Citigroup (C)

Delivery and Use of Premises

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

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

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

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

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

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

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

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

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

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ARTICLE 3

Delivery and Use of Premises

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

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

2.02. (a) Subject to any applicable Legal Requirements, the Premises may be used by Tenant and Tenant’s Affiliates and any persons claiming by, through or under Tenant (including, without limitation, any subtenants of Tenant permitted under Article 7) for any lawful purposes, including, without limitation, administrative, executive and general offices, trading facilities, data center and retail use (including, without limitation, a retail bank and automated teller machines). Notwithstanding the foregoing, Landlord makes no warranty or representation as to the suitability of all or any portion of the Premises for any use, including, without limitation, as a place of public assembly requiring a public assembly permit or a change in the Certificate of Occupancy for the Building or as to whether there will be adequate means of ingress and/or egress or adequate restroom facilities in the event that Tenant requires such a public assembly permit or such a change, and Landlord shall have no liability to Tenant in connection therewith (provided, however, that Landlord shall reasonably cooperate with Tenant’s application for any such public assembly permit or change in the Certificate of Occupancy, subject to Tenant’s obligation to reimburse Landlord for its out-of-pocket expenses, as more particularly set forth below), nor shall Landlord have any obligation to perform any alterations in or to the Premises in order to render it suitable for any use, including, without limitation, the issuance of a public assembly permit or for a change in the Certificate of Occupancy.

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

2.03. If any governmental license or permit (other than a Certificate of Occupancy for the Building) shall be required for the proper and lawful conduct of Tenant’s business in the Premises or any part thereof, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection within thirty (30) days after Landlord’s request therefor. Tenant shall at all times comply in all material respects with the terms and conditions of each such license or permit. Additionally, should Alterations or Tenant’s use of the Premises require any modification or amendment of any Certificate of Occupancy for the Building, Tenant shall, at its expense, take all commercially reasonable actions necessary to procure any such modification or amendment, provided that such action complies with Section 2.02 and shall not subject Landlord or any Landlord Party to any civil or criminal liability therefor (except to the extent that Tenant agrees to indemnify and hold harmless Landlord and all Landlord Parties from any such civil liability). Landlord shall cooperate with Tenant in connection with Tenant’s obtaining of any such governmental license or permit (including any permit required in connection with Tenant’s Alterations) or any

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application by Tenant for any amendment or modification to the Certificate of Occupancy for the Premises or any portion thereof as permitted hereunder, and Landlord shall reasonably promptly execute and deliver any applications, reports or related documents as may be requested by Tenant in connection therewith, provided that Tenant shall reimburse Landlord (as Additional Charges) for all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation and in effecting any such modification or amendment within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord and all Landlord Parties from and against any claims arising in connection with such cooperation or in effecting such modification or amendment, other than any such claims arising from any incorrect information provided by Landlord in connection therewith. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy (without limiting Landlord’s obligations to cooperate with Tenant in connection with any such modifications or amendments as hereinabove set forth).

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

2.04. Notwithstanding anything to the contrary contained in this lease, Tenant shall not lease or sublease any space in or upon the Real Property or the Building (including the Premises) to, or otherwise permit the use of any portion of the space in or on the Real Property or the Building by any tenants or occupants who would use the space for any of the following uses: (i) offices of any governmental agency or quasi-governmental agency, including with respect to any foreign government or the United Nations, an embassy or consulate office, or any agency or department of the foregoing; (ii) medical, dental or other therapeutic or diagnostic services as opposed to medical or health facilities referred to in Section 2.02(a)(viii) of the Amended and Restated Lease which are ancillary and incidental to Tenant’s primary use of the Premises, (iii) abortion clinics; (iv) manufacture, distribution or sale of pornography; (v) dry cleaning plants (as opposed to dry cleaning and laundry stores which do not perform, on site, dry cleaning services); (vi) establishments whose primary sales on their premises are alcoholic beverages; (vii) foreign governments and/or any other entity or person that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential or hotel purposes, (xi) school or classroom (but not training and classroom facilities that are ancillary to the use of the Premises for the uses permitted hereunder); (xii) manufacturing, and (xiii) any use that would violate any Legal Requirement or the Certificate of Occupancy for the Building or that is illegal.

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Each of the uses which are precluded by this Section 2.04 are herein called a “Prohibited Use”. Notwithstanding any of the foregoing, in no event shall any use of the Premises existing as of the date hereof by any Citigroup Tenant or permitted under any Current Occupancy Agreement (so long as any such Currency Occupancy Agreement is in effect, including any amendment, modification or renewal thereof) constitute a Prohibited Use with respect to the portion of the Premises so used unless such use is illegal or falls within the use specified in clauses (i) or (ii) above. Any dispute between Landlord and Tenant as to whether or not a proposed use constitutes a Prohibited Use shall be resolved by arbitration in accordance with the provisions of Article 37.

ARTICLE 3

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

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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

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applications, reports or related documents as may be requested by Tenant in connection therewith, provided that Tenant shall reimburse Landlord (as Additional Charges) for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation, other than any such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Building which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy (without limiting Landlord’s obligations to cooperate with Tenant in connection with any such modifications or amendments as hereinabove set forth).

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

2.04. Notwithstanding anything to the contrary contained in this lease, neither Landlord nor Tenant shall lease or sublease any space in the Building (including the Premises) to, or otherwise permit the use of any portion of the space in or on the Real Property or the Building by any tenants or occupants who would use the space for any of the following uses: (i) offices of any governmental agency or quasi-governmental agency, including with respect to any foreign government or the United Nations, an embassy or consulate office, or any agency or department of the foregoing; (ii) medical, dental or other therapeutic or diagnostic services as opposed to medical or health facilities referred to in Section 2.02(a)(viii) which are ancillary and incidental to Tenant’s primary use of the Premises, (iii) abortion clinics; (iv) manufacture, distribution or sale of pornography; (v) dry cleaning plants (as opposed to dry cleaning and laundry stores which do not perform, on site, dry cleaning services); (vi) establishments whose primary sales on their premises are alcoholic beverages; (vii) foreign governments and any entity that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential purposes, (xi) school or classroom (but not training and classroom facilities that are ancillary to the use of the Premises for the uses permitted hereunder); (xii) manufacturing, and (xiii) any use that would violate any Legal Requirement or the Certificate of Occupancy for the Building or that is illegal. Each of the uses which are precluded by this Section 2.04 are herein called a “Prohibited Use”. Notwithstanding any of the foregoing, in no event shall any use of the Premises existing as of the date hereof by any Citibank Tenant or permitted under any Current Occupancy Agreement (so long as any such Currency Occupancy Agreement is in effect,

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including any amendment, modification or renewal thereof) constitute a Prohibited Use with respect to the portion of the Premises so used unless such use is illegal. Any dispute between Landlord and Tenant as to whether or not a proposed use constitutes a Prohibited Use shall be resolved by arbitration in accordance with the provisions of Article 37.

ARTICLE 3

Delivery and Use of Premises

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2.01. (a) Tenant acknowledges that Tenant has been leasing the Premises pursuant to the Original Lease and inspected the Premises and is fully familiar with the condition thereof. Tenant has accepted each floor of the Premises in their “as is, where is and with all faults” condition, subject to Landlord’s statements in Article 32 and Landlord’s continuing obligations under this lease, and except as otherwise expressly set forth in this lease, Landlord shall not be required to perform any work, install any fixtures or equipment or render any services to make the Building or the Premises ready or suitable for Tenant’s occupancy.

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

2.02. (a) Subject to any applicable Legal Requirements, the Premises may be used by Tenant and any persons claiming by, through or under Tenant (including, without limitation, any subtenants of Tenant permitted under Article 7) for any lawful purposes, including, without limitation, administrative, executive and general offices, trading facilities and retail use (including, without limitation, a retail bank and automated teller machines), all of which are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof) and for the other uses expressly set forth in this Section 2.02. Without in any way limiting the uses permitted under this Section 2.02, the Premises may be used for all lawful purposes reasonably ancillary and incidental to the primary use of the Premises, which ancillary and incidental uses are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof). Without limiting the uses of the Premises such ancillary and incidental uses may include, without limitation:

(i) kitchens, dining facilities, pantries and/or vending machines for the sale of snack foods, alcoholic and non-alcoholic beverages, and other convenience items (which may be supplied by any party selected by Tenant) upon the condition that, notwithstanding anything to the contrary contained herein, (A) no food is prepared or cooked in any Office Floor (exclusive of microwave reheating), except with respect to any kitchen or dining facility located on an Office Floor as of the date of this lease and any kitchen or dining facility that may be installed on an Office Floor in accordance with the provisions of Section 15.09, (B) no food or beverages kept therein or anything else done therein shall cause odors to be emitted therefrom so as to be detectable outside of the Premises, and (C) the portions of the Premises so used shall, at the sole cost and expense of Tenant, be at all times maintained in a clean and sanitary condition and free of vermin and refuse;

(ii) board rooms, conference rooms, meeting rooms and conference centers and facilities;

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(iii) a data center for computer and other electronic data processing, business machine and desktop publishing operations;

(iv) training facilities and classrooms;

(v) duplicating, photographic reproduction and/or offset printing facilities;

(vi) mailroom facilities;

(vii) storage of equipment, records, files and other items;

(viii) medical or health facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith);

(ix) travel services or agencies;

(x) day care facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith and to locate same in a manner that complies with applicable Legal Requirements);

(xi) an auditorium;

(xii) an exercise facility; and

(xiii) a messenger center.

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

(b) Landlord agrees that throughout the Term, Landlord shall not change the Certificate of Occupancy for the Building in a manner which shall (i) materially adversely affect Tenant’s use of the Premises for general, administrative and executive offices or any of the specific uses expressly permitted pursuant to this

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Section 2.02, including, without limitation, the ancillary and incidental uses described in Section 2.02(a), or (ii) materially adversely affect Tenant’s ability to obtain a valid construction permit for any Alterations in the Premises permitted hereunder, or (iii) permit a use that is for a Prohibited Use, or (iv) increase Tenant’s obligations and/or liability under this lease or reduce Tenant’s rights under this lease, unless in each such case consented to by Tenant in Tenant’s discretion; provided, that, Tenant’s consent shall not be required with respect to a change in the Certificate of Occupancy for the Building to (A) a use which is permitted under this lease, or (B) a change that is not restricted by clause (i), (ii) or (iv) above. At Tenant’s request, Landlord agrees to cooperate reasonably with Tenant, at Tenant’s sole cost and expense, in connection with any reasonable changes to the Certificate of Occupancy for the Building required by Tenant for any reasonable use of the Premises by Tenant, provided that (w) such use is permitted pursuant to the terms of this lease, (x) Tenant shall not commence such new use of the Premises until such modification or amendment of the Certificate of Occupancy has been obtained, (y) such change does not materially adversely affect Landlord’s use of portions of the Building not comprising the Premises or (z) such change will not materially adversely affect Landlord’s ability to obtain a valid construction permit for any work Landlord may wish to perform in the Building.

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

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reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation and in effecting any such modification or amendment within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord and Landlord Parties from and against any claims arising in connection with such cooperation or in effecting such modification or amendment, other than any such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy (without limiting Landlord’s obligations to cooperate with Tenant in connection with any such modifications or amendments as hereinabove set forth).

Notwithstanding anything to the contrary contained herein, Tenant shall not at any time use or occupy the Premises or suffer or permit anyone to use or occupy the Premises, or do anything in the Premises, or suffer or permit anything to be done in, brought into or kept on the Premises, which shall (a) violate the then existing Certificate of Occupancy for the Building; provided, that, Landlord has not changed the Certificate of Occupancy in a manner that violates Landlord’s covenants set forth in Section 2.02(b); (b) cause injury to the Building or any equipment, facilities or systems therein; or (c) constitute a violation of any Legal Requirements; or (d) materially adversely affect Landlord’s ability to obtain a valid construction permit for work Landlord may wish to perform at the Building.

2.04. Notwithstanding anything to the contrary contained in this lease, neither Landlord nor Tenant shall lease or sublease any space on the Real Property or in the Building (including the Premises) to, or otherwise permit the use of any portion of the space in or on the Real Property or the Building by any tenants or occupants who would use the space for any of the following uses: (i) offices of any governmental agency or quasi-governmental agency, including with respect to any foreign government or the United Nations, an embassy or consulate office, or any agency or department of the foregoing; (ii) medical, dental or other therapeutic or diagnostic services as opposed to medical or health facilities referred to in Section 2.02(a)(viii) which are ancillary and incidental to a tenant’s (including Tenant’s) primary use of the Premises for administrative, executive and general office use, (iii) abortion clinics; (iv) manufacture, distribution or sale of pornography; (v) dry cleaning plants (as opposed to dry cleaning and laundry stores which do not perform, on site, dry cleaning services); (vi) establishments whose primary sales on their premises are alcoholic beverages; (vii) foreign governments and/or any other entity or person that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential or hotel purposes; provided, that, subject to the provisions of the first sentence of Section 2.02(b), the foregoing shall not apply to Landlord, (xi) school or classroom (but not training and classroom facilities that are ancillary to the use of the Premises for the uses permitted hereunder); (xii)

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manufacturing, and (xiii) any use that would violate any Legal Requirement or the Certificate of Occupancy for the Building or that is illegal. Each of the uses which are precluded by this Section 2.04 are herein called a “Prohibited Use”. Notwithstanding any of the foregoing, in no event shall any use of the Premises existing as of the date hereof by any Citigroup Tenant or permitted under any Current Occupancy Agreement (so long as any such Current Occupancy Agreement is in effect, including any amendment or modification [other than a modification that provided for a change in use that is not permitted hereunder] or renewal thereof) constitute a Prohibited Use with respect to the portion of the Premises so used unless such use is illegal. Any dispute between Landlord and Tenant as to whether or not a proposed use constitutes a Prohibited Use shall be resolved by arbitration in accordance with the provisions of Article 37.

ARTICLE 3

Delivery and Use of Premises

2.01. (a) Tenant acknowledges that Tenant has inspected the Premises and is fully familiar with the condition thereof. Tenant has accepted each floor of the Premises in their “as is” condition, and, subject to Landlord’s continuing obligations under this lease and except as otherwise expressly set forth in this lease, Landlord shall not be required to perform any work, install any fixtures or equipment or render any services to make the Building or the Premises ready or suitable for Tenant’s occupancy.

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

2.02. (a) Subject to any applicable Legal Requirements, the Premises may be used by Tenant and any persons claiming by, through or under Tenant (including, without limitation, any subtenants of Tenant) for any lawful purposes, including, without limitation, administrative, executive and general offices and retail use (including, without limitation, a retail bank and automated teller machines), all of which are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof) and for the other uses expressly set forth in this Section 2.02.

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Without in any way limiting the uses permitted under this Section 2.02, the Premises may be used for all lawful purposes reasonably ancillary and incidental to the primary use of the Premises, which ancillary and incidental uses are permitted by the Certificate of Occupancy for the Building (as the same may be amended in accordance with the terms hereof). Without limiting the uses of the Premises such ancillary and incidental uses may include, without limitation:

(i) kitchens, dining facilities, pantries and/or vending machines for the sale of snack foods, alcoholic and non-alcoholic beverages, and other convenience items (which may be supplied by any party selected by Tenant) upon the condition that, notwithstanding anything to the contrary contained herein, (A) no food is prepared or cooked in any Office Floor (exclusive of microwave reheating), except with respect to any kitchen or dining facility located on an Office Floor as of the date of this lease and any kitchen or dining facility that may be installed on an Office Floor in accordance with the provisions of Section 15.09, (B) no food or beverages kept therein or anything else done therein shall cause odors to be emitted therefrom so as to be detectable outside of the Premises, and (C) the portions of the Premises so used shall, at the sole cost and expense of Tenant, be at all times maintained in a clean and sanitary condition and free of vermin and refuse;

(ii) board rooms, conference rooms, meeting rooms and conference centers and facilities;

(iii) a data center for computer and other electronic data processing, business machine and desktop publishing operations;

(iv) training facilities and classrooms;

(v) duplicating, photographic reproduction and/or offset printing facilities;

(vi) mailroom facilities;

(vii) storage of equipment, records, files and other items;

(viii) medical or health facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith);

(ix) travel services or agencies;

(x) day care facilities (subject to Tenant’s obligation to procure all required licenses and permits in connection therewith and to locate same in a manner that complies with applicable Legal Requirements);

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(xi) an auditorium;

(xii) an exercise facility; and

(xiii) a messenger center.

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

(b) Landlord agrees that throughout the term of this lease, Landlord shall not change the Certificate of Occupancy for the Building in a manner which shall (i) adversely affect Tenant’s use of the Premises for general, administrative and executive offices or any of the specific uses expressly permitted pursuant to this Section 2.02, including, without limitation, the ancillary and incidental uses described in Section 2.02(a), or (ii) affect Tenant’s ability to obtain a valid construction permit for any Alterations in the Premises, or (iii) permit a use that is not ancillary to general, executive and administrative offices or is for a Prohibited Use, unless in each such case consented to by Tenant (which consent may be granted or withheld by Tenant in its sole discretion). At Tenant’s request, Landlord agrees to cooperate reasonably with Tenant, at Tenant’s sole cost and expense, in connection with any reasonable changes to the Certificate of Occupancy for the Building required by Tenant for any reasonable use of the Premises by Tenant, provided such use is permitted pursuant to the terms of this lease.

2.03. If any governmental license or permit (other than a Certificate of Occupancy for the Building) shall be required for the proper and lawful conduct of Tenant’s business in the Premises or any part thereof, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection within thirty (30) days after Landlord’s request therefor. Tenant shall at all times comply in all material respects with the terms and conditions of each such license or permit. Additionally, should Alterations or Tenant’s use of the Premises for other than executive and general offices or retail use require any modification or amendment of any Certificate of Occupancy for the Building, Tenant shall, at its expense, take all commercially reasonable actions necessary to procure any such modification or amendment, provided that such action shall not subject Landlord or any of its principals

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to any civil or criminal liability therefor (except to the extent that Tenant agrees to indemnify and hold harmless Landlord and/or its principals from any such civil liability), and shall reimburse Landlord (as Additional Charges) for all reasonable out-of-pocket costs and expenses Landlord incurs in effecting said modifications or amendments within thirty (30) days after demand therefor accompanied by reasonably satisfactory documentation of such costs and expenses. Landlord shall cooperate with Tenant in connection with Tenant’s obtaining of any such governmental license or permit (including any permit required in connection with Tenant’s Alterations) or any application by Tenant for any amendment or modification to the Certificate of Occupancy for the Building, and Landlord shall reasonably promptly execute and deliver any applications, reports or related documents as may be requested by Tenant in connection therewith, provided that Tenant shall reimburse Landlord (as Additional Charges) for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses, and further provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation, other than any such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Building which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any use of the Premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy (without limiting Landlord’s obligations to cooperate with Tenant in connection with any such modifications or amendments as hereinabove set forth).

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

2.04. Notwithstanding anything to the contrary contained in this lease, neither Landlord nor Tenant shall lease or sublease any space in the Building (including the Premises) to, or otherwise permit the use of any portion of the space in or on the Real Property or the Building by any tenants or occupants who would use the space for any of the following uses: (i) offices of any governmental agency or quasi-governmental agency, including with respect to any foreign government or the United Nations, an embassy or consulate office, or any agency or department of the foregoing; (ii) medical, dental or other therapeutic or diagnostic services as opposed to medical or health facilities referred to in Section 2.02(a)(viii) which are ancillary and incidental to Tenant’s primary use of the Premises, (iii) abortion clinics; (iv) manufacture, distribution or sale of pornography; (v) dry cleaning plants (as opposed to dry cleaning and laundry stores which do not perform, on site, dry cleaning services); (vi) establishments whose primary sales on their

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premises are alcoholic beverages; (vii) foreign governments and any entity that is entitled to sovereign immunity; (viii) military recruitment office; (ix) retail use on any Office Floor with off-street public traffic; (x) residential purposes, (xi) school or classroom (but not training and classroom facilities that are ancillary to the use of the Premises for the uses permitted hereunder); (xii) manufacturing, and (xiii) any use that would violate any Legal Requirement or the Certificate of Occupancy for the Building or that is illegal. Each of the uses which are precluded by this Section 2.04 are herein called a “Prohibited Use“. Notwithstanding any of the foregoing, in no event shall any use of the Premises existing as of the date hereof by any Citibank Tenant or permitted under any Current Occupancy Agreement (so long as any such Currency Occupancy Agreement is in effect, including any amendment, modification or renewal thereof) constitute a Prohibited Use with respect to the portion of the Premises so used unless such use is illegal. Any dispute between Landlord and Tenant as to whether or not a proposed use constitutes a Prohibited Use shall be resolved by arbitration in accordance with the provisions of Article 37.

ARTICLE 3