/or utilized by anyone other than Tenant at any time and from time to time without Landlord’s consent, provided and upon the condition that (i) this lease is in full force and effect, (ii) the sublease conforms with the provisions of Sections 7.06 and 7.07, (iii) no subtenant shall be a person that is entitled to sovereign immunity and (iv) no sublease shall be for a Prohibited Use. A list of subleases and other third party agreements that encumber the Real Property as of the date hereof is attached hereto as Schedule 3 (herein called “Current Occupancy Agreements”). Landlord acknowledges that Tenant is entitled to all revenue generated from the Current Occupancy Agreements as well as from any other subleases, licenses, assignments or other agreements entered into by Tenant during the term of this lease with respect to all or any portion of the Real Property and Tenant acknowledges that it is responsible for all obligations of the lessor under the Current Occupancy Agreements, whether arising before or after the date of this lease. Anything contained in this Article 7 to the contrary notwithstanding, in no event shall Tenant or any subtenant (of any tier) of Tenant market all or any portion of the Office Floors to third parties for sublease, nor enter into any third-party sublease of all or any portion of an Office Floor for the twelve (12) month period commencing immediately after (a) the date on which the Surrender Notice was given and/or (b) the date on which an Extension Election Notice with respect to the Option Two Extension Premises or the Option Three Extension Premises was given; it being understood and agreed that the foregoing shall not apply to any subleases to Affiliates of Tenant or with respect to any of the Current Occupancy Agreements.

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

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

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

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

“Named Tenant” shall mean Citibank, N.A.

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

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

7.04. Any assignment or transfer of this lease shall be made only if, and shall not be effective until, the assignee (except in the case where Tenant and such assignee are the same legal entity) shall execute, acknowledge and deliver to Landlord an agreement whereby the assignee shall assume, from and after the effective date of such assignment (or, in the case of an entity which has purchased all or substantially all of Tenant’s assets or which is a successor to Tenant by merger, acquisition, consolidation or change of control, from and after the Commencement Date) the obligations of this lease

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on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions of this Article 7 shall, notwithstanding such assignment or transfer, continue to be binding upon such assignee in respect of all future assignments and transfers. The Named Tenant and any subsequent assignor of this lease covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this lease, and notwithstanding the acceptance of any of the Fixed Rent and/or Additional Charges by Landlord from an assignee, transferee, or any other party, the Named Tenant (and any subsequent assignor of this lease) shall remain fully liable for the payment of the Fixed Rent and Additional Charges and for the other obligations of this lease on the part of Tenant to be performed or observed.

7.05. (a) The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this lease, or by any waiver or failure of Landlord to enforce any of the obligations of this lease; provided however, that in the case of any modification of this lease after an assignment of this lease which increases the obligations of or decreases the rights of Tenant, the Named Tenant and any subsequent assignor of this lease shall not be liable for any such increase or decrease unless it has given its written consent thereto (which consent may be granted or withheld in such party’s sole discretion), provided and on the condition that the Tenant under this lease at the time of such modification is not an Affiliate of the Named Tenant or such subsequent assignor, as the case may be, and Landlord has been notified in writing thereof. Citibank, N.A. hereby expressly waives the right to assert any legal or equitable principle that would permit Citibank, N.A. to claim that it is not primarily liable as Tenant under this lease at any time following an assignment of this lease by Citibank, N.A., except to the extent Landlord agreed in writing to release Citibank, N.A. from liability under this lease or otherwise agreed in writing that Citibank, N.A. would not be primarily liable under this lease; it being understood and agreed that the foregoing shall not vitiate the provisions of the preceding sentence respecting any modification of this lease made after an assignment of this lease.

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

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

7.06. No sublease shall be for a term (including any renewal rights contained in the sublease) extending beyond the Expiration Date.

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

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

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

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

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

7.08. Each subletting shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this lease. Tenant shall and will remain

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

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

(b) Landlord shall, within ten (10) Business Days after Tenant’s request accompanied by an executed counterpart of a Qualifying Sublease, deliver a Landlord’s Non-Disturbance Agreement to Tenant and the subtenant under such Qualifying Sublease.

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

(i) which is with a subtenant which is not entitled to sovereign immunity, and whose intended use of the Premises, or the relevant part thereof, will not violate the terms of this lease and is in keeping with the standards of the Building which are consistent with first class office buildings located in Manhattan that are comparable to the Building (herein called “Comparable Buildings”);

(ii) which is with a subtenant which has, or whose guarantor of such subtenant’s obligations under such Qualifying Sublease (which guarantee shall be in a form reasonably acceptable to Landlord) has, as of the date of execution of such Qualifying Sublease, a net worth, exclusive of good will, computed in accordance with GAAP, equal to or greater than ten (10) times the annual Minimum Sublease Rent and Landlord has been provided with proof thereof reasonably satisfactory to Landlord;

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

(iv) which demises not less than one full Office Floor; provided, that the requirements of this subclause (iv) shall not apply in the case of any retail space, the cafeteria and/or fitness center;

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(v) which is for a sublease term of not less than five (5) years;

(vi) which provides for rentals which on a rentable square foot basis are equal to or in excess of the Fixed Rent, Operating Expenses and Net Taxes Additional Charges for such period (herein called the “Minimum Sublease Rent”), or, in the alternative, provides for a rental rate that is less than the Minimum Sublease Rent, but will automatically be increased to an amount that is equal to all of the same economic terms and conditions (including, without limitation, Fixed Rent, Operating Expenses and Net Taxes Additional Charges) that would have been applicable as between Landlord and Tenant hereunder with respect to the space demised by such Qualifying Sublease for the period commencing on such date of attornment and ending on the expiration date of such Qualifying Sublease; and

(vii) grants to the subtenant no greater rights and imposes on the subtenant no lesser obligations than the rights granted to and obligations imposed on Tenant, respectively, pursuant to the form of Amended and Restated Lease, grants no lesser rights to Tenant, as sublessor, and imposes no greater obligations on Tenant, as sublessor, than the rights granted to and obligations imposed on Landlord pursuant to the form of Amended and Restated Lease.

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