2020 exhibit a

EXHIBIT A

FILED: NEW YORK COUNTY CLERK 06/15/2020 05:28 PM INDEX NO. 154332/2020

NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/15/2020

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DONALD J. GORDON and EUGE�2 G. KING, as Trustees,

and DONALD J. GORDON

and ALICE S. JOSE?P.,

to

LANDLORD

C I TI BAN K , N • A • ,

TE'N ;..NT

AGRE�MENT OF LEASE

Dated as of May 1, 1980

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The land affected by the within instrument: ) .�lies in Section 5 in �lock 1327 on the

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Tax Map of the County of New York.

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TABLE OF CONTENTS

Pace

Nam~es and Addresses oil Parties........................... 1

Leasing Clause.........................................

Subject Clauses........................................... 2

liabendum.................................................. 3

ARTICLE 1 -- Definitions

Section 1.01 Terms defined............................. 3

(a) "Land ............................. 3

(t)) 'Premises". . . . . .. . . . .

(c) 'Buildina ........................ 3

(d) "Lm:-,?sitions ..................... 3

(e) "First Period".................... 4

(f) 'Second Period"................... 4

(g;) "Third Period".................... 4

(h) 'Fourth Period ................... 5

(i) "Fifth Period".................... 5

(j) "Insurance Requirements" 5

(k) 'Legal Reauirements .............. 5



S~~~~~~~~~~~~~~~~~~~~~~~~ki

(1) "Leasehold Mortgage"..... 5

(in) *First Leasehold Mortgagee"'. 5

(n) 'Institutional Investorm o. 5

(o) 'Subtenant" ......... 5

(p) 'Purchase Money Mortgage" ... 5

(q) "Unavoidable Delays'...*.*.... 5

(r) 'Space Tenant'.... 6

(s) 0Original Tenant"........... 6

1.02 Rules of construction ............... 6

1.03 Captions for convenience only ....... 7

1.04 Table of Contents forconvenience only ................... 7

ARTICLE 2 -- [Intentionally Omnitted]

ARTICLE 3 -- Rent

Section 3.01 Rate of rent ........................ 7

3.02 Adjusted Value after Appraisal ...... 8

3.03 Appraisal defined ................... 8

3.04 Rent, additional rent and otherpayments--where paid ............... 9

3.05 Lease to be deemed 'net lease' .g..... 9

3.06 All payments to constitute rent ..... 9



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ARTICLE 4 - Impositions

Section 4.01 Payment of Impositions .............. 10

4. 02 Right to contest ................... 10

4.03 Landlord shall cooperate ............ 11

4.04 Separate or joint assessments ....... 12

4.05 Evidence of non-payment ............. 13

ARTICLE 5 - Use, Maintenance, Repairs,Compliance with Laws, Etc.

Section 5.01 Demised Premises leased as is--norepresentation or warranty-Landlord not required to repair .. 14

5.02 Use and occupation .................. 14

5.04 Excavation ... ... . . . ... ... . is1

5.06 Compliance with Requirements---right to contest ................... 16

5.07 Disclaimer of liability ofLandlord for damage to propertyor persons ... . .... ....... ... ... ... . 16

5.08 Landlord's right to show andinspect ....................... *.... 17

5.09 Notice of non-liability ofLandlord for mechanic's liens--removal of mechanic's liens ........ 17



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ARTICLE 6 -Existing Leases; Removal of Tenants

Section 6.01 Assignment and assumption ofexisting leases .................... 6 18

6.02 Landlord shall cooperate withTenant ............................. 18

ARTICLE 7 -- Demolition of Existing Structures;Construction of Building; Altera-tions; Zoning Lot Declaration andand Agreement; Other Agreements

Section 7.01 Demolition .......................... 18

7.02 Construction of Building ............ 19

7.03 Insurance during demolitionand construction ................... 19

7.04 No mechanics' liens ................. 19

7.05 Alterations . .. ... ... ... ... ... ... ... . 20

7.06 Subtenants' alterations .............. 20

7.07 Tenant's title to Building .......... 20

7.08 Declaration, Zoning Agreementand other agreements ............... 21

7.09 Easements and otheragreements . ... ... ... ... ... ... ... ... 22

7.10 Landlord's failure to executeagreements . ...... ... ... ... ... ... ... 22

ARTICLE 8 -- Insurance

Section 8.01 Insurance during term ....... 22

8.02 Insurance companies; payment ofproceeds .... .... . ... .... ... ... . .. .. 23

8.03 Landlord to cooperate--Landlord'sseparate insurance ................. 25

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Pae

8.04 Waiver of subrogation ............... 25

8.05 Policies to be cancelled onlyupon notice . ... ... ... ... ... ... ... .. 26

ARTICLE 9 -- Damage or Destruction

Section 9.01 Waiver of rights under Section227 of Real Property Law ........... 26

9.02 Tenant's obligations after

9.03 Application of insurance proceeds .. 27

9.04 Casualty during final twelve years .. 28

ARTICLE 10 -- Condemnation

Section 10.01 Total taking ........................ 32

10.02 Partial taking ..................... * 33

10.03 Temporary taking ....... *............. 34

10.04 Arbitration of disputes ............. 35

ARTICLE 11 -- Assignment, Mortgage, Subletting, Etc.

Section 11.01 Tenant's right to assign, mortgage,

11.02 Sublettings .. . . ... ....... 35

-11.03 Assignments . ... ... .. ... ... ... ... ... . 37

11.04 Collection of rent from assignee .... 37

11.05 Tenant liable notwithstandingassignment, etc . .. . .. .. .. .. . .. .. ... 38,



PaSge

11.06 Assignees jointly and severallyliable with Tenant ................. 38

11.07 Leasehold Mortgages *................ 38

11.08 Special provisions where LeaseholdMortgage outstanding ............... 38

(a) Notice of Tenant's default . 38

(b) Period after notice forremedying default ...... 39

(c) Curing of Tenant's default ... 39

(d) Forbearance in terminatingLease under certaincircumstances ............... 40

(e) Foreclosure--ownership ofLease *....................... 40

(f) New lease under certainconditions . .. . ... .. .. .. .. ... 41

(g) Assignment of subleases ...... 42

(h) Where Leasehold Mortgageebecomes new Tenant#,as Trustee *..............

11.09 No effect upon Landlord's rever-sionary interest ................... 42

ARTICLE 12 -- Landlord's Right to Perform;Cumulative Remedies; Waivers;Max imum Rate

Section 12.01 Right of Landlord to perform Tenant'scovenants--sums expended to beadditional rent .................... 43

K ~~~~12.02 Remedies cumulative--no waiver orchange except in writing, etc. .. 44

12.03 Maximui.m Rate ...... ......

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ARTICLE 13 -- Default Provisions

Section 13.01 Term limited by the happening ofcertain events .. .. ........... ** *. .... 45

(a) Default in payment ofrent ....................... s 0 0* 0 0 45

(b) Failure to observe or per-form any other covenants .... 45

(c) Involuntary petition inbankruptcy, etc. ....... 46

(d) Voluntary assignment, peti-tion or arrangement or

13.02 Landlord's damages in event ofdefault ... ... ..... e * . . .... 47

13.03 Waiver by Tenant of right ofred empt ion s . ...... .. .. .. .. ..... 49

13.04 Words 'enter,, etc. not restrictedto their technical legal meaning ... 49

ARTICLE 14 -- Arbitration and Appraisal

Section 14.01 Procedure for arbitration andappraisal *....... o5*...*..*.. ......... 49

14.02 Rules of American ArbitrationAssociation apply .................. 50

ARTICLE 15 -- Brokerage

Section 15.01 Representations as to brokers ... 51

ARTICLE 16 -Landlord's Title

Section 16.01 Landlord's warranties ....... .... 51

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ARTICLE 17 -- Failure to Construct the Building;Certain Demolition and Construct-ion During Last Twenty-Five Yearsof Term

- Section 17.01 Failure to construct the Building .. 51

17.02 Certain demolition and construction.

ARTICLE 18 -- Quiet Enjoyment; Transfer of Landlord'sInterest

Section 18.01 Covenant of quiet enjoyment ......... 53

18.02 The term OLandlord" to mean only

the owner for the time being ....... 53

ARTICLE 19 -- Waiver of Jury Trial

Section 19.01 The parties waive trial by jury ..... 53

ARTICLE 20 -- Notices

Section 20.01 Procedure for giving notices ........ 53

ARTICLE 21 -- Estoppel Certificate

Section 21.01 Mutual covenant to giveestoppel certificates .............. 54

ARTICLE 22 -- Invalidity of Particular Provisions;No Waivers; Construction

Section 22.01 Invalidity of particular provisionnot to affect other provisionsof Lease .... ..................... 55

22.02 No waivers by inaction .............. 55

22.03 Laws of New York to apply ........... 55

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ARTICLE 23 - End of Term; Surrender

Section 23.01 Surrender of Premises ............... 56

23.02 Tenant to remove its property ....... 56

23.03 Provisions of this Article

to survive termination ............. 57

ARTICLE 24 -- Mortgage of the Fee; Memorandum

of Lease

Section 24.01 Fee mortgage to be subject toTenant's interest .................. 57

24.02 Memorandum of lease ................. 57

ARTICLE 25 -- Consent of Landlord and Tenant

Section 25.01 Consent - when necessary ............ 57

ARTICLE 26 -- Trustee's Disclaimer ofIndividual Liability

Section 26.01 Trustees act only in representative

ARTICLE 27 -Covenants Binding

Section 27.01 Covenants binding upon successorsand assigns ........... ***... ... ... ... 58

Exhibit A - Trust Indentures

Exhibit B - Leases

Exhibit C - Adjoining Parcels

Exhibit D, - Co-Ownership Agreement

Exhibit E - Declaration of Zoning Lot Restrictions

Exhibit F - Zoning Lot and Development Agreement

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AGREEMENT OF LEASE, made as of the 1st day of May,

1980 between DONALD J. GORDONg, residing at 142 Tewkesbury

Road, Scarsdale, New York, and EUGENE G. KING, residing at 25

L~Lakeside Drive, New Rochelle, New York, both as Trustees

~under the Indentures of Trust set forth in Exhibit A annexed

hereto, and DONALD J. GORDON, residing at the aforesaid

address, and ALICE S. JOSEPH, residing at 11 East 68th

Street, New York, New York (collectively "Landlordu), and

CITIBANK, N.A., a national banking association having offices

at 399 Park Avenue, New York, New York ('Tenantu),

W I T NES SE THS:

Landlord, for and in consideration of the rents to

be paid and of the covenants and agreements hereinafter

contained to be kept and performed by Tenant, hereby leases

to Tenant, and Tenant hereby hires from Landlord,

ALL that certain plot, piece or parcel of land,

with the buildings and improvements now or hereafter

thereon erected and the appurtenances thereunto apper-

taining, situate, lying and being in the Borough of

Manhattan, City, County and State of New York, boundedand described as follows:

BEGINNING at a point on the easterly side of

Third Avenue, distant fifty (50) feet five (5) inches

from the corner formed by the intersection of said

easterly side of Third Avenue with the southerly side

of East 54th Street, running thence easterly parallel

with the southerly side of East 54th Street, one

hundred ten (110) feet; thence southerly parallel with

the easterly side of Third Avenue, fifty (50) feet;

thence westerly parallel with the southerly side of

East 54th Street, one hundred ten (110) feet to the

easterly side of Third Avenue; and thence northerly

along the easterly side of Third Avenue, fifty (50)

feet to the point or place of BEGINNING.

TOGETHER with all right, title and interest, if

any, of Landlord in and to any street or road abutting

or included within said parcel of land;



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TOGETHER with all right, title and interestof Landlord in and to any strips or gores of landadjoining or included within said parcel of land;

TOGETHER with Landlord's interest under eachof the leases set forth on Exhibit B annexed hereto;

SUBJECT to the following:

(i) State of facts which an accurate sur-vey would show;

(ii) Present and future zoning laws,ordinances, resolutions and regulations of theCity of New York and all present and future laws,ordinances, resolutions, regulations and orders ofall boards, bureaus, commissions and bodies of anymunicipal, county, state or Federal governmentsnow or hereafter having or acquiring jurisdictionover the demised premises and the use and improve-ment thereof;

(iii) Revocable nature of the right, if any,to maintain vaults, vault spaces, basement andsubbasement spaces, areas, marquees or signsbeyond the property lines;

(iv) All notes or notices of violation oflaws, ordinances, orders or requirements thatmight be disclosed by an examination, inspectionor search of the demised premises by any govern-mental authority having jurisdiction;

(v) Covenants, restrictions, easements,conditions and party wall agreements, if any, ofrecord as of the Commencement Date;

(vi) The condition and state of repair of thedemised premises on the Commencement Date, includ-ing all deterioration, loss or damage or destruc-tion which may have occurred prior to the Commence-ment Date;

(vii) Consents by Landlord or any former ownerof the demised premises for the erection of anystructure or structures on, over or above anystreet or streets on which the demised premisesmay abut; and



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(viii) Leases, tenancies and occupancies ofportions of the demised premises as set forth onExhibit B annexed hereto;

'190 (heTO HAVE AND TO HOLD the same unto Tenant,, itssucessrsand assigns,. fo~r a term commencing on May 1,

(te"Commencement Date') and expiring on April 30,2080 (the 'Expiration Date")1 unless this Lease shall soonerterminate as hereinafter provided, upon and subject to thecovenants, agreements, terms, provisions, conditions andlimitations hereinafter set forth.

And Landlord and Tenant hereby covenant andagree as follows:

ARTICLE 1Definitions

Section 1.01. Unless the context otherwise re-quires, for all purposes ~of this Lease and all agreementssupplemental hereto, the terms defined in this Section shallhave the following meanings:

(a) *Land" shall mean the parcel of land describedin the granting clause hereof.

(b) "Premiseso shall mean the Land and the buildingsand improvements now or hereafter erected thereon and theappurtenances appertaining thereunto.

(c) 'Building" shall mean and include the build-ing all or a part of which may be erected on the Landpursuant to Article 7 hereof, the foundations andfootings thereof, any and all fixtures, equipment andmachinery of every kind and nature whatsoever affixedor attached thereto or used or procured for use inconnection with the operation, use or occupancy thereof,and the appurtenances thereto, and any and all renewalsand replacements thereof, additions thereto and sub-stitutes therefor, but excluding therefrom all fixturesand articles of personal property which may be removedby Tenant or any Subtenant as permitted by Section 7.07

hereof.

(d) "Impositions" shall mean all taxes, assess-ments, special assessments, use and occupancy taxes,



4

vault charges, water and sewer charges, rates and

rents, charges for public utilities, excises, levies,license and permit fees and other governmental leviesand charges, general and special, ordinary and extra-ordinary, foreseen and unforeseen, of any kind andnature whatsoever, which shall or may during the termof this Lease be assessed, levied, charged, confirmedor imposed by any governmental authority upon or becomepayable out of or become a lien on the Premises, or anypart thereof, the appurtenances thereto or the side-walks, streets or vaults adjacent thereto or the rentand income received by or for the account of Tenantfrom any subtenants or for any use or occupancy of thePremises; but shall not include any municipal, state orfederal income, capital levy, estate, excise succession,inheritance or transfer taxes of Landlord or assessedagainst Landlord, or any franchise taxes imposed uponany corporate owner of the Land, or any part thereof,or any income, profits or revenues tax, assessment or

charge imposed upon the rent reserved under this Lease;provided, however, that if at any time during the termof this Lease the present method of taxation or assess-ment shall be so changed that there shall be substitutedin whole or in part for the types of taxes, assessments,levies, impositions or charges now or hereafter levied,assessed or imposed on the Premises, a capital levy orother tax levied on the rents received by Landlord fromsaid real estate or the rents reserved herein or anypart thereof, then any such capital levy or other taxshall, to the extent that it is so substituted, bedeemed to be included within the term 'Impositions',but in no event shall there be included an amount greaterthan that which would be included if the Premises werethe only asset of Landlord and the rent paid hereunderwere the only income of Landlord.

(e) "First Periods shall mean the period commen-

cing on the Commencement Date and terminating April 30,2000.

(f) "Second Period" shall mean the period commen-

cing on May 1, 2000 (the "Second Period Commencement

& ~~~Date') and terminating on April 30, 2020.

(g) *Third Period" shall mean the period commen-cing on May 1, 2020 (the OThird Period CommencementDate') and terminating on April 30, 2040.



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(h) wFourth Period' shall mean the period commenc-ing on May 1, 2040 (the 'Fourth Period CommencementDate') and terminating on April 30, 2060.

Ci) 'Fifth Period" shall mean the period commen-cing on May 1, 2060 (the "Fifth Period CommencementDate') and terminating on the Expiration Date.

(j) "Insurance Requirements' shall mean allrequirements of any insurance policy required to becarried by Tenant pursuant to Article 8 hereof orotherwise carried by Tenant and covering or applicableto all or any part of the Premises or the use thereof,all requirements of the issuer of any such policy andall rules, regulations and other requirements of theNew York Board of Fire Underwriters, or other bodyhaving similar functions and having jurisdiction of allor any part of the Premises.

(k) 'Legal Requirements' shall mean all presentand future laws, acts, rules, requirements, orders,directions, ordinances of any federal, state, county,municipal or other governmental, public or quasi-publicauthority, department, bureau, board, agency or officewhich may be applicable to the Premises or any partthereof or the sidewalks, curbs or areas adjacentthereto.

(1) 'Leasehold Mortgage' shall mean any mortgageof this Lease (which may also include Tenant's interestas sublessor in any present or future subleases and anyinterest of Tenant in any personal property upon thePremises), including a Purchase Money Mortgage. "Lease-hold Mortgagee" shall mean the holder of record of aLeasehold Mortgage.

(in) 'First Leasehold Mortgagee' shall mean the holderof record of the Leasehold Mortgage which is prior in lien

to all other Leasehold Mortgages.

(n) 'Institutional Investor' shall mean any nationalbank, or any commercial bank, savings bank, trust companyor life insurance company organized under the laws ofor qualified to make mortgage loans in the State of New

C ~~~York; any pension fund for employees which is representedby any of the foregoing; any pension fund for municipalor other governmental employees; and any corporation,joint venture, partnership or other business associationformed by or on behalf of any of the foregoing having anet worth of not less than One Hundred Million Dollars($100,000,000.00).



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(0) 'Subtenant' shall mean any tenant or licensee(whether or not in possession) or other occupant ofspace in the Building (other than Tenant); and the term'sublease' shall mean any lease or other agreement forthe use or occupancy of any such space.

(p) "Purchase Money Mortgage" shall mean a mort-gage given to secure or to finance the payment of anypart of the purchase price on any sale of Tenant'sleasehold interest in this Lease.

(q) oUnavoidable Delays' shall mean delays due toany and all causes beyond Tenant's reasonable control,including delays caused by Landlord or due to strikes,lock-outs or any other type of labor dispute, acts ofGod, government restriction, shortages of or inabilityto obtain labor, fuel, steam, water, electricity ormaterials, enemy action, civil commotion, fire or othercasualty, insurance settlements and all other causes,whether similar or dissimilar, beyond Tenant's reason-able control.

(r) "Space Tenant" shall mean a Subtenant (i)under a sublease made by Tenant, the rental under whichsublease at the time of the making thereof is not sub-stantially less than the then fair rental value for thepremises so sublet; (ii) which is engaged in such busi-ness as is in keeping with the then standards of theBuilding; and (iii) which is a person or entity ofreasonably sufficient financial worth considering thenature of the financial obligations under the sublease.

(s) 'Original Tenant" shall mean Citibank,N.A., any corporation which controls, is controlledby or is under common control with Citibank, N.A.,any corporation, joint venture, partnership or otherbusiness association formed by or on behalf of any ofthe foregoing and any successor of any of the foregoing.

Section 1.02. The following rules of construc-tion shall be applica-ble for all purposes of this Leaseand all agreements supplemental hereto, unless the contextotherwise requires:

(a) The terms "hereby", "hereof", "hereto","herein", "hereunder" and any similar terms shallrefer to this Lease and the term "hereafter" shall



7

mean after, and the term 'heretofore' shall mean

before, the date of this Lease.

(b) words of the masculine, feminine or neuter

gender shall mean and include the correlative words

of the other genders and words importing the singular

-. number shall mean and include the plural number andvice versa.

(c) Words importing persons shall include firms,

associations, partnerships (including limited partner-

ships), trust, corporations and other legal entities,

including public bodies, as well as natural persons.

(d) The terms *include", including" and similar

terms shall be construed as if followed by the phrase"without being limited to".

(e) All references in this Lease to numbered

Articles and Sections and to lettered Exhibits are

references to the Articles and Sections of this

Lease and the Exhibits annexed to this Lease, unless

expressly otherwise designated in context.

Section 1.03. The captions under the Article

numbers of this Lease are for convenience and reference

only and in no way define, limit or describe the scope

or intent of this Lease nor in any way affect this Lease.

Section 1.04. The table of contents proceeding

this Lease, although under the same cover, is for the

purpose of convenience and reference only and is not to be

deemed or construed in any way as part of this Lease, nor as

supplemental thereto or amendatory thereof.

ARTICLE 2

[Inten t\ally Omitted]



ARTICLE 3Rent

Section 3.01. Tenant covenants and agrees to payto Landlord a net annual basic rent (hereinafter sometimes

Pref erred to as the 'basic rent') as follows:

(a) During the First Period, a net annual basicrent of One Hundred Seventy-Six Thousand Dollars($176,000.00).

(b) During the Second, Third, Fourth andFifth Periods, a net annual basic rent calculated inaccordance with the provisions of this Article 3.

Section 3.02. (a) Not later than one hundredeighty (180) days prior to each of the Second, Third,Fourth and Fifth Period Commencement Dates, Tenant shallgive written notice to Landlord, specifying in said noticethe name of an appraiser whom Tenant has selected to act onits behalf in the making of the Appraisal (as that term isdefined in Section 3.03 hereof). Thereafter, the additionalappraiser or appraisers shall be appointed and the Appraisalfor the respective period shall be conducted in accordancewith Article 14 hereof as of a date not more than sixty (60)nor less than thirty (30) days prior to the Second, Third,Fourth and Fifth Period Commencement Dates, as the casemay be. The results of each such Appraisal shall be theAdjusted Value for the respective Period which follows.

(b) The annual basic rent payable during theSecond, Third, Fourth and Fifth Periods shall equal eightpercent (8%) of the Adjusted Value determined for suchPeriod. If the amount of such basic rent shall not havebeen determined prior to the commencement date of therespective period, Tenant shall continue to pay the basicrent for the prior period, it being understood that if thebasic rent for the prior period shall be more or less thanthe amount determined to be payable for the respectiveperiod, within ten (10) days after such amount shall havebeen ascertained, Landlord shall pay to Tenant or Tenantshall pay to Landlord, as the case may be, the amount ofsuch overpayment or deficiency.

(c) Nothing in this Article 3 shall result inreduction of the basic rent below the amount payableduring the prior period.



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Section 3.03. For the purposes of hs Article-

3, the term "Appraisal Isha-ll iaii-td-etEir-mi tioni of _th6&

fafti~markwEtvalue of the Land, cons-idered-as~vacanti, unim-

proved and unencumbered, -_and without regard to the lands

described in Exhibit C annexed hereto which adjoin the Land

(the 'Adjoining Parcels') or the use to which the Adjoining

Parcels are or may be put in conjunction with the Land, as

of the date of the making of the Appraisal. The term

"vacant, unimproved and unencumbered' shall mean-

(a) there are no tenancies, occupants or other

rights of possession with respect to the Premises,

(b) there are no buildings or other structures

of any kind or nature on the Land,

(c) the Land is owned by Landlord in f ee simple,

free and clear of any leases (including this Lease) or

agreements (including the Declaration and the ZoningAcreement), and

(d) the Land is capable of being built upon,

improved, developed and otherwise utilized to its

highest and most valuable and economic use consistent

with the applicable zoning ordinances, resolutions and

regulations.

Section 3.04. All payments of basic rent required

to be made by Tenant to Landlord hereunder shall be payable

without prior notice or demand, and all other payments re-

q uired to be made by Tenant to Landlord hereunder shall be

payable upon such notice as is herein required, in lawful

currency of the United States of America, or by check

subject to collection, and shall be paid to Landlord by

delivering or mailing the same by regular mail to the party

to whom notices are to be sent pursuant to Section 20.01

hereof or to such other person and/or at such other place

located in the State of New York as Landlord may from time

to time designate in writing. Basic rent shall be paid in

equal monthly installments in advance of the first day of

each and every calendar month of the period beginning with

the Commencement Date and continuing for the remainder of

the term of this Lease, provided, however, that if the

Commencement Date is other than the first day of a calendar

month, the first monthly installment, prorated to the end of

said calendar month, shall be payable on the Commencement

Date.



1 0

Section 3. 05. This Lease shall be deemed and

construed to be a "net les'and Tenant shall pay toLandlord, absolutely net throughout the term of this Lease,the basic rent, additional rent and other payments hereunder,free of any charges, assessments, impositions or deductionsof any kind and without abatement, deduction or set-offexcept as otherwise expressly provided herein. Tenant,however, -shall not be required to pay any mortgage indebted-ness or any interest on any mortgages that at any time may

encumber the interest of Landlord in the Premises.

Section 3.06. All additional rent and otherpayments provided for under this Lease shall constitute rentpayable hereunder with the same effect as if the same werethe basic rent reserved and provided for herein and, in the

event of the non-payment by Tenant of any such additionalrent or other payments when due according to the terms ofthis Lease, Landlord shall have the same rights and remediesin respect thereof as Landlord shall or may have in respectof the basic rent herein reserved and provided for.

ARTICLE 4Impositions

Section 4.01. (a) As additional rent, commencing

with the Commencement Date and throughout the balance

of the term of this Lease, Tenant will pay or cause to be

paid, directly to the taxing authority, as and when the same

become due, all Impositions as defined in subsection (d) of

Section 1.01 hereof.

(b) To the extent permitted by law, Tenant or its

designees shall have the right to apply for the conversion

of any Imposition in order to cause the same to be payablein annual installments, whether or not interest shall accrue

on the unpaid balance of such Imposition, and upon such

conversion Tenant shall pay and discharge punctually said

installments as they shall become due and payable during the

term of this Lease. Landlord agrees to permit applicationfor the foregoing conversion to be filed in Landlord's name,

if necessary, and shall execute any and all documents

requested by Tenant to accomplish the foregoing result.

(c) Tenant shall be deemed to have complied with

this Section 4.01 if payment of such Imposition shall have

been made either within any period allowed by law or by the

governmental authority imposing the same during which payment



is permitted without penalty or interest or before the sameshall become a lien upon the Premises. Except as is providedin Section 4.02 hereof, Tenant shall deliver to Landlordevidence of the payment of Impositions within sixty (60)days after the last date upon which payment of the same

-;shall have been permitted without penalty or interest.

(d) All Impositions, including Impositions whichhave been or are in the process of being converted intoinstallments as set forth in subsection (b) above, for thefiscal year or tax year in which the Commencement Date orthe Expiration Date occurs, shall be apportioned pro ratabetween Landlord and Tenant as of said Commencement Date orExpiration Date, as the case may be.

Section 4.02. Tenant shall have the right (butshall not be obligated) to apply for a reduction of theassessed valuation of the Premises for any fiscal or taxyear during which the term of this Lease is in effect.Tenant shall have the right to contest or review, bylegal proceedinqs or otherwise,, the amount or validity,in whole or in part, of any Imposition, in which eventTenant may defer the payment thereof during the pendencyof such contest; provided, that in the case of any suchcontest and deferral of payment by a Tenant (other thanthe Original Tenant, so long as Citibank, N.A. or anysuccessor to Citibank, N.A. shall have a net worth ofnot less than Seven Hundred Fifty Million Dollars($750,000,000.00) at the time of such contest and deferralof payment), Tenant shall give Landlord prompt notice ofsuch contest and deferral of payment, whereupon within ten(10) days of receipt of such notice, Landlord may requiresuch Tenant to deposit with a party (which party shall bethe First Leasehold Mortgagee if an Institutional Investoror, if there shall not be a First Leasehold Mortgagee whichis an Institutional Investor, then such party shall be a bankto be designated by Tenant and approved by Landlord; suchparty being hereinafter referred to as the "Trustee forTaxes"), an amount sufficient to pay such Imposition togetherwith the interest and penalties thereon (as reasonablyestimated by Landlord), which amount the Trustee for Taxes,as the case may be, shall apply to the payment of such itemwhen the amount thereof shall be finally fixed and determ-mned. At the request of such Tenant, the Trustee for Taxesshall deliver to Tenant a certificate stating that such adeposit has been made in accordance with the terms of thisLease. Nothing herein contained, however, shall be soconstrued as to allow such items to remain unpaid for suchlength of time as shall permit the Premises, or any part



1 2

thereof or the lien thereon created by such item to be sold

by any municipal or other governmental authority for the

non-payment of the same. If the amount so deposited as

aforementioned shall exceed the amount of such payment, the

~excess shall be paid to Tenant, or in case there shall be.any deficiency, the amount of such deficiency shall be~forthwith paid by Tenant.

Section 4.03. (a) Landlord shall cooperate with

Tenant in any such con-test and, if necessary in order to

make such contest effective, shall join in any such proceed-

ing or permit the same to be brought in its name and shall

execute all documents necessary to accomplish the foregoing.

Landlord shall incur no liability for the payment of any

costs or expenses in connection with any such contest and

Tenant agrees to indemnify Landlord and save Landlord harm-

less from any such costs or expenses. Tenant shall be au-

thorized to collect any refund or rebate of an Imposition(including penalties or interest thereon) payable as a

result of any such contest and Landlord shall upon Tenant's

request sign any receipts or other authorizations which may

be necessary to enable Tenant to collect any such refund or

rebate. Any such refund or rebate shall belong to Tenant to

the extent it is based on a payment made by Tenant or by Land-

lord for which Landlord has been fully reimbursed by Tenant,

notwithstanding the termination of this Lease prior to pay-

ment of such refund or rebate. Any refunds or rebates so

belonging to Tenant which are received by Landlord shall be.

deemed trust funds and as such are to be received by Land-

lord in trust and forthwith paid to Tenant in accordancewith the provisions of this Article 4. If any such refund

or rebate is subject to apportionment between Landlord and

Tenant as hereinabove provided, all costs and expenses,including attorneys' and experts' fees, incurred by

Tenant in connection with obtaining such refund or rebate

shall first be deducted from the amount thereof. Tenant

shall make all payments and credits, if any, due its Sub-

tenants in connection with any such refund or rebate and

agrees to indemnify Landlord and hold Landlord harmless from

any claims by such Subtenants for such payments and credits.

(b) Landlord shall cooperate with Tenant in

connection with any application, proceeding or other ac-tion made, instituted or taken by Tenant in order to obtain

an exemption from or abatement of any Imposition for all or

any part of the Premises, but Landlord shall incur no lia-

K ~~bility for the payment of any costs or expenses in connec-tion therewith and Tenant agrees to indemnify Landlord and



1 3

hold Landlord harmless from any much costs or expenses. If

necessary in order to obtain such exemption or abatement,Landlord shall join in any such application, proceeding or

action or permit the same to be made, instituted or takenin its name and shall execute all documents necessary toaccomplish the foregoing.

Section 4.04. Landlord, upon request of Tenant,

but without cost to Landlorde shall make application indi-vidually or join in Tenant's application to cause a separate

assessment for such portions of the Premises or, if a

Co-Ownership Agreement in the form annexed hereto as ExhibitD shall be in effect between Landlord and Tenant, tocause all or any portion or portions of the Premises to be

assessed together with all or any portion or portions of the

Adjoining Parcels, as Tenant shall from time to time desig-

nate. Landlord shall execute all documents and give Tenantsuch assistance as shall be required by Tenant in order toaccomplish the foregoing.

Section 4.05. A search, certificate or receiptmade or given by any officer, person or corporation legallyauthorized to make or give such search, certificate or

receipt, certifying or showing, or purporting to certify or

show, that any Imposition was due and payable on the date of

the search or certificate, or has been paid, shall be prima

facie evidence that such Imposition was due and payable or a

lien upon or charge against the Premises, or that it has

been paid and discharged as specified in any certificate or

receipt, as the case may be. Landlord and Tenant shall be

protected in any action taken in-reliance upon any suchsearch, certificate or receipt.



1 4

ARTICLE 5Use, Maintenance, Repairs,Compliance with Laws,-Etc.

Section 5.01. Tenant has leased the Premises

-, after a full and complete examination thereof, as well asthe title thereto and its present uses and non-uses. Ex-cept as otherwise provided in this Lease, Tenant acceptsthe same without any representation or warranty, express or

implied in fact or by law, by Landlord and without recourseto Landlord, as to the title thereto, the nature, conditionor usability thereof or the use or uses to which the Premises

or any part thereof may be put. Landlord shall not be re-quired to furnish any services or facilities or to make any

repairs or alterations in or to the Premises throughout theterm of this Lease, Tenant hereby assuming the full and sole

responsibility for the condition, operation, repair, replace-ment, maintenance and management of the entire Premises.

Section 5.02. The Premises may be used and occupiedfor any lawful purpose. Landlord hereby acknowledges thatit has leased the Premises to Tenant solely in considerationof the rents to be paid by Tenant and the performance of the

obligations herein expressly assumed by Tenant to be performed,that Tenant has made no representation or warranty, expressor implied in fact or by law, as to the use or uses to whichthe Premises or any part thereof may be put.

Section 5.03. Subject to the provisions ofArticle 7 hereof, Ten-ant shall take good care of thePremises, make all repairs thereto, interior and exterior,structural and non-structural, ordinary and extraordinary,foreseen and unforeseen, and shall maintain and keep the

Premises and the sidewalks and curbs in good order, repairand condition. Tenant shall also keep the sidewalks andgutters in front of the Premises free and clear from rubbish,ice and snow and shall not encumber or obstruct the same orallow the same to be encumbered or obstructed in any manner.

Tenant will not do, permit or suffer any waste, damages,disfigurement or injury to or upon the Premises or any part



1 5

thereof. However, in view of the provisions of Section 7.01hereof, Tenant shall be obligated to keep the existing build-ings only in such repair as is required by Legal Requirementsand, as to obligations accruing subsequent to the Commence-ment Date of this Lease, under the leases with tenants ofthe existing buildings. Tenant shall indemnify and hold

1LLandlord harmless from and against any and all claims or

'demands upon or arising out of the failure of Tenant toperform this covenant.

Section 5.04. Tenant shall have the right to

allow any authorized persons, municipality or agency desiringto excavate a nearby street, to enter the Premises and shore

up any wall during such excavation to the extent required.Tenant shall, at Tenant's own expense, repair or cause to be

repaired any damage caused to any part of the Premisesbecause of any excavation, construction work or other workof a similar nature which may be done on any property orstreet adjoining or adjacent to the Premises,, and Landlordhereby assigns to Tenant any and all rights to sue for orrecover against any parties causing such damages the amountsexpended or incurred by Tenant because of the provisions ofthis Section requiring Tenant to repair any damages sustainedby such excavations, construction work, or other work.

Section 5.05. It is agreed that (a) Landlord hasmade no representations that any fees have been paid for the

use of any vaults or area beyond the property line or underthe streets or sidewalks adjacent to, or which may be con-nected with the Premises, but Landlord agrees that if thereare any unpaid fees prior to the Commencement Date hereunderfor the use of any presently existing vaults or areas, Land-lord will pay such fees as and when the same shall be ascer-tained, fixed and determined, provideds, however, that this

obligation of Landlord shall cease and become of no effectin the event that Tenant shall use any part of said vaultsor areas; (b) Landlord does not represent that it has theright to use any vaults or other areas beyond the propertyline, nor if any such right exists does Landlord guaranteethe continued right to the use thereof; (c) the rent herebyreserved shall not be withheld or diminished on account ofthe loss of use of, or the revocation of any permit orlicense to maintain or uses, any such vault or area or anypart thereof; and (d) Tenant will comply, at its sole cost

K ~~and expense, with any and all requirements of the municipalor other lawful authorities in regard to the use, continuanceor discontinuance of such vaults or areas from and after the



1 6

Commencement Date and will pay any and all fees in connec-tion therewith which may be imposed by such authorities.

Section 5.06. From and after the CommencementDate and during the balance of the term of this Lease,Tenant shall, at its own expense, comply with all Legal

~Requirements and Insurance Requirements (hereinafter col-lectively referred to as 'Requirements' or a 'Requirement',as the case may be), and shall protect, indemnify and holdharmless Landlord from and against all fines, penalties,claim or claims for damages of every kind and nature arisingout of any failure to comply with any such Requirements, theintention of the parties being with respect thereto thatTenant during the term hereby granted, shall discharge andperform all the obligations of Landlord,, as well as all theobligations of Tenant, arising as aforesaid,, and holdharmless Landlord therefrom, so that at all times the rentalof the Premises shall be net to Landlord without deductionsor expenses on account of any such Requirement; provided,,however, that Tenant may, in good faith contest the validityor application of any such Requirement and, pending thefinal determination of such contest, may postpone compliancetherewith but not so as to subject Landlord to any fine orpenalty or to prosecution for a crime, to cause the Premisesor any part thereof to be condemned or to be vacated or tocause any public liability or casualty insurance to becomevoid. If civil liability is incurred by reason of non-compliance, Tenant may nevertheless make such contest andpostpone compliance, provided Tenant furnishes to Landlordsecurity reasonably satisfactory to Landlord against any lossor injury by reason of such non-compliance. Landlord shallexecute and deliver to Tenant any document or authorizationwhich may be necessary to enable Tenant so to contest anysuch Requirement and shall fully cooperate with Tenant inconnection with any such contest, but Landlord shall incurno liability for the payment of any costs or expenses inconnection therewith and Tenant agrees to indemnify Landlordand hold Landlord harmless from any such costs or expenses.

Section 5.07. Landlord shall not be responsibleor liable for any damage or injury to any property or to anyperson or persons at any time on the Premises; nor shallLandlord be in any way responsible or liable in case of anyaccident or injury, including deaths, to any of Tenant'sservants, employees, or agents, or to any person or personsin or about the Premises or the streets, sidewalks or vaultsadjacent thereto; and Tenant agrees that it will not hold



- 17

Landlord in any way responsible or liable therefor and willfurther indemnify and hold harmless Landlord from andagainst any and all claims made by any party and allliability, penalties, damagess, expenses and judgmentsarising from injury to persons or property of any nature andalso for any matter or thing which shall or may happen in orupong, growing out of the occupation of or otherwise inconnection with the Premises, or of the streets or sidewalksadjacent thereto; however, the foregoing provisions of thisSection 5.07 shall not apply to any claims, liability,injury, damage or thing caused by a negligent act or willfulmisconduct on the part of Landlord,, its agents, servants oremployees.

Section 5.08. Landlord, upon written request and

reasonable advance notice to Tenant, shall have the right toshow the Premises, during business hours and so as not tointerfere with the business being conducted thereon, to anyprospective purchasers or mortgagees of the same, and mayenter upon the Premises, or any part thereof (exceptvaults, teller's cages or other enclosures where money,securities or other valuables are kept unless accompanied byan authorized representative of Tenant), upon such requestand notice and at such times, for such purpose and for thepurpose of ascertaining the condition of same or whetherTenant is observing and performing the obligations assumedby it under this Lease, all without hindrance or molestationfrom Tenant; but Landlord shall have no right to place anysign upon the Premises.

Section 5.09. Notice is hereby given that Land-lord shall not be liable for any labor or materials fur-nished or to be furnished to Tenant upon credit, and that nomechanic' s or other lien for any such labor or materialsshall attach to or affect the reversionary or other estateor interest of Landlord in and to the Premises. Wheneverand as often as any such lien shall have been filed againstthe Premises based upon any action or omission of Tenant,any Subtenant or of anyone claiming through Tenant or aSubtenant, Tenant shall, within thirty (30) days afterwritten notice from Landlord of the filing thereof, takesuch action by bonding, deposit or payment as will removeor satisfy the lien.



ARTICLE 6Existing Leases; Removal of Tenants

Section 6.01. Simultaneously with the executionand delivery of this Lease, Landlord and Tenant have executed

__ ~and delivered an Assignment of Leases, wherein Landlord hasassigned to Tenant all of Landlord's right, title and interestin and to the leases set forth on Exhibit B annexed hereto,together with all modifications and renewals thereof nowexisting or hereafter made and together with the right to suefor, collect and receive all rents, additional rents, incomeand profits of any nature whatsoever arising from said leasesand any and all extensions and renewals thereof, which saidAssignment contains an assumption by Tenant of all of Land-lord's obligations under said leases arising and accruingfrom and after the Commencement Date. Landlord and Tenanthereby ratify and confirm the terms of said Assignment.

Section 6.02. At Tenant's request, Landlord shallcooperate with Tenant in connection with any proceeding orother action instituted or taken by Tenant in order toobtain possession of the Premises free and clear of alltenants, occupants and other parties in possession, includ-ing the sending of any notice required for the terminationof the leases referred to on Exhibit B, and, if necessary,Landlord shall permit such proceeding or action to beinstituted or taken in its name. Tenant shall pay any costsand expenses incurred by Landlord in connection therewith,including payments, if any, required to be made to existingtenants.

ARTICLE 7Demolition of Existing Structures;

Construction of Building; Alterations;Zoning Lot Declaration and Agreement;Other Agreements

Section 7.01. Tenant shall have the right, butshall not be obligate-d, to demolish the existing buildingslocated on the Land. Tenant shall procure all permits, con-sents or approvals requisite to such demolition and suchdemolition shall be done in conformity with all LegalRequirements. Landlord shall cooperate with Tenant, butwithout expense to Landlord, in connection with the obtain-ing of all such permits, consents or approvals.



1 9

Section 7.02. Tenant shall have the right, but

shall not be obligated, to erect a Building (as defined in

subsection (c) of Section 1.01 hereof) upon the Lands, or any

part thereofs, or upon the Land and the Adjoining Parcels, or

any part or parts thereof. In connection with the construc-

tion of the Building, Tenant shall procure all permits,

consents and approvals of federal, states, municipal and

other governmental authorities, offices and departments

having jurisdiction in the matter whose approval is required

by law. Landlord shall cooperate with Tenant, but without

expense to Landlord, in connection with the obtaining of all

such permits, consents and approvals. The Building will,

when completed, comply with all Legal Requirements.

Section 7.03. During the course of demolition of

the existing buildinigs and construction of the Buildings,

Tenant will carry or cause to be carried adequate Workmen's

Compensation Insurance and such other insurance as may be

required by law to be carried by Landlord and/or Tenant in

connection with such demolition and construction, the amount

of which insurance shall be subject to Landlord's approval.

Such insurance shall be in addition to any insurance required

to be carried pursuant to the provisions of Article 8hereof.

Section 7.04. Whether under the provisions of

this Lease or otherwise, neither Tenants, nor any Subtenant,

nor any agents, employee, representative, contractor, or

subcontractor of either Tenant or any Subtenant, shall

have any power or authority to do any act or thing or to

make any contract or agreement which will bind Landlord,

and Landlord shall have no responsibility to Tenant or

to any Subtenants, contractor, subcontractors, suppliers,

materialman, workman or other person, firm or corporation

who shall engage in or participate in any demolition or

construction work or any other improvement or in any addi-tions, alterations, changes or replacements thereto unless

Landlord shall expressly undertake such obligation by an

agreement in writing signed by Landlord and made betwen

Landlord and Tenant, or such Subtenants, contractor, subcon-

tractor, supplier, materialmans, workmans, or other persons,firm or corporation. Tenant shall, within thirty days (30)

after written notice from Landlord of the filing thereof,

cause to be removed any mechanic's lien or other lien or

claim upon or against Landlord's interest in the Premises

which may arise in connection with demolition of the exist-

ing buildings or construction of the Building.



20

Section 7.05. Tenant may, at its option and atits own cost and expense, at any time and from time to time,make such alterations, changes, replacements, improvementsand additions in and to the Building and the Premises andmay construct on all or any part of the Land such build-i.ngs, parking areas, driveways, walks, plazas, gardens and

'-other similar improvements, including (subject to the pro-visions of Section 7.02 hereof) the demolition of theBuilding or any other improvements that hereafter may besituate or erected on the Land (which such alterations,changes, demolitions, replacements, improvements, additionsand constructions are hereinafter collectively referred toas OAlterations")# as Tenant may deem desirable, providedthat: (a) all Alterations shall be performed in accordancewith all Requirements; (b) except as is provided in Section17.02 hereof, if the Building is demolished, Tenant shallthereafter erect1 in accordance with the provisions of thisArticle 7, a replacement Building of value at least substan-tially equal to the then value of the former Building,subject, however, to the provisions of Section 9.04 hereof;and (c) during the course of such Alterations, Tenant willcarry or cause to be carried insurance in accordance withSection 7.03 hereof. In no event shall Tenant be entitledto any abatement, allowance, reduction or suspension of thebasic rent, additional rent and other charges herein reservedor required to be paid, nor shall Tenant be released of orfrom any other obligation imposed upon Tenant under thisLease, on account of the making of such Alterations.

Section 7.06. Tenant, in the exercise of itsreasonable judgment and without requiring its Subtenants tocomply with the provisions of Section 7.05, may grantpermission to each Subtenant to make, during and afterconstruction of the Building, such alterations, additions,substitutions and improvements to the space subleased toeach of them respectively as each Subtenant may reasonablydeem necessary or desirable, from time to time, to adaptsaid space for its purpose.

Section 7.07. Until the Expiration Date or dateof sooner termination of the term of this Lease (subject,however, to the rights of any First Leasehold Mortgagee toobtain a new lease as set forth herein), title to the Build-ing and all Alterations situate or erected cn the Land,and the equipment and all other items installed on thePremises, shall remain solely in Tenant and Tenant aloneshall be entitled to deduct all depreciation on Tenant's



21

income tax returns for the Building and such Alterations,equipment and items. Upon the Expiration Date or date ofsooner termination of the term of this Lease (subject to therights of any First Leasehold Kortgagee as aforesaid), theBuilding (exclusive of any portion thereof located on theadjoining Parcels) and such Alterations, equipment and~items shall be and become the property of Landlord, free'from any liens or claims of Tenant whatsoever, without anycompensation therefor from Landlord to Tenant or to anyother person, firm, or corporation, and the same shall withthe Land as a whole be surrendered to Landlord, except thatall tangible personal property not permanently part of theBuilding, including furniture, furnishings, panelling,partitions, lighting, business and trade fixtures, machineryand communications, office and other equipment installed byor at the expense of Tenant, or by or at the expense of anySubtenant and which may be removed by such Subtenant underthe provisions of its sublease, shall be and remain theproperty of Tenant or such Subtenante-as the case may be,for all purposes and may be removed at or prior to theExpiration Date or date of earlier termination of the termof this Lease; provided, that in the event of such removalat the Expiration Date or date of earlier termination,Tenant or such Subtenant shall repair or pay the cost ofrepairing any damage to the Building caused thereby.

Section 7.08. Landlord shall, within ten (10)days after demand theref or by Tenant, execute and deliverto Tenant:

(a) A Declaration of Zoning Lot Restrictions(the "Declarationu)v in the form annexed hereto asExhibit E, declaring that the Land and all or part ofthe Adjoining Parcels are to be treated as one (1)zoning lot for the purposes of and in accordance withthe provisions of Section 12-10 of the Zoning Resolu-tion of the City of New York, effective December 15,1961, as amended August 18, 1977;

(b) A Zoning Lot and Development Agreement (the"Zoning Agreement"), in the form annexed hereto asExhibit F;

(c) Such additional declarations or agreements asmay be supplementary to or in furtherance of the Declara-tion or the Zoning Agreement or as Tenant may require inorder to modify or amend the same for any reason, includ-

K..-' ~ing Tenant's desire to change the size of the zoning lot



22

on account of Tenant's purchase or Bale of the AdjoiningParcels or other lands adjoining all or any part of theLand or the Adjoining Parcels, in such form as may rea-sonably be requested by Tenant; and

(d) Such agreements, documents or instruments asmay reasonably be requested by Tenant pursuant toSection 7.09 hereof,

all for the purpose of permitting Tenant to construct theBuilding and to make such Alterations as Tenant shall desirein accordance with this Article 7, provided, however, thatthroughout the Term of the Lease Tenant shall make or shallreimburse Landlord for any payments which Landlord may berequired to make and shall perform all obligations which Land-lord may be required to perform pursuant to the Declaration,the Zoning Agreement or such additional declarations oragreements.

Section 7.09. Tenant shall have the right to

enter into agreements with public utility companies andmunicipal or other governmental authorities, agencies ordepartments creating such easements or other rights in favorthereof as may be reasonably necessary or convenient to theservicing or development of the Premises. Landlord agreesto consent to such agreements and to execute any and alldocuments, agreements and instruments and to take all otheractions as may reasonably be necessary to effectuate thesame, all at Tenant's expense.

Section 7.10. If Landlord shall fail to complywith the provisions of Section 7.08 or Section 7.09 hereof,and such failure shall continue for a period of ten (10) daysafter written notice thereof, specifying such failure, shallhave been given to Landlord, then, in addition to any otherremedy available to Tenant under this Lease or pursuant tolaw, including submission of the matter for arbitration inaccordance with Article 14 hereof, Tenant shall be entitledto bring an action for specific performance of Landlord'sobligations hereunder and shall have the right to invoke anyright allowed at law or in equity, by statute or otherwise,other than the cancellation of this Lease.

ARTICLE 8Insurance

Section 8.01. (a) From and after the CommencementDate, Tenant shall, at its sole cost and expense, keep andmaintain general public liability insurance protecting and



23

indemnifying Tenant and Landlord (in their individual as well

as their representative capacity, if any), against any andall claims for damages to person or property or for loss oflife or of property occurring upon, in, or about the Premisesand the adjoining streets and passageways, such insurance to

afford immediate protection to the limit of not less than FiveMillion Dollars ($5,000,000.00) in respect of any one accident~or occurrence and to the limit of not less than One Million'Dollars ($1,000,000.00) for property damage with not more than`One Hundred Thousand Dollars ($100g,000.00) deductible.

(b) During the term of this Lease, Tenant shall,at its sole cost and expense, keep and maintain fire andextended coverage insurance on the existing building and theBuilding, in such amounts as are reasonably prudent or arerequired by a Leasehold Mortgagee or holder of a mortgage onthe fee of the Premises, but in no event in an amount lessthan (i) eighty percent (80%) of the full insurable value(ninety percent (90%) if sprinklered) of the Building,exclusive of the cost of excavation and of footings andfoundations (as determined from time to time, but, unlessotherwise required by a fee mortgagee, not more frequentlythan once in any three (3) years) or (ii) such lesser amountnecessary to prevent Tenant from becoming a co-insurer underthe terms of the applicable policy or policies; providedthat, the provisions of this subsection (b) shall not applyif and for so long as the Tenant hereunder is the OriginalTenant and Citibank, N.A. or any successor to Citibank, N.A.shall have a net worth of not less than Seven Hundred FiftyMillion Dollars ($750,000,000.00) and the Original Tenantchooses to be self-insured or a co-insurer.-

Section 8.02. (a) The insurance provided for inSection 8.01 hiereofif readily obtainable, shall be effectedunder standard form policies (which policies may cover otherproperty in addition to the Premises, provided that theprotection afforded thereunder shall be no less than wouldhave been afforded under a separate policy covering only thePremises) issued by responsible insurers licensed to dobusiness in the State of New York, which are well rated bynational rating organizations and have been approved byLandlord. If any of such policies shall not be readilyobtainable, the same may be issued by insurers of recognizedresponsibility licensed to do business in the United States,which are well rated by national rating organizations andhave been approved by Landlord.

(b) All insurance policies carried pursuant tosubsection (b) of Section 8.01 hereof shall expresslyprovide that any losses thereunder shall be adjusted withLandlord, Tenant and any Leasehold mortgagee. All suchinsurance shall be carried in the name of Landlord and



24

Tenant (and in the name of any Subtenant, provided that noloss thereunder shall be payable to any Subtenant) and lossthereunder shall be payable to any Leasehold Mortgageeas its interest may appear, pursuant to a New York StandardMortgagee Clause, without contribution if obtainable, and to

Landlord and Tenant, as their respective interests may',appear; provided,, however, that the proceeds of such insur-~,ance otherwise payable to a Leasehold Mortgagee, Landlord or

Tenant shall be paid in full to Tenant if (i) the thenTenant is the Original Tenant and Citibank, N.A. or any

successor to Citibank, N.A. shall then have a net worth ofnot less than Seven Hundred Fifty Million Dollars($750,000,000.00) or (ii) such insurance proceeds are in the

amount of Three Hundred Thousand Dollars ($300,000.00) orless; in any other case, such insurance proceeds shallbe paid in full to and deposited with a party (the InsuranceTrustee"), which party shall be the First Leasehold Mortgageeif an Institutional Investor or, if there shall not be a

First Leasehold Mortgagee which is an Institutional Investor,then such party shall be a bank designated by Tenant and

approved by Landlord. If paid to Tenant, such insuranceproceeds shall be held in trust for the purpose of paying

the cost of the Work (as that term is defined in Section-9.02 hereof). If deposited with the Insurance Trustee, the

Insurance Trustee-shall hold, apply and make available to

Tenant the amount of such insurance proceeds so deposited inaccordance with Section 9.03 hereof, after first deductingfrom such insurance proceeds the amount of its charges for

so acting and any reasonable out-of-pocket expenses incurredby it.

(c) In the event that (i) this Lease shall have

been terminated and (ii) there is no First Leasehold Mort-gagee which has a right to a new lease under the provisionsof subsection (f) of Section 11.08 hereof, or, having suchright, such First Leasehold Mortgagee shall fail to exerciseit within the time limited therefor, then, except as other-wise provided in Section 10.01(d) hereof, the Insurance

Trustee shall pay to Landlord the insurance proceeds then in

the hands of the Insurance Trustee.

(d) The Insurance Trustee shall be protected in

acting upon any notice, certificate, document or other proof

believed by it to be genuine and to have been signed by the

proper party or parties or by a person authorized to act on

its or their behalf. The Insurance Trustee may consult with

counsel and shall not be liable for any action taken orsuffered by it in good faith in accordance with the advice ofsuch counsel.



25

(e) In the event of the exercise by a First Lease-

hold Mortgagee of a right to receive a new lease pursuant to

subsection (f) of Section 11.08 hereof, then upon the execu-

tion and delivery of said new lease, any amounts held by an

Insurance Trustee shall be deemed to be held pursuant to theterms of the new lease.

-: ~~Section 8.03. Landlord shall, at Tenant's cost

and expense, cooperate fully with Tenant in order to obtain

the largest possible recovery under any insurance policy

carried by Tenant and shall execute any and all consents or

other documents and take all other actions necessary in

order to effectuate the same and to cause such proceeds to

be paid in accordance with the provisions of this Lease.

Landlord shall not carry any insurance concurrent in cover-

age and contributory in the event of a loss with any insur-

ance which may be carried by Tenant if the effect of such

separate insurance would be to reduce the protection or the

payment to be made under Tenant's insurance. Landlord shall

immediately notify Tenant of the taking out of any separateinsurance and the terms thereof.

Section 8.04. (a) Landlord and Tenant shall en-

deavor to obtain an appropriate clause in, or endorsement

on, each of its insurance policies covering the Premises

pursuant to which the insurer waives all right of subrogation

or consents to a waiver of right of recovery against the

other party (which waiver or consent shall extend to the

agents and employees of each party and, in the case of

Tenant, shall also extend to its Subtenants), and, having

obtained such clause or endorsement, Landlord and Tenant

hereby agree that neither party shall make any claim against

or seek to recover from the other party (as aforesaid) for

any loss covered by such policies.

(b) If the inclusion of such clause or endorse-

ment in a policy procured by either party would result in an

increase in premium, such party shall notify the other of

the amount of such increase and the other party may, but

shall not be obligated to, pay the same; provided that if

such other party does not pay the same within ten (10) days

after such notice, the party obtaining the insurance may

omit such clause or endorsement.

<2 ~~~~(c) If Landlord or Tenant is unable to obtain

such clause or endorsement, such party shall cause the other

party to be named in such policy as one of the assureds, pro-

vided that the other party shall, within ten (10) days after



26

demand therefore pay to the first party the amount of anyincrease in premium resulting from such naming, and providedfurther that the other party shall have no right with respectto any loss payable under such policy and shall, and herebydoes, appoint the first party as its attorney-in-fact to

7 ~~endorse, without recourse, any check, draft or order for the:payment of money representing the proceeds of any suchpolicy or representing any other payment growing out of orotherwise connected with such policy.

Section 8.05. Each insurance policy carriedpursuant to this Article 8 shall, to the extent obtainable,contain an agreement by the insurer that such policy shallnot be cancelled without at least thirty (30) days' priorwritten notice to Landlord and any Leasehold Mortgagee.

ARTICLE 9Damage to or Destruction of the Building

Section 9.01. Tenant's obligation to pay the basic

rent and all other charges on the part of Tenant to be paidand to perform all other covenants and agreements on thepart of Tenant to be performed shall not be affected by anydamage to or destruction of the Premises and Tenant herebywaives the provisions of Section 227 of the Real PropertyLaw and of any other statute or law nor or hereafter ineffect contrary to such obligations of Tenant as herein setforth, or which relieves Tenant therefrom. This Lease andthe estate hereby granted shall not terminate by reason ofany damage to or destruction of the Premises, but Tenantshall have no obligation to repair or restore the same exceptas herein otherwise expressly provided.

Section 9.02. (a) Except as provided in Section9.04 hereof, if, at an-y time during the term of this Leaseafter completion of construction of the Building, the

Premises or any part thereof shall be damaged or destroyedby fire or other casualty (including any casualty for whichinsurance coverage was not obtained or obtainable) of any

kind or nature, ordinary or extraordinary, foreseen orunforeseen, Tenant, at its sole cost and expense, andwhether or not the insurance proceeds, if any, shall be

sufficient for the purpose, shall proceed with reasonablediligence (subject to Unavoidable Delays and a reasonabletime allowance for the purpose of adjusting such loss) to



27

repair, alter, restore, replace or rebuild the same tosubstantially its condition immediately prior to such damageor destruction, subject to such Alterations as Tenant mayelect to make in accordance with the provisions of Section7.05 hereof. Such repair, alteration, restoration, demoli-Ltion, replacement or rebuilding, including such Alterations-as aforementioned and including temporary repairs or theprotection of other property pending the completion of anythereof, are sometimes referred to in this Article 9 as the'Work'.

(b) Except as otherwise provided in this Article9, the conditions under which any Work is to be performed andthe method of proceeding with and performing the same shallbe governed by all of the provisions of Article 7 hereof.

Section 9.03. (a) All insurance proceeds paid toTenant on account of damage to or destruction of the Premisesunde r the policies of insurance provided for in Article 8hereof, less the cost, if any, incurred in connection withthe adjustment of the loss and the collection thereof(herein sometimes referred to as the 'insurance proceeds'),shall be applied by Tenant to the payment of the costof the Work.

(b) All insurance proceeds paid to the InsuranceTrustee on account of such damage or destruction shall beapplied by the Insurance Trustee to the payment of the costof the Work to the extent such insurance proceeds shall besufficient for the purpose, and shall be paid out to or forthe account of Tenant from time to time as such Work pro-gresses. The Insurance Trustee shall make such payments ordisbursement upon the written request of Tenant accompaniedby a certificate dated no more than fifteen (15) days priorto such request, signed by Tenant (by an officer, if Tenantbe a corporation) and by an architect in charge of the Workwho shall be selected by Tenant and approved by Landlord,setting forth that Ci) the sum then requested either hasbeen paid by Tenant or is justly due to contractors, sub-contractors, materialmen, architects or other persons, whohave rendered services or furnished materials in connectionwith the work, giving a brief description of the servicesand materials and the several amounts so paid or due andstating that no part thereof has been made the basis in anyprevious or then pending request or has been paid out of anyproceeds of insurance received by Tenant, -and (ii) the cost#,as estimated by the persons signing such certificate, of theWork required to be done subsequent to the date of such



28

certificate in order to complete the same, does not exceedthe amount of insurance proceeds remaining in the hands ofthe Insurance Trustee after the payment of the sum sorequested.

(c) Upon compliance with the foregoing provisionsIof this Section 9.03, the Insurance Trustee shall, out ofsuch insurance proceeds, pay or cause to be paid to Tenant orto the persons named in the certificate the respectiveamounts stated therein to have been paid by Tenant or to be

due to them, as the case may be. All sums so paid to Tenant

and any other insurance proceeds received or collected by or

for the account of Tenant (other than by way of reimbursementto Tenant for sums theretofore paid by Tenant) shall be held

by Tenant in trust for the purpose of paying the cost of suchWork.

(d) 'Upon receipt by the Insurance Trustee of

evidence satisfactory to it of the character required by

subsection (b) of this Section 9.03 that the Work has been

completed and paid for in full and that there are no liensof the character referred to therein, the Insurance Trusteeshall pay to Tenant any remaining balance of said insuranceproceeds.

(e) If the insurance proceeds received by the

Insurance Trustee shall be insufficient to pay the entirecost of the Work as reasonably estimated by the InsuranceTrustee, Tenant shall supply the amount of any such deficiencyand shall first apply the same to the payment of the cost ofthe Work before calling upon the Insurance Trustee for the

disbursement of the insurance proceeds held by the InsuranceTrustee.

(f) under no circumstances shall Landlord be

obligated to make any payment, disbursement or contributiontowards the cost of the Work except to the extent of anyinsurance proceeds actually received by Landlord.

Section 9.04. (a) if the Premises shall be wholly

destroyed or substantially damaged by fire or other casualtyat any time during the last twelve (12) years of the term of

this Lease, and if Tenant shall decide not to rebuild thePremises, then Tenant may, at its option, elect to termi.natethis Lease by giving written notice of such election toLandlord within one hundred eighty (180) days after the dateof such damage or destruction, which notice shall specify a



29

date at least thirty (30) days after the date of the givingof such notice upon which date this Lease shall terminate.If Tenant shall give the notice of termination as aforesaid,this Lease and the term and estate hereby granted shallterminate on the date specified therefor in such notice withthe same effect as if such date were the Expiration Date.In the event of termination of this Lease as aforesaid, all

"insurance proceeds payable on account of such damage ordestruction and attributable to the Premises shall belong toand be the property of Landlord, and Tenant shall on orbefore the date specified for termination pay to Landlord,or assign to Landlord the right to payment of, any suchinsurance proceeds, regardless of the amount of such in-surance proceeds and whether or not such amount shall exceedthe estimated cost of the Work, Tenant hereby expresslywaiving any and all right in or to such insurance proceedsin the event of the termination of this Lease as provided inthis Section 9.04.

(b) If (i) the Premises shall be damaged ordestroyed as aforesaid and (ii) Tenant shall elect toterminate this Lease as hereinabove provided and (iii)Tenant shall have been self-insured or a co-insurer at thetime of such damage or destruction, Tenant shall on orbefore the date specified for termination pay to Landlord anamount equal to the insurance proceeds which would have beenpayable to Landlord on account of such damage or destructionpursuant to subsection (a) of this Section 9.04 if Tenanthad carried the minimum amount of insurance required underclauses (i and (ii) of subsection (b) of Section 8.01hereof. If Landlord and Tenant are unable to agree upon theamount of such payment at least ten (10) days prior to thedate specified for termination, such amount shall be deter-mined by arbitration in the manner provided in Article 14hereof.



30

ARTICLE 10Condemnation

Section 10.01. (a) If, at any time during theL'term of this Lease,, thFere shall be a total taking or a con-structive total taking of the Premises by the exercise ofany right of condemnation or eminent domain or by agreementbetween Landlord, Tenant and those authorized to exercisesuch right, this Lease shall terminate on, and the basicrent and all other charges payable hereunder shall beapportioned as of and paid to, the date of such taking. Forthe purposes of this Article, the term *a constructive totaltaking" shall mean a taking of a portion of the Premisesand/or all or a portion of the Adjoining Parcels of suchscope that, in Tenant's sole discretion, the untaken portionof the Premises and/or the Adjoining Parcels is insufficientto permit the continued use of the Premises, or the remainingportion thereof, for Tenant's purposes, it being understoodthat a taking of not more than twenty-five percent (25%)of the Building (whether or not all or any portion of thepart of the Building so taken shall be located on the Land)shall not be deemed to constitute a constructive totaltaking, provided that such taking shall not have been atotal taking of the Premises.

(b) In the event of such taking and the termina-tion of this Lease prior to the date of commencement of theconstruction of the Building, Landlord shall be entitledto receive the entire award or awards with the interestthereon (the "Condemnation Proceeds"), except such portionthereof, if any, as shall represent compensation for thevalue of any portion of the Adjoining Parcels so taken, andTenant hereby assigns to Landlord any and all such awardstogether with any and all rights of Tenant now or hereafterarising in and to the same or any part thereof (except asaforesaid).

(c) In the event of any such taking and thetermination of this Lease from and after the date of thecommencement of the construction of the Building,

(i) Landlord shall first be entitled to receivesuch portion of the Condemnation Proceeds as shallrepresent compensation for the value of the Land, orthe part thereof so taken, considered as vacant andunimproved as of the date of taking and not encumberedby this Lease, and such portion of the CondemnationProceeds as shall represent consequential damages, if



3 1

any, to the portion of the Land not so taken, consi-dered as vacant and unimproved as of the date of takingand not encumbered by this Lease, plus an amount equalto the then estimated cost of demolition and removal ofthat portion of the untaken portion of the Building

-:located on the Land;

(ii) Tenant shall then be entitled to receivesuch portion of any remainder of the CondemnationProceeds as shall equal the principal amounts, andany interest thereon, outstanding under any FirstLeasehold Mortgage;

(iii) Tenant shall then be entitled to receivesuch portion of any remainder of the CondemnationProceeds as shall equal the amount of the unamortizedcost of the construction of the Building and the makingof any and all other improvements made by Tenant to thePremises and then existing, but which amount shall notinclude the outstanding balance under any First Lease-hold Mortgage; and

(iv) The balance of the Condemnation Proceedsshall then be divided between Landlord and Tenant inaccordance with the value of their respective estatesin the Premises, assuming this Lease had not terminated,having in mind the value of Tenant's leasehold interestunder this Lease, Landlord's fee interest in and to theLand and Landlord's residuary interest in and to thePremises.

(d) If at the time of any total taking or con-structive total taking any insurance proceeds payable onaccount of damage to or destruction of the Premises shall beheld by Tenant or the Insurance Trustee, such insuranceproceeds shall be apportioned and disbursed to Landlord andTenant in the same manner as is set forth in subsection (iv)of this Section 10.01 for the apportionment and disbursementof the balance of the Condemnation Proceeds.

Section 10.02. (a) In the event of a takingwhich is less than a total taking or a constructive totaltaking, the term of this Lease shall not be reduced oraffected in any way, and

(i) Landlord shall first be entitled to receivesuch portion of the Condemnation Proceeds as shallrepresent compensation for the value of the portion ofthe Land so taken, considered as vacant and unimproved



32

as of the date of taking, but as encumbered by thisLease, plus such portion of the Condemnation Proceedsas shall represent consequential damages to the portionof the Land not so taken, considered as vacant andunimproved as of the date of taking, but as encumberedby this Lease; and

(ii) Tenant shall be entitled to receive thebalance of the Condemnation Proceeds.

(b) In the event of such partial taking, Tenant,at its sole cost and expense and whether or not the Condem-nation Proceeds payable under subsection (a) of this Section10.02 shall be sufficient for the purpose, shall proceedwith reasonable diligence to repair, alter and restore theremaining part of the Premises to substantially their formercondition to the extent that the same may be feasible and soas to constitute a complete, rentable building, subject tosuch Alterations as Tenant may have made or may elect tomake, all of which work shall be performed in accordancewith the provisions of Article 7 hereof,

(c) The basic rent payable by Tenant shall bereduced, effective as of the date Landlord receives itsshare of the Condemnation Proceeds, by a sum equivalent toeight percent (8%) of the Condemnation Proceeds ultimatelyreceived and retained by Landlord pursuant to the provisionsof subsection (a) of this Section 10.02,

(d) Until the amount of the basic rent payableunder subsection (c) of this Section 10.02 (the "reducedrent") shall have been ascertained, Tenant shall continue topay to Landlord during the interim period the basic rentpayable prior to the taking.

Section 10.03. if the whole or any part of thePremises, or of Tenan-t's leasehold estate under this Lease,shall be taken in condemnation proceedings or by any rightd? eminent domain for temporary use or occupancy, theforegoing provisions of this Article shall not apply and



33

Tenant shall continue to pay, in the manner and at the timesherein specified, the full amount of the basic rent and alladditional rent and other charges payable by Tenant hereunder,and, except only to the extent that Tenant may be preventedfrom so doing pursuant to the terms of the order of the

condemning authority, Tenant shall perform and observe allof the other terms, covenants, conditions and obligationshereof upon the part of Tenant to be performed and observed,as though such taking had not occurred. In the event of anysuch taking of the character referred to in this Section10.03, Tenant shall be entitled to receive the entire amountof the Condemnation Proceeds made for such taking, whetherpaid by way of damages, rent or otherwise, unless suchperiod of temporary use or occupancy shall extend beyond theExpiration Date of this Lease, in which case the CondemnationProceeds shall be apportioned between Landlord and Tenant asof the Expiration Date of this Lease.

Section 10.04. If the order or decree in anycondemnation or similar proceeding shall fail separately tostate each amount to be awarded to Landlord and each amountto be awarded to Tenant under the provisions of Section 10.01,10.02, or 10.03 hereof, by way of compensation, damages, rent,the cost (estimated or actual) of demolition, removal or res-toration, or otherwise, and if Landlord and Tenant cannotagree thereon within thirty (30) days after the finalaward or awards shall have been fixed and determined, suchdispute shall be determined by arbitration in the mannerprovided in Article 14 hereof.

ARTICLE 11Assignment, Mortgage, Subletting, Etc.

Section 11.01. Subject to the conditions andlimitations provided i-n this Article 11, Tenant shall havethe right to assign, mortgage, pledge, encumber and in anymanner transfer this Lease, or any part thereof, and sub-lease the Premises, or any part thereof, and assign, mort-gage, pledge, encumber and in any manner transfer the inter-est of Tenant in any sublease of all or a part of the Pre-mises or the rentals thereunder, without the prior writtenconsent of Landlord.



34

Section 11.02. (a) Each sublease of-the Premisesor a portion thereof shall be subject and subordinate tothis Lease and the rights of Landlord hereunder and any

,violation of any provision of this Lease, whether by act oromission, by any Subtenant shall be deemed a violation ofsuch provision by Tenant, it being the intention of theparties that Tenant shall assume and be liable to Landlordfor any and all acts and omissions of all Subtenant.with respect to this Lease. No sublease shall provide for aterm which extends beyond the day prior to the ExpirationDate hereunder. In the event of Tenant's default beyond anyapplicable grace periodp Landlord may collect rent from anySubtenant so long as such default or any other such defaultshall continue, and Landlord may apply the same to thecuring of any default hereunder in any order of priorityLandlord may select, any unapplied balance thereof to beapplied by Landlord against subsequent installments of basicrent, but Landlord's collection of rent from a Subtenantshall not constitute a recognition by Landlord of attornmentby such Subtenant.

(b) Landlord agrees, for the benefit of anySpace Tenant that, upon the request of such Space Tenant,the termination of this Lease pursuant to any of the provi-sions of Article 13 shall not result in the termination ofsuch Space Tenant's sublease and such sublease shall continuein accordance with its terms for the duration of the termnthereof, and Landlord will recognize the Space Tenant undersuch sublease as the direct tenant of Landlord, with thesame force and effect as if Landlord had originally enteredinto such sublease as landlord thereunder; provided,however, that at the time of the termination of this Lease(i) no default exists under the Space Tenant's subleasewhich at such time would then permit the landlord thereunderto terminate the same or to exercise any dispossess remedyprovided for therein and (ii) the Space Tenant shall deliverto Landlord an instrument confirming the agreement of suchSpace Tenant to attorn to Landlord and to recognize Landlordas the Space Tenant's landlord under its sublease; andprovided further, that if Landlord shall become the landlordunder any such sublease (x) Landlord shall not be liable forany prior default of Tenant under such sublease, (y) Landlordshall not be bound by any rent prepaid by such Space Tenantfor a period in excess of one (1) month or by any amendmentof modification of such sublease to which Landlord has notconsented and (z) Landlord shall not be obligated to performany work which Tenant has under such sublease agreed to



35

perform. Any such Space Tenant shall not be named or joinedin any action or proceeding by Landlord to recover possessionof the Premises or for any other relief. Landlord shall,with reasonable promptness after request of any such SpaceTenant made at the time of the making of such Space Tenant'ssublease or at any time thereafter, execute and deliver~such agreements evidencing and agreeing to the foregoing as.such Space Tenant shall reasonably require.

(c) Any act required to be performed by Tenantpursuant to the provisions of this Lease may be performedby any Subtenant and Landlord shall accept such performanceon the part of the Subtenant as though the same had beenperformed by Tenant.

(d) As security for the performance of Tenant'sobligations under this Lease, Tenant hereby agrees that ifand only for so long as Tenant shall be in default beyond anyapplicable grace period in the performance of any obligationunder this Lease, Tenant shall assign (and, subject to theconditions set forth herein, hereby does assign) to Landlordall of Tenant's interest in and to all present and futuresubleases of space in the Premiises, together with all modifi-cations, renewals and extensions thereof now existing orhereafter made, and also together with the rights to sue for,collect and receive all rents, additional rents and othersums payable to Tenant under such subleases; provided,however, that when and so long as Tenant shall not be indefault beyond any applicable grace period in the performanceof any obligation hereunder, the aforesaid assignment shallhave no force or effect and Tenant alone shall have the rightto enter into such subleases and modifications, renewals andextensions thereof and to sue for, collect and receive allrents, additional rents and other sums payable thereunder;and provided further, that the aforesaid assignment shall besubordinate to the rights of any Leasehold Mortgage andLandlord hereby expressly agrees that any assignment ofTenant's interest hereunder to any Le~asehold Mortgagee shallbe prior to any rights created in Landlord pursuant to thissubsection (d) of Section 11.02 hereof.

Section 11.03. No assignment of this Lease shallbe valid and no assignee shall take possession of thePremises or any portion thereof until an executed counter-part of the agreement of assignirent and an agreement by theassignee assuming the obligations of Tenant hereunder forthe balance of the term of this Lease, both of which agree-ments shall be in recordable form, shall have been deliveredto Landlord.



36

Section 11.04. if this Lease be assigned, whetheror not in violation of the provisions of this Lease, Land-lord may and is hereby empowered to collect the rentsprovided for herein and to enforce the provisions of thisLease against such assignee. Landlord may apply the netamount received by it from any such assignee to the basic

- - rent and other charges herein reserved, and no such col-lection nor any action to enforce the provisions of thisLease against any such assignee shall be deemed (a) anacceptance of the assignee as a tenant under this Lease or(b) a release of Tenant from the performance of the obliga-tions herein contained on the part of Tenant. Nothingcontained in this Article 11 shall be deemed to prohibitTenant from assigning its interest in this Lease or itsinterest as sublessor in any subleases to a Leasehold Mort-gagee as further security for the indebtedness outstandingunder such Leasehold Mortgage without obtaining an agreementfrom such Leasehold Mortgagee assuming the obligations ofTenant hereunder, provided that, as a condition precedent tothe exercise by such Leasehold Mortgagee of its rights underany such assignment, the Leasehold Mortgagee shall assumeTenant's obligations under this Lease.

Section 11.05. The making of any assignment,mortgage, pledge, encumbrance or subletting, in whole or inpart, shall not operate to relieve the- Tenant hgxt pzied!from its obligations under this Lease and, notwithstandingany such assignment, mortgage, pledge, encumbrance or sub-letting, the Tenant herejIn-named shall remain liable forthe payment of all Eiiiic _~rent ~ane~ other charges and for thedue performance of all the covenants, agreements, terms andprovisions of this Lease to the full end of the term of thisLease, whether or not there shall have been any prior term-ination of this Lease by summary proceedings or otherwise;provided that, if this Lease shall be assigned in accordancewith the provisions of Section 11.03 hereof, all referencesto *Tenant" in subdivisions (c) and (d) of Section 13.01hereof shall be deemed to refer only to the party thenowning Tenant's interest in this Lease.

Section 11.06. Each and every assignee, whetheror not approved by Landlord and whether as assignee or assuccessor in interest of any assignee of the Tenant hereinnamed, including any purchaser of the Lease under a fore-clbrsure of any Leasehold Mortgage or other lien on thisLease, shall, except as provided in Section 11.08(e) hereof,immediately be and become and remain liable for the paymentof the basic rent and other charges payable under this



37

Lease, and for the due performance of all the covenants,agreements, terms and provisions of this Lease on Tenant'spart to be performed to the full end of the term of thisLease and each and every provision of this Lease applicableto Tenant shall also apply to and bind every such as-signeeand purchaser with the same force and effect as though suchassignee or purchaser were the Tenant named in this Lease.

Section 11.07. Tenant from time to time duringthe term of this Lease, may make one or more LeaseholdMortgages without the prior written consent of Landlord,provided that Tenant or the Leasehold Mortgagee shallpromptly deliver to Landlord, in the manner herein pro-vided for the giving of notice to Landlord, a true copy ofeach Leasehold Mortgage and of any assignment thereof andshall notify Landlord of the address of the LeaseholdMortgagee to which notices may be sent.

Section 11.08. So long as any Leasehold Mortgagemade in accordance with the provisions of Section 11.07hereof shall remain unsatisfied of record or until writtennotice of satisfaction is given by the holder thereof toLandlord, the following provisions shall apply:

(a) when giving notice to Tenant of any defaultunder the provisions of subsection (a) or (b) ofSection 13.01 hereof or when giving to Tenant thesecond notice provided for in Section 13.01 hereof,Landlord will also send a copy of such notice toeach Leasehold Mortgagee and no such notice to Tenantshall be effective unless a copy of such notice is sosent to each Leasehold Mortgagee;

(b) each Leasehold Mortgagee will have the sameperiod after the giving of the notice aforesaid to itfor remedying the default or causing the same to beremedied as is given Tenant after notice to it;

(c) if Tenant shall default under any of theprovisions of this Lease, any Leasehold Mortgageeshall have the right to cure such default whetherthe same consists of the failure to pay rent or thefailure to perform any other matter or thing whichTenant is hereby required to do or perform and Land-lord shall accept such performance on the part of theLeasehold Mortgagee as though the same had been done orperformed by Tenant;

(d) in the case of any default by Tenant (includ-ing any of the events set forth in subsections (c) and(d) of Section 13.01 hereof), other than in the payment



38

of money hereunder, Landlord will take no action toeffect a termination of the term of this Lease by theservice of the notice of intention to end the term ofthis Lease provided for in Section 13.01 hereof byreason of any such default without first giving to theFirst Leasehold Mortgagee reasonable time within whicheither (i) to obtain possession of the Premises (includ-ing possession by a receiver) and cure much default inthe case of a default which is susceptible of beingcured when the First Leasehold Mortgagee has obtainedpossession, or (ii) to institute foreclosure proceed-ings and complete such foreclosure, or otherwiseacquire Tenant's interest under this Lease, withdiligence and continuity in the case of a default whichis not so susceptible of being cured by the FirstLeasehold Mortgagee; provided, however, that the FirstLeasehold Mortgagee shall not be required to continuesuch possession or continue such foreclosure proceedingsif the default which would have been the reason forserving such notice of intention shall be cured; andprovided further, that nothing in this subsection (d)shall require Landlord to refrain from taking action toeffect a termination of the term of this Lease (xunless the First Leasehold Mortgagee has agreed toperform the obligations of Tenant hereunder uponobtaining possession of the Premises, the completion offoreclosure proceedings or otherwise acquiring Tenant'sinterest under this Lease, and (y) in the case of amonetary default or a default in the performance of anon-monetary obligation of Tenant hereunder which maybe cured by the First Leasehold Mortgagee without firstobtaining possession of the Premises, completing aforeclosure proceeding or otherwise acquiring Tenant'sinterest under this Lease, unless the First LeaseholdMortgagee shall cure any such monetary default andagree to thereafter perform such monetary obligationand/or shall agree to cure any such nonmonetary defaultand to thereafter perform such nonmonetary obligation,as the case may be, and (z) if the First LeaseholdMortgagee is not an Institutional Investor, unless theFirst Leasehold Mortgagee shall by cash, by a suretycompany bond or by other security (all of which shallbe in an amount, in a company and in substance approvedby Landlord) secure performance of the obligations ofTenant which the First Leasehold Mortgagee has agreedto perform pursuant to clauses (x and (y) above;

(e) any Leasehold Mortgagee may become the legalowner and holder of this Lease by foreclosure of its



* ~~~~~~~~~39

Leasehold Mortgage or as a result of the assignmentof this Lease in lieu of foreclosure, whereupon suchLeasehold Mortgagee shall immediately become andremain liable under this Lease as provided in Section11.06 hereof, except that the liability imposed bySection 11.06 hereof upon such Leasehold Mortgageeshall be limited to the period of ownership by suchLeasehold Mortgagee of this Lease, provided that incase of any assignment of this Lease by such LeaseholdMortgagee, the Leasehold Mortgagee shall promptlydeliver to Landlord the assignee's assumption of thisLease without limitation as to duration of liability;

(f) in the event of the termination of this Leaseor of any succeeding lease made pursuant to the provi-sions of this subsection (f) prior to its stated expira-tion date, Landlord will enter into a new lease of thePremises with the First Leasehold Mortgagee for theremainder of the term, effective as of the date of suchtermination, at the basic rent and additional rent andupon the covenants, agreements, terms, provisions andlimitations herein contained, and subject to the thenexisting condition of the Premises and any rights ofSubtenants; provided:

(i) such First Leasehold Mortgagee makeswritten request upon Landlord for such new leasewithin forty (40) days from the date of such term-ination and such written request is accompanied bypayment to Landlord of all amounts then due toLandlord; and

(ii) such First Leasehold Mortgagee pays toLandlord at the time of the execution and deliveryof said new lease any and all sums which would atthe time of the execution and delivery thereof bedue under this Lease but for such termination andpays any and all expenses, including reasonablecounsel fees, court costs and disbursements,incurred by Landlord through the period ending onthe commencement date of the new lease in connec-tion with any such default and termination as wellas in connection with the execution and deliveryof such new lease, less the net income collectedby Landlord subsequent to the date of terminationof this Lease and prior to the execution anddelivery of the new lease, any excess of such netincome over the aforesaid sums and expenses to be



40

applied in payment of the basic rent thereafterbecoming due under said new lease;

(g) upon the execution and delivery of such newlease in accordance with the provisions of subsection

C L ~~(f) of this Section, all subleases which theretoforemay have been assigned and transferred to Landlordshall thereupon be assigned and transferred withoutrecourse by Landlord to the First Leasehold Mortgagee,as the new tenant, and the provisions of subsection (e)of this Section shall apply with equal force withrespect to such new lease; and

(h) if under the provisions of subsection (e) ofthis Section, or if under any such new lease made inaccordance with the provisions of subsection (f) ofthis Section, a Leasehold Mortgagee shall be theTenant, as a trustee, each and every obligation of suchtrustee shall be binding upon it solely in its fiduciarycapacity and shall have no force and effect againstsuch Leasehold Mortgagee in its individual capacity;but nothing herein shall relieve the trust of itsobligations and liability as Tenant hereunder or undersuch new lease.

Section 11.09. (a) Except for the rights of aFirst Leasehold Mortgagee to obtain a new lease of thePremises as set forth in Section 11.08(f) hereof, no mort-gage now or hereafter a lien upon this Lease shall extend toor affect the reversionary interest and estate of Landlordin and to the Premises.

(b) Landlord agrees, promptly after submission,to execute, acknowledge and deliver any agreements modify-ing this Lease requested by any First Leasehold Mortgagee,provided that such modification does not decrease Tenant'sobligations or decrease Landlord's rights or increaseLandlord's obligations pursuant to this Lease.

(c) Each Leasehold Mortgagee shall be givennotice of any arbitration proceedings by the parties hereto,and shall have the right to intervene therein and be madea party to such proceedings, and the parties hereto dohereby consent to such intervention. In the event that aLeasehold Mortgagee sha~ll not elect to intervene or becomea party to such proceedings, such Leasehold Mortgagee shallreceive notice of, and a copy of any award or decision madein said arbitration proceedings.



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(d) The term O~ortgage" whenever used herein,shall also include any instruments required in connectionwith a sale-leasebackc transaction of Tenant's interest underthis Lease.



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ARTICLE 12Landlord's Right to Perform Tenant's Covenants;

Cumulative Remedies; waivers

Section 12.01. If (a) Tenant shall at any time-.fail to pay any Imposition in accordance with the provisionsof Article 4, or to take out, pay for or maintain any in-surance policy required under Article 8, or shall fail toperform any other act required on its part to be performedunder this Lease and (b) the existence of a default underthis Lease shall not have been disputed by Tenant as pro-vided in Section 13.01(b) hereof and (c) such default shallcontinue for a period of thirty (30) days (or, in the eventof an emergency, such shorter period of time as shall bereasonable under the circumstances) after written noticethereof, specifying such default, shall have been given toTenant or, in the case of a default which cannot with duediligence be remedied by Tenant within thirty (30) days, ifTenant shall fail to proceed as promptly as may reasonablybe possible after the service of such notice and with duediligence to remedy the default or shall thereafter failto prosecute the remedying of such default with due dili-gence, then Landlord may, but shall not be obligated soto do, upon not less than ten (10) days' written notice toTenant (or, in the event of an emergency, upon such shorternotice as shall be reasonable under the circumstances) andwithout waiving or releasing Tenant from any obligations ofTenant in this Lease contained, for the account of and atthe expense of Tenant (x) pay any Imposition payable byTenant pursuant to the provisions of Article 4, or (y) takeout, pay for and maintain any insurance policy requiredunder Article 8, or (z) perform any other act on Tenant'spart required to be performed in accordance with the provi-sions of this Lease. All sums so paid by Landlord and allcosts and expenses paid or incurred by Landlord in connec-tion with the performance of any such act by Landlord,together with interest thereon from the date of making ofsuch expenditure by Landlord at the Maximum Rate (as de-fined in Section 12.03 hereof), shall be payable by Tenantto Landlord on demand or at the option of Landlord may beadded to any basic rent then due or thereafter becomingdue under this Lease. All sums which may become payableto Landlord by Tenant in accordance with this Article 12,and all sums payable by Tenant for Impositions pursuant toArticle 4, insurance premiums pursuant to Article 8 andall other charges and expenses of whatsoever nature which



43

Tenant is required to pay pursuant to this Lease, if notpaid when duet shall be deemed additional rent hereunder andpayable as aforesaid, and Landlord shall have (in additionto any other right or remedy of Landlord) the same rightsand remedies in the event of the non-payment of any suchjsums by Tenant as in the case of default by Tenant in the

-,payment of basic rent.

Section 12.02. Landlord may restrain any breachor threatened breach of any covenant, agreement, term,provision or condition herein contained, but the mentionherein of any particular remedy shall not preclude Landlordfrom any other remedy it might have either at law or inequity. The failure of Landlord to insist upon the strictperformance of any one of the covenants, agreements, terms,provisions or conditions of this Lease or to exercise anyright, remedy or election herein contained or permitted bylaw shall not constitute or be construed as a waiver orrelinquishment for the future of such covenant, agreement,term, provision, condition, right, remedy or election, butthe same shall continue and remain in full force and effect.Any right or remedy of Landlord in this Lease specified andany other right or remedy that Landlord may have at law, inequity or otherwise upon breach of any covenant, agreement,term, provision or condition in this Lease contained uponthe part of Tenant to be performed shall be distinct,separate and cumulative rights or remedies and no one ofthem, whether exercised by Landlord or not, shall be deemedto be in exclusion of any other. No covenant, agreement,term, provision or condition of this Lease shall be deemedto have been waived by Landlord unless such waiver be inwriting and signed by Landlord or Landlord's agent dulyauthorized in writing. Except as provided in Article 25hereof, the consent of Landlord to any act or matter mustbe in writing and shall apply only with respect to theparticular act or matter to which such consent is givenand shall not relieve Tenant from the obligation whereverrequired under this Lease to obtain the consent of Landlordto any other act or matter. Receipt or acceptance of anyrental by Landlord shall not be deemed to be a waiver of anydefault under the covenants, agreements, terms, provisionsand conditions of this Lease or of any right which Landlordmay be entitled to exercise under this Lease. In the eventthat Tenant is in arrears in the payment of any basic rentor other charge payable hereunder, Tenant waives Tenant'sright, if any, to designate the items against which anypayments made by Tenant are to be credited and Tenant agrees



44

that Landlord may apply any payments made by Tenant to anyitems Landlord sees fit irrespective of and notwithstandingany designation or request by Tenant as to the items againstwhich any such payments shall be credited. This Lease maynot be changed orally but only by an agreement in writingsigned by the party against whom enforcement of any waiver,

k_ 'tchange, modification or discharge is sought.

Section 12.03. If Tenant shall fail to make anypayment due to Landlord under this Article 12 or elsewhereunder this Lease within ten (10) days after demand therefor,then such payment shall bear interest from the date on whichthe same shall have become due at an annual rate (the'Maximum Rate') equal to the greater of (a) two percent (2%)above the then prime rate of Citibank, N.A. and (b) twelvepercent (12%), but in no event in excess of the maximumlegal rate of interest then chargeable to the then Tenantunder the laws of the State of New York.

ARTICLE 13Default

Section 13.01. In case one or more of the followingevents shall have occurred and shall not have been remedied:

(a) default shall be made in the payment of thebasic rent or additional rent or any other sum payablewhen due and such default shall continue for a periodof twenty (20) days after written notice thereof,specifying such default, shall have been given toTenant; or

(b) default shall be made in the performance ofany other covenant or agreement on the part of Tenantto be performed hereunder and such default shallcontinue for a period of sixty (60) days after writtennotice thereof, specifying such default, shall havebeen given to Tenant; provided, however, in the case ofa default which cannot with due diligence be remediedby Tenant within a period of sixty (60) days, if Tenantproceeds as promptly as may reasonably be possibleafter the service of such notice and with due diligenceto remedy the default and thereafter to prosecute theremedying of such default with due diligence, theperiod of time after the giving of such notice within



45

which to remedy the default shall be extended for suchperiod as may be necessary to remedy the samue with duediligence; provided, further, that if Tenant withinthirty (30) days after the giving of such notice ofdefault shall dispute the existence of a default thematter shall be determined by arbitration as providedin Article 14 hereof and if it shall be determined thatTenant is so in default, Tenant shall have thirty (30)days after receipt of notice of such determination (orsuch extended period as may be necessary to remedy thesame with due diligence in the case of a default whichcannot with due diligence be remedied within a periodof thirty (30) days) within which to remedy the same,said postponement to be subject to the' followingconditions: (i) the provisions of this proviso shallnot apply to any undisputed portion, if any, of thesubject matter of the challenged default notice and(ii) nothing in this proviso shall be construed topermit Tenant to delay compliance with the subjectmatter of a default notice for such period of time (A)as would make void or voidable any insurance coveragerequired to be maintained by Tenant pursuant to Article8 hereof or would make it impossible for Landlord toobtain liability insurance coverage, having onlycustomary exceptions and requirements, for its ownbenef it or (B) as would subject Landlord to any civilor criminal prosecution or (C) extending beyond thegiving of notice to Tenant of Landlord's receipt ofnotice from the holder of a first mortgage on the feeof the Premises that such delay in compliance consti-tutes a default by Landlord under such mortgage;provided, however, that any such compliance may beeffected by Tenant without prejudice to any contest itmay then be prosecuting pursuant to this subsection;or

(c) an involuntary petition shall be filed againstTenant under any bankruptcy or insolvency law or underthe Reorganization provisions of any law of like import,or a receiver of Tenant or of or for the property ofTenant shall be appointed without the acquiescence ofTenant, or whenever this Lease or the estate herebygranted or the unexpired balance of the term would, byoperation of law or otherwise, except for this provision,devolve upon or pass to any person, firm or corporationother than Tenant or any corporation in which Tenant maybe duly merged, converted or consolidated under statutory



46

procedure, and such situation under this subsection (c)shall continue and shall not be remedied by Tenantwithin one hundred twenty (120) days after the happeningof any such event; or

IL ~(d) Tenant shall make an assignment of the propertyof Tenant for the benefit of creditors or shall file avoluntary petition under any bankruptcy or insolvencylaw, or whenever any court of competent jurisdictionshall approve a petition filed by the Tenant under theReorganization provisions of any law of like import,or whenever a petition shall be filed by the Tenantunder the Arrangement provisions of any-law of likeimport, or whenever Tenant shall desert or abandonthe Premises, then

Landlord may, at Landlord's option, give to Tenant anotice (the *second notice") of intention to end the termof this Lease specifying a day not less than ten (10) daysthereafter and upon the giving of the second notice and ifsuch default shall not be cured within the specified period,then at the expiration of said specified period the term ofthis Lease and all right, title and interest of Tenanthereunder shall expire as fully and completely as if thatday were the Expiration Date, but Tenant shall remain liablefor damages as hereinafter provided.

Section 13.02. (a) It is covenanted and agreed byTenant that in the ev-ent of the expiration or termination ofthis Lease or of re-entry by Landlord under any of the pro-visions of this Article 13 or Article 23 hereof or pursuantto law, by reason of default hereunder on the part of Tenant,Tenant will pay to Landlord, as damages, at the election ofLandlord, either:

(i) a sum which at the time of such terminationof this Lease or at the time of any such re-entry byLandlord, as the case may be, represents the excess,if any, of:

(A) the aggregate basic rent which would havebeen payable by Tenant for the period com-mencing with such earlier termination ofthis Lease or the date of any such re-entry,as the case may be, and ending with theExpiration Date,

over



47

(B) the aggregate rental value of the Premisesfor the same period; or

(ii) sums equal to the basic rent and additionalrent which would have been payable by Tenant had thisLease not so terminated, or had Landlord not so re-entered the Premises, payable upon the rent daysspecified herein following such termination or suchre-entry and until the Expiration Date, provided,however, Landlord shall credit Tenant with the netrents, if any, received by Landlord from the Premises,including the basic rent payable under a new leasemade in accordance with Section 11.08(f) hereof, suchrents to be determined by first deducting from thegross rents as and when received by Landlord theexpenses incurred or paid by Landlord in terminatingthis Lease or of re-entering the Premises and ofsecuring possession thereof, as well as the expenses ofletting and re-letting, including altering and prepar-ing the Premises for new tenants, brokers' commissions,and all other expenses properly chargeable against thePremises and the rental therefrom; but in no eventshall Tenant be entitled to receive any excess of suchnet rents over the sums payable by Tenant to Landlordhereunder.

(b) If this Lease shall terminate prior to the de-termination of the Adjusted Value for the Fifth Period byreason of default hereunder on the part of Tenant, the de-termination of the sum provided for in clause (A) of sub-division (i) of subsection (a) of this Section 13.02 shalltake into account evidence of past changes in the AdjustedVal ue.

(c) Suit or suits for the recovery of such damages,or any installments thereof, may be brought by Landlord fromtime to time at its election, and nothing contained hereinshall be deemed to require Landlord to postpone suit untilthe Expiration Date.

(d) Nothing herein contained shall be construed aslimiting or precluding the recovery by Landlord againstTenant of any damages to which L'andlord may lawfully beentitled in any case other than those particularly providedfor above.

Section 13.03. Tenant, for Tenant, and on behalfof any and all persons claiming through or under Tenant,including creditors of all kinds, does hereby waive and



48

surrender all right and privilege which they or any of themmight have under or by reason of any present or future law,to redeem the Premises or to have a continuance of thisLease for the term hereby demised after being dispossessedor ejected therefrom by process of law or under the terms ofthis Lease or after the termination of this Lease as herein

*Lprovided, subject, however, to the rights of any LeaseholdMortgagee or Space Tenant as provided in Section 11.08 andSection 11.02(b) of this Lease, but not otherwise.

Section 13.04. The words 'enter', 'entry',Ore-enter' or 're-entry" are not restricted to their tech-nical legal meaning.

ARTICLE 14Arbitration

Section 14.01. In each instance specified in thisLease in which it shall become necessary to resort to arbi-tration or appraisal, such arbitration or appraisal shallbe determined as provided in this Article 14. The partydesiring such arbitration or appraisal shall give writtennotice to that effect to the other party, specifying in saidnotice the name and address of the person designated to actas arbitrator or appraiser on its behalf. Within fifteen(15) days after the service of such notice, the other partyshall give written notice to the first party specifying thename and address of the person designated to act as arbi-trator or appraiser on its behalf. If the second party failsto notify the first party of the appointment of its arbi-trator or appraiser, as aforesaid, within or by the timeabove specified, then appointment of the second arbitratoror appraiser shall be made in the same manner as hereinafterprovided for appointment of a third arbitrator or appraiserin a case where two arbitrators or appraisers are appointedhereunder and neither such arbitrators or appraisers nor theparties are able to agree upon appointment of a third arbi-trator or appraiser. The arbitrators or appraisers so chosenshall meet within ten (10) days after the second arbitratoror appraiser is appointed and if, within thirty (30) daysafter the second arbitrator or appraiser is appointed, thesaid two arbitrators or appraisers shall not agree upon thequestion in dispute, they shall themselves appoint a thirdarbitrator or appraiser who shall be a competent and impartialperson; and in the event of their being unable to agree upon



49

such appointment within five (5) days after the time afore-said, the third arbitrator or appraiser shall be selected bythe parties themselves if they can agree thereon within afurther period of ten (10) days. If the parties do not soagree, then either party, on behalf of both, may request suchappointment by the then President of the Association of the$ar of the City of New York (or any organization successor

K ~~thereto), or in his absence, failure, refusal or inability toact, then either party may apply to the Supreme Court, NewYork County for the appointment of such third arbitrator orappraiser, and the other party shall not raise any questionas to the Court's full power and jurisdic~tion to entertainthe application and make the appointment. In the event ofthe failure, refusal or inability of any arbitrator to act,his successor shall be appointed within ten (10) days by theparty who originally appointed him, except that, in the caseof the third arbitrator or appraiser, his successor shall beappointed as hereinabove provided. The decision of thearbitrators or appraisers so chosen shall be given withinthirty (30) days after the appointment of such third arbi-trator or appraiser. The decision in which any two (2)arbitrators or appraisers so appointed and acting hereunderconcur shall in all cases be binding and conclusive upon theparties. Each party shall pay the fees and expenses of theone of the two original arbitrators or appraisers appointedby such party, or in whose stead as above provided sucharbitrator or appraiser was appointed, and the fees and ex-penses of the third arbitrator or appraiser, if any, shallbe borne equally by both parties. The fees and expenses ofcounsel for the respective parties and of witnesses shall bepaid by the party engaging such counsel or calling suchwitnesses.

Section 14.02. (a) In each instance specified inthis Lease for the determination of a matter by arbitration,the same shall be settled and finally determined by arbitra-tion in New York City in accordance with the rules of theAmerican Arbitration Association or its successor (exceptthat the selection of arbitrators shall be made in accordancewith the provisions of Section 14.01 hereof), and thejudgment upon the award rendered therein may be entered inany court having jurisdiction thereof.

(b) Each arbitrator designated or appointed pur-suant to this Article 14 for the determination of a matternot involving a claimed monetary default hereunder shall bea member of the American Arbitration Association.



50

(c) Each appraiser designated or appointed pur-suant to this Article 14 shall be a qualified, independentreal estate appraiser having at least three (3) years' ex-perience appraising real estate in the Borough of Manhattan.

ARTICLE 15Brokerage

Section 15.01. Landlord and Tenant each representto the other that it has not dealt with any broker in connec-tion with this lease transaction.

ARTICLE 16Landlord's Title

Section 16.01. Landlord warrants and represents,upon which warranty and representation Tenant has relied inthe execution of this Lease, that there are no tenants,occupants or other parties in possession of the Premises, orhaving any right to the use or possession thereof, except asis set forth on Exhibit B; that Landlord has delivered toTenant true and complete copies of all existing leases orother agreements for the use or occupancy of all or anyportion of the Premises; and that Landlord has full right andlawful authority to execute this Lease for the term, in themanner and upon the conditions and prcvisions herein contained.

ARTICLE 17Failure to Construct the Building; Certain

Demolition and Construction During LastTwenty-Five Years of Term

Section 17.01. If, at any time after demolition ofthe existing buildin~g-sand prior to sub'stantial completion ofthe construction of the Building, this Lease shall terminateon account of the default by Tenant hereunder or by mutualagreement of the parties hereto, then Tenant shall, withinten (10) days after such termination, pay to Landlord thesum of One Million Dollars ($1,000,000.00), which amountshall be payable to Landlord by Tenant in addition to anysums for which Tenant may be liable pursuant to Article 13of this Lease.



5 1

Section 17.02. (a) If at any time during the lasttwenty-five (25) years of the term of this Lease Tenantshall desire to demolish the Building and not to erect a

eplcemntBuilding of value at least substantially equalIothe then value of the Building, then Tenant shall notify

~Landlord of such intention, whereupon Landlord shall, notlater than sixty (60) days after receipt of said notice,give to Tenant a notice that Landlord has elected to:

(i) consent to the action proposed to be takenby Tenant, in which event the provisions of subsection(b) of Section 7.05 hereof shall not apply to thedemolition of the Building; or

(ii) terminate this Lease, in which event suchnotice given by Landlord to Tenant shall specify a dateat least sixty (60) days after the giving thereof uponwhich date this Lease shall terminate, and on the datespecified therefor this Lease and the term and estatehereby granted shall terminate with the same effect asif such date were the Expiration Date; or

(iii) extend the term of this Lease beyond theExpiration Date for such period of time as shall berequired in order that there shall be not less thanfifty (50) years remaining in the term of this Lease(as so extended) from and after the date of the givingof such notice.

(b) In the event that Landlord shall elect toextend the term of this Lease as provided in clause (iii) ofsubsection (a) above:

(i) Tenant shall comply with the provisions ofsubsection (b) of Section 7.05 hereof;

(ii) this Lease shall be extended on all of thecovenants, agreements, terms, provisions and conditionsas are herein contained (unless changed or modified bymutual agreement), except such of-the provisions hereofas have been rendered inapplicable by the passage oftime but including the provisions of Section 9.04hereof and this Section 17.02, and except further that(A) the term "Expiration Date" shall mean the datewhich is the date prior to the fiftieth (50th) anni-versary of the date of the giving of Landlord's noticeof election to extend the term of this Lease as setforth in clause (iii) of subsection (a) above; (B) the



52

Fifth Period shall terminate on April 30, 2080; (C)*Sixth Periods shall mean the period commencing on May1, 2080 (the OSixth Period Commencement Dates) andterminating on April 30, 2100; (D) "Seventh Period"shall mean the period commencing on May 1, 2100 (the'Seventh Period Commencement Date") and terminating onthe earlier of the Expiration Date or April 30, 2120;(E) (if the Expiration Date shall be a date subsequentto April 30, 2120), 'Eighth Period' shall mean theperiod commencing on May 1, 2120 (the 'Eighth PeriodCommencement Date") and terminating on the ExpirationDate; (F) Section 3.01(b) and Section 3.02(b) hereofshall be deemed to refer to the Sixth, Seventh and (ifapplicable) Eighth Periods; (G) Section 3.02 hereofshall be deemed to refer to the Sixth, Seventh and (ifapplicable) Eighth Period Commencement Dates; and (H)Section 13'.02(b) hereof shall be deemed to refer to theEighth Period, except that if the Expiration Dateshall be a date prior to April 30, 2120, said Section13.02(b) shall be deemed to refer to the SeventhPeriod.

ARTICLE 18Quiet Enjoyment; Transfer of Landlord's Interest

Section 18.01. Landlord covenants that if and solong as Tenant keeps and performs each and every covenant,agreement, term, provision and condition herein contained onthe part and on behalf of Tenant to be kept and performed,Tenant shall quietly enjoy the Premises without hindrance ormolestation by Landlord or any party claiming by, through orunder Landlord, subject to the covenants, agreements, terms,provisions and conditions of this Lease.

Section 18.02. It is expressly understood andagreed that the term "Landlord", as used in this Lease,means only the owner for the time being of the Land, and inthe event of the sale, assignment or transfer by such ownerof its or their interest in said Land and in this Lease,such owner shall thereupon be released and discharged fromall covenants and obligations of Landlord thereafter accru-ing; but such covenants and obligations shall be bindingupon and shall be deemed to have been assumed by each newowner for the time being of the Land without the need of afurther agreement. Without limiting the foregoing, Tenantagrees to execute such instruments as any such owner mayreasonably require in order to effectuate the foregoing.



53

Notwithstanding anything to the contrary contained in thisLease, it is specifically understood and agreed that theliability of Landlord hereunder shall be limited to theequity of Landlord in the Premises in the event of a breach

j ~y Landlord of any of the terms, covenants and conditions of:this Lease to be performed by Landlord. In furtherance ofthe foregoing, Tenant hereby agrees that any judgment it mayobtain against Landlord as a result of a breach of any ofthe terms, covenants or conditions hereof by Landlord shallbe enforceable solely against Landlord's fee interest in thePremises or the proceeds thereof.

ARTICLE 19Waiver-of Jury Trial

Section 19.01. The parties hereto waive a trialby jury of any and all issues arising in any action orproceeding between them or their successors or assigns underor connected with this Lease or any of its provisions or anynegotiations in connection therewith or Tenant's use oroccupation of the Premises. In addition, Tenant herebywaives any right to interpose any counterclaim in any sum-mary proceeding commenced by Landlord for non-payment ofthe basic rent or additional rent hereunder.

ARTICLE 20Notices

Section 20.01. All notices, demands, requests,approvals or other communications which may be or arerequired to be given, served or sent by either party to theother shall be in writing and shall be deemed to have beenproperly given or sent:

(a) If intended for Tenant - by mailing byregistered or certified mail, return receipt requested,with the postage prepaid, addressed to Tenant at theaddress hereinabove set forth, Attention: Cashier,with a copy thereof mailed as aforesaid to Citibank,N.N., Citicorp Center, 153 East 53rd Street, New York,New York 10043o Attention: Arthur E. Driscoll-FinanceDivision;

(b) If intended for Landlord - by mailing by re-gistered or certified mail, return receipt requested,



54

with the postage prepaid, addressed to Donald J. Gordonat his address hereinabove set forth, with copiesthereof mailed as aforesaid to Eugene Go King, Esq.,Delson & Gordon, 230 Park Avenue, New York, New York10017 and to George H. Ross, Esq.# Dreyer & Traubt 90Park Avenue# New York, New York 10016.

(c) If intended for a Leasehold Mortgagee -

either by delivery thereof personally (if an in-dividual) or by delivery thereof personally to anof ficer (if a corporation) or by mailing by regis-tered mail with the postage prepaid, addressed tosuch Leasehold Mortgagee at the address furnishedto Landlord pursuant to the provisions of Section11.07 hereof.

Each party and each Leasehold Mortgagee may designate bynotice in writing a new address to which any notice, demand,

request, approval or communication may hereafter be so given,served or sent; provided that no more than one (1) individualor trustee shall be so designated by Landlord at any giventime. Each notice, demand, request, approval or communica-tion which shall be mailed by registered mail to Landlord,Tenant or a Leasehold Mortgagee in the manner aforesaidshall be deemed sufficiently given, served or sent for allpurposes hereunder at the time such notice, demand, request,approval or communication shall be delivered to any postoffice or branch post office or mail box regularly maintainedby the United States Government, as the case may be.

ARTICLE 21Estoppel Certificate

Section 21.01. The parties agree that atany time and from tim-eto time during the term of thisLease upon written request of either party and at the

reasonable cost and expense of the party requesting thesame, Landlord or Tenant, as the case may be, will, withinten (10) days after such request, execute, acknowledge anddeliver to the other party a certificate stating:

(a) this Lease is in full force and effect (or,if this Lease has been modified, stating that thisLease is in full force and effect as modified andidentifying the modifications);

(b) the dates to which the basic rent and othercharges payable hereunder have been paid; and



55

(c) whether or not there are any existing defaultshereunder to the knowledge of the party executing thecertificate, and specifying the nature of such defaults,if any.

ARTICLE 22invalidity of Particular Provisions;

No Waivers; Construction

Section 22.01. If any term or provision of thisLease or the applicat--ion thereof to any person or circum-stances shall, to any extent, be invalid or unenforceable, theremainder of this Lease, or the application of such term orprovision to persons or circumstances other than those as towhich it is held invalid or unenforceable, shall not beaffected thereby, and each term and provision of this Leaseshall be valid and be enforced to the fullest extent permittedby law.

Section 22.02. Failure of Landlord or Tenant tocomplain of any act or omission on the part of the otherparty or to take any action in response to such act oromission, no matter how long the same may continue, shallnot be deemed to be a waiver by said party of any of itsrights hereunder. No waiver by Landlord or Tenant at anytime, express or implied, of any breach of any provision ofthis Lease shall be deemed a waiver of a breach of any otherprovision of this Lease or a consent to any subsequentbreach of the same or any other provision.

Section 22.03. This Lease shall be governed by andconstrued and enforced in accordance with the laws of theState of New York.

ARTICLE 23End of Term; Surrender

Section 23.01. Subject to the provisions of Section7.07 hereof, upon the Expiration Date or the date of earliertermination of this Lease (collectively the OTerminationDatem) Tenant shall peaceably surrender and yield up untoLandlord all and singular the Premises, in their then orderand condition, Tenant having no obligation to restore thePremises to the condition existing on the Commencement Date.Upon such Termination Date, Tenant shall deliver to Landlord



56

all leases, lease files, plans, records and other documentswhich may be necessary or appropriate for the proper opera-tion and management of the Premises. Upon the TerminationDate, Landlord may without further notice enter upon, re-entere possess and repossess itself thereof, by force, sum-~mary proceedings, ejectment or otherwise, and may dispossess

l and remove Tenant and all other persons and property fromthe Premises, subject to the rights, if any, of a Leaseholdmortgagee as provided in Section 11.08 hereof and of anySpace Tenant as provided in Section 11.02(b) hereof, and mayhave, hold and enjoy the Premises and the right to receiveall rental and other income of and from the same.

Section 23.02. Subject to the rights, if any, ofa Space Tenant as provided in Section 11.02(b) hereof, anyremovable property (except money, securities and other likevaluables) of Tenant or any Subtenant which shall remain onthe Premises after the Termination Date and the removal ofTenant from the Premises may, at the option of Landlord, bedeemed to have been abandoned by Tenant and may either beretained by Landlord as its property or be disposed of,without accountability, in such manner as Landlord may seefit. However, subject to the provisions of Section 7.07hereof, Landlord shall also have the right to require Tenantto remove any such property of Tenant or such Subtenant atany such time at Tenant's own cost and expense, providedthat Landlord shall give Tenant written notice requestingthe removal of any such property of Tenant or such Subtenantfrom the Premises. If such property or any part thereof besold, Landlord may receive and retain the proceeds of suchsale and apply the same, at its option, against the expensesof the sale, the cost of moving and storage, any arrears ofbasic rent or additional rent or other charges payablehereunder and any damages to which Landlord may be entitledunder Article 13 hereof or pursuant to law. From and afterthe Termination Date, Landlord shall not be responsible for

any loss or damage occurring to any property owned byTenant, unless caused by the gross negligence or wilfulmisconduct of Landlord, its agents or employees.

Section 23.03. The provisions of this Article 23shall surv~ive -the Termination Date.

ARTICLE 24Mortgage of the Pee; Memorandum of Le~ase

Section 24.01. Landlord shall have the unrestrictedright to mortgage its fee interest in the Premises, subject,however, to Tenant's interest under this Lease and any new



57

lease made pursuant to the provisions of subsection (f) ofSection 11.08 hereof. Tenant agrees, promptly after submis-sion, to execute, acknowledge and deliver any agreementsmodifying this Lease requested by any fee mortgagee, pro-

-~ Lvided that such modification does not decrease Landlord's.,obligations or decrease Tenant's rights or increase Tenant'sobligations pursuant to this Lease.

Section 24.02. Landlord and Tenant shall, at the

request of either partyr promptly execute and deliver dupli-cate originals of an instrument, in recordable form, settingforth a description of the Premises,, the term of this Leaseand any other provisions hereof (except the rent provisions)as either party may request.

ARTICLE 25Consent of Landlord and Tenant

Section 25.01. Whenever the consent or approvalof Landlord or Tenant i1s required under this Lease, Landlordand Tenant agree that such consent or approval shall not beunreasonably withheld or delayed. In any event, failure ofLandlord or Tenant to notify the other of its consent orapproval or the withholding thereof, within twenty (20) daysafter request therefor (except where some other period oftime is expressly provided for in this Lease) shall consti-tute Landlord's or Tenant's consent or approval, as the casemay be. If either party shall withhold its approval of orconsent to any proposed action, person or thing, such partyshall specify its reasons therefor. If Landlord or Tenantshall contend that the other party is unreasonable in with-holding any such consent or approval, the question shall bedecided by arbitration in the manner provided in Article 14hereof. If the arbitrator or arbitrators shall determine thatsuch other party was unreasonable in withholding any such con-sent or approval, such consent or approval shall thereupon bedeemed to have been given and such other party shall forthwithpay and/or reimburse the first party for all costs incurredby the first party (including the fees and expenses of counseland witnesses) in connection with such arbitration, whichconsent or approval and reimbursement shall be the firstparty's sole remedy. No consent or approval from an infant

or person under disability shall be necessary.



58

ARTICLE 26Trustee's Disclaimer of Individual Liability

Section 26.01. Eugene G. King is acting herein inthe representative or fiduciary capacity above-mentioned and

- - each agreement herein made by him is binding upon him solelyJ.n his capacity as such trustee and shall have no force andeffect against him individually or against his legal repre-sentatives, distributees or assigns. Donald J. Gordon isacting herein in the representative or fiduciary capacityabove-mentioned and each agreement herein made by him insuch capacity is binding upon him solely in such capacityand shall have no force and effect against him individuallyor against his legal representatives, distributees orassigns; provided, however, that nothing herein containedshall limit the liability of Donald J. Gordon insofar as heis acting herein in an individual capacity.

ARTICLE 27Covenants Binding

Section 27.01. The covenants, agreements? terms,provisions and conditions of this Lease shall be binding uponand inure to the benefit of the successors and assigns ofLandlord and Tenant.

IN WITNESS WHEREOF, the parties hereto have dulyexecuted this instrument as of the day and year first abovewritten. L

Dbnald J. Gordjdn

Ali e S. Joseph

Eugette G. King, as Tr tee

Donald J. Gorcd.nv as Trustee

CITIBANK, N.A.

By er A6k6Artu .D~clVice President



STATE OF NEW YORK)SS.:

COUNTY OF NEW YORK )

On this 21st day of May, 1980, before me personally,came DONALD J. GORDON and ALICE S. JOSEPH, to mec known to be'the individuals described in and who executed the foregoinginstrument, and acknowledged that they executed the same.

NSADORE W. SPAPF.otrnPbMoitry Pu~ific. S:-xe c! %ew. Vcrk,

No. ~1~~i - Ie5Ouafficd i New VY'. Ccunty

Commissicn Expirga march 30, 98

STATE OF NEW YORK ): 55.:

COUNTY OF NEW YORK )

On this 2is day of May, 1980, before me personallycame EUGENE G. KING, to me known to be one of the Trusteesdescribed in and who executed the foregoing instrument, andacknowledged that they executed the same as Trustees as

aforesaid.

CC N~~~~~otary Puolic

\ ~ ~ ~ ~ ~ ~ ~ ~~~~Vr:3.V



STATE OF NEW YORK)

COUNTY OF NEW YORK)

~cameDONAL this 21st day of May, 1980, before me personally* ~ iae OADJ. GORDON, to me known to be one of the Trustees* ~ -described in and who as Trustee executed the foregoing

instrument, and acknowledged that they executed the same asTrustees as aforesaid.

L zNotary Public

STATE OF NEW YORK)SS.:

COUNTY OF NEW YORK)

On this 21st day of May, 1980, before me personallycame ARTHUR E. DRISCOLL, to me known, who, being by me dulysworn, did depose and say that he resides at If' PpI'-- Dv&.S."p-1 PIt 4 ;hat he is a Vice-President of CITIBANK,N.7., hec rporation described in and which executed theabove instrument; and that he signed his name thereto byauthority of the by-laws of said corporation.

NoaE W'.- S 'fREn

C42msi.~i Yhorft Notary P ic

"'ac D 982



EXHIBIT A

1. For Cynthia Jill Friedberg, made December 10, 1970 byL.S. Kandell.

2. For Cynthia Jill Friedberg, made December 10, 1970 byF. Kandell.

3. For Elinor Friedberg, made December 10, 1970 by L.S.Karndell.

4. For Elinor Friedberg, made December 10, 1970 byF. Karndell.

5. For Benjamin Jeffrey Josephr made May 29, 1974 by L.S.Kandell.

6. For Benjamin Jeffrey Joseph, made May 29, 1974 byF. Kandell.

7. For Jonathan Friedberg, made August 10, 1978 by L.S.Kandell.

8. For Jonathan Friedberg, made August 101 1978 byF. Karndell.

9. For Andrew Jonathan Joseph, made August 10, 1978 byL.S. Kandell.

10. For Andrew Jonathan Joseph, made August 10, 1978 byF. Kandell.



EXHIBIT B

1. Lease dated January 4, 1966, between WilsonAPropertiesr Inc., as landlord, and Lanclan Rest. Corp., as-.tenant, as amended by letters dated August 7, 1969 and May20, 1974, as modified by Lease Modification Agreement, datedAugust 18, 1976, between North American Mortgage Investors,as landlord, and 889 3rd Ave. Restaurant Corp., as tenant.

2. Lease dated June 26, 1975, between WellingtonAssociates, Inc., as landlord, and Corinna Donut 3rd Ave.,Inc., as tenant, as amended by letter dated November 11,1975, as modified by Lease Modification Agreement datedApril, 1976, between North America Mortgage Investors, aslandlord, and Corinna Donut 3rd Ave., Inc., as tenant.



EXHIBIT C

Adjoining Parcels

I Any one or more of those certain lots, pieces or'parcels of land (other than the Land) situate lying andbeing in the Borough of Manhattan, City, County and State ofNew York, and located in the block bounded on the west byThird Avenue, on the east by Second Avenue, on the north byEast 54th Street and on the south by East 53rd Street.



2020 exhibit a

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