Memorandum of Lease for Citigroup (C)

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. The form of memorandum of lease annexed hereto as Exhibit I-1 is hereby approved by both Landlord and Tenant for purposes of this Article 31. On the Commencement Date, Tenant shall deliver to Landlord’s attorney’s, Fried, Frank, Harris, Shriver & Jacobson LLP (the “Escrow Agent”), as escrow agent pursuant to escrow arrangements mutually satisfactory to the parties thereto, an executed and notarized release of the memorandum of lease, in form attached hereto as Exhibit I-2, and approved by the Escrow Agent as being in proper form to effectuate a release of the memorandum of record, which release shall be held in escrow by the Escrow Agent until the expiration or earlier termination of this lease (the “Escrowed Release”). An assignee of Tenant pursuant to Article 7 shall deliver to Escrow Agent a replacement of the Escrowed Release executed and notarized by such assignee. If, due to changes in applicable Legal Requirements, modifications are required to be made to the Escrowed Release then in escrow in order to effectuate a release of the memorandum following the expiration or earlier termination of this lease, upon the request of Landlord, Tenant shall execute and deliver to the Escrow Agent a replacement Escrowed Release. Following the expiration or earlier termination of this lease, Landlord shall provide Escrow Agent with notice of such expiration and the Escrowed Release shall be delivered to Landlord for recordation. Notwithstanding the foregoing, in the event supplemental or additional documentation (including, without limitation, transfer tax forms) is required in order to remove the memorandum of record at the end of the Term, Tenant shall execute and deliver such supplemental or additional documentation as may be reasonable requested by Landlord, in each case in form and substance mutually satisfactory to the parties. The provisions of this Article 31 shall survive the expiration or earlier termination of this lease.

76

ARTICLE 32

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. The form of memorandum of lease annexed hereto as Exhibit I-1 is hereby approved by both Landlord and Tenant for purposes of this Article 31. On the Commencement Date, Tenant shall deliver to Landlord’s attorney’s, Fried, Frank, Harris, Shriver & Jacobson LLP (the “Escrow Agent”), as escrow agent pursuant to escrow arrangements mutually satisfactory to the parties thereto, an executed and notarized release of the memorandum of lease, in form attached hereto as Exhibit I-2, and approved by the Escrow Agent as being in proper form to effectuate a release of the memorandum of record, which release shall be held in escrow by the Escrow Agent until the date (the “Applicable Release Date”) that is the later to occur of (x) the expiration or earlier termination of this lease and (y) if the Amended and Restated Lease were in effect, the expiration or earlier termination of the Amended and Restated Lease (the “Escrowed Release”). An assignee of Tenant pursuant to Article 7 shall deliver to Escrow Agent a replacement of the Escrowed Release executed and notarized by such assignee. If, due to changes in applicable Legal Requirements, modifications are required to be made to the Escrowed Release then in escrow in order to effectuate a release of the memorandum following the Applicable Release Date, upon the request of Landlord, Tenant shall execute and deliver to the Escrow Agent a replacement Escrowed Release. Following the expiration of the Applicable Release Date, Landlord shall provide Escrow Agent with notice of such expiration and the Escrowed Release shall be delivered to Landlord for recordation. Notwithstanding the foregoing, in the event supplemental or additional documentation (including, without limitation, transfer tax forms) is required in order to remove the memorandum of record at the end of the Applicable Release Date, Tenant shall execute and deliver such supplemental or additional documentation as may be reasonable requested by Landlord, in each case in form and substance mutually satisfactory to the parties. The provisions of this Article 31 shall survive the expiration or earlier termination of this lease.

ARTICLE 32

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

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.


NAME AND ADDRESS OF LANDLORD:		388 Realty Owner LLC c/o SL Green Realty Corp. 420 Lexington Avenue New York, New York 10170

NAME AND ADDRESS OF TENANT:		Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
DATE OF LEASE:		As of December , 2007

DESCRIPTION OF PREMISES:		The Premises consist of the land and improvements (the “Building”) thereon located 390 Greenwich Street, New York, New York such land being more particularly described in Schedule A attached hereto (the “Real Property”).

COMMENCEMENT DATE OF INITIAL TERM:		December , 2007

EXPIRATION DATE OF INITIAL TERM:		December , 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 three (3) ten (10) year extension options. The extension options are more particularly described in Article 36 of the Lease.

RIGHT TO GRANT LEASEHOLD MORTGAGES		During the period that Tenant leases the entire Building, 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


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 will survive the termination of the Lease

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

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease on the date hereinabove first set forth.


WITNESS:		LANDLORD:

By:		388 REALTY OWNER LLC, a Delaware limited liability company
	Print Name
		By:	388 Realty Mezz LLC, a Delaware limited liability company, its sole member

		By:	Building Exchange Company, a Virginia corporation, its sole member

		By:
		Name:
		Title:

WITNESS:		TENANT:

By:		CITIGROUP GLOBAL MARKETS INC., a New York corporation
	Print Name

		By:
		Name:
		Title:

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State of New York
	}	SS:
County of New York

On the day of in the year 2007 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 2007 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

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SCHEDULE A

Legal Description

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EXHIBIT I-2

FORM OF TERMINATION OF MEMORANDUM OF LEASE

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.


NAME AND ADDRESS OF LANDLORD:		388 Realty Owner LLC c/o SL Green Realty Corp. 420 Lexington Avenue New York, New York 10170

NAME AND ADDRESS OF TENANT:		Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

DATE OF LEASE:		As of December , 2007

DESCRIPTION OF PREMISES:		The Premises consist of the land and improvements (the “Building”) thereon located 388 Greenwich Street, New York, New York such land being more particularly described in Schedule A attached hereto (the “Real Property”); provided, that, the premises demised under the Lease may be reduced subject to and in accordance with Tenant’s extension option described in Article 36 of the Lease.

COMMENCEMENT DATE OF INITIAL TERM:		December , 2007

EXPIRATION DATE OF INITIAL TERM:		December , 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 three (3) ten (10) year extension options. The extension options are more particularly described in Article 36 of the Lease.

RIGHT TO GRANT LEASEHOLD MORTGAGES		During the period that Tenant leases the entire Building, 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

I-1


		as more particularly set forth in the Lease, including Article 43 thereof.

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; provided, that Tenant’s rights with respect to signs, banners, flags, monuments, kiosks and other means of identification shall be exclusive only during the period that Tenant leases the entire Building, and during the period that Tenant does not lease the entire Building, Tenant’s rights with respect thereto shall be as set forth in Article 16 of the Amended and Restated Lease (a copy of which is annexed to the Lease as Exhibit J).

ROOFTOP RIGHTS:		Tenant has exclusive rights with respect to the rooftop of the Building, as more particularly described in Article 39 of the Lease; provided, that Tenant’s rights with respect to rooftop shall be exclusive only during the period that Tenant leases the entire Building, and during the period that Tenant does not lease the entire Building, Tenant’s rights with respect thereto shall be as set forth in Article 39 of the Amended and Restated Lease.

SURVIVING OBLIGATIONS:		Landlord’s obligations pursuant to Section 3.05(a) of the lease will survive the termination of the Lease

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

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease on the date hereinabove first set forth.


WITNESS:		LANDLORD:

By:		388 REALTY OWNER LLC, a Delaware limited
	Print Name	liability company

		By: 388 Realty Mezz LLC, a Delaware limited liability company, its sole member

		By: Building Exchange Company, a Virginia corporation, its sole member

		By:
		Name:
		Title:

WITNESS:		TENANT:

By:		CITIGROUP GLOBAL MARKETS INC., a New
	Print Name	York corporation

		By:
		Name:
		Title:

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State of New York
		} SS:
County of New York

On the day of in the year 2007 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 2007 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

SCHEDULE A

Legal Description

I-5

EXHIBIT I-2

FORM OF TERMINATION OF MEMORANDUM OF LEASE

MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE, dated as of the day of , 20 (this “Termination”) by and between 388 REALTY OWNER LLC, a Delaware limited liability company, having an office at c/o SL Green Realty Corp., 420 Lexington Avenue, New York, New York 10170 (“Landlord”) and CITIGROUP GLOBAL MARKETS INC., a New York corporation, having an office at 388 Greenwich Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant are parties to a certain Lease, dated as of December , 2007 (“Lease”) pursuant to which Landlord leased to Tenant, and Tenant hired from Landlord, that certain building commonly known as 390 Greenwich Street, New York, New York, more particularly bounded and described as set forth in Schedule 1 annexed hereto; and

WHEREAS, in accordance with Section 291-c of the New York State Real Property Law and Section 31.01 of the Lease, the parties recorded a memorandum of lease (the “Memorandum”) summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease;

NOW, THEREFORE, Landlord and Tenant declare as follows:

1. Memorandum of Lease. The Memorandum was recorded in the office of the Register of The City of New York on , 20 , bearing City Register File No. (CFRN) .

2. Termination of Lease. The Lease has terminated and is of no further force and effect.

3. Termination of Memorandum of Lease. In connection with the termination of the Lease, the Memorandum is of no further force and effect and the parties hereto wish to terminate the Memorandum pursuant to the recordation of this Termination.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

I-2-2

IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Termination as of the date first set forth above.


LANDLORD:

388 REALTY OWNER LLC, a Delaware limited liability company

By:		388 Realty Mezz LLC, a Delaware limited liability company, its sole member

By:		Building Exchange Company, a Virginia corporation, its sole member


By:
Name:
Title:

TENANT:

CITIGROUP GLOBAL MARKETS INC., a New York corporation

By:
Name:
Title:

I-2-3

MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE, dated as of the day of , 20 (this “Termination”) by and between 388 REALTY OWNER LLC, a Delaware limited liability company, having an office at c/o SL Green Realty Corp., 420 Lexington Avenue, New York, New York 10170 (“Landlord”) and CITIGROUP GLOBAL MARKETS INC., a New York corporation, having an office at 388 Greenwich Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant are parties to a certain Lease, dated as of December , 2007 (“Lease”) pursuant to which Landlord leased to Tenant, and Tenant hired from Landlord, that certain building commonly known as 388 Greenwich Street, New York, New York, more particularly bounded and described as set forth in Schedule 1 annexed hereto; and

WHEREAS, in accordance with Section 291-c of the New York State Real Property Law and Section 31.01 of the Lease, the parties recorded a memorandum of lease (the “Memorandum”) summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease;

NOW, THEREFORE, Landlord and Tenant declare as follows:

1. Memorandum of Lease. The Memorandum was recorded in the office of the Register of The City of New York on , 20 , bearing City Register File No. (CFRN) .

2. Termination of Lease. The Lease has terminated and is of no further force and effect.

3. Termination of Memorandum of Lease. In connection with the termination of the Lease, the Memorandum is of no further force and effect and the parties hereto wish to terminate the Memorandum pursuant to the recordation of this Termination.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

I-2-2

IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Termination as of the date first set forth above.


LANDLORD:

388 REALTY OWNER LLC, a Delaware limited liability company

By: 388 Realty Mezz LLC, a Delaware limited liability company, its sole member

By: Building Exchange Company, a Virginia corporation, its sole member

By:
Name:
Title:

TENANT:

CITIGROUP GLOBAL MARKETS INC., a New York corporation

By:
Name:
Title:

I-2-3

Memorandum of Lease

31.01. Tenant shall not record this lease, but Landlord hereby acknowledges that contemporaneous with the execution and delivery of the Original Lease, 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 was submitted for recording. The parties hereto further acknowledge that contemporaneous with the execution and delivery of the Original Lease, Tenant delivered to Landlord’s attorney’s, Fried, Frank, Harris, Shriver & Jacobson LLP(the “Escrow Agent”), as escrow agent pursuant to escrow arrangements mutually satisfactory to the parties thereto, an executed and notarized release of the memorandum of lease, in form attached hereto as Exhibit R-2, and approved by the Escrow Agent as being in proper form to effectuate a release of the memorandum of record. Such release shall be held in escrow by the Escrow Agent until the expiration of the Term (the “Escrowed Release”). An assignee of Tenant pursuant to Article 7 shall deliver to Escrow Agent a replacement of the Escrowed Release executed and notarized by such assignee. If, due to changes in applicable Legal Requirements, modifications are required to be made to the Escrowed Release then in escrow in order to effectuate a release of the memorandum following the Term, upon the request of Landlord, Tenant shall execute and deliver to the Escrow Agent a replacement Escrowed Release. Following the expiration of the Term, Landlord shall provide Escrow Agent with notice of such expiration and the Escrowed Release shall be delivered to Landlord for recordation. Notwithstanding the foregoing, in the event supplemental or additional documentation (including, without limitation, transfer tax forms) is required in order to remove the memorandum of record at the end of the Term, Tenant shall execute and deliver such supplemental or additional documentation as may be reasonable requested by Landlord, in each case in form and substance mutually satisfactory to the parties.

ARTICLE 32

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 R is hereby approved by both Landlord and Tenant for purposes of this Article 31.

ARTICLE 32

MEMORANDUM OF LEASE

THIS TERMINATION OF MEMORANDUM OF LEASE, dated as of the day of , 20 (this “Termination”) by and between 388 REALTY OWNER LLC, a Delaware limited liability company, having an office at c/o SL Green Realty Corp., 420 Lexington Avenue, New York, New York 10170 (“Landlord”) and CITIGROUP GLOBAL MARKETS INC., a New York corporation, having an office at 388 Greenwich Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant are parties to a certain Lease, dated as of December , 2007 (“Lease”) pursuant to which Landlord leased to Tenant, and Tenant hired from Landlord, that certain building commonly known as 388 Greenwich Street, New York, New York, more particularly bounded and described as set forth in Schedule 1 annexed hereto; and

WHEREAS, in accordance with Section 291-c of the New York State Real Property Law and Section 31.01 of the Lease, the parties recorded a memorandum of lease (the “Memorandum”) summarizing certain (but not all) of the provisions, covenants and conditions set forth in the Lease;

NOW, THEREFORE, Landlord and Tenant declare as follows:

1. Memorandum of Lease. The Memorandum was recorded in the office of the Register of The City of New York on , 20 , bearing City Register File No. (CFRN) .

2. Termination of Lease. The Lease has terminated and is of no further force and effect.

3. Termination of Memorandum of Lease. In connection with the termination of the Lease, the Memorandum is of no further force and effect and the parties hereto wish to terminate the Memorandum pursuant to the recordation of this Termination.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Exhibit R-2-2

IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Termination as of the date first set forth above.


LANDLORD:

388 REALTY OWNER LLC,
a Delaware limited liability company

By:
Name:
Title:

TENANT:

CITIGROUP GLOBAL MARKETS INC.,
a New York corporation

By:
Name:
Title:

Exhibit R-2-3

MEMORANDUM OF LEASE

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease.


NAME AND ADDRESS
OF LANDLORD:


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 *[ , 20 ]*

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:		*[ , 20 ]*

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.

RIGHT OF FIRST OFFER		The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described

R-2


TO PURCHASE:		in Article 44 of the Lease.

NAMING AND SIGNAGE RIGHTS:		Tenant has the right to name the Building, and Tenant has 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 certain rights with respect to the rooftop of the Building, as more particularly described in Article 39 of the Lease.

SURVIVING OBLIGATIONS:		Landlord’s and Tenant’s obligations pursuant to Section 35.06 and Article 45 of the lease will 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.

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]

R-3

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:

R-4


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

R-5

SCHEDULE A

Legal Description

R-6

EXHIBIT S

Legal Description-Adjacent Parcel

S-1

Citigroup (C)

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