Citigroup (C)

3.6. Upon written permission provided by the Landlord, the Tenant may alter the perimeter radiation unit covers.

STRUCTURAL FIRE PROOFING

4.1. The building’s structural steel frame and floor assemblies shall be properly fire proofed with spray-on fireproofing. The removal of said material as a result of construction activities requires the re-patching of said.

4.2. The exclusive re-spray/patch fireproofing material is Retro-Guard RG and shall be applied as directed by UL certification and the following UL Design Assembly:

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EXHIBIT P

Cable Interconnect

(See Attached)

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EXHIBIT Q-1

Form of Tenant’s Estoppel

ESTOPPEL CERTIFICATE

Ladies/Gentlemen:

At the request of Landlord, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Tenant”) hereby certifies to Landlord that as of the date hereof:

1. The undersigned is the tenant under that certain Lease dated as of                      by and between                                         , a                                          (“Landlord”) and Tenant [**, as amended by                                                       (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 388 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Tenant has exercised the following options to extend the term of the Lease (if none, please state “none”):                                              , and Tenant has the following unexercised options to extend the term of the Lease (if none, please state “none”):                                              .

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5. Tenant has exercised the following rights of first offer, rights of first refusal and/or other expansion rights with respect to the Property (if none, please state “none”):                                         .

6. Fixed Rent is paid through and including              and Tax Payments are paid through and including                     . No Fixed Rent has been paid more than 30 days in advance.

7. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                         .

8. Tenant has no option or right to purchase the Leased Premises or the Property, or any part thereof, or any interest therein other than as set forth in Article 44 of the Lease.

9. Tenant has not sublet all or a portion of the Leased Premises, except as indicated below (if none, please state “none”):                                         .

10. ***[Copies of invoices for any Landlord Reimbursement Amounts heretofore billed to Landlord by Tenant are attached hereto as Exhibit B.]***

11. As of the date hereof, Tenant, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of             , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Landlord under the Lease or otherwise, against rents or other charges due or to become due under the Lease except as indicated below (if none, please state “none”):                                         .

12. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Tenant from Landlord of a default by Tenant under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                         .

13. Tenant has not given Landlord any notice of a default on the part of the Landlord under the Lease which has not been cured and, to Tenant’s Actual Knowledge, as of the date hereof, Landlord is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Tenant has knowledge**].

14. This certificate is delivered with the understanding that Landlord, [**lender/purchaser and purchaser’s lenders and prospective lenders**], and their successors and/or assigns, may rely upon this certificate.

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The undersigned is duly authorized to execute this certificate on behalf of Tenant.

Dated:             , 20    

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EXHIBIT Q-2

Form of Landlord’s Estoppel

ESTOPPEL CERTIFICATE

Ladies/Gentlemen:

At the request of Tenant, and knowing that you are relying on the accuracy of the information contained herein, the undersigned (“Landlord”) hereby certifies to Tenant that as of the date hereof:

1. The undersigned is the landlord under that certain Lease dated as of                     , by and between Landlord and                                          (“Tenant”) [**as amended by                                               (describe lease and all amendments and modifications thereto)**] (the “Lease”), covering the premises described therein (herein referred to as the “Leased Premises”) in the improvements situated in the building known as 388 Greenwich Street, New York, New York (the “Property”). A complete and accurate copy of the Lease, including any and all modifications and amendments thereto, is attached hereto as Exhibit A. The Lease represents the entire agreement between Tenant and Landlord with respect to the leasing and occupancy of the Lease Premises, and there are no other agreements between Landlord and Tenant with respect thereto.

2. The Lease is in full force and effect. The Lease has not been further modified, changed, altered, supplemented or amended in any respect (in writing or orally) except as set forth in paragraph 1 above.

3. The term of the Lease commenced on                      and shall expire on                     , unless sooner terminated or extended in accordance with the terms of the Lease.

4. Fixed Rent is paid through and including                                         .

5. Landlord Reimbursement Amounts in the amount of $                     are due and payable on             , 20    . Landlord is disputing its obligation to pay Landlord Reimbursement Amounts in the amount of $                     (if none, please state “none”).

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6. Tenant is not entitled to any rent concessions, rebates or abatements, except (i) as specifically provided in the Lease, and (ii) as indicated below (if none, please state “none”):                                         

7. As of the date hereof, Landlord, to its actual knowledge (“Actual Knowledge”; which is limited to the actual knowledge of                     , a [**Vice President,**] who is familiar with and involved in the day-to-day operations of the Leased Premises), has no defense to its obligations under the Lease and no charge, lien, claim or offset against Tenant under the Lease or otherwise, against any amounts due or to become due from Landlord to Tenant under the Lease except as indicated below (if none, please state “none”):                                         .

8. As of the date hereof, no notice in accordance with the provisions of the Lease has been received by Landlord from Tenant of a default by Landlord under the Lease which has not been cured, except as indicated below (if none, please state “none”):                                         .

9. Landlord has not given Tenant any notice of a default on the part of the Tenant under the Lease which has not been cured and, to Landlord’s Actual Knowledge, as of the date hereof, Tenant is not in default in the performance of any of its obligations under the Lease [**or specify each such default or event of which Landlord has knowledge**].

10. This certificate is delivered with the understanding that Tenant, [**lender/assignee and assignee’s lenders and prospective lenders**], and their successors and/or assigns may rely upon this certificate.

The undersigned is duly authorized to execute this certificate on behalf of Landlord.

Dated:             , 20    

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