Citigroup (C)

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record set forth on Exhibit B attached hereto (the “Recorded Agreements”) or otherwise consented to in writing by Landlord

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and Tenant. Tenant shall remove all of Tenant’s Property and any Specialty Alterations designated by Landlord in accordance with, and except as otherwise provided in, Section 12.03. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

21.04. Landlord and Tenant agree that, as of expiration of the Term, Landlord may either (x) offer the same employment by Landlord (or by the property manager engaged by Landlord) to any or all employees set forth on Schedule 2 (as such list may be updated from time to time by Tenant so as to appropriately reflect the employees employed as of the end of the Term) who are union employees under their then current employment contracts or agreements, including any collective bargaining agreements or (y) terminate the employment of any or all such employees at the Real Property; provided, that, Landlord shall give consideration to (but in no event be bound by) the recommendations of Tenant with respect to the retention of any such employees. If Landlord elects to terminate (i) any of such union employees or (ii) any of the cleaning contractor, building engineer or carpenter of the Building or requires those companies to reduce their employees at the Real Property from those listed on Schedule 2 and, as a result, any of the union employees engaged by such companies are terminated, then the parties hereto acknowledge that certain termination benefits may be payable with respect to such terminated employees. Landlord agrees that it shall be liable for the payment of all such termination benefits and hereby agrees to indemnify and hold harmless Tenant and any other Tenant Party from and against any loss, cost, damage, liability or expense (including, without limitations, reasonable attorneys’ fees, court costs and disbursements) incurred by Tenant or any other Tenant Party arising from or by reason of Landlord’s failure to pay such termination benefits as and when due and payable. Notwithstanding anything to the contrary contained in this Section 21.04, Landlord and Tenant agree that

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(i) Tenant shall not have any liability hereunder with respect to the termination of employment of any employees who do not spend the predominance of their time providing services to the base building operations at the Real Property, and (ii) Landlord shall have no obligation to offer employment to any employees set forth on Schedule 2 which would not be required for the operation by prudent non-institutional owners of Comparable Buildings and Landlord shall have no liability hereunder with respect to the termination of employment of such employees. Any dispute between Landlord and Tenant as to whether the employment of any employees set forth on Schedule 2 would be required for the operation of a Comparable Building may be submitted by either party to arbitration in accordance with Article 37. At Tenant’s request, during the last year of the term of the lease Landlord will review with Tenant the employees then listed on Schedule 2, and Landlord shall advise Tenant as to whether in its opinion it believes that any employees on such Schedule 2 are not required in order to operate a Comparable Building.

21.05. In the event that during the Term, Tenant has changed the Certificate of Occupancy as permitted under Section 2.02(b) such that the Premises may no longer be used for office use and Landlord elects to restore the Certificate of Occupancy to provide for the same, Tenant shall reimburse Landlord for all reasonable third party out-of-pocket costs and expenses, including reasonable attorneys fees, incurred by Landlord in connection with restoring the Certificate of Occupancy to permit office use.

21.06. Tenant hereby agrees to terminate, at its sole cost and expense, all service, management and other operating agreements relating to the operation and management of the Real Property effective on or prior to the expiration or earlier termination of this lease; provided that, for the avoidance of doubt, the foregoing shall not apply to the termination of union employees which is addressed in Section 21.04.

ARTICLE 22

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record set forth on Exhibit B attached hereto (the “Recorded Agreements”) or otherwise consented to in writing by Landlord and Tenant. Tenant shall remove all of Tenant’s Property and any Specialty Alterations designated by Landlord in accordance with, and except as otherwise provided in, Section 12.03. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender

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shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

21.04. Landlord and Tenant agree that, as of expiration of the Term or commencement of the Amended and Restated Lease, as the case may be, Landlord may either (x) offer the same employment by Landlord (or by the property manager engaged by Landlord) to any or all employees set forth on Schedule 2 (as such list may be updated from time to time by Tenant so as to appropriately reflect the employees employed as of the end of the Term) who are union employees under their then current employment contracts or agreements, including any collective bargaining agreements or (y) terminate the employment of any or all such employees at the Real Property; provided, that, Landlord shall give consideration to (but in no event be bound by) the recommendations of Tenant with respect to the retention of any such employees. If Landlord elects to terminate (i) any of such union employees or (ii) any of the cleaning contractor, building engineer or carpenter of the Building or requires those companies to reduce their employees at the Real Property from those listed on Schedule 2 and, as a result, any of the union employees engaged by such companies are terminated, then the parties hereto acknowledge that certain termination benefits may be payable with respect to such terminated employees. Landlord agrees that it shall be liable for the payment of all such termination benefits and hereby agrees to indemnify and hold harmless Tenant and any other Tenant Party from and against any loss, cost, damage, liability or expense (including, without limitations, reasonable attorneys’ fees, court costs and disbursements) incurred by Tenant or any other Tenant Party arising from or by reason of Landlord’s failure to pay such termination benefits as and when due and payable. Notwithstanding anything to the contrary contained in this Section 21.04, Landlord and Tenant agree that (i) Tenant shall not have any liability hereunder with respect to the termination of employment of any employees who do not spend the predominance of their time providing services to the base building operations at the Real Property, and (ii) Landlord shall have no obligation to offer employment to any employees set forth on Schedule 2 which would not be required for the operation by prudent non-institutional owners of Comparable Buildings and Landlord shall have no liability hereunder with respect to the termination of employment of such employees. Any dispute between Landlord and Tenant as to whether the employment of any employees set forth on Schedule 2 would be required for the operation of a Comparable Building may be submitted by either party to arbitration in accordance with Article 37. At Tenant’s request, during the last year of the term of the lease Landlord will review with Tenant the employees then listed on Schedule 2, and Landlord shall advise Tenant as to whether in its opinion it believes that any employees on such Schedule 2 are not required in order to operate a Comparable Building.

21.05. In the event that during the Term, Tenant has changed the Certificate of Occupancy as permitted under Section 2.02(b) such that the Premises may no longer be used for office use and Landlord elects to restore the Certificate of

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Occupancy to provide for the same, Tenant shall reimburse Landlord for all reasonable third party out-of-pocket costs and expenses, including reasonable attorneys fees, incurred by Landlord in connection with restoring the Certificate of Occupancy to permit office use.

21.06. Tenant hereby agrees to terminate, at its sole cost and expense, all service, management and other operating agreements relating to the operation and management of the Real Property effective on or prior to the expiration or earlier termination of this lease (i.e., which termination shall be deemed to include any conversion to the Amended and Restated Lease in the event Tenant elects to renew this lease for less than the entire Premises); provided that, for the avoidance of doubt, the foregoing shall not apply to the termination of union employees which is addressed in Section 21.04.

ARTICLE 22

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record (the “Recorded Agreements”) which Landlord took subject to at the time of its acquisition of the Real Property (as same are expressly set forth in Schedule 3.1(b) to the Purchase and Sale Agreement dated as of May 4, 2005 between Tenant, as seller, and Landlord, as purchaser) or permitted under Article 33, or otherwise consented to by Landlord and Tenant shall remove all of the Tenant’s Property therefrom except as otherwise expressly provided in this lease. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

ARTICLE 22

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record (the “Recorded Agreements”) set forth on Schedule 2 or permitted under Article 33 or otherwise consented to by Landlord, and Tenant shall remove all of Tenant’s Property and any Specialty Alterations designated by Landlord in accordance with, and except as otherwise provided in, Section 12.03. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals

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or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

21.04. In the event that during the Term, Tenant has changed the Certificate of Occupancy as permitted under Section 2.02(b) such that the Premises may no longer be used for office use and Landlord elects to restore the Certificate of Occupancy to provide for the same, Tenant shall reimburse Landlord for all reasonable third party out-of-pocket costs and expenses, including reasonable attorneys fees, incurred by Landlord in connection with restoring the Certificate of Occupancy to permit office use and the performance of any work required in connection therewith.

ARTICLE 22

Surrender

21.01. On the Expiration Date or upon any earlier termination of this lease, or upon any reentry by Landlord upon the Premises, Tenant shall quit and surrender the Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary wear and tear and such damage or destruction as Landlord is required to repair or restore under this lease, free and clear of all lettings, occupancies, liens and encumbrances caused or created by Tenant or any person claiming through or under Tenant, other than those agreements of record (the “Recorded Agreements”) which Landlord took subject to at the time of its acquisition of the Real Property (as same are expressly set forth in Schedule 3.1(b) to the Purchase and Sale Agreement dated as of May 4, 2005 between Tenant, as seller, and Reckson Court Square, LLC, as purchaser) or permitted under Article 33 or otherwise consented to by Landlord and Tenant shall remove all of the Tenant’s Property therefrom except as otherwise expressly provided in this lease. The provisions of this Section 21.01 shall survive the expiration or earlier termination of this lease.

21.02. On or promptly following the Expiration Date or any earlier termination of this lease, or any reentry by Landlord upon the Premises, Tenant shall also

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deliver to Landlord all keys, cardkeys and lock combinations for the Premises, originals or copies of all operating manuals, operating records and maintenance records and logs relating to the Premises, and originals or copies of all permits, licenses, certificates of occupancy, approvals, architectural, mechanical, electrical, structural and other plans, studies, drawings, specifications, surveys, renderings and technical descriptions that relate to the ownership and use of the Premises, to the extent the same are in Tenant’s possession and to the extent (but only to the extent) the same are transferable and do not contain any proprietary or confidential information. The provisions of this Section 21.02 shall survive the expiration or earlier termination of this lease.

21.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and consented to by each Superior Mortgagee whose lease or mortgage, as the case may be, provides that no such surrender may be accepted without its consent.

ARTICLE 22