Citigroup (C)

Original Lease

45.01. Landlord and Tenant hereby covenant and agree that from and after the date hereof (the “Restated Commencement Date”), the Original Lease shall be of no further force or effect and the Original Lease and any and all amendments and modifications thereto and understandings in connection therewith, whether oral or written, shall be collectively merged, restated and amended in their entirety pursuant to this lease. Notwithstanding anything contained herein to the contrary, this restatement and amendment of the Original Lease shall have no effect whatsoever on the rights and obligations of Landlord and Tenant accruing thereunder for the period on or prior to the Restated Commencement Date, including, without limitation, Landlord’s obligation to reimburse Tenant for all unpaid Landlord Reimbursement Amounts (as defined in the Original Lease) whether or not the amount of Landlord Reimbursement Amounts is determinable as of the Restated Commencement Date and Tenant’s corresponding right to offset any unpaid Landlord Reimbursement Amounts against Fixed Rent and Additional Charges hereunder and for purposes thereof all the provisions of Article 3 of the Original Lease specifically relating thereto are incorporated herein by reference, and all such rights and obligations shall survive the Restated Commencement Date and the expiration of this lease, it being understood and agreed that the Original Lease is not being terminated hereby, but merely restated and amended, and thereby superseded from and after the Restated Commencement Date. This lease does not constitute, and is not entered into pursuant to, the exercise of any renewal option that may be contained in the Original Lease.

Original Lease

45.01. Landlord and Tenant hereby covenant and agree that from and after the date hereof (the “Restated Commencement Date”), the Original Lease shall be of no further force or effect and the Original Lease and any and all amendments and modifications thereto and understandings in connection therewith, whether oral or written, shall be collectively merged, restated and amended in their entirety pursuant to this lease. Notwithstanding anything contained herein to the contrary, this restatement and amendment of the Original Lease shall have no effect whatsoever on the rights and obligations of Landlord and Tenant accruing thereunder for the period on or prior to the Restated Commencement Date, including, without limitation, Landlord’s obligation to reimburse Tenant for all unpaid Landlord Reimbursement Amounts (as defined in the Original Lease) whether or not the amount of Landlord Reimbursement Amounts is determinable as of the Restated Commencement Date and Tenant’s corresponding right to offset any unpaid Landlord Reimbursement Amounts against Fixed Rent and

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Additional Charges hereunder and for purposes thereof all the provisions of Article 3 of the Original Lease specifically relating thereto are incorporated herein by reference, and all such rights and obligations shall survive the Restated Commencement Date and the expiration of this lease, it being understood and agreed that the Original Lease is not being terminated hereby, but merely restated and amended, and thereby superseded from and after the Restated Commencement Date. This lease does not constitute, and is not entered into pursuant to, the exercise of any renewal option that may be contained in the Original Lease.

ARTICLE 46