Citigroup (C)

Easements

33.01. So long as Tenant is a Citigroup Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the operation of the Real Property, which purposes may include, without limitation, (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) providing ingress and egress between the Real Property and the land and building located at 388 Greenwich Street, New York, New York (the “Adjacent Parcel”), and/or (iii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the Adjacent Parcel, and/or (iv) Cogeneration Procurement so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements pursuant to their terms terminate on the Expiration Date or earlier termination of this lease or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of clause (ii), the Adjacent Parcel is owned, controlled or occupied by Named Tenant or any of its Affiliates, and if requested by Landlord at time that there is at least (1) year remaining in the Term, Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall use commercially reasonable efforts to cause any Superior Mortgagee to recognize same as part of any Superior Mortgage SNDA Agreement; it being understood and agreed that notwithstanding anything to the contrary contained in this lease, the recognition of, and non-disturbance of Tenant’s rights under, the Reciprocal Easement Agreement under a Superior Mortgage SNDA Agreement is as a condition to the subordination of the Reciprocal Easement Agreement to any such Superior Mortgage. Landlord hereby approves the Cable Interconnect between the Building and Adjacent Parcel as more particularly set forth in Exhibit K attached hereto. Any such aforementioned easement or other agreement, including the Reciprocal Easement Agreement, shall be subject and subordinate to this lease, and Tenant, subject to the terms of such easement or other agreement, agrees to perform or cause to be performed, all of its obligations thereunder subject to and in accordance with the terms thereof; it being understood and agreed that Tenant shall not be deemed in default of the foregoing if Tenant shall be disputing the validity of any such obligation. The parties hereto acknowledge that contemporaneous with the execution and delivery of this lease, Tenant and Landlord have executed and delivered that certain Reciprocal Easement Agreement in the form attached hereto as Exhibit L the

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“Reciprocal Easement Agreement”), which Tenant may record. Landlord acknowledges that Tenant has been delegated with all the rights of Landlord under the Reciprocal Easement Agreement, and Tenant acknowledges that Tenant is responsible for all obligations thereunder, subject to and in accordance with the terms thereof arising during the Term.

ARTICLE 34

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

Easements

33.01. So long as Tenant is a Citigroup Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the operation of the Real Property, which purposes may include, without limitation, (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) providing ingress and egress between the Real Property and the land and building located at 390 Greenwich Street, New York, New York (the “Adjacent Parcel”), and/or (iii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the Adjacent Parcel, and/or (iv) Cogeneration Procurement so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements pursuant to their terms terminate on the Expiration Date or earlier termination of this lease or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of clause (ii), the Adjacent Parcel is owned, controlled or occupied by Named Tenant or any of its Affiliates, and if requested by Landlord at time that there is at least (1) year remaining in the Term, Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall use commercially reasonable efforts to cause any Superior Mortgagee to recognize same as part of any Superior Mortgage SNDA Agreement; it being understood and agreed that notwithstanding anything to the contrary contained in this lease, the recognition of, and non-disturbance of Tenant’s rights under, the Reciprocal Easement Agreement under a Superior Mortgage SNDA Agreement is as a condition to the subordination of the Reciprocal Easement Agreement to any such Superior Mortgage. Landlord hereby approves the Cable Interconnect between the Building and Adjacent Parcel as more particularly set forth in Exhibit K attached hereto. Any such aforementioned easement or other agreement, including the Reciprocal Easement Agreement, shall be subject and subordinate to this lease, and Tenant, subject to the terms of such easement or other agreement, agrees to perform or cause to be performed, all of its obligations thereunder subject to and in accordance with the terms thereof; it being understood and agreed that Tenant shall not be deemed in default of the foregoing if Tenant shall be disputing the validity of any such obligation. The parties hereto acknowledge that contemporaneous with the execution and delivery of this lease, Tenant and Landlord have executed and delivered that certain Reciprocal Easement Agreement in the form attached hereto as Exhibit L the “Reciprocal Easement Agreement”), which Tenant may record. Landlord acknowledges that Tenant has been delegated with all the rights of Landlord under the Reciprocal Easement Agreement, and Tenant acknowledges that Tenant is responsible

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for all obligations thereunder, subject to and in accordance with the terms thereof arising during the Term.

ARTICLE 34

Easements

33.01. So long as Tenant is a Citigroup Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the operation of the Real Property, which purposes may include, without limitation, (i) extending the sidewalks and/or closing off streets adjacent to Premises, and/or (ii) providing ingress and egress between the Real Property and the land and building located at 390 Greenwich Street, New York, New York (the “Adjacent Parcel”), and/or (iii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the Adjacent Parcel and/or (iv) Cogeneration Procurement so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements pursuant to their terms terminate on the Expiration Date or earlier termination of this lease (c) any such easement and agreement do not materially adversely affect Landlord’s ability to operate a multi-tenant Building under the Amended and Restated Lease or (d) any such easements and agreements do not adversely affect Landlord’s ability to sell or finance Landlord’s interest in the Real Property, and (e) in the case of clause (ii), the Adjacent Parcel is owned, controlled or occupied by Named Tenant or any of its Affiliates, and Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall use commercially reasonable efforts to cause any Superior Mortgagee to recognize same as part of any Superior Mortgage SNDA Agreement; it being understood and agreed that notwithstanding

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anything to the contrary contained herein, the recognition of, and non-disturbance of Tenant’s rights under, the Reciprocal Easement Agreement (as such term is defined in the Original Lease) under a Superior Mortgage SNDA Agreement is as a condition to the subordination of the Reciprocal Easement Agreement to any such Superior Mortgage. Landlord hereby approves the Cable Interconnect between the Building and Adjacent Parcel as more particularly set forth in Exhibit P attached hereto. Any such aforementioned easement or other agreement, including the Reciprocal Easement Agreement, shall be subject and subordinate to this lease, and Tenant, subject to the terms of such easement or other agreement, agrees to perform or cause to be performed, all of its obligations thereunder subject to and in accordance with the terms thereof; it being understood and agreed that Tenant shall not be deemed in default of the foregoing if Tenant shall be disputing the validity of any such obligation. Landlord acknowledges that Tenant has been delegated with all the rights of Landlord under the Reciprocal Easement Agreement, and Tenant acknowledges that Tenant is responsible for all obligations thereunder, subject to and in accordance with the terms thereof arising during the Term.

ARTICLE 34

Easements

33.01. So long as Tenant is a Citibank Tenant, Tenant shall have the right to grant easements or enter into reciprocal easement or other agreements to the extent desirable for the purposes of (i) extending the sidewalks and/or closing off streets adjacent to Premises, and (ii) running, maintaining and operating telecommunication cabling (herein called “Cables”) between the Real Property and the improvements, if any, to be constructed on that certain land located in Long Island City, New York more particular shown as Phase I and Phase II on Exhibit S annexed hereto (the “Adjacent Parcel”) (which easements, at the election of Tenant, may run with the land) so long as (a) any such easements and agreements do not materially reduce the value of the Premises, (b) any such easements and agreements do not materially adversely affect Landlord’s ability to operate the Building as a multi-tenant building or (c) any such easements and agreements do not adversely affect Landlord’s ability to finance Landlord’s interest in the Real Property, and (d) in the case of item (ii), the Adjacent Parcel is owned, controlled or occupied by Citibank, N.A. or any of its Affiliates, and Tenant, at its sole cost and expense, will be responsible to disconnect the Cables from the Adjacent Building and the Building and, if necessary, seal up any connecting pipes or conduits relating thereto, if the Cables are no longer being used by an occupant of both the Building and the Adjacent Building. Landlord shall, at no cost to Landlord, join in the grant of any such easements and shall cause any Superior Mortgagee to subordinate the lien of its mortgage or deed of trust thereto.

ARTICLE 34