new issue book-entry only $357,925,000 variable rate...

NEW ISSUE BOOK-ENTRY ONLY

$357,925,000VARIABLE RATE CERTIFICATES OF PARTICIPATION, SERIES 2004A

(Auction Rate Securities)Evidencing Proportionate Interests in the Principal and

Interest Components of Base Rent Paid Severally and Not Jointly byNEW YORK CITY TRANSIT AUTHORITY

METROPOLITAN TRANSPORTATION AUTHORITYTRIBOROUGH BRIDGE AND TUNNEL AUTHORITY

consisting of

$75,000,000 Subseries 2004A-1 $72,925,000 Subseries 2004A-2 $70,000,000 Subseries 2004A-3$70,000,000 Subseries 2004A-4 $70,000,000 Subseries 2004A-5

Dated: Date of Delivery Due: January 1, 2030

The Series 2004A Certificates are being executed and delivered to refund certain outstanding certificates of participation, theproceeds of which were used to finance certain building and leasehold improvements to an office building occupied by the New York CityTransit Authority (the Transit Authority), the Metropolitan Transportation Authority (MTA) and its subsidiaries, and the TriboroughBridge and Tunnel Authority (TBTA) located at 2 Broadway in New York City.

The Series 2004A Certificates represent proportionate interests in the principal and interest components of Base Rent paid severally,but not jointly, by the Transit Authority, MTA and TBTA pursuant to a Leasehold Improvement Sublease Agreement, as further describedherein (the Leasehold Improvement Sublease). The Transit Authority is obligated to pay 68.7% of the Base Rent under the LeaseholdImprovement Sublease, MTA 21.0% and TBTA 10.3%. As the occupancy of the agencies changes from time to time, the agencies willsub-sublease from one another in a manner that will not change their underlying obligation to pay their respective percentages.

The obligations of the Transit Authority, MTA (solely on behalf of The Long Island Rail Road Company (LIRR) and Metro-North Commuter Railroad Company (MNCRC)) and TBTA to pay Base Rent are special obligations payable as an operating andmaintenance expense of the Transit Authority and MTA’s subsidiaries (LIRR and MNCRC) and as a subordinated operating andmaintenance expense of TBTA, all as described herein, solely from the revenues described herein under ‘‘SECURITY ANDSOURCES OF PAYMENT FOR THE CERTIFICATES.’’ Such obligations are subordinate to the payment of certain bonds, notesand other obligations of such entities currently outstanding and hereafter to be issued or incurred as described herein under‘‘PRIOR CLAIMS ON REVENUES.’’

The Series 2004A Certificates, the Leasehold Improvement Sublease and the obligation to pay Base Rent thereunder do notconstitute or create a debt of the Leasehold Improvement Sublessees, the State of New York or The City of New York and neitherthe State nor the City are liable thereon. MTA, LIRR, MNCRC, the Transit Authority and TBTA do not have taxing powers.

The Series 2004A Certificates initially will be in the Auction Rate Mode. For a description of the method of determination ofinterest rates, interest periods, interest payment dates and certain other terms applicable to the Series 2004A Certificates, see theinside cover page. This official statement, in general, describes the Series 2004A Certificates only during the Auction Rate Mode.

Payment of principal and interest represented by the Series 2004A Certificates when due will be insured by a municipal bondinsurance policy to be issued by Ambac Assurance Corporation simultaneously with the execution and delivery of the Series 2004ACertificates.

Price — 100%

In the opinion of Nixon Peabody LLP, Certificate Counsel, under existing law and relying on certain representations by the TransitAuthority, MTA and TBTA and assuming the compliance by the Transit Authority, MTA and TBTA with certain covenants, the portion ofthe Base Rent payments to be made by the Transit Authority, MTA and TBTA under the Leasehold Improvement Sublease paid anddenominated as interest and received by the Series 2004A Certificate Owners (the ‘‘Interest Component’’) is

s excluded from a Certificate Owner’s federal gross income under the Internal Revenue Code of 1986,

s not a preference item for a Certificate Owner under the federal alternative minimum tax, and

s included in the adjusted current earnings of a corporation under the federal corporate alternative minimum tax.

Also, in Certificate Counsel’s opinion, under existing law the Interest Component is exempt from personal income taxes of New YorkState or any political subdivisions of the State, including The City of New York.

The Series 2004A Certificates are subject to prepayment prior to maturity as described herein.

The Series 2004A Certificates are offered when, as, and if issued, subject to certain conditions, and are expected to be deliveredthrough DTC’s facilities, on or about September 22, 2004.

This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms ofthe Series 2004A Certificates. Investors are advised to read the entire official statement, including all portions hereof included by specificcross-reference, to obtain information essential to making an informed decision.

UBS Financial Services Inc. Bear, Stearns & Co. Inc. Lehman Brothers

September 9, 2004

$357,925,000

VARIABLE RATE CERTIFICATES OF PARTICIPATION, SERIES 2004A

(Auction Rate Securities)

Evidencing Proportionate Interests in the Principal and

Interest Components of Base Rent Paid Severally and Not Jointly by

NEW YORK CITY TRANSIT AUTHORITY

METROPOLITAN TRANSPORTATION AUTHORITY

TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY consisting of

$75,000,000 Subseries 2004A-1 $72,925,000 Subseries 2004A-2 $70,000,000 Subseries 2004A-3

$70,000,000 Subseries 2004A-4 $70,000,000 Subseries 2004A-5

The initial interest rate established by MTA, as agent for the Transit Authority, MTA and TBTA (the“Agent”), for each subseries of the Series 2004A Certificates will apply to the period commencing on their date ofexecution and delivery to and including the applicable initial Auction Date. Thereafter, each subseries will bearinterest at an Auction Rate resulting from an Auction conducted for each Auction Period on each Auction Date inaccordance with the Auction Procedures described in this official statement, subject to certain conditions andexceptions. Interest on each subseries of Series 2004A Certificates will be payable commencing on the initialInterest Payment Date for each such subseries, and on each Interest Payment Date thereafter. The initial AuctionDate and each Auction Date thereafter and the initial Interest Payment Date and each Interest Payment Datethereafter are set forth below for each subseries of Series 2004A Certificates.

Subseries Initial Auction Date Auction Date*AuctionPeriod*

Initial InterestPayment Date

InterestPayment Date*

2004A-1 October 4, 2004 each Monday 7-day October 5, 2004 each Tuesday2004A-2 October 5, 2004 each Tuesday 7-day October 6, 2004 each Wednesday2004A-3 October 6, 2004 each Wednesday 7-day October 7, 2004 each Thursday2004A-4 October 28, 2004 each fifth Thursday 35-day October 29, 2004 each fifth Friday2004A-5 November 5, 2004 each fifth Friday 35-day November 8, 2004 each fifth Monday

__________* Subject to certain conditions and exceptions as described in Attachment 4 – Auction Procedures.

Prospective purchasers of each subseries of Series 2004A Certificates should carefully review the AuctionProcedures described in Attachment 4, and should note that such procedures provide that (i) a Bid or Sell Orderconstitutes a commitment to purchase or sell Series 2004A Certificates based upon the results of an Auction, (ii)Auctions will be conducted through telephone, facsimile transmission or other similar electronic means ofcommunication, and (iii) settlement for purchases and sales will be made on the Business Day following an Auction.Beneficial interests in Series 2004A Certificates may be transferred only pursuant to a Bid or Sell Order placed in an Auction or to or through a Broker-Dealer.

The length of an Auction Period for each subseries of Series 2004A Certificates may be changed asdescribed herein. The Series 2004A Certificates of such subseries will not be subject to mandatory tender forpurchase upon a change in the length of an Auction Period; however, notice of such change will be given as furtherdescribed herein and any Series 2004A Certificates that are not the subject of a specific Order shall be deemed to besubject to a Sell Order.

The Bank of New York will serve as Auction Agent. UBS Financial Services Inc., Bear, Stearns & Co. Inc.and Lehman Brothers will serve as Broker-Dealers for each subseries of the Series 2004A Certificates.

The Underwriters may effect transactions that stabilize or maintain the market price of the Series 2004A

Certificates at a level above that which might otherwise prevail in the open market. The Underwriters are not

obligated to do this and are free to discontinue it at any time.

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Members of the Boards

of

Metropolitan Transportation Authority

New York City Transit Authority

Triborough Bridge and Tunnel Authority

Website: www.mta.info

Peter S. Kalikow ............................................................................................................................................. Chairman

David S. Mack ........................................................................................................................................ Vice-Chairman

Edward B. Dunn ..................................................................................................................................... Vice-Chairman

Andrew B. Albert............................................................................................................................ Non-Voting Member

John H. Banks.................................................................................................................................................... MemberJames F. Blair ................................................................................................................................. Non-Voting Member

Nancy Shevell Blakeman................................................................................................................................... Member

Anthony J. Bottalico ....................................................................................................................... Non-Voting Member

Michael J. Canino ........................................................................................................................... Non-Voting Member

Barry L. Feinstein .............................................................................................................................................. Member

Lawrence W. Gamache...................................................................................................................................... MemberJames H. Harding, Jr.......................................................................................................................................... Member

Susan L. Kupferman .......................................................................................................................................... Member

Mark D. Lebow.................................................................................................................................................. Member

James L. McGovern........................................................................................................................ Non-Voting Member

Mark Page.......................................................................................................................................................... MemberErnest J. Salerno ................................................................................................................................................ Member

Andrew M. Saul................................................................................................................................................. Member

James L. Sedore, Jr ............................................................................................................................................ Member

James S. Simpson .............................................................................................................................................. Member

Edward A. Vrooman.......................................................................................................................................... Member

Ed Watt ........................................................................................................................................... Non-Voting MemberAlfred E. Werner ............................................................................................................................................... Member

----------------

Katherine N. Lapp ............................................................................................................................ Executive Director

Stephen L. Kessler .................................................................................................. Chief Financial Officer of the MTA

NIXON PEABODY LLPNew York, New York

Certificate Counsel

GOLDMAN, SACHS & CO.New York, New York

Financial Advisor

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SUMMARY OF TERMS

The Transit Authority, MTA and TBTA have prepared this Summary of Terms to describe the specific terms of the Series2004A Certificates. The information in this official statement, including the materials filed with the repositories andincluded by specific cross-reference as described herein, provides a more detailed description of matters relating to theTransit Authority, MTA and TBTA and to the Series 2004A Certificates. Investors should carefully review that detailedinformation in its entirety before making a decision to purchase any of the certificates being offered.

Leasehold ImprovementSublessees ................................ ........ New York City Transit Authority, Metropolitan Transportation Authority (acting on

behalf of its commuter railroad subsidiaries), and Triborough Bridge and TunnelAuthority, all of which are public benefit corporations of the State of New York.

Certificates Being Offered ............... Variable Rate Certificates of Participation, Series 2004A (Auction Rate Securities)Evidencing Proportionate Interests in the Principal and Interest Components of BaseRent Paid Severally and Not Jointly by the Transit Authority, MTA and TBTA.

Purpose of Issue............................... To refund certain outstanding Certificates.

Maturity ................................ ........... January 1, 2030.

Denominations................................ . $25,000 and integral multiples of $25,000.

Auction Dates, Auction Periodsand Interest Payment Dates.............. See inside cover.

Prepayment ................................ ...... See “DESCRIPTION OF SERIES 2004A CERTIFICATES – Prepayment Prior toMaturity” in Part I.

Sources of Payment and Security .... The Series 2004A Certificates represent proportionate interests in the principal andinterest components of Base Rent paid severally and not jointly by the TransitAuthority, MTA and TBTA pursuant to a Leasehold Improvement SubleaseAgreement as described herein. The Transit Authority is obligated to pay 68.7% ofthe Base Rent under the Leasehold Improvement Sublease, the Authority 21.0% andTBTA 10.3%.

Credit Enhancement......................... Municipal bond insurance policy from Ambac Assurance Corporation.

Registration of the Series 2004ACertificates................................ .......

DTC Book-Entry-Only System. No physical certificates evidencing ownership of acertificate will be delivered, except to DTC.

Certificate Counsel .......................... Nixon Peabody LLP, New York, New York.

Tax Status ................................ ........ See “TAX MATTERS” in Part III.

Expected Ratings ............................. Moody’s: AaaStandard & Poor’s: AAAFitch: AAASee “RATINGS” in Part III.

Financial Advisor............................. Goldman, Sachs & Co.

Underwriters and Initial Broker-Dealers ................................ ............. UBS Financial Services Inc., Bear, Stearns & Co. Inc. and Lehman Brothers.

Certificate Trustee, Paying Agentand Tender Agent ............................

The Bank of New York (as successor in interest to United States Trust Company ofNew York), New York, New York.

Auction Agent................................ .. The Bank of New York, New York, New York.

Purchase Price/Underwriters’Discount................................ ........... See “UNDERWRITING” in Part III.

Verification Agent ........................... Bond Logistix LLC, New York, New York.

Counsel to the Underwriters ............ Winston & Strawn LLP, New York, New York.

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• No Unauthorized Offer. This official statement is not an offer to sell, or the solicitation of an offer to buy,

the Series 2004A Certificates in any jurisdiction where that would be unlawful. The Transit Authority,

MTA and TBTA have not authorized any dealer or salesperson or anyone else to give any information or

make any representation in connection with the offering of the Series 2004A Certificates, except as set

forth in this official statement. No other information or representations should be relied upon.

• No Contract or Investment Advice. This official statement is not a contract and does not provide

investment advice. Investors should consult their financial advisors and legal counsel with questions

about this official statement and the Series 2004A Certificates being offered, and anything else related to

this securities issue.

• Information Subject to Change. Information and expressions of opinion are subject to change without

notice, and it should not be inferred that there have been no changes since the date of this document.

Neither the delivery of, nor any sale made under, this official statement shall under any circumstances

create any implication that there has been no change in the affairs of the Transit Authority, MTA or

TBTA, or in any other matters described herein.

• Forward-Looking Statements. Many statements contained in this official statement, including the

documents included by specific cross-reference, that are not historical facts are forward-looking

statements, which are based on the Transit Authority’s, MTA’s and TBTA’s beliefs, as well as

assumptions made by, and information currently available to, the management and staff of the Transit

Authority, MTA and TBTA. Because the statements are based on expectations about future events and

economic performance and are not statements of fact, actual results may differ materially from those

projected. The words “anticipate,” “assume,” “estimate,” “expect,” “objective,” “projection,” “plan,”

“forecast,” “goal,” “budget” or similar words are intended to identify forward-looking statements. The

words or phrases “to date,” “now,” “currently,” and the like are intended to mean as of the date of this

official statement.

• Projections. The projections set forth in this official statement were not prepared with a view toward

complying with the guidelines established by the American Institute of Certified Public Accountants with

respect to prospective financial information, but, in the view of management of the Transit Authority,

MTA and TBTA, were prepared on a reasonable basis, reflect the best currently available estimates and

judgments, and present, to the best of management’s knowledge and belief, the expected course of action

and the expected future financial performance of the Transit Authority, MTA and TBTA, respectively.

However, this information is not fact and should not be relied upon as being necessarily indicative of

future results, and readers of this official statement are cautioned not to place undue reliance on the

prospective financial information. Neither the independent auditors of the Transit Authority, MTA or

TBTA, nor any other independent accountants, have compiled, examined, or performed any procedures

with respect to the prospective financial information contained herein, nor have they expressed any

opinion or any other form of assurance on such information or its achievability, and assume no

responsibility for, and disclaim any association with, the prospective financial information.

• No Guarantee of Information by Underwriters. The Underwriters have provided the following sentence for

inclusion in this official statement: The Underwriters have reviewed the information in this official

statement in accordance with, and as part of, their respective responsibilities to investors under the

federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters

do not guarantee the accuracy or completeness of such information.

• Bond Insurer Information. Other than with respect to information concerning the Bond Insurer

contained under the caption “DESCRIPTION OF SERIES 2004A CERTIFICATES—Certificate

Insurance” and in Attachment 6 herein, none of the information in this official statement has been

supplied or verified by the Bond Insurer and the Bond Insurer does not make any representation or

warranty, express or implied, as to

• the accuracy or completeness of information it has neither supplied nor verified,

• the validity of the Series 2004A Certificates, or

• the tax-exempt status of the interest on the Series 2004A Certificates.

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Page

SUMMARY OF TERMS ............................................................................................................................................. ii

INTRODUCTION ...................................................................................................................................................... 1

MTA, Transit Authority, TBTA and Other Related Entities.................................................................................... 1

Recent Developments .............................................................................................................................................. 1

Where to Find Information ...................................................................................................................................... 4

PART I. SERIES 2004A CERTIFICATES ............................................................................................................. 6

DESCRIPTION OF THE 2 BROADWAY LEASE STRUCTURE............................................................................. 6

Ground Lease Transaction ....................................................................................................................................... 6

Building and Tenant Improvements......................................................................................................................... 7

REFUNDING PLAN AND APPLICATION OF PROCEEDS.................................................................................... 7

Previous Certificates of Participation Financings .................................................................................................... 7

Outstanding Certificates That Will Not Be Refunded.............................................................................................. 8

Refunding by the Series 2004A Certificates ............................................................................................................ 9

Interest Rate Swaps.................................................................................................................................................. 9

THE PROJECT........................................................................................................................................................... 10

General................................................................................................................................................................... 10

Building Improvements Portion of the Project ...................................................................................................... 10

Tenant Improvements Portion of the Project ......................................................................................................... 10

DESCRIPTION OF SERIES 2004A CERTIFICATES.............................................................................................. 11

General................................................................................................................................................................... 11

Determination of Interest Rates and Auction Periods for Series 2004A Certificates............................................. 12

Changes in Mode ................................................................................................................................................... 15

Mandatory Tender for Purchase of Series 2004A Certificates on Any Mode Change Date .................................. 16

Notice of Mandatory Tender for Purchase............................................................................................................. 16

Remarketing of Series 2004A Certificates of a Subseries; Notices ....................................................................... 16

Delivery and Payment for Purchased Remarketed Series 2004A Certificates of a Subseries; Undelivered

Series 2004A Certificates....................................................................................................................................... 17

Prepayment Prior to Maturity ................................................................................................................................ 17

Certificate Insurance .............................................................................................................................................. 19

Base Rent Payments............................................................................................................................................... 21

PART II. SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES ................................... 23

SECURITY AND SOURCES OF PAYMENT .......................................................................................................... 23

Pledge of the Certificate Trust Agreement............................................................................................................. 23

General................................................................................................................................................................... 23

Sources of Payment................................................................................................................................................ 24

Additional Certificates ........................................................................................................................................... 24

Reserve Fund ......................................................................................................................................................... 25

AVAILABLE TRANSIT AUTHORITY AND MTA REVENUES .......................................................................... 25

AVAILABLE TBTA REVENUES ............................................................................................................................ 26

PRIOR CLAIMS ON REVENUES............................................................................................................................ 26

Transit Authority and MTA ................................................................................................................................... 26

TBTA..................................................................................................................................................................... 27

PART III. OTHER INFORMATION ABOUT THE SERIES 2004A CERTIFICATES.................................. 28

TAX MATTERS ........................................................................................................................................................ 28

VERIFICATION OF MATHEMATICAL COMPUTATIONS................................................................................. 29

LEGALITY FOR INVESTMENT ............................................................................................................................. 29

LITIGATION ............................................................................................................................................................. 29

FINANCIAL ADVISOR ............................................................................................................................................ 29

UNDERWRITING ..................................................................................................................................................... 30

RATINGS................................................................................................................................................................... 30

LEGAL MATTERS.................................................................................................................................................... 30

CONTINUING DISCLOSURE.................................................................................................................................. 30

FURTHER INFORMATION ..................................................................................................................................... 31

TABLE OF CONTENTS

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Attachment 1 – Book-Entry-Only SystemAttachment 2 – Continuing Disclosure Under SEC Rule 15c2-12Attachment 3 – Form of Opinion of Certificate CounselAttachment 4 – Auction ProceduresAttachment 5 – Definitions and Summary of Certain Provisions of the Certificate and Ground Lease DocumentsAttachment 6 – Form of Specimen Financial Guaranty Insurance Policy

Information Included by Specific Cross-Reference. The following portions of MTA’s 2004 CombinedContinuing Disclosure Filings, dated April 29, 2004, and filed with the repositories identified in the“INTRODUCTION” to this official statement are included by specific cross-reference in this official statement,along with material that updates this official statement and that is either filed with those repositories or, in the caseof official statements, filed with the Municipal Securities Rulemaking Board (MSRB) prior to the delivery date ofthe Series 2004A Certificates, together with any supplements or amendments thereto:

• Appendix A – The Related Entities

• Appendix B – Audited Combined Financial Statements of Metropolitan Transportation Authority forthe Years Ended December 31, 2003 and 2002

• Appendix C – Audited Consolidated Financial Statements of the New York City Transit Authorityfor the Years Ended December 31, 2003 and 2002

• Appendix D – Audited Financial Statements of Triborough Bridge and Tunnel Authority for theYears Ended December 31, 2003 and 2002

[This page intentionally left blank.]

INTRODUCTION

MTA, Transit Authority, TBTA and Other Related Entities

The Metropolitan Transportation Authority (MTA) was created by special New York State legislation in1965, as a public benefit corporation, which means that it is a corporate entity separate and apart from the State,without any power of taxation – frequently called a “public authority”. MTA is governed by board membersappointed by the Governor with the advice and consent of the State Senate.

MTA has responsibility for developing and implementing a single, integrated mass transportation policy forNew York City and the seven New York metropolitan-area counties of Dutchess, Nassau, Orange, Putnam,Rockland, Suffolk and Westchester. It carries out some of those responsibilities by operating the Transit andCommuter Systems through its subsidiary and affiliate entities: the New York City Transit Authority (the TransitAuthority) and its subsidiary, the Manhattan and Bronx Surface Transit Operating Authority (MaBSTOA); theStaten Island Rapid Transit Operating Authority (SIRTOA); The Long Island Rail Road Company (LIRR); theMetro-North Commuter Railroad Company (MNCRC); the Metropolitan Suburban Bus Authority (MSBA); and theMTA Capital Construction Company (MTA Capital Construction). MTA issues debt obligations to finance asubstantial portion of the capital costs of these systems, other than MSBA.

Another affiliate of MTA, Triborough Bridge and Tunnel Authority, or TBTA, is a public benefitcorporation empowered to construct and operate toll bridges and tunnels and other public facilities in New YorkCity. TBTA issues debt obligations to finance the capital costs of its facilities and the Transit and CommuterSystems.

The board members of MTA serve as the board members of MTA’s affiliates and subsidiaries.

The Transit Authority, MTA, TBTA and the other Related Entities are described in detail in Appendix A toMTA’s 2004 Combined Continuing Disclosure Filings, which is included by specific cross-reference in this officialstatement.

Capitalized terms used herein and not otherwise defined have the meanings provided by Appendix A.

Recent Developments

MTA Financial Plan Information Updated. On July 29, 2004, MTA, on behalf of the Related Entities,presented an updated 2004 budget (the 2004 Budget) and a proposed financial plan for the years 2005-2008 (the2005-2008 Financial Plan) that includes a preliminary budget for 2005 and a financial plan for the years 2006–2008.The 2004 Budget updates the information set forth in the February 2004 Forecast. The 2005-2008 Financial Planupdates the information for the years 2005-2007 and includes management’s first assessment of 2008. Rentalpayments from the Transit Authority, MTA and TBTA under the Leasehold Improvement Sublease described beloware included as projected operating and maintenance expenses of the respective entities in the 2004 Budget and the2005-2008 Financial Plan. Such payments do not give effect to the refunding contemplated by this OfficialStatement. Such refunding is expected to lower the annual rental obligations otherwise payable by each of theentities under the Leasehold Improvement Sublease. Copies of the 2004 Budget and the 2005-2008 Financial Planare posted on MTA’s website.

MTA projects, in the July update, the following, after taking into consideration the application of TBTA’soperating surplus to mass transit:

• The Related Entities will have a cash balance at the end of 2004 of $309 million, which is an increaseof $273 million over the cash balance projected in the February 2004 Forecast, primarily due to greaterthan expected mortgage recording tax and urban tax collections.

• After application of the 2004 cash balance, the preliminary 2005 budget projects a gap of $436 million.The 2005-2008 Financial Plan proposes to close this gap by taking the following actions:

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○ Increase fares and tolls totaling $219 million as follows:

• For transit system riders, increase the cost of 30-day and 7-day unlimited ride MetroCards,

• For commuter system riders, increase fares by an average of 5%, and

• For bridges and tunnels, increase the toll on the major facilities (Triborough, Verrazano-Narrows, Bronx-Whitestone and Throgs Neck Bridges and the two tunnels) by 50 cents andon the minor facilities (Henry Hudson, Marine Parkway-Gil Hodges Memorial and Cross BayVeterans Memorial Bridges) by 25 cents.

○ Agency gap closing programs totaling $248 million, including administrative changes,maintenance efficiencies that have no operating performance impacts, service support changes,and other programs. These programs could include increasing the express bus fare from $4 to $6,establishing a $1 monthly E-ZPass account fee, revising peak and off-peak transit and commuterservice, reducing car cleaning, and reducing station cleaning and maintenance.

• If the fares and tolls are increased, and the gap closing measures are implemented, as proposed for2005, MTA projects that the Related Entities will have a cash balance of $31 million in 2005 andannual cash deficits in 2006, 2007 and 2008 of $695 million, $801 million and $1.2 billion,respectively.

The MTA projections for 2006 through 2008 assume a 5% additional yield in fares and/or tolls in 2007 dueto increased ridership or adjustments in discount programs, but not necessarily an increase in the base fare and/ortoll. Other than normal growth in expenses due to inflation, the major portions of the projected deficits are caused bysubstantial growth in debt service costs, additional pension contributions, additional health and welfare benefit costsand the loss of non-recurring subsidies and cash adjustments.

MTA may update all or any portion of the 2005-2008 Financial Plan from time to time. MTA may beforced to institute additional cost reductions or take other actions to close projected budget gaps, which couldinclude seeking additional subsidies and/or raising fares and tolls. The four-year financial plan will assume a level of capital spending for years subsequent to the current Transit and Commuter Capital Programs; however, the proposed capital programs for the transit and commuter systems covering the years 2005-2009 are not scheduled to besubmitted to the Capital Program Review Board until October 1, 2004, and the final approved capital spending planmay be different from that assumed in the four-year financial plan.

On July 29, 2004, the MTA Board was also presented with preliminary 2005-2009 capital plans. See“Preliminary 2005-2009 Capital Plans” below. Until such proposed capital programs for the transit and commutersystems and for TBTA are adopted and receive all required approvals, it is anticipated that various governmentalofficials and parties representing various non-governmental entities may issue statements and reports commentingon such capital programs, the projects included therein and the ability of MTA and TBTA to finance the programs.MTA expects to respond to such statements and reports in proper forums when appropriate.

Preliminary 2005-2009 Capital Programs. The MTA preliminary capital program includes the corecapital, system expansion and security programs. The highlights of the capital program are as follows:

• The core capital program relates to state of good repair, normal replacement and system improvementand totals $17.2 billion, allocated as follows:

○ Transit System – $12.1 billion in expenditures for the purchase of over 950 subway cars and 1,300buses, 55 station rehabilitations, the modernization of signal systems and other projects.

○ Commuter System – $2.4 billion for LIRR for the purchase of additional rail cars, mainlinecorridor improvements, a new yard for the Port Jefferson branch and other projects; and $1.4

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billion for MNCRC for the purchase of additional rail cars, 25 station rehabilitations, Croton-Harmon Shop and Yard replacement and other projects.

○ Bridges and Tunnels – $1.3 billion for heavy deck, structural and cable rehabilitation work begunin the prior program, with particular emphasis on rehabilitation of the Bronx-Whitestone,Triborough and Verrazano-Narrows Bridges.

• With respect to the core capital program, MTA expects that approximately $4.5 billion will be fundedwith Federal funds and $1.4 billion with MTA non-bond contributions consisting of potential assetsales and surplus funds from prior programs. The remaining $11.3 billion must be filled by othersources that are not yet identified, such as MTA/TBTA debt, new revenues and State and/or Citysubsidies.

• The system expansion projects, which are managed by MTA Capital Construction, total $9.9 billion and consist of the following:

○ East Side Access – $4.6 billion to complete this project, funded half by Federal funds and half byMTA sources, including MTA debt.

○ Second Avenue Subway – $2.8 billion for the initial operating segment of the full-length subwayproject, funded half by Federal funds and half by MTA sources, including MTA debt.

○ Extension of the #7 Line – $1.99 billion to extend the #7 subway line west down 42nd Street, thensouth down 11th Avenue, expected to be funded by the City.

○ Lower Manhattan Rail Link to JFK – $400 million as MTA’s contribution to the design andconstruction of this rail line.

○ $120 million for miscellaneous project costs not eligible for Federal reimbursement and forgeneral management of the projects.

• A security program totaling $495 million would fund security projects throughout the MTA system.MTA expects to pursue Federal funding for these projects; in the absence of Federal funding, alternatefunding sources will need to be identified.

The sources of funding listed above are preliminary in nature and do not reflect actual contractualagreements with the Federal government, the City or others to provide the listed amounts of funding.

MTA’s actual submission of transit and commuter capital plans to the Capital Program Review Board isrequired by October 1, 2004, and MTA could make revisions to this preliminary proposal before submitting it to theCapital Program Review Board.

Change in Budgetary and Financial Reporting Procedures . At its meeting on July 29, 2004, the MTABoard amended its budgetary and financial reporting procedures to provide for the following:

• In July of each year, the Executive Director will submit to the MTA Board a preliminary budget for thenext year and an update to the four-year financial plan (which includes the next year and the threeyears thereafter).

• In September and October, the MTA Board and the operating committees of the MTA Board willinclude the July preliminary budget and financial plan on their agendas. Public comments will besolicited at the September meeting.

• In November, a proposed final budget for the next fiscal year, together with a revised four-yearfinancial plan, will be submitted to the MTA Board.

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• A final budget for the next fiscal year, following public comment, will be adopted by the MTA Boardby no later than December 31.

• No later than February, the MTA Budget staff will issue a report containing the supporting schedulesfor the current year budget as adopted by the MTA Board the preceding December, as well as anupdate to the July four-year financial plan.

Where to Find Information

Information in this Official Statement. This official statement is organized as follows:

• Part I provides specific information about the Series 2004A Certificates.

• Part II describes the sources of payment and security for all Certificates of Participation, including theSeries 2004A Certificates.

• Part III provides miscellaneous information relating to the Series 2004A Certificates.

• Attachment 1 sets forth certain provisions applicable to the book-entry system of registration to beused for the Series 2004A Certificates.

• Attachment 2 sets forth a summary of certain provisions of a continuing disclosure agreement relatingto the Series 2004A Certificates.

• Attachment 3 is the form of opinion of Certificate Counsel in connection with the Series 2004ACertificates.

• Attachment 4 sets forth a summary of the Auction Procedures.

• Attachment 5 sets forth certain defined terms used in this official statement, as well as summaries ofcertain provisions of the applicable Certificate and Ground Lease Documents.

• Attachment 6 sets forth the form of specimen municipal bond insurance policy.

• Information Included by Specific Cross-reference in this official statement and identified in the Tableof Contents may be obtained, as described below, from the repositories or the MSRB and from MTA.

Information from Repositories. MTA and TBTA file annual and other information with each NationallyRecognized Municipal Securities Information Repository (NRMSIRs). Documents filed by MTA and TBTA shouldbe available from those repositories designated as such at the time of the filing. The repositories may charge a feefor access to those documents. The current repositories are as follows:

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Bloomberg Municipal Repository FT Interactive Data

100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-2066 Email: [email protected]

Attn: NRMSIR100 William Street New York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market Information) (212) 771-7391 (Primary Market Information)Email: [email protected]

DPC Data Inc. Standard & Poor’s Securities Evaluations Inc.

One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 Email: [email protected]

55 Water Street 45th Floor New York, NY 10041 Phone: (212) 438-4595 Fax: (212) 438-3975 Email: [email protected]

Information Included by Specific Cross-reference. The information listed under the caption “InformationIncluded by Specific Cross-reference” in the Table of Contents, as filed with the repositories to date, is “included byspecific cross-reference” in this official statement. This means that important information is disclosed by referring to those documents and that the specified portions of those documents are considered to be part of this officialstatement. This official statement, which includes those filings, should be read in its entirety in order to obtain

essential information for making an informed decision in connection with the Series 2004A Certificates.

Information Available at No Cost. Information filed with the repositories is also available, at no cost, onMTA’s website (www.mta.info) or by contacting MTA, Attn.: Finance Department, at 347 Madison Avenue, NewYork, New York 10017. For important information about MTA’s website, see Part III – “FURTHERINFORMATION” below.

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PART I. SERIES 2004A CERTIFICATES

Part I of this official statement, together with the Summary of Terms, provides specific information aboutthe Series 2004A Certificates.

DESCRIPTION OF THE 2 BROADWAY LEASE STRUCTURE

Ground Lease Transaction

Ground Lease. The Transit Authority, MTA and TBTA entered into a Trust Agreement, dated as of July29, 1998 (the Ground Lease Trust Agreement), with United States Trust Company of New York, acting as trusteethereunder (the Ground Lease Trustee), pursuant to which, among other things, the Transit Authority, MTA andTBTA authorized the Ground Lease Trustee to enter into the Lease, dated as of July 29, 1998, as amended by thatcertain Amendment to Lease, dated as of May 18, 1999, and further amended by a settlement agreement (the “2003Settlement Agreement”) in connection with certain litigation entered into in November 2003 (the Ground Lease),with 2 Broadway LLC (the Ground Lease Lessor). By merger, The Bank of New York succeeded to the interests ofUnited States Trust Company of New York under the Ground Lease Trust Agreement and the Ground Lease.Pursuant to the Ground Lease, the Ground Lease Trustee leased the land and building (the Building, the land andBuilding being collectively referred to herein as the Demised Premises) known as 2 Broadway in New York Cityfrom the Ground Lease Lessor for an initial term of 49 years and eleven months, with options for two additional 15-year extensions. The Ground Lease became effective on July 29, 1998, and the first payment of rent thereunder(Ground Lease Net Rental) was payable on July 1, 1999. Since the term of the Ground Lease is substantially longerthan the final maturity of the Certificates, the effective cost of the leased space drops substantially after payment infull of the Certificates.

The Ground Lease Trustee subleased 68.7% of the Demised Premises to the Transit Authority, 21.0% toMTA (solely on behalf of LIRR and MNCRC), and 10.3% to TBTA pursuant to individual Agreements of Sublease,each dated as of July 29, 1998, with the Ground Lease Trustee (individually, the Transit Authority Ground LeaseSublease, the MTA Ground Lease Sublease and the TBTA Ground Lease Sublease, and collectively, the GroundLease Subleases). In such capacity, the Transit Authority, MTA and TBTA are referred to collectively herein asGround Lease Sublessees. A schedule showing the annual Ground Lease payments, as modified by the 2003Settlement Agreement, is set forth in Attachment 5 – “DEFINITIONS AND SUMMARY OF CERTAINPROVISIONS OF THE CERTIFICATE AND GROUND LEASE DOCUMENTS – Summary of Certain Provisionsof the Ground Lease – Monthly Payment of Rent”.

The payment of Ground Lease Net Rental by the Transit Authority, MTA (solely on behalf of LIRR andMNCRC) and TBTA pursuant to the Ground Lease Subleases in their respective proportionate shares (each, aProportionate Share) is on a parity with the payment of principal and interest represented by the Certificates (in theform of rental payments under the Leasehold Improvement Sublease).

The Transit Authority Ground Lease Sublease is for a year-to-year term and is automatically extended,unless the Transit Authority sends a non-extension notice. On the day after the Transit Authority Ground Leaseterminates due to non-extension by the Transit Authority (the Proportionate Share Change Date), the ProportionateShare under the Authority Ground Lease Sublease will increase to 55.3% and the Proportionate Share under theTBTA Ground Lease Sublease will increase to 44.7% (the Amended Proportionate Share), so that MTA and TBTAeffectively cover the Transit Authority’s payments.

Except as described above in the event of a Proportionate Share Change Date, there will not be any changein the Proportionate Shares with respect to Ground Lease Net Rentals. In the event the actual occupancy of theagencies changes from time to time, the agencies will sub-sublease from one another in a manner that will notchange their obligation to pay their respective Proportionate Shares of the Ground Lease Net Rentals.

The Certificates are not secured by any mortgage or security interest in the Demised Premises. The GroundLease Sublessees have certain rights and remedies with respect to the Demised Premises as set forth in the Ground

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Lease. See Attachment 5 – “DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THECERTIFICATE AND GROUND LEASE DOCUMENTS – Summary of Certain Provisions of the Ground Lease.”

MTA agreed to act as agent (the Agent) with respect to the Demised Premises and the Ground LeaseSublease, on behalf of itself, LIRR and MNCRC, the Transit Authority and TBTA pursuant to the Management,Conditional Assignment, Attornment, and Recognition Agreement, dated as of July 29, 1998 (the “ManagementAgreement”), by and among the Ground Lease Trustee, the Transit Authority, MTA and TBTA, as sublessees underthe Ground Lease, and MTA, as Manager (the Manager).

See Attachment 5 – “DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THECERTIFICATE AND GROUND LEASE DOCUMENTS” for more detailed information relating to the GroundLease, the Ground Lease Subleases, the Ground Lease Trust Agreement and the Management Agreement.

Building and Tenant Improvements

The Ground Lease Lessor delivered the Demised Premises to the Ground Lease Trustee in an “as is”condition, subject to the completion of certain building improvements (the Building Improvements Portion of theProject). A more detailed description of the Building Improvements Portion of the Project is set forth herein under“THE PROJECT – Building Improvements Portion of the Project.”

In addition, the Transit Authority, MTA and TBTA have completed a portion of, and expect to finish theremainder of, the tenant improvements to the Building (the Tenant Improvements Portion of the Project). A moredetailed description of the Tenant Improvements Portion of the Project is set forth herein under “THE PROJECT –Tenant Improvements Portion of the Project.”

The Building Improvements Portion of the Project and the Tenant Improvements Portion of the Project arecollectively referred to herein as the Project.

REFUNDING PLAN AND APPLICATION OF PROCEEDS

Previous Certificates of Participation Financings

The Transit Authority, MTA (solely on behalf of LIRR and MNCRC) and TBTA leased the DemisedPremises, including the Project, to the Certificate Trustee pursuant to the Leasehold Improvement Lease, dated as ofJune 1, 1999 (the Leasehold Improvement Lease). The Certificate Trustee/Lessor-Trustee simultaneously subleasedthe Demised Premises back to the Transit Authority, MTA (solely on behalf of LIRR and MNCRC) and TBTA,acting as Leasehold Improvement Sublessees, pursuant to the Leasehold Improvement Sublease, as amended andrestated as of September 1, 2004 (the Leasehold Improvement Sublease). Under the Leasehold ImprovementSublease, the Leasehold Improvement Sublessees pay their respective Proportionate Shares to the CertificateTrustee. Such Proportionate Shares are the same as their respective initial proportionate shares under the GroundLease as follows: Transit Authority – 68.7%, MTA (solely on behalf of LIRR and MNCRC) – 21.0% and TBTA –10.3%.

The Certificate Trustee initially executed and delivered Certificates of Participation, Series 1999A (theSeries 1999A Certificates) in an aggregate principal amount of $328,205,000 sufficient to fund, together with otheravailable moneys, a portion of the costs of the Project, a reserve fund and the costs of execution and delivery of theSeries 1999A Certificates. The Certificate Trustee subsequently executed and delivered Certificates of Participation,Series 2000A (the Series 2000A Certificates) in an aggregate principal amount of $121,200,000 sufficient to fund,together with other available moneys, the remaining costs of the Project, a reserve fund and the costs of executionand delivery of the Series 2000A Certificates. The Series 1999A Certificates, the Series 2000A Certificates and allother certificates that may be executed and delivered by the Certificate Trustee under the Certificate TrustAgreement, including the Series 2004A Certificates, are collectively referred to herein as the “Certificates.”

In connection with the execution and delivery of the Series 2004A Certificates, the Certificate TrustAgreement and the Leasehold Improvement Sublease are being amended, among other reasons, to permit the

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periodic payments under Qualified Swaps, including the Interest Rate Swaps (as hereinafter described), to be on aparity with the Proportionate Shares. The termination payment obligations under the Interest Rate Swaps, aresubordinate to the Certificate Trustee’s payment of principal and interest on the Certificates and MTA’s periodicpayment obligations under Qualified Swaps, including the Interest Rate Swaps. By purchasing the Series 2004ACertificates, the initial owners of the Series 2004A Certificates consent to the amendments to the Certificate TrustAgreement and the Leasehold Improvement Sublease. Ambac Assurance Corporation, the bond insurer for theSeries 2004 Certificates and all outstanding Certificates, will also consent to such amendments.

The Proportionate Shares will remain constant; if a change in the Ground Lease Subleases to the AmendedProportionate Shares occurs on the Proportionate Share Change Date as outlined in the Transit Authority GroundLease Sublease, there will not be any change in the Proportionate Shares under the Leasehold ImprovementSublease. In the event the actual occupancy of the agencies changes from time to time, the agencies will sub-sublease from one another in a manner that will not change their obligation to pay their respective ProportionateShare under the Leasehold Improvement Sublease.

Outstanding Certificates That Will Not Be Refunded

The following Series 1999A Certificates and Series 2000A Certificates evidencing proportionate interestsin the principal and interest components of Base Rent with an aggregate par amount of $95,265,000 will remainoutstanding following the refunding contemplated by the execution and delivery of the Series 2004A Certificates.

Series 1999A Certificates That Will Not Be Refunded

Maturity(January 1) Par Amount

InterestRate

CUSIP Number(649713)

2005 $ 6,130,000 4.600% AF12006 6,410,000 4.700 AG92007 6,710,000 4.750 AH72008 2,030,000 5.000 AJ32008 5,000,000 5.500 AK02009 7,405,000 5.000 AL82010 7,775,000 5.625 AM62011 8,215,000 5.625 AN42012 8,675,000 5.625 AP92013 9,165,000 5.625 AQ7Total $67,515,000

Series 2000A Certificates That Will Not Be Refunded


InterestRate

CUSIPNumber(649713)

2005 $ 3,590,000 4.900% AZ72006 3,695,000 5.000 BA12007 2,130,000 5.050 BB92008 2,240,000 5.100 BC72009 2,355,000 5.100 BD52010 2,475,000 5.200 BE32011 2,600,000 5.300 BF02012 2,740,000 5.300 BG82013 2,885,000 5.375 BH62014 3,040,000 5.400 BJ2Total $27,750,000

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Refunding by the Series 2004A Certificates

The Series 2004A Certificates are being executed and delivered to advance prepay the following maturitiesand principal amounts of the Series 1999A Certificates and the Series 2000A Certificates with an aggregate paramount of $317,115,000 (collectively, the Refunded Certificates) at the prepayment prices and on the prepaymentdates listed below.

Series 1999A Certificates That Are Being Refunded

Maturity(January 1)

ParAmount

InterestRate

PrepaymentDate

(January 1)Prepayment

Price

CUSIPNumber(649713)

2014 $ 9,680,000 5.625% 2010 101% AR52015 10,225,000 5.625 2010 101 AS32019 46,825,000 5.400 2010 101 AT12029 169,620,000 5.250 2010 101 AU8

Total: $236,350,000

Series 2000A Certificates That Are Being Refunded


InterestRate

PrepaymentDate

(January 1)Prepayment

Price

CUSIPNumber(649713)

2015 $ 3,205,000 5.500% 2010 101% BK92020 18,965,000 5.750 2010 101 BL72030 58,595,000 5.875 2010 101 BM5

Total: $80,765,000

The proceeds of the Series 2004A Certificates (exclusive of financing, legal, certificate insurance andmiscellaneous expenses of approximately $6,878,000) will be used to acquire direct obligations of, or obligationsguaranteed by, the United States of America (the “Government Obligations”), the principal of and interest on which,when due, will provide, together with any moneys that may be deposited by MTA with The Bank of New York,acting as the Certificate Trustee, moneys sufficient to pay the principal or prepayment price of the RefundedCertificates and the interest to become due on the Refunded Certificates on and prior to their prepayment date.

The Government Obligations and such other moneys, if any, will be deposited with the Certificate Trusteeupon the execution and delivery of the Series 2004A Certificates and will be held in trust for the payment of theprincipal of or prepayment price and interest on the Refunded Certificates. Upon making such deposit with theCertificate Trustee and the issuance of certain irrevocable instructions to the Certificate Trustee pursuant to theCertificate Trust Agreement, the Refunded Certificates will, under the terms of the Certificate Trust Agreement, bedeemed to have been paid and will no longer be Outstanding (as defined in the Certificate Trust Agreement) and willcease to be entitled to any lien, benefit or security under the Certificate Trust Agreement.

Interest Rate Swaps

In connection with the execution and delivery of the Series 2004A Certificates, the Transit Authority, MTAand TBTA have entered into separate interest rate swap agreements in notional amounts equal to their respectiveProportionate Shares with an effective date of September 22, 2004, with UBS AG, Stamford Branch (theCounterparty) for the purpose of converting the variable rate exposure relating to the Series 2004A Certificates to afixed rate until maturity (the Interest Rate Swaps). The Interest Rate Swaps have an aggregate notional amount equalto the par amount of the Series 2004A Certificates. Under the terms of the Interest Rate Swaps, the TransitAuthority, MTA and TBTA, as the case may be, will pay a fixed rate to the Counterparty and receive a variable ratebased upon a LIBOR-based index. The periodic payment obligations under the Interest Rate Swaps are on a paritywith the Proportionate Shares under the Leasehold Improvement Sublease. The termination payment obligationsunder the Interest Rate Swaps are subordinate to the Certificate Trustee’s payment of principal and interest on the

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Certificates and the periodic payment obligations under the Interest Rate Swap. The respective obligations of theTransit Authority, MTA and TBTA to make both periodic payments and termination payments will also be insuredby Ambac Insurance Corporation.

THE PROJECT

General

By 2005, the Transit Authority will have located most of its headquarter and Capital Program departmentsat 2 Broadway.

TBTA has located many of its headquarter departments at 2 Broadway.

At completion, MTA will have located its internal audit, civil rights departments and various smallergroups at 2 Broadway.

MTA Capital Construction Company is also located at 2 Broadway.

The following chart shows, by agency, the approximate square footage and number of employees to belocated at 2 Broadway at project completion currently estimated to occur on or before July 1, 2005.

Agency/Tenant Square Foot Occupancy EmployeesTransit Authority 1,227,381 3,959TBTA 172,584 260MTA (including Capital Construction Company and Building Staff)

168,722 442

Commercial/Miscellaneous 25,723 N/A

Totals 1,594,410 4,661

Building Improvements Portion of the Project

The Building Improvements Portion of the Project included the following: a new building “skin” withdouble pane insulated glass and insulated panes; a window washing system; replacement of the roof; removal ofhazardous materials; major upgrades to the HVAC, electrical, plumbing, fire protection and telecommunicationssystems; elevator modernization; and Americans with Disabilities Act compliance. The Building ImprovementsPortion of the Project has been completed, with the exception of minor punchlist items.

Tenant Improvements Portion of the Project

The Tenant Improvements Portion of the Project consists of space buildout, including the installation offixtures, equipment and furnishings. The Tenant Improvements Portion of the Project has been completed on thosefloors that are now occupied, and completion of the remainder of the space is underway.

There is currently on deposit with the Certificate Trustee approximately $11 million, which MTA believesis sufficient to complete the Project.

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DESCRIPTION OF SERIES 2004A CERTIFICATES

Unless the context otherwise indicates, references in the following description to the “Series 2004A

Certificates” apply to each subseries of the Series 2004A Certificates independently. Actions may be taken, or

determinations made, with respect to one subseries that are not taken or made with respect to any other. In

addition, although the Series 2004A Certificates represent proportionate interests in the principal and

interest components of Base Rent paid under the Leasehold Improvement Sublease, for purposes of simplicity

of presentation the following discussion refers to such components and various aspects of them as principal

of, interest on and prepayments of Certificates rather than the Leasehold Improvement Sublease.

General

Auction Rate Certificates. The Series 2004A Certificates will be dated the date of their initial delivery (theClosing Date), will mature on January 1, 2030 and will be subject to mandatory sinking fund redemption as set forthbelow under “Redemption Prior to Maturity.” The Series 2004A Certificates initially will be in an Auction RateMode. While in an Auction Rate Mode, the Series 2004A Certificates will bear interest at an interest rate determinedas described below under Determination of Interest Rates and Auction Periods for Series 2004A Certificates. This

official statement, in general, describes the Series 2004A Certificates only during the Auction Rate Mode .

Interest on Series 2004A Certificates that are in an Auction Period of 180 days or less shall be calculated on the basis of a 360-day year for the actual number of days elapsed to the Interest Payment Date. Interest onSeries 2004A Certificates that are in an Auction Period of over 180 days shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The following modes are available under the Certificate Trust Agreement should the LeaseholdImprovement Sublessees want to change modes: the commercial paper mode, the daily mode, the weekly mode, theterm rate mode or the fixed rate mode.

Credit Enhancement. The scheduled payment of principal of and interest on each subseries of theSeries 2004A Certificates when due will be guaranteed under an insurance policy to be issued by the insurerdescribed below under the caption “Certificate Insurance.”

Book-Entry-Only System. The Series 2004A Certificates will be issued as registered securities, registeredin the name of The Depository Trust Company or its nominee (together, DTC), New York, New York, which willact as securities depository for the Series 2004A Certificates. Individual purchases will be made in book-entry-onlyform, in the principal amount of $25,000 or integral multiples thereof (Authorized Denominations). So long as DTCis the registered owner of the Series 2004A Certificates, all payments on the Series 2004A Certificates will be madedirectly to DTC. DTC is responsible for disbursement of those payments to its participants, and DTC participantsand indirect participants are responsible for making those payments to beneficial owners. See Attachment 1 –“Book-Entry-Only System.”

Interest Payments. Interest on the Series 2004A Certificates is payable on each Interest Payment Date asdescribed below under the caption “Determination of Interest Rates and Auction Periods for Series 2004A Certificates – Interest Payment Dates.” So long as DTC is the sole registered owner of all of the Series 2004ACertificates, all interest payments will be made to DTC by wire transfer of immediately available funds, and DTC’sparticipants will be responsible for payment of interest to beneficial owners. All Series 2004A Certificates are fullyregistered in Authorized Denominations.

Transfers and Exchanges. So long as DTC is the securities depository for the Series 2004A Certificates, itwill be the sole registered owner of the Series 2004A Certificates, and transfers of ownership interests in theSeries 2004A Certificates will occur through the DTC Book-Entry-Only System.

Certificate Trustee, Paying Agent and Tender Agent. The Bank of New York is successor in interest toUnited States Trust Company of New York as Certificate Trustee, Paying Agent and Tender Agent with respect tothe Series 2004A Certificates.

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Determination of Interest Rates and Auction Periods for Series 2004A Certificates

The initial interest rate for each subseries of the Series 2004A Certificates will be established by MTA asAgent and will apply to the period commencing on the Closing Date to and including the initial Auction Datespecified below for each such subseries. Thereafter, each subseries of the Series 2004A Certificates will bear interestat an Auction Period Rate (as defined below) determined on each Auction Date for each Auction Period pursuant tothe Auction Procedures set forth in Attachment 4. The Auction Period and Auction Date applicable to a subseries of the Series 2004A Certificates will be the Auction Period and Auction Date set forth below until the length of suchAuction Period is changed to a daily, seven-day, 28-day, 35-day, three-month, six-month or Special Auction Period,as described below under the caption “Change in the Length of the Auction Period.”

Subseries Initial Auction Date Auction Date*AuctionPeriod*

Initial InterestPayment Date

InterestPayment Date*

2004A-1 October 4, 2004 each Monday 7-day October 5, 2004 each Tuesday2004A-2 October 5, 2004 each Tuesday 7-day October 6, 2004 each Wednesday2004A-3 October 6, 2004 each Wednesday 7-day October 7, 2004 each Thursday2004A-4 October 28, 2004 each fifth Thursday 35-day October 29, 2004 each fifth Friday2004A-5 November 5, 2004 each fifth Friday 35-day November 8, 2004 each fifth Monday

__________* Subject to certain conditions and exceptions as described in Attachment 4 – Auction Procedures.

Auction Period Rate means with respect to each subseries of the Series 2004A Certificates, the rate ofinterest to be borne by that subseries during each Auction Period, which shall equal the Auction Rate (as definedbelow) for each Auction Period, subject to the following exceptions:

• If the Auction Agent shall have failed to calculate or, for any reason, fails to timely provide theAuction Rate for any Auction Period, (a) if the preceding Auction Period was a period of 35 days orless, the new Auction Period and Auction Period Rate shall be the same as the preceding AuctionPeriod and the Auction Period Rate, respectively, and (b) if the preceding Auction Period was a periodof greater than 35 days, it shall be extended to the seventh day following the day that would have beenthe last day of such Auction Period (or if such seventh day is not followed by a Business Day then tothe next succeeding day which is followed by a Business Day) and the Auction Period Rate willcontinue in effect for the Auction Period as so extended.

• If a default in the payment of principal or interest on any Series 2004A Certificates of a subseries whendue has occurred and is continuing and the Insurer is in default under the Insurance Policy, the AuctionPeriod Rate for the Auction Period commencing on or after the date on which the Auction Agentreceives notice of such default and each Auction Period thereafter commencing prior to the date onwhich such default shall have ceased to be continuing, shall be the Default Rate.

• In the event that all conditions for a change in the Mode from an Auction Rate Mode to another Mode,or the conversion from one Auction Period to another Auction Period have not been met, theapplicable Series 2004A Certificates of a subseries will continue to be in an Auction Rate Mode, with a seven-day Auction Period, and bear interest at the Maximum Auction Rate for the next Auction Period.

• If the Series 2004A Certificates of a subseries are not rated or if the Series 2004A Certificates of asubseries are no longer maintained in book-entry form by the Securities Depository, then the AuctionPeriod Rate shall be the Maximum Auction Rate.

Auction Rate means the interest rate that the Auction Agent advises results from an Auction conducted inaccordance with the Auction Procedures, which rate shall be as follows:

• If Sufficient Clearing Bids exist, the Winning Bid Rate.

• If Sufficient Clearing Bids do not exist, the Maximum Auction Rate.

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• If all Series 2004A Certificates of a subseries are the subject of Submitted Hold Orders, the All HoldRate.

In no event may the Auction Period Rate exceed the Maximum Rate. See Attachment 4 – “AuctionProcedures – Determination of Auction Period Rate.”

Interest Payment Dates. Interest on each subseries of Series 2004A Certificates will be payable on theinitial Interest Payment Date and on each Interest Payment Date thereafter. The initial Interest Payment Date andeach Interest Payment Date thereafter are set forth above for each subseries of Series 2004A Certificates. In theevent of a conversion from the Auction Period then applicable to a subseries of Series 2004A Certificates to anotherAuction Period, interest on the applicable subseries will be payable on each Interest Payment Date (as defined inAttachment 4) for such new Auction Period.

Auction Date. An Auction to determine the interest rate for each subseries of Series 2004A Certificates foreach Auction Period will be held on the initial Auction Date and each Auction Date thereafter. The initial AuctionDate and each Auction Date thereafter are set forth above for each subseries of Series 2004A Certificates. In theevent of a conversion from an Auction Period then applicable to a subseries of Series 2004A Certificates to anotherAuction Period, Auctions will be held on each Auction Date (as defined in Attachment 4) for such new AuctionPeriod. The day of the week on which Auctions are held may be changed by the Auction Agent in accordance withAttachment 4. See Attachment 4 – “Auction Procedures – Changes in Auction Period or Auction Date.”

Auction Agent. The Certificate Trustee will enter into the Auction Agreement with The Bank of New York(the Auction Agent) and MTA, pursuant to which the Auction Agent, as agent for the Certificate Trustee, shallperform the duties of Auction Agent. The Auction Agreement will provide, among other things, that the AuctionAgent will determine the Auction Rate for each Auction in accordance with the Auction Procedures set forth inAttachment 4.

Auction Procedures. The procedure for submitting orders prior to the Submission Deadline on eachAuction Date is described in Attachment 4, as are the particulars with regard to the determination of the AuctionPeriod Rate (collectively, the Auction Procedures). See Attachment 4 – “Auction Procedures.”

Amendment of the Certificate Trust Agreement Regarding Auction Procedures. The provisions of theCertificate Trust Agreement with respect to a subseries of Series 2004A Certificates, including without limitationthe Auction Procedures and the definitions of Default Rate, Maximum Auction Rate, All Hold Rate, Index, AuctionMultiple and Auction Period Rate, may be amended pursuant to the Certificate Trust Agreement by obtaining, whenrequired by the Certificate Trust Agreement, the consent of the owners of all Series 2004A Certificates of asubseries or, in lieu thereof as permitted by the Certificate Trust Agreement, the Insurer for the Series 2004ACertificates. All owners will be deemed to have consented if on the first Auction Date occurring at least 20 daysafter the Certificate Trustee mailed notice to such owners (i) the Auction Period Rate determined for such date is theWinning Bid Rate and (ii) there has been delivered to MTA and the Certificate Trustee a Favorable Opinion ofCertificate Counsel. See Attachment 4 – “Auction Procedures – Miscellaneous Provisions Regarding Auctions.”

Changes in Auction Periods and Auction Dates do not require the amendment of the Auction Procedures orany consents. See Attachment 4 – “Auction Procedures – Changes in Auction Period or Auction Date.”

Change in the Length of the Auction Period. MTA as Agent may from time to time on the last InterestPayment Date for an Auction Period, change the length of the Auction Period with respect to all of the Series 2004ACertificates of any subseries among a daily, seven-day, 28-day, 35-day, three-month, six-month and a SpecialAuction Period. No such change shall be effective unless Sufficient Clearing Bids existed at the Auction for suchnew Auction Period. On the date of that change, any Series 2004A Certificates of such subseries which are not thesubject of a specific Hold Order or Bid will be deemed to be subject to a Sell Order. In the event of a failedconversion to another Auction Period due to the lack of Sufficient Clearing Bids, the Series 2004A Certificates ofsuch subseries will automatically convert to a seven-day Auction Period and will bear interest for the next AuctionPeriod at the Maximum Auction Rate. In connection with a conversion from one Auction Period to another AuctionPeriod, written notice of such conversion will be given in accordance with the Auction Procedures; however, the

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Series 2004A Certificates of a subseries will not be subject to mandatory tender on such conversion date. SeeAttachment 4 – “Auction Procedures – Changes in Auction Period or Auction Date.”

Record Date. The record date for the Series 2004A Certificates will be the opening of business on theBusiness Day next preceding an Interest Payment Date.

Special Considerations Relating to the Series 2004A Certificates in an Auction Rate Mode . TheCertificate Trust Agreement provides that the Auction Agent may resign from its duties as Auction Agent by givingat least 90-days notice or 30-days notice, if it has not been paid, to MTA as Agent, each Broker-Dealer and theCertificate Trustee and does not require, as a condition to the effectiveness of such resignation, that a replacementAuction Agent be in place if its fee has not been paid. Each Broker-Dealer Agreement provides that the Broker-Dealer thereunder may resign upon five business days’ notice or immediately, in certain circumstances, and does notrequire, as a condition to the effectiveness of such resignation, that a replacement Broker-Dealer be in place. For any Auction Period during which there is no duly appointed Auction Agent, or during which there is no duly appointedBroker-Dealer, it will not be possible to hold Auctions, with the result that the interest rate on the Series 2004ACertificates will be determined as if the Auction Agent failed to calculate or timely provide the Auction Rate. Formore information, see the caption “Auction Period Rate” above and subsection (d) in Attachment 4– “AuctionProcedures – Determination of Auction Period Rate.” Each Broker-Dealer will be paid a fee relating to its servicesas Broker-Dealer. A Broker-Dealer may share a portion of such fee with non-participating broker-dealers thatsubmit Bids to the Broker-Dealer that are fulfilled at an Auction.

A Broker-Dealer may submit Orders in Auctions for its own account. Any Broker-Dealer submitting anOrder for its own account in any Auction could have an advantage over other Potential Holders in that it would haveknowledge of other Orders placed through it in that Auction. A Broker-Dealer would not, however, have knowledgeof Orders submitted by other Broker-Dealers, if any. As a result of bidding by the Broker-Dealer in an Auction, theAuction Rate may be higher or lower than the rate that would have prevailed had the Broker-Dealer not bid. ABroker-Dealer may also bid in an Auction in order to prevent what would otherwise be (1) a failed Auction, (2) an“all-hold” Auction, or (3) the implementation of an Auction Rate that the Broker-Dealer believes, in its solejudgment, does not reflect the market for such securities at the time of the Auction. Broker-Dealers may, but are notobligated to, advise owners of Series 2004A Certificates that the rate that will apply in an “all-hold” Auction is often a lower rate than would apply if owners submit bids, and such advice, if given, may facilitate the submission of bidsby existing owners that would avoid the occurrence of an “all-hold” Auction. In the Broker-Dealer Agreements, theBroker-Dealers agree to handle customers’ orders in accordance with their respective duties under applicablesecurities laws and rules.

The information in this paragraph has been furnished by the Underwriters for inclusion in this officialstatement. According to published news reports, the Securities and Exchange Commission (the Commission) hasrequested information from a number of broker-dealers regarding certain of their practices in connection withauction rate securities, such as the practices described in the preceding paragraph. Such published news reports alsoindicate that the Commission has requested that each broker-dealer receiving the request for information voluntarilyconduct an investigation regarding its practices and procedures in auction rate securities markets. UBS FinancialServices Inc., Bear, Stearns & Co. Inc. and Lehman Brothers have advised MTA that they and certain otherparticipants in the auction rate securities markets, including both taxable and tax-exempt markets, have received therequest for information from the Commission described above. UBS Financial Services Inc., Bear, Stearns & Co.Inc. and Lehman Brothers are cooperating with the Commission in providing the requested information. Noassurance can be given as to whether the results of this process will affect the market for the Series 2004ACertificates or the Auctions therefor.

During an Auction Rate Mode the beneficial owner of a Series 2004A Certificate may sell, transfer ordispose of a Series 2004A Certificate only pursuant to a Bid or Sell Order in accordance with the AuctionProcedures or through a Broker-Dealer. See Attachment 4 – “Auction Procedures.” The ability to sell aSeries 2004A Certificate in an Auction may be adversely affected if there are not sufficient buyers willing topurchase all the Series 2004A Certificates at a rate equal to or less than the Maximum Auction Rate. The Broker-Dealers have advised MTA that they intend initially to make a market in the Series 2004A Certificates of a subseries between Auctions; however, the Broker-Dealers are not obligated to make such markets, and no assurance can begiven that secondary markets therefor will develop or be maintained. A Broker-Dealer may, in its own discretion,

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decide to sell the Series 2004A Certificates in the secondary market to investors at any time and at any price,including at prices equivalent to, below, or above the par value of the Series 2004A Certificates.

Changes in Mode

General. Any subseries of the Series 2004A Certificates may be changed to any other Mode at the timesand in the manner as summarized herein.

Notice of Intention to Change Mode. MTA as Agent shall give written notice to the Certificate Trustee,the Tender Agent, the Remarketing Agent, each Broker-Dealer, the Auction Agent and the Insurer (the NoticeParties) of its intention to effect a change in the Mode from the Mode then prevailing (the Current Mode) to anotherMode (the New Mode) specified in such written notice, together with the proposed effective date of such change inthe Mode (the Mode Change Date). Such notice shall be given at least 20 days prior to the Mode Change Date.

If the Auction Period Rate for a subseries of the Series 2004A Certificates is equal to the MaximumAuction Rate or the Default Rate for the longer of (i) two consecutive Auction Dates or (ii) 90 days, the Insurer ofsuch subseries shall have the right to direct MTA as Agent to change the Mode applicable to such subseries to thefixed rate mode and MTA as Agent has agreed in the Certificate Trust Agreement that in such case it would changesuch Mode to the fixed rate mode as described below.

General Provisions Applying to Changes from One Mode to Another.

1. The Mode Change Date must be an Interest Payment Date following the last day of an AuctionPeriod.

2. On or prior to the date MTA as Agent provides the notice to the Notice Parties, MTA shall deliverto the Certificate Trustee and the Remarketing Agent a letter from Certificate Counsel addressed to the CertificateTrustee and the Remarketing Agent (with a copy to all other Notice Parties) to the effect that it expects to be able todeliver a Favorable Opinion of Certificate Counsel on the Mode Change Date.

3. No change in Mode will become effective unless all conditions precedent thereto have been metand the following items shall have been delivered to the Certificate Trustee and the Remarketing Agent by 11:00a.m., or such later time as is acceptable to MTA as Agent, the Certificate Trustee and the Remarketing Agent, on theMode Change Date:

• a Favorable Opinion of Certificate Counsel dated the Mode Change Date,

• a Tender Agency Agreement and a Remarketing Agreement if required for the New Mode, and

• a certificate of an authorized officer of the Tender Agent to the effect that all of the Series 2004ACertificates of a subseries tendered or deemed tendered, unless otherwise redeemed, have beenpurchased at a price at least equal to the principal amount thereof.

4. If all conditions to the Mode change are met, the interest period for the New Mode shallcommence on the Mode Change Date and the interest rate shall be determined by the Remarketing Agent.

5. In the event the foregoing conditions have not been satisfied by the Mode Change Date, the NewMode shall not take effect and the Series 2004A Certificates of a subseries that are the subject of the Mode change:

• will not be subject to mandatory tender for purchase,

• will continue to be in the Auction Rate Mode,

• will be in seven-day Auction Periods on and after the failed Mode Change Date until the length of theAuction Period is changed as described above, and

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• will bear interest at an Auction Period Rate (a) which for the Auction Period commencing on the failedMode Change Date shall be equal to the Maximum Auction Rate as determined on the Auction Datefor such Auction Period and (b) which for each Auction Period thereafter will be determined inaccordance with the Auction Procedures.

Mandatory Tender for Purchase of Series 2004A Certificates on Any Mode Change Date

Any subseries of the Series 2004A Certificates to be changed to any Mode from the Auction Rate Mode aresubject to mandatory tender for purchase on the Mode Change Date at the purchase price equal to the principalamount thereof (the Purchase Price).

The Purchase Price of Series 2004A Certificates that are subject to mandatory tender for purchase on aMode Change Date is payable only from the proceeds of the remarketing thereof and any funds advanced by MTAas Agent for such purpose at its option. Although MTA as Agent has the option to purchase Series 2004A Certificates that are subject to mandatory tender for purchase and that have not been remarketed on the ModeChange Date, it is not obligated to do so. If any Series 2004A Certificates of a subseries subject to mandatory tenderfor purchase on a Mode Change Date are not purchased, then the Existing Owners of all of the Series 2004A Certificates of such subseries will continue to hold such Series 2004A Certificates in a seven-day Auction Period atthe Maximum Auction Rate for the Auction Period commencing on the failed Mode Change Date.

Notice of Mandatory Tender for Purchase

The Certificate Trustee shall, at least 15 days prior to any Mode Change Date for the Series 2004A Certificates of a subseries, give notice of the mandatory tender for purchase of the Series 2004A Certificates of suchsubseries on such Date.

Notice of any mandatory tender of Series 2004A Certificates of a subseries shall be provided by theCertificate Trustee or caused to be provided by the Certificate Trustee by mailing a copy of the notice of mandatorytender by first-class mail to each Certificateholder at the respective addresses shown on the registry books. Eachnotice shall identify the reason for the mandatory tender for purchase, and specify the Mode Change Date, thePurchase Price, the place and manner of payment, that the Certificateholder has no right to retain such Series 2004A Certificates and that no further interest will accrue from and after the Mode Change Date to such Certificateholder.Each notice shall also specify the conditions that have to be satisfied pursuant to the Certificate Trust Agreement inorder for the New Mode to become effective, as well as the consequences that the failure to satisfy any of suchconditions would have. Any notice mailed as described above shall be conclusively presumed to have been dulygiven, whether or not the Certificateholder receives the notice, and the failure of such Certificateholder to receiveany such notice shall not affect the validity of the action described in such notice. Failure by the Certificate Trusteeto give a notice as provided under this caption would not affect the obligation of the Tender Agent to purchase theSeries 2004A Certificates of a subseries subject to mandatory tender for purchase on the Mode Change Date.

Remarketing of Series 2004A Certificates of a Subseries; Notices

The Remarketing Agent for Series 2004A Certificates being changed to a new Mode shall offer for sale anduse its best efforts to find purchasers for all Series 2004A Certificates required to be tendered for purchase.

The Remarketing Agent shall at or before 11:45 a.m. on the Mode Change Date notify the Tender Agentand MTA as Agent of the amount of tendered Series 2004A Certificates of a subseries that were not successfullyremarketed. In the event that all of the Series 2004A Certificates of such subseries are successfully remarketed, theRemarketing Agent shall confirm to the Tender Agent the transfer of the Purchase Price of all of the Series 2004ACertificates of such subseries to the Tender Agent in immediately available funds at or before 12:00 noon on theMode Change Date. In the event that any Series 2004A Certificates of such subseries are not successfullyremarketed, MTA as Agent shall have the option, but shall not be obligated, to purchase such Series 2004ACertificates. If any Series 2004A Certificates of a subseries are not purchased on the Mode Change Date, theExisting Owners of all of the Series 2004A Certificates of such subseries will continue to hold such Series 2004A Certificates in a seven-day Auction Period at the Maximum Auction Rate for the Auction Period commencing on thefailed Mode Change Date.

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Delivery and Payment for Purchased Remarketed Series 2004A Certificates of a Subseries; Undelivered

Series 2004A Certificates

Except as otherwise required or permitted by the book-entry-only system of the Securities Depository,remarketed Series 2004A Certificates purchased as set forth above shall be delivered (with all necessaryendorsements) at or before 12:00 noon on the Mode Change Date at the office of the Tender Agent in New York,New York; provided, however, that payment of the Purchase Price of any remarketed Series 2004A Certificatepurchased shall be made only if such Series 2004A Certificate so delivered to the Tender Agent conforms in allrespects to the description thereof in the notice of tender. Payment of the Purchase Price shall be made by wiretransfer in immediately available funds by the Tender Agent by the close of business on the Mode Change Date, or,if the Certificateholder has not provided or caused to be provided wire transfer instructions, by check mailed to theCertificateholder at the address appearing in the books required to be kept by the Certificate Trustee pursuant to theCertificate Trust Agreement. If Series 2004A Certificates of a subseries to be purchased are not delivered by theCertificateholders to the Tender Agent by 12:00 noon on the Mode Change Date, the Tender Agent shall hold anyfunds received for the purchase of those Series 2004A Certificates in trust in a separate account uninvested, andshall pay such funds to the former Certificateholders upon presentation of the Series 2004A Certificates subject totender. Undelivered Series 2004A Certificates are deemed tendered and cease to accrue interest as to the formerCertificateholders on the Mode Change Date and moneys representing the Purchase Price shall be available againstdelivery of those Series 2004A Certificates at the Principal Office of the Tender Agent; provided, however, that anyfunds so held by the Tender Agent that remain unclaimed by the former holder of any such Series 2004A Certificatenot presented for purchase for a period of two years after delivery of such funds to the Tender Agent shall, to theextent permitted by law, upon request in writing by MTA as Agent and the furnishing of security or indemnity to theTender Agent's satisfaction, be paid to MTA as Agent free of any trust or lien and thereafter the former holder ofsuch Series 2004A Certificate shall look only to MTA as Agent and then only to the extent of the amounts soreceived by MTA as Agent without any interest thereon and the Tender Agent shall have no further responsibilitywith respect to such moneys or payment of the Purchase Price of such Series 2004A Certificates.

Prepayment Prior to Maturity

Mandatory Sinking Fund Prepayment. The Series 2004A Certificates are subject to prepayment in part onJanuary 1 of each year and in the respective principal amounts set forth below at 100% of the principal amountthereof, plus accrued interest to the prepayment date, from sinking fund installments that are required to be made inamounts sufficient to prepay on January 1 of each year set forth below the aggregate principal amount ofSeries 2004A Certificates specified for each of the years shown below.

The following schedule sets forth the aggregate principal amount of Series 2004A Certificates subject tosinking fund prepayment in each year. The amount of Series 2004A Certificates of each subseries shall be pro ratawith respect to each subseries to the extent possible in Authorized Denominations, unless otherwise directed by anAuthorized Officer.

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Year

Sinking FundInstallment Year

Sinking FundInstallment

2006 $ 2,400,000 2019 $19,000,0002007 0 2020 19,725,0002008 0 2021 20,475,0002009 2,475,000 2022 21,250,0002010 2,575,000 2023 22,075,0002011 2,675,000 2024 22,900,0002012 2,775,000 2025 23,775,0002013 2,875,000 2026 24,700,0002014 12,675,000 2027 25,625,0002015 16,375,000 2028 26,600,0002016 17,000,000 2029 27,625,0002017 17,625,000 2030* 6,425,0002018 18,300,000

*Final maturity.

The date on which a sinking fund installment will be due when the Series 2004A Certificates of a subseriesentitled to such sinking fund installment are in the Auction Rate Mode will be either the dates set forth above, or ifany such date is not an Interest Payment Date, then the Interest Payment Date immediately preceding the date setforth above.

Credit Toward Mandatory Sinking Fund Prepayment. In satisfaction, in whole or in part, of any sinkingfund installment, the MTA as Agent may deliver to the Certificate Trustee at least 45 days prior to the date of suchsinking fund installment, for cancellation, Certificates acquired by purchase or prepayment, together withinformation relating to the sinking fund installment that the Certificates will be credited against. All Certificates sodelivered to the Certificate Trustee in satisfaction of a sinking fund installment shall reduce the amount thereof bythe amount of the aggregate principal amount of the Certificates delivered.

Optional Prepayment. Each subseries of Series 2004A Certificates shall be subject to optional prepaymentby MTA as Agent, in whole or in part, on any Interest Payment Date immediately following an Auction Period, at aPrepayment Price equal to the principal amount thereof, plus accrued interest to the prepayment date; provided,however, that in the event of a partial prepayment of Series 2004A Certificates of a subseries, the aggregateprincipal amount of Series 2004A Certificates of such subseries that will remain outstanding shall be equal to ormore than $10,000,000 unless otherwise consented to by the Broker-Dealer.

Prepayment Notices. So long as DTC is the securities depository for the Series 2004A Certificates, theCertificate Trustee must mail prepayment notices to DTC at least 30 days before the prepayment date. If theSeries 2004A Certificates are not held in book-entry-only form, then the Certificate Trustee must mail prepaymentnotices directly to Certificateholders not less than 10, nor more than 20, days before the prepayment date. Aprepayment of the Series 2004A Certificates is valid and effective even if DTC’s procedures for notice should fail.Beneficial owners should consider arranging to receive prepayment notices or other communications to DTCaffecting them, including notice of interest payments through DTC participants. Please note that all prepayments

are final - even if beneficial owners did not receive their notice, and even if that notice had a defect.

Effect of Call for Prepayment. If the Certificate Trustee gives an unconditional notice of prepayment, thenon the prepayment date the Series 2004A Certificates called for prepayment will become due and payable. If on theprepayment date the Certificate Trustee holds money to pay the Series 2004A Certificates called for prepayment,thereafter, no interest will accrue on those Series 2004A Certificates, and a certificateholder’s only right will be toreceive payment of the prepayment price upon surrender of those Series 2004A Certificates.

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Certificate Insurance

General. The following information has been furnished by Ambac Assurance Corporation (the “Insurer”)for use in this official statement. Reference is made to Attachment 6 for a specimen of the Insurer’s financialguaranty insurance policy. For a description of certain circumstances in which the Insurer shall have rights inaddition to or in lieu of certain rights of Series 2004A Certificateholders under the Certificate Trust Agreement, seeAttachment 5 – “DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE CERTIFICATE ANDGROUND LEASE DOCUMENTS – Summary of Certain Provisions of the Certificate Trust Agreement –Provisions Regarding Insurer”.

Payment of principal and interest when due represented by the Series 2004A Certificates will be insured bya financial guaranty insurance policy to be issued by the Insurer concurrently with the execution and delivery of theSeries 2004A Certificates.

Payment Pursuant to Financial Guaranty Insurance Policy . The Insurer has made a commitment to issue afinancial guaranty insurance policy (the “Insurance Policy”) relating to the Series 2004A Certificates effective as ofthe date of execution and delivery of the Series 2004A Certificates. Under the terms of the Insurance Policy, theInsurer will pay to The Bank of New York, in New York, New York or any successor thereto (the “Ambac Trustee”)that portion of the principal and interest represented by the Series 2004A Certificates which shall become Due forPayment but shall be unpaid by reason of Nonpayment by the Obligor (as such terms are defined in the InsurancePolicy). The Insurer will make such payments to the Ambac Trustee on the later of the date on which such principaland interest becomes Due for Payment or within one business day following the date on which the Insurer shall havereceived notice of Nonpayment from the Certificate Trustee/Paying Agent. The insurance will extend for the term ofthe Series 2004A Certificates and, once issued, cannot be canceled by the Insurer.

The Insurance Policy will insure payment only on stated maturity dates and on mandatory sinking fundinstallment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the Series2004A Certificates become subject to mandatory prepayment and insufficient funds are available for prepayment ofall outstanding Series 2004A Certificates, the Insurer will remain obligated to pay principal and interest representedby outstanding Series 2004A Certificates on the originally scheduled interest and principal payment dates includingmandatory sinking fund prepayment dates. In the event of any acceleration of the principal of the Series 2004ACertificates, the insured payments will be made at such times and in such amounts as would have been made hadthere not been an acceleration.

In the event the Certificate Trustee/Paying Agent has notice that any payment of principal or interestrepresented by a Series 2004A Certificate which has become Due for Payment and which is made to aCertificateholder by or on behalf of the Obligor has been deemed a preferential transfer and theretofore recoveredfrom its registered owner pursuant to the United States Bankruptcy Code in accordance with a final, nonappealableorder of a court of competent jurisdiction, such registered owner will be entitled to payment from the Insurer to theextent of such recovery if sufficient funds are not otherwise available.

The Insurance Policy does not insure any risk other than Nonpayment, as defined in the Insurance Policy.Specifically, the Insurance Policy does not cover:

1. payment on acceleration, as a result of a call for prepayment (other than mandatory sinking fundprepayment) or as a result of any other advancement of maturity.

2. payment of any redemption, prepayment or acceleration premium.

3. nonpayment of principal or interest caused by the insolvency or negligence of any Certificate Trusteeor Paying Agent, if any.

If it becomes necessary to call upon the Insurance Policy, payment of principal requires surrender of theSeries 2004A Certificates to the Ambac Trustee together with an appropriate instrument of assignment so as topermit ownership of such Series 2004A Certificates to be registered in the name of the Insurer to the extent of the

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payment under the Insurance Policy. Payment of interest pursuant to the Insurance Policy requires proof ofCertificateholder entitlement to interest payments and an appropriate assignment of the Certificateholder’s right topayment to the Insurer.

Upon payment of the insurance benefits, the Insurer will become the owner of the Series 2004ACertificates, appurtenant coupon, if any, or right to payment of principal or interest represented by such Series2004A Certificates and will be fully subrogated to the surrendering Certificateholder’s rights to payment.

The insurance provided by the Insurance Policy is not covered by the property/casualty insurance securityfund specified by the insurance laws of the State of New York.

The Insurance Policy does not insure against loss relating to payments made in connection with the sale ofthe Series 2004A Certificates at Auctions or losses suffered as a result of a Certificateholder’s inability to sell theSeries 2004A Certificates.

Ambac Assurance Corporation. The Insurer is a Wisconsin-domiciled stock insurance corporationregulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do business in50 states, the District of Columbia, the Territory of Guam, the Commonwealth of Puerto Rico and the U.S. VirginIslands, with admitted assets of approximately $8,142,000,000 (unaudited) and statutory capital of approximately$4,824,000,000 (unaudited) as of June 30, 2004. Statutory capital consists of the Insurer’s policyholders’ surplusand statutory contingency reserve. Standard & Poor’s Credit Markets Services, a Division of The McGraw-HillCompanies, Moody’s Investors Service and Fitch Ratings have each assigned a triple-A financial strength rating tothe Insurer.

The Insurer has obtained a ruling from the Internal Revenue Service to the effect that the insuring of anobligation by the Insurer will not affect the treatment for federal income tax purposes of interest on such obligationand that insurance proceeds representing maturing interest paid by the Insurer under policy provisions substantiallyidentical to those contained in its financial guaranty insurance policy shall be treated for federal income tax purposes in the same manner as if such payments were made by the Obligor of the Series 2004A Certificates.

The Insurer makes no representation regarding the Series 2004A Certificates or the advisability of investingin the Series 2004A Certificates and makes no representation regarding, nor has it participated in the preparation of,the official statement other than the information supplied by the Insurer and presented under this caption “CertificateInsurance” and in Attachment 6.

Available Information. The parent company of the Insurer, Ambac Financial Group, Inc. (the Company), issubject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act),and in accordance therewith files reports, proxy statements and other information with the Securities and ExchangeCommission (the SEC). These reports, proxy statements and other information can be read and copied at the SEC’spublic reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330for further information on the public reference room. The SEC maintains an internet site at http://www.sec.gov thatcontains reports, proxy and information statements and other information regarding companies that fileelectronically with the SEC, including the Company. These reports, proxy statements and other information can alsobe read at the offices of the New York Stock Exchange, Inc. (the NYSE), 20 Broad Street, New York, New York10005.

Copies of the Insurer’s financial statements prepared in accordance with statutory accounting standards areavailable from the Insurer. The address of the Insurer’s administrative offices and its telephone number are OneState Street Plaza, 19th Floor, New York, New York 10004 and (212) 668-0340.

Incorporation of Certain Documents by Reference . The following documents filed by the Company withthe SEC (File No. 1-10777) are incorporated by reference in this official statement:

1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and filedon March 15, 2004.

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2. The Company’s Current Report on Form 8-K dated April 21, 2004 and filed on April 22, 2004;

3. The Company’s Quarterly Report on Form 10-Q for the fiscal quarterly period ended March 31, 2004 andfiled on May 10, 2004;

4. The Company’s Current Report on Form 8-Kdated July 21, 2004 and filed on July 22, 2004; and

5. The Company’s Quarterly Report on Form 10-Q for the fiscal quarterly period ended June 30, 2004 andfiled on August 9, 2004.

All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act afterthe date of this official statement will be available for inspection in the same manner as described above in“Available Information”.

Base Rent Payments

Table 1 on the next page sets forth, on a cash basis, the Base Rent requirements payable with respect to (1)the Unrefunded Certificates after giving effect to the refunding plan, (2) the Series 2004A Certificates, and (3) allOutstanding Certificates after giving effect to the refunding plan. A schedule that sets forth the obligations of theLeasehold Improvement Sublessees to pay their Ground Lease Net Rental is set forth in Attachment 5 –“DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE CERTIFICATE AND GROUNDLEASE DOCUMENTS – Summary of Certain Provisions of the Ground Lease – Monthly Payment of Rent”.

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Table 1

Base Rent on the Outstanding Certificates(1)

Base Rent on Series 2004A Certificates12 Months ending

January 1

Base Rent on UnrefundedCertificates

Principal Interest(2) Total

TotalAggregateBase Rent

2005 $ 23,336,419(3) $ 0 $ 3,495,317 $ 3,495,317 $ 26,831,735

2006 14,632,291 2,400,000 12,700,074 15,100,074 29,732,3652007 12,881,271 0 12,614,916 12,614,916 25,496,1872008 12,884,981 0 12,614,916 12,614,916 25,499,8972009 12,884,241 2,475,000 12,619,360 15,094,360 27,978,6012010 12,883,886 2,575,000 12,527,097 15,102,097 27,985,9832011 12,882,843 2,675,000 12,435,729 15,110,729 27,993,5722012 12,882,949 2,775,000 12,340,813 15,115,813 27,998,7622013 12,884,760 2,875,000 12,246,662 15,121,662 28,006,4222014 3,204,160 12,675,000 12,140,337 24,815,337 28,019,4972015 0 16,375,000 11,690,597 28,065,597 28,065,5972016 0 17,000,000 11,109,571 28,109,571 28,109,5712017 0 17,625,000 10,510,070 28,135,070 28,135,0702018 0 18,300,000 9,880,989 28,180,989 28,180,9892019 0 19,000,000 9,231,660 28,231,660 28,231,6602020 0 19,725,000 8,557,492 28,282,492 28,282,4922021 0 20,475,000 7,860,368 28,335,368 28,335,3682022 0 21,250,000 7,131,095 28,381,095 28,381,0952023 0 22,075,000 6,377,092 28,452,092 28,452,0922024 0 22,900,000 5,593,816 28,493,816 28,493,8162025 0 23,775,000 4,782,951 28,557,951 28,557,9512026 0 24,700,000 3,937,670 28,637,670 28,637,6702027 0 25,625,000 3,061,253 28,686,253 28,686,2532028 0 26,600,000 2,152,014 28,752,014 28,752,0142029 0 27,625,000 1,208,605 28,833,605 28,833,6052030 0 6,425,000 227,975 6,652,975 6,652,975

Totals $131,357,801 $357,925,000 $219,048,439 $576,973,439 $708,331,241

(1) Totals may not add due to rounding. The Proportionate Shares of Base Rent of the Transit Authority, MTA(solely on behalf of LIRR and MNCRC) and TBTA for the Certificates are set forth in Attachment 5—“DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE CERTIFICATE AND GROUNDLEASE DOCUMENTS—Summary of Certain Provisions of the Leasehold Improvement Sublease—Rent”.

(2) Interest calculated at the effective interest rate of 3.542% per annum taking into account the interest rate swapsentered into with respect to the Series 2004A Certificates.

(3) Includes July 1, 2004 Base Rent on both Refunded and Unrefunded Certificates.

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PART II. SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES

Part II of this official statement describes the sources of payment and security for all Certificates, includingthe Series 2004A Certificates.

SECURITY AND SOURCES OF PAYMENT

Pledge of the Certificate Trust Agreement

The Certificates represent proportionate interests in the principal and interest components of Base Rentpaid severally (meaning that one entity is not legally responsible to pay for another entity’s proportionate share), butnot jointly, in their respective Proportionate Shares by the Transit Authority, MTA (solely on behalf of LIRR andMNCRC) and TBTA pursuant to the Leasehold Improvement Sublease. The Certificates are several, but not joint,special obligations of the Transit Authority, MTA and TBTA. The Certificates are payable from and secured as tothe payment of the principal component, prepayment premium, if any, and interest component thereon by a pledgeof the following: (a) the proceeds of the sale of the Certificates until expended, (b) all moneys and securities fromtime to time deposited with the Certificate Trustee under or pursuant to the Certificate Trust Agreement, (c) all funds and accounts established under or pursuant to the Certificate Trust Agreement, and (d) the income on or theproceeds of any of the foregoing.

The periodic payment obligations under the Interest Rate Swaps are on a parity with the ProportionateShares under the Leasehold Improvement Sublease. The termination payment obligations under the Interest RateSwaps are subordinate to the Certificate Trustee’s payment of principal and interest on the Certificates and theperiodic payment obligations under the Interest Rate Swaps.

The Transit Authority, MTA and TBTA expect to enter into an interagency agreement (the “InteragencyAgreement”) pursuant to which any of the agencies can make payments for any other agency under the LeaseholdImprovement Sublease or the Interest Rate Swaps and treat those payments as loans to be repaid prior to the end ofthe next calendar year.

The Certificates are not secured by any mortgage or security interest in the Demised Premises. The GroundLease Sublessees have certain rights and remedies with respect to the Demised Premises as set forth in the GroundLease.

General

Neither the Certificates nor the Leasehold Improvement Sublease nor the obligation to pay Base Rentthereunder constitute or create a debt of the Leasehold Improvement Sublessees, the State or the City and neither theState nor the City are liable thereon. The Transit Authority, MTA, LIRR, MNCRC and TBTA do not have taxingpowers.

The Leasehold Improvement Sublease requires the Leasehold Improvement Sublessees to continue to makepayment of Rent notwithstanding damage to or destruction of all or any portion of the Demised Premises unlessthere is substantial interference with the use and occupancy by the Leasehold Improvement Sublessees of theDemised Premises or any part thereof. In that case, notwithstanding any other provision of the LeaseholdImprovement Sublease, to the extent that proceeds from rental interruption insurance or amounts in certain fundsunder the Certificate Trust Agreement are not available to make payments of Rent, then the payment of Rent issubject to abatement in an amount agreed upon by the Leasehold Improvement Sublessees and the CertificateTrustee, such that the resulting payment of Rent represents fair consideration for the use and occupancy of theportions of the Demised Premises not damaged or destroyed, until replacement or repair of the damaged portion ofthe Demised Premises is substantially completed. See Attachment 5 – “DEFINITIONS AND SUMMARY OFCERTAIN PROVISIONS OF THE CERTIFICATE AND GROUND LEASE DOCUMENTS – Summary of CertainProvisions of the Leasehold Improvement Sublease – Risk of Loss; Damage, Destruction; Condemnation .”

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Sources of Payment

Transit Authority. The obligation of the Transit Authority to pay its Proportionate Share is treated as anoperating and maintenance expense for the rental of office space for essential Transit Authority operations,subordinate to the payment of bonds, notes and other obligations currently outstanding and hereafter issued orincurred as hereinafter described under “PRIOR CLAIMS ON REVENUES – Transit Authority and MTA”.

For a discussion of the revenues available to pay operating and maintenance expenses of the TransitAuthority, including the payment of amounts due under the Transit Authority Ground Lease Sublease and theLeasehold Improvement Sublease, see “AVAILABLE TRANSIT AUTHORITY AND MTA REVENUES.”

MTA. The obligation of the MTA (solely on behalf of LIRR and MNCRC) to pay its Proportionate Share istreated as an operating and maintenance expense for the rental of office space for essential LIRR and MNCRCoperations, subordinate to bonds, notes and other obligations currently outstanding and hereafter issued or incurredas hereinafter described under “PRIOR CLAIMS ON REVENUES – Transit Authority and MTA.”

For a discussion of the revenues available to pay operating and maintenance expenses of LIRR andMNCRC, including the payment of amounts due under the MTA Ground Lease Sublease and the LeaseholdImprovement Sublease, see “AVAILABLE TRANSIT AUTHORITY AND MTA REVENUES.”

TBTA. The obligation of TBTA to pay its Proportionate Share is for the rental of office space for essentialTBTA operations and is, by agreement, subordinate to TBTA’s payment of other operating and maintenanceexpenses of TBTA, as well as to outstanding bonds, notes and other obligations currently outstanding and hereafterissued, but before the payment of surplus to the Transit Authority and MTA as hereinafter described under “PRIORCLAIMS ON REVENUES – TBTA.”

For a discussion of the revenues available to pay the Proportionate Share of TBTA, including the paymentof amounts due under the TBTA Ground Lease Sublease and the Leasehold Improvement Sublease, see“AVAILABLE TBTA REVENUES.”

Additional Certificates

The Certificate Trust Agreement permits additional Certificates (Additional Certificates) to be issued fromtime to time pursuant to one or more Supplemental Certificate Trust Agreements without the consent of the Ownersof the outstanding Certificates and on a parity with the outstanding Certificates and any previously executed anddelivered Additional Certificates (unless otherwise provided in the Supplemental Certificate Trust Agreement). Theproceeds of a series of Additional Certificates may be used to

• fund costs necessary to complete the Project, for the Leasehold Improvement Completion Project orfor other capital projects at the Demised Premises, including termination payments under the InterestRate Swap, or

• refund outstanding Certificates of one or more series.

Prior to or concurrently with the execution of any series of Additional Certificates, the Certificate Trusteeshall have received the following:

• an original or certified copy of the Supplemental Certificate Trust Agreement authorizing theexecution and delivery of any series of Additional Certificates other than refunding Certificates,

• an original or certified copy of an amendment to the Leasehold Improvement Sublease providing foran increase and adjustment in the Base Rent to be paid thereunder,

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• an opinion of Certificate Counsel to the effect that the Leasehold Improvement Sublessees have theright and power to execute and deliver the amendment to the Leasehold Improvement Sublease and theSupplemental Certificate Trust Agreement and that such documents are valid and binding upon each ofthe Leasehold Improvement Sublessees and enforceable in accordance with their respective terms, and

• such further documents, opinions, money or securities as are required by the provisions of theSupplemental Certificate Trust Agreement providing for the execution and delivery of such AdditionalCertificates.

MTA does not presently expect to issue Additional Certificates to finance additional Project costs.

Reserve Fund

To the extent that amounts in the Sublease Payment Fund are insufficient to pay principal and interest whendue on the Certificates, deficiencies are made up from amounts in the Reserve Fund. Amounts in the Reserve Fundare available to make periodic payments under the Interest Rate Swaps, but are not available to make terminationpayments under the Interest Rate Swaps. The Certificate Trust Agreement requires the Leasehold ImprovementSublessees to maintain the Reserve Fund with respect to, and as security for, the Certificates in an amount equal toone-half of the greatest amount of regularly scheduled Base Rent payments for the then current or any futurecalendar year; provided, however, that the Reserve Requirement shall not exceed 10% of the proceeds from the saleof any series of Certificates (the “Reserve Requirement”). The Reserve Fund may be drawn upon for up to the entireamount therein in the event any Leasehold Improvement Sublessee fails to pay its Proportionate Share; however, theobligation to replenish the Reserve Fund applies only to the Leasehold Improvement Sublessee that caused suchinsufficiency. Upon the issuance of the Series 2004A Certificates, the Reserve Requirement will be fully funded.

AVAILABLE TRANSIT AUTHORITY AND MTA REVENUES

The obligation of the Transit Authority and MTA (solely on behalf of LIRR and MNCRC) to pay theirrespective Proportionate Shares are treated as an operating and maintenance expense for the rental of office spacefor essential operations, subordinate to bonds, notes and other obligations currently outstanding and hereafter issuedor incurred as hereinafter described under “PRIOR CLAIMS ON REVENUES.” The Transit Authority is obligatedto pay 68.7% of the Base Rent under the Leasehold Improvement Sublease and the MTA 21.0%. Under theInteragency Agreement, one of the agencies may make a payment for any other agency and treat it as a loan.

MTA receives “transportation revenues,” directly and through certain subsidiaries (currently, LIRR andMNCRC) and affiliates (currently, the Transit Authority and MaBSTOA), and its receipts from many of thesesources are pledged for the payment of Transportation Revenue Bonds. The Transportation Resolution provides thatbondholders are to be paid from pledged revenues prior to the payment of operating or other expenses. The paymentof Base Rent is treated, for Transit Authority and MTA purposes, in the same manner as other operating expensesafter the payment of debt service on the Transportation Revenue Bonds and any future parity or subordinate debtissued in accordance with the Transportation Resolution. See Appendix A under the captions “REVENUES OFTHE RELATED ENTITIES” and “TRANSPORTATION REVENUE BONDS-Pledged Transportation Revenues; -Description of Pledged Revenues; and - Factors Affecting Revenues” for a description of such transportationrevenues, historical receipts and factors which could affect future receipts.

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AVAILABLE TBTA REVENUES

The obligation of TBTA to pay its Proportionate Share is for the rental of office space for essential TBTAoperations and is, by agreement, subordinate to TBTA’s payment of other operating and maintenance expenses ofTBTA, as well as to outstanding bonds, notes and other obligations currently outstanding and hereafter issued, butbefore the payment of surplus to the Transit Authority and MTA as hereinafter described under “PRIOR CLAIMSON REVENUES – Priority of Payment – TBTA”. TBTA is obligated to pay 10.3% of the Base Rent under theLeasehold Improvement Sublease. However, the Transit Authority, MTA and TBTA will enter into the InteragencyAgreement pursuant to which any of the agencies can make payments for any other agency and treat those paymentsas loans.

TBTA receives substantially all of its revenues from the tolls charged on its tunnels and bridges. TBTAoperates the following 7 bridges and 2 tunnels:

• Triborough Bridge,

• Verrazano-Narrows Bridge,

• Bronx-Whitestone Bridge,

• Throgs Neck Bridge,

• Henry Hudson Bridge,

• Marine Parkway-Gil Hodges Memorial Bridge,

• Cross Bay Veterans Memorial Bridge,

• Brooklyn-Battery Tunnel, and

• Queens Midtown Tunnel.

See Appendix A under the captions “REVENUES OF THE RELATED ENTITIES” and “TBTA SENIORREVENUE BONDS - Sources of Payment” for a discussion of TBTA revenues and TBTA operating surplus.

PRIOR CLAIMS ON REVENUES

Transit Authority and MTA

General. The obligation of the Transit Authority and MTA (solely on behalf of LIRR and MNCRC) to paytheir respective Proportionate Share is an operating and maintenance expense, payable after the payment of (1) debtservice on bonds, notes and parity obligations (collectively, “Transportation Revenue Obligations”) issued under theMTA’s General Resolution Authorizing Transportation Revenue Obligations, adopted on March 26, 2002, asamended and supplemented (the “Transportation Revenue Obligation Resolution”), and (2) other obligations thathave been or may be issued from time to time by MTA that have a pledge on transportation revenues superior to thepayment of the Transit Authority’s operating and maintenance expenses.

Existing Claims Against Available Transportation Revenues. MTA currently has $6,679,095,000aggregate principal amount of Transportation Revenue Obligations outstanding (this includes $500 million Series2004A Bonds issued in June 2004). In addition, MTA has issued up to $720 million aggregate principal amount ofcommercial paper notes, which notes are secured by the proceeds of Transportation Revenue Obligations that areexpected to be issued under the Transportation Resolution.

In connection with the issuance of Transportation Revenue Obligations, MTA has entered into a number ofinterest rate swaps. The periodic payment of principal and interest on the swaps are payable on a parity with theTransportation Revenue Obligations that is superior to the payment of Base Rent. However, the terminationpayments on the swaps are subordinate to the payment of periodic principal and interest on the swaps and arepayable on a parity with the payment by the Transit Authority and MTA of Base Rent. A summary of the swaps,

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including estimated termination values as of December 31, 2003, is set forth in footnote 6 to the audited financialstatements of MTA included by specific cross-reference herein.

The Transit Authority and/or MTA have entered into a number of tax-advantaged lease transactions that are entitled to a contingent pledge on the transportation revenues in the event the defeasance obligations relating to thetransaction are not sufficient. See footnote 7 to the audited financial statements of MTA included by specific cross-reference herein.

TBTA

General. The obligation of TBTA to pay its Proportionate Share is payable from available TBTA revenues,payable after the payment of (1) other operating and maintenance expenses of TBTA, (2) debt service on bonds,notes and parity obligations (collectively, “Senior TBTA Obligations”) issued under TBTA’s General ResolutionAuthorizing General Revenue Obligations, adopted on March 26, 2002, as amended and supplemented (the “SeniorTBTA Resolution”), and certain required reserves, (3) bonds, notes and parity obligations issued under TBTA’s2001 Subordinate Revenue Resolution Authorizing Subordinate Revenue Obligations, adopted on March 26, 2002,as amended and supplemented (the “Subordinate TBTA Resolution”), and (4) other obligations that have been ormay be issued from time to time by TBTA that have a pledge on Available TBTA Revenues superior to the paymentof TBTA surplus to the Transit Authority and MTA.

Existing Claims Against Available TBTA Revenues. TBTA currently has $4,468,710,000 aggregateprincipal amount of Senior TBTA Obligations outstanding. There are also $2,417,590,000 aggregate principalamount of Subordinate TBTA Obligations outstanding (this includes $250 million 2004A Bonds).

In connection with the issuance of TBTA Senior Obligations and Subordinate TBTA Obligations, TBTAhas entered into a number of interest rate swaps. The periodic payment of principal and interest on the swaps arepayable on a parity with the TBTA Senior Obligations or Subordinate TBTA Obligations relating thereto that issuperior to the payment of Base Rent. However, the termination payments on the swaps are subordinate to thepayment of periodic principal and interest on the swaps and are payable on a parity with the payment by TBTA ofBase Rent. A summary of the swaps, including estimated termination values as of December 31, 2003, is set forth infootnote 6 to the audited financial statements of MTA included by specific cross-reference herein.

TBTA has entered into a number of tax-advantaged lease transactions that are entitled to a contingentpledge on its revenues in the event the defeasance obligations relating to the transaction are not sufficient. Seefootnote 7 to the audited financial statements of MTA included by specific cross-reference herein and footnote 13 tothe audited financial statements of TBTA included by specific cross-reference herein.

[Remainder of page intentionally left blank]

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PART III. OTHER INFORMATION ABOUT THE SERIES 2004A CERTIFICATES

Part III of this official statement provides miscellaneous additional information relating to the Series2004A Certificates.

TAX MATTERS

Nixon Peabody LLP is Certificate Counsel for the Series 2004A Certificates. Their opinion under existinglaw, relying on certain statements by the Transit Authority, MTA and TBTA and assuming compliance by theTransit Authority, MTA and TBTA with certain covenants, is that the portion of the Base Rent payments to be madeby the Transit Authority, MTA and TBTA under the Leasehold Improvement Sublease paid and denominated asinterest and received by the Series 2004A Certificate Owners (the Interest Component) is:

• excluded from a Certificate Owner’s federal gross income under the Internal Revenue Code of 1986,

• not a preference item for a Certificate Owner under the federal alternative minimum tax, and

• included in the adjusted current earnings of a corporation under the federal corporate alternativeminimum tax.

Their opinion is also that under existing law the Interest Component is exempt from personal income taxesof New York State and any political subdivisions of the State, including The City of New York. See Attachment 3

to this official statement for the form of the opinion that Certificate Counsel expects to deliver when the Series2004A Certificates are executed and delivered.

The Internal Revenue Code imposes requirements on the Leasehold Improvement Sublease (as representedby the Series 2004A Certificates) that the Transit Authority, MTA and TBTA must continue to meet after the Series2004A Certificates are executed and delivered. These requirements generally involve the way that Series 2004ACertificate proceeds must be used and invested. If the Transit Authority, MTA and TBTA do not meet theserequirements, it is possible that a Certificate Owner may have to include the Interest Component in its federal grossincome on a retroactive basis to the date of execution and delivery. The Transit Authority, MTA and TBTA havecovenanted to do everything necessary to meet the requirements of the Internal Revenue Code.

A Certificate Owner who is a particular kind of taxpayer may also have additional tax consequences fromowning the Series 2004A Certificates. This is possible if a Certificate Owner is

• an S corporation,

• a United States branch of a foreign corporation,

• a financial institution,

• a property and casualty or a life insurance company,

• an individual receiving Social Security or railroad retirement benefits,

• an individual claiming the earned income credit or

• a borrower of money to purchase or carry the Series 2004A Certificates.

If a Certificate Owner is in any of these categories, it should consult its tax advisor.

Certificate Counsel is not responsible for updating its opinion in the future. It is possible that somethingmay happen in the future that could change the tax treatment of the Interest Component or affect the market price ofthe Series 2004A Certificates. For example, the Internal Revenue Code could be changed.

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Certificate Counsel expresses no opinion on the effect of any action taken or not taken in reliance upon anopinion of other counsel on the federal income tax treatment of the Interest Component, or under State, local orforeign tax law.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The accuracy of (i) the mathematical computations of the adequacy of the maturing principal of and interestearned on the Government Securities to be held by the Prior Certificate Trustee to provide for the payment ofprincipal or redemption prices of and interest on the Refunded Certificates when due, and (ii) the mathematicalcomputations supporting the conclusion that the Leasehold Improvement Sublease (as represented by the Series2004A Certificates) are not “arbitrage bonds” under the Internal Revenue Code of 1986 will be verified by BondLogistix LLC. Such verifications will be based upon information supplied to Bond Logistix LLC on behalf of MTAby UBS Financial Services Inc., the senior managing Underwriter.

LEGALITY FOR INVESTMENT

The Series 2004A Certificates are securities in which the following investors may properly and legallyinvest funds, including capital in their control or belonging to them:

• all public officers and bodies of the State and all municipalities and political subdivisions in the State,

• all insurance companies and associations and other persons carrying on an insurance business, allbanks, bankers, trust companies, savings banks and savings associations, including savings and loanassociations, building and loan associations, investment companies and other persons carrying on abanking business,

• all administrators, guardians, executors, trustees and other fiduciaries, and

• all other persons whatsoever who are now or who may hereafter be authorized to invest in theobligations of the State.

Certain of those investors, however, may be subject to separate restrictions that limit or prevent theirinvestment in the Series 2004A Certificates.

LITIGATION

There is no pending litigation concerning the Series 2004A Certificates being offered.

The Transit Authority, MTA and TBTA are defendants in numerous claims and actions. The TransitAuthority, MTA and TBTA do not believe that any of these claims and actions are material to the payment of theirrespective Proportionate Shares. A summary of certain of these potentially material claims and actions is set forth inAppendix A under the caption “LITIGATION.”

FINANCIAL ADVISOR

Goldman, Sachs & Co. is financial advisor for the Series 2004A Certificates. The financial advisor hasprovided MTA advice on the plan of refunding and reviewed the pricing of the Series 2004A Certificates and theInterest Rate Swaps. The financial advisor has not independently verified the information contained in this officialstatement and does not assume responsibility for the accuracy, completeness or fairness of such information. Thefinancial advisor’s fees for serving as financial advisor are contingent upon the execution and delivery of the Series2004A Certificates.

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UNDERWRITING

The Underwriters for the Series 2004A Certificates, acting through UBS Financial Services Inc., asRepresentative, have jointly and severally agreed, subject to certain conditions, to purchase the Series 2004ACertificates at an aggregate purchase price of $356,750,699, reflecting an Underwriters’ discount of $1,174,301, andto reoffer such Series 2004A Certificates at par.

The Underwriters’ obligation to purchase the Series 2004A Certificates is subject to certain conditionsprecedent, and they will be obligated to purchase all such Series 2004A Certificates if any Series 2004A Certificatesare purchased. UBS AG, Stamford Branch, an affiliate of the Representative of the Underwriters, is theCounterparty to each of the Interest Rate Swaps.

RATINGS

The Summary of Terms identifies the ratings of the credit rating agencies that are expected to be assignedto the Series 2004A Certificates. Those expected ratings reflect only the views of the organizations assigning them.An explanation of the significance of the ratings from each identified agency may be obtained as follows:

Fitch RatingsOne State Street PlazaNew York, New York 10004 (212) 908-0500

Moody’s Investors Service, Inc. 99 Church Street New York, New York 10007 (212) 553-0300

Standard & Poor’s Ratings Services55 Water Street New York, New York 10041 (212) 438-2000

The Transit Authority, MTA and TBTA have furnished to each rating agency rating the Series 2004ACertificates being offered information, including information not included in this official statement, aboutthemselves and the Series 2004A Certificates. Generally, rating agencies base their ratings on that information andon independent investigations, studies and assumptions made by each rating agency. There can be no assurance thatratings will continue for any given period of time or that they will not be revised downward or withdrawn entirelyby a rating agency if, in the judgment of that rating agency, circumstances warrant the revision or withdrawal. Thosecircumstances may include, among other things, changes in or unavailability of information relating to the TransitAuthority, MTA, TBTA or the Series 2004A Certificates. Any downward revision or withdrawal of a rating mayhave an adverse effect on the market price of the Series 2004A Certificates.

The expected ratings on the Series 2004A Certificates identified in the Summary of Terms generally reflectthe ratings of the Insurer providing credit enhancement for the Series 2004A Certificates.

LEGAL MATTERS

All legal proceedings in connection with the execution and delivery of the Series 2004A Certificates beingoffered are subject to the approval of the nationally-recognized firm identified on the cover page and in theSummary of Terms. The form of the opinion of Certificate Counsel is Attachment 3 to this official statement.

Certain legal matters regarding the Transit Authority, MTA and TBTA will be passed upon by theirrespective General Counsels. In addition, certain legal matters will be passed upon by the counsel to theUnderwriters, as also indicated in the Summary of Terms.

CONTINUING DISCLOSURE

As more fully stated in Attachment 2, MTA as Agent has agreed to provide certain financial informationand operating data by no later than 120 days following the end of each fiscal year. That information is to include,among other things, information concerning Transit Authority, MTA and TBTA annual audited financial statementsprepared in accordance with generally accepted accounting principles, or if unavailable, unaudited financialstatements will be delivered until audited statements become available. MTA as Agent has undertaken to file such

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above information with each Nationally Recognized Municipal Securities Repository and a New York StateInformation Depository (the SID), if and when one is established.

MTA as Agent has further agreed to deliver notice to each Repository or the Municipal SecuritiesRulemaking Board and to the SID of any failure to provide the Annual Information. MTA as Agent is also obligatedto deliver notices of the following events, if material, to each repository, or to the MSRB or the SID:

• principal and interest delinquencies;

• non-payment related defaults;

• unscheduled draws on debt service reserves reflecting financial difficulties;

• unscheduled draws on credit enhancements reflecting financial difficulties;

• substitution of credit or liquidity providers, or their failure to perform;

• adverse tax opinions or events affecting the tax exempt status of the security;

• modifications to the rights of security holders;

• bond calls;

• defeasance;

• release, substitution, or sale of property securing repayment of the securities; and

• rating changes.

MTA has also contracted with Digital Assurance Corporation (“DAC”), a dissemination agent recognizedas such by the SEC to perform certain of the foregoing functions.

Neither MTA, the Transit Authority nor TBTA has failed to comply, in any material respect, with anyprevious undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of Rule 15c2-12 under theSecurities Exchange Act of 1934, as amended.

FURTHER INFORMATION

MTA may place a copy of this official statement on MTA’s website at “www.mta.info”. No statement onthe MTA’s website or any other website is included by specific cross-reference herein.

Although TBTA and MTA have prepared the information on the MTA’s website for the convenience ofthose seeking that information, no decision in reliance upon that information should be made. Typographical orother errors may have occurred in converting the original source documents to their digital format, and MTA andTBTA assume no liability or responsibility for errors or omissions contained on any website. Further, MTA andTBTA disclaim any duty or obligation to update or maintain the availability of the information contained on anywebsite or any responsibility or liability for any damages caused by viruses contained within the electronic files onany website. TBTA and MTA also assume no liability or responsibility for any errors or omissions or for anyupdates to dated information contained on any website.

METROPOLITAN TRANSPORTATION AUTHORITY

NEW YORK CITY TRANSIT AUTHORITY

TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY

By: /s/ Patrick J. McCoyPatrick J. McCoyDirector of FinanceMetropolitan Transportation Authority

Attachment 1 - 1

ATTACHMENT 1

BOOK-ENTRY-ONLY SYSTEM

1. The Depository Trust Company (DTC), New York, NY, will act as securities depository for theSeries 2004A Certificates. The Series 2004A Certificates will be issued as fully-registered securities registered inthe name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorizedrepresentative of DTC. One fully-registered Series 2004A Certificate will be issued for each maturity of theSeries 2004A Certificates, each in the aggregate principal amount of such maturity, and will be deposited with DTC.If, however, the aggregate principal amount of any maturity of the Series 2004A Certificates exceeds $500 million,one Certificate of such maturity will be issued with respect to each $500 million of principal amount, and anadditional Certificate will be issued with respect to any remaining principal amount of such maturity.

2. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New YorkBanking Law, a “banking organization” within the meaning of the New York Banking Law, a member of theFederal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues,corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (Direct Participants) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants ofsales and other securities transactions in deposited securities, through electronic computerized book-entry transfersand pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securitiescertificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trustcompanies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of TheDepository Trust & Clearing Corporation (DTCC). DTCC, in turn, is owned by a number of Direct Participants ofDTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation andEmerging Markets Clearing Corporation (NSCC, FICC and EMCC, also subsidiaries of DTCC), as well as by theNew York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of SecuritiesDealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokersand dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationshipwith a Direct Participant, either directly or indirectly (Indirect Participants). DTC has Standard & Poor’s highestrating: AAA. The DTC Rules applicable to Participants are on file with the Securities and Exchange Commission.More information about DTC can be found at www.dtcc.com and www.dtc.org.

3. Purchases of Series 2004A Certificates under the DTC system must be made by or through DirectParticipants, which will receive a credit for the Series 2004A Certificates on DTC’s records. The ownership interestof each actual purchaser of each Series 2004A Certificate (Beneficial Owner) is in turn to be recorded on the Directand Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of theirpurchase. Beneficial Owners are, however, expected to receive written confirmations providing details of thetransaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through whichthe Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2004A Certificatesare to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf ofBeneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests inSeries 2004A Certificates, except in the event that use of the book-entry system for the Series 2004A Certificates isdiscontinued.

4. To facilitate subsequent transfers, all Series 2004A Certificates deposited by Direct Participants with DTCare registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested byan authorized representative of DTC. The deposit of Series 2004A Certificates with DTC and their registration in thename of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has noknowledge of the actual Beneficial Owners of the Series 2004A Certificates; DTC’s records reflect only the identityof the Direct Participants to whose accounts such Series 2004A Certificates are credited, which may or may not bethe Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of theirholdings on behalf of their customers.

Attachment 1 - 2

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants toIndirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed byarrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.Beneficial Owners of Series 2004A Certificates may wish to take certain steps to augment the transmission to themof notices of significant events with respect to the Series 2004A Certificates, such as redemptions, tenders, defaults,and proposed amendments to the Series 2004A Certificate documents. For example, Beneficial Owners of theSeries 2004A Certificates may wish to ascertain that the nominee holding the Series 2004A Certificates for theirbenefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners maywish to provide their names and addresses to the registrar and request that copies of notices be provided directly tothem.

6. Redemption notices shall be sent to DTC. If less than all of the Series 2004A Certificates of any maturityare being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant insuch maturity to be redeemed.

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to theSeries 2004A Certificates unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under itsusual procedures, DTC mails an Omnibus Proxy to MTA, as Agent, as soon as possible after the record date. TheOmnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accountsSeries 2004A Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds and principal and interest payments on the Series 2004A Certificates will be madeto Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practiceis to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detailed information fromMTA, as Agent, or the Certificate Trustee, on payable date in accordance with their respective holdings shown onDTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions andcustomary practices, as is the case with securities held for the accounts of customers in bearer form or registered in“street name,” and will be the responsibility of such Participant and not of DTC, the Certificate Trustee or MTA, asAgent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment ofredemption proceeds and principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of MTA, as Agent, or the Certificate Trustee,disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of suchpayments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9. A Beneficial Owner shall give notice to elect to have its Series 2004A Certificates purchased or tendered,through its Participant, to the Tender/Remarketing Agent, and shall effect delivery of such Series 2004A Certificatesby causing the Direct Participant to transfer the Participant’s interest in the Series 2004A Certificates, on DTC’srecords, to the Tender/Remarketing Agent. The requirement for physical delivery of Series 2004A Certificates inconnection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights inthe Series 2004A Certificates are transferred by Direct Participants on DTC’s records and followed by a book-entrycredit of tendered Series 2004A Certificates to the Tender/Remarketing Agent’s DTC account.

10. DTC may discontinue providing its services as depository with respect to the Series 2004A Certificates atany time by giving reasonable notice to MTA, as Agent, or the Certificate Trustee. Under such circumstances, in theevent that a successor depository is not obtained, certificates for the Series 2004A Certificates are required to beprinted and delivered.

11. MTA, as Agent, may decide to discontinue use of the system of book-entry transfers through DTC (or asuccessor depository). In that event, certificates for the Series 2004A Certificates will be printed and delivered toDTC.

THE ABOVE INFORMATION CONCERNING DTC AND DTC’S BOOK-ENTRY SYSTEM HASBEEN OBTAINED FROM SOURCES THAT MTA BELIEVES TO BE RELIABLE, BUT MTA TAKES NORESPONSIBILITY FOR THE ACCURACY THEREOF.

Attachment 2 - 1

ATTACHMENT 2

CONTINUING DISCLOSURE UNDER SEC RULE 15c2-12

In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 under the SecuritiesExchange Act of 1934, as amended (Rule 15c2-12), MTA, as Agent, and the Certificate Trustee will enter into awritten agreement (the Disclosure Agreement) for the benefit of holders of the Series 2004A Certificates to providecontinuing disclosure. MTA will undertake to provide certain financial information and operating data relating to theLeasehold Improvement Sublessees (MTA and its subsidiaries LIRR and MNCRC, the Transit Authority and itssubsidiary MaBSTOA, and TBTA) by no later than 120 days after the end of each MTA fiscal year, commencingwith the fiscal year ending December 31, 2004 (the Annual Information), and to provide notices of the occurrence ofcertain enumerated events, if material. The Annual Information will be filed by or on behalf of the LeaseholdImprovement Sublessees with each Nationally Recognized Municipal Securities Information Repository (theNRMSIRs) and with the state information depository for the State, if and to the extent it shall have been establishedand shall be in existence and operating as a state information depository within the meaning of Rule 15c2-12 (theState Depository). Notices of material events will be filed by or on behalf of the Leasehold Improvement Sublesseeswith NRMSIRs or the Municipal Securities Rulemaking Board (the MSRB) and with the State Depository. Thenature of the information to be provided in the Annual Information and the notices of material events is set forthbelow.

Pursuant to Rule 15c2-12 MTA will undertake for the benefit of holders of Series 2004A Certificates toprovide or cause to be provided either directly or through the Certificate Trustee, audited consolidated or combinedfinancial statements of the Leasehold Improvement Sublessees by no later than 120 days after the end of each fiscalyear commencing with the fiscal year ending December 31, 2004, when and if such audited financial statementsbecome available and, if such audited financial statements of the Transit Authority, MTA or TBTA are not availableon the date which is 120 days after the end of a fiscal year, the unaudited financial statements of the TransitAuthority, MTA or TBTA, as the case may be, for such fiscal year. The Transit Authority’s, MTA’s and TBTA’sannual financial statements will be filed by or on behalf of such parties by MTA, as Agent, with each NRMSIR andthe State Depository. In the event that such audited financial statements of the Transit Authority or TBTA cease tobe separately published, the obligation of the MTA hereunder to provide such financial statements shall cease.

The required Annual Information shall consist of at least the following:

1. a description of the systems operated by the Transit Authority, MaBSTOA, LIRR and MNCRC(the Related Transportation Entities) and their operations,

2. a description of changes to the fares or fare structures charged to users of the systems operated bythe Related Transportation Entities,

3. operating data of the Related Transportation Entities and TBTA, including data of the typeincluded in Appendix A under the following captions:

a. “TRANSIT SYSTEM – Description of the Transit System,”

b. “RIDERSHIP AND FACILITIES USE – Transit System Ridership,”

c. “EMPLOYEES, LABOR RELATIONS AND PENSION OBLIGATIONS – TransitSystem,”

d. “COMMUTER SYSTEM – Description of the Commuter System,”

e. “RIDERSHIP AND FACILITIES USE – Commuter System Ridership,”

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f. “EMPLOYEES, LABOR RELATIONS AND PENSION OBLIGATIONS – CommuterSystem,”

g. “TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY – TBTA Facilities,”

h. “TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY – Authorized Projects ofTBTA,”

i. “RIDERSHIP AND FACILITIES USE – TBTA Bridge and Tunnel Use – Total RevenueVehicles,”

j. “RIDERSHIP AND FACILITIES USE – Toll Rates,”

k. “RIDERSHIP AND FACILITIES USE – Competing Facilities and Other Matters,” and

l. “EMPLOYEES, LABOR RELATIONS AND PENSION OBLIGATIONS – TBTA,”

4. information regarding the capital programs of the Related Transportation Entities and TBTA,including information of the type included in Appendix A under the following captions

a. “FINANCIAL PLANS AND CAPITAL PROGRAMS – Background and Development,”

b. “FINANCIAL PLANS AND CAPITAL PROGRAMS – 2000-2004 Capital Programs,”and

c. “FINANCIAL PLANS AND CAPITAL PROGRAMS – 2000-2004 TBTA CapitalProgram,”

5. a presentation of the financial results of the Related Transportation Entities and TBTA prepared inaccordance with GAAP for the most recent year for which that information is then currentlyavailable (currently, the Transit Authority prepares consolidated financial statements and MTAprepares combined financial statements),

6. a presentation of changes to indebtedness issued by MTA under the Transportation Resolution andTBTA under its senior and subordinate bond resolutions, as well as information concerningchanges to MTA’s and TBTA’s debt service requirements on such indebtedness payable frompledged revenues,

7. information concerning the amounts, sources, material changes in and material factors affectingpledged revenues and debt service incurred under the Transportation Resolution and TBTA’ssenior and subordinate bond resolutions,

8. financial information of the type included in this Official Statement in Table 2 under the caption“AVAILABLE TRANSIT AUTHORITY AND MTA REVENUES,” in Table 3 under the caption“AVAILABLE TBTA REVENUES,” and included in Appendix A under the caption“REVENUES OF THE RELATED ENTITIES,”

9. material litigation related to any of the foregoing, and

10. such narrative explanation as may be necessary to avoid misunderstanding and to assist the readerin understanding the presentation of financial information and operating data concerning, and injudging the financial condition of, the Related Transportation Entities and TBTA.

All or any portion of the Annual Information as well as required audited financial statements may beincorporated therein by specific cross-reference to any other documents which have been filed with (a) the

Attachment 2 - 3

NRMSIRs and the State Depository or (b) the Securities and Exchange Commission; provided, however, that if thedocument is an official statement, it shall have been filed with the MSRB and need not have been filed elsewhere.Annual Information for any fiscal year containing any amended operating data or financial information for suchfiscal year shall explain, in narrative form, the reasons for such amendment and the impact of the change on the typeof operating data or financial information in the Annual Information being provided for such fiscal year. If a changein accounting principles is included in any such amendment, such information shall present a comparison betweenthe financial statements or information prepared on the basis of the amended accounting principles and thoseprepared on the basis of the former accounting principles. Such comparison shall include a qualitative discussion ofthe differences in the accounting principles and the impact of the change in the accounting principles on thepresentation of the financial information. To the extent feasible, such comparison shall also be quantitative. A noticeof any such change in accounting principles shall be sent to each NRMSIR or to the MSRB, and to the StateDepository.

MTA, as Agent, will undertake, for the benefit of holders of the Series 2004A Certificates, to provide orcause to be provided:

1. to each NRMSIR or to the MSRB and to the State Depository, in a timely manner, notice of any ofthe events listed under the caption “CONTINUING DISCLOSURE” in this official statement withrespect to the Series 2004A Certificates, if material, and

2. to each NRMSIR or to the MSRB, and to the State Depository, in a timely manner, notice of afailure to provide any Annual Information required by such undertaking or any required auditedfinancial statements of any of the Related Transportation Entities or TBTA.

The Disclosure Agreement provides that if any party to the Disclosure Agreement fails to comply with anyprovisions of its undertaking described herein, then any holder of the Series 2004A Certificates (which will includebeneficial owners during any period that DTC acts as securities depository for, and DTC or its nominee is theregistered owner of, the Series 2004A Certificates) may enforce, for the equal benefit and protection of all holderssimilarly situated, by mandamus or other suit or proceeding at law or in equity, the undertaking against such partyand any of its officers, agents and employees, and may compel such party or any of its officers, agents or employeesto perform and carry out their duties thereunder; provided that the sole and exclusive remedy for breach under theundertaking is an action to compel specific performance, and no person or entity, including any holder of Series2004A Certificates, may recover monetary damages thereunder under any circumstances, and provided further thatany challenge to the adequacy of any information under the undertaking may be brought only by the CertificateTrustee or the holders of 25 percent in aggregate principal amount of the Series 2004A Certificates at the timeOutstanding which are affected thereby. Each of the MTA and the Certificate Trustee reserve the right, but shall notbe obligated to, enforce the obligations of the others. Failure to comply with any provisions of the undertaking shallnot constitute a default under the Certificate Trust Agreement nor give right to the Certificate Trustee or anyCertificateholder to exercise any remedies under the Certificate Trust Agreement. In addition, if all or any part ofRule 15c2-12 ceases to be in effect for any reason, then the information required to be provided under theundertaking insofar as the provision of Rule 15c2-12 no longer in effect required the provision of such information,shall no longer be required to be provided.

The foregoing is intended to set forth a general description of the type of financial information andoperating data that will be provided; the descriptions are not intended to state more than general categories offinancial information and operating data; and where MTA’s undertaking calls for information that no longer can begenerated or is no longer relevant because the operations to which it related have been materially changed ordiscontinued, a statement to that effect will be provided. MTA does not anticipate that it often will be necessary toamend the undertaking. The undertaking, however, may be amended or modified under certain circumstances setforth therein and the undertaking will continue until the earlier of the date the Series 2004A Certificates have beenpaid in full or legally defeased pursuant to the Certificate Trust Agreement or the date the undertaking is no longerrequired by law. Copies of the undertaking when executed by the parties will be on file at the office of MTA.

MTA may satisfy its obligations to file any notice, document or information with a NRMSIR or SID byfiling the same with any dissemination agent, including any “central post office” or similar entity, assuming orcharged with responsibility for accepting notices, documents or information for transmission to such NRMSIR or

Attachment 2 - 4

SID, to the extent permitted or required by the SEC. For this purpose, permission shall be deemed to have beengranted by the SEC if and to the extent the agent has received a “no action” letter, which has not been revoked, fromthe SEC to the effect that enforcement action would not be recommended on account of using the agent, and notsuch NRMSIR or SID, as the source of information in determining compliance with the Rule.

Attachment 3 - 1

ATTACHMENT 3

FORM OF OPINION OF CERTIFICATE COUNSEL

Upon delivery of the Series 2004A Certificates in definitive form, Nixon Peabody LLP New York,

New York , Certificate Counsel on behalf of the Transit Authority, MTA and TBTA, proposes to render its

final approving opinion in substantially the following form:

September __, 2004

Triborough Bridge and Tunnel AuthorityTriborough Station, Box 35 New York, New York 10035

Metropolitan Transportation Authority347 Madison AvenueNew York, New York 10017

New York City Transit Authority370 Jay StreetBrooklyn, New York 11201

Ladies and Gentlemen:

We have examined a copy of the proceedings relating to the execution and delivery of$357,925,000 aggregate principal amount of Certificates of Participation, Series 2004A (the “Series 2004ACertificates”), consisting of $75,000,000 aggregate principal amount of Certificates of Participation, Series 2004A-1, $72,925,000 aggregate principal amount of Certificates of Participation, Series 2004A-2, $70,000,000 aggregateprincipal amount of Certificates of Participation, Series 2004A-3, $70,000,000 aggregate principal amount ofCertificates of Participation, Series 2004A-4, and $70,000,000 aggregate principal amount of Certificates ofParticipation, Series 2004A-5, evidencing direct and proportionate interests of the registered owners thereof in theprincipal and interest components of payments of Base Rent (the “Base Rent”) paid severally, but not jointly, asdescribed below by the New York City Transit Authority (the “Transit Authority”), the Metropolitan TransportationAuthority (the “Authority”) and the Triborough Bridge and Tunnel Authority (“TBTA”) pursuant to the LeaseholdImprovement Sublease (as defined below).

Pursuant to a Leasehold Improvement Sublease Agreement, dated as of June 1, 1999, as amendedand restated in its entirety as of September 1, 2004 (the “Leasehold Improvement Sublease”), by and among TheBank of New York, as successor in interest to United States Trust Company of New York, as lessor-trustee (the“Lessor-Trustee”), the Authority, the Transit Authority, and TBTA, as leasehold improvement sublessees (theTransit Authority, Authority and TBTA collectively, as their interest may appear, the “Leasehold ImprovementSublessees”), and The Bank of New York, as successor in interest to United States Trust Company of New York, ascertificate trustee under the Certificate Trust Agreement (as defined below) (the “Certificate Trustee”), the Lessor-Trustee has agreed to sublease the Project to the Leasehold Improvement Sublessees, the Leasehold ImprovementSublessees have agreed to sublease the Project from the Lessor-Trustee and the Leasehold Improvement Sublesseeshave agreed to make the payments of Base Rent. Pursuant to the Leasehold Improvement Sublease, the LeaseholdImprovement Sublessees will make all payments of Base Rent in their respective Proportionate Shares to theCertificate Trustee for deposit in the Lease Payment Fund or the Reserve Fund, as appropriate, under the CertificateTrust Agreement (as defined below). Capitalized terms used herein which are not defined herein shall have themeanings given such terms in the Leasehold Improvement Sublease.

The Lessor-Trustee acquired its leasehold interest in the Project pursuant to a LeaseholdImprovement Lease, dated as of June 1, 1999 (the “Leasehold Improvement Lease”), by and among the TransitAuthority, the Authority and TBTA and the Lessor-Trustee.

Attachment 3 - 2

The Series 2004A Certificates are executed and delivered pursuant to a Certificate TrustAgreement, dated as of June 1, 1999, as amended and restated in its entirety as of September 1, 2004, and assupplemented by the Series 2004A Supplemental Certificate Trust Agreement, dated as of September 1, 2004 (the“Certificate Trust Agreement”), by and among the Leasehold Improvement Sublessees, the Certificate Trustee andthe Lessor-Trustee. The proceeds received from the sale of the Series 2004A Certificates will provide funds torefund and discharge a portion of the respective obligations of the Leasehold Improvement Sublessees to pay BaseRent under the Sublease Agreement by depositing in the Prepayment Subaccounts in the Sublease Payment Fund anamount sufficient, together with investment earnings thereon, to refund and discharge portions of outstandingCertificates of Participation, Series 1999A and Certificates of Participation, Series 2000A, by discharging acorresponding portion of their respective obligations to make payments of Base Rent.

The Series 2004A Certificates are dated as provided in the Certificate Trust Agreement andprovide for the payment of the principal components of Base Rent on January 1 of the years and in the amounts, andinterest with respect to the Series 2004A Certificates shall be payable at the rates, as set forth in the Certificate TrustAgreement.

The Series 2004A Certificates are deliverable in the denomination of $25,000 or any integralmultiple thereof. The principal components of Base Rent relating to the Series 2004A Certificates are subject toprepayment prior to maturity. Additional certificates on a parity with the Series 2004A Certificates and theCertificates heretofore issued may be issued and Parity Swap Obligations entered into as provided and subject to thelimitations in the Certificate Trust Agreement.

Neither the Series 2004A Certificates nor the Leasehold Improvement Sublease, including theobligation to make payments of Base Rent thereunder, constitute a debt of the State of New York or The City ofNew York and neither the State nor the City shall be liable thereon.

The Internal Revenue Code of 1986, as amended (the “Code”), establishes certain requirementsthat must be met subsequent to the issuance and delivery of the Series 2004A Certificates in order that the portion ofthe Base Rent payments paid and denominated as interest under the Leasehold Improvement Sublease and receivedby the owners of the Series 2004A Certificates (the “Interest Component”) be and remain excluded from grossincome for Federal income tax purposes under Section 103 of the Code. We have examined the Tax Certificate as to Arbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986 of the LeaseholdImprovement Sublessees, dated the date hereof, including the exhibits thereto (the “Tax Certificate”), in which eachof the Leasehold Improvement Sublessees has made representations, statements of intention and reasonableexpectation, certifications of fact and covenants relating to the Federal tax status of the Interest Component,including but not limited to certain representations with respect to the use of the proceeds of the Series 2004ACertificates and the investment of certain funds. The Tax Certificate obligates each of the Leasehold ImprovementSublessees to take certain actions necessary to cause the Interest Component to be excluded from gross incomepursuant Section 103 of the Code. Noncompliance with the requirements of the Code could cause the InterestComponent to be included in gross income for Federal income tax purposes retroactive to the date of issue,irrespective of the date on which such noncompliance occurs or is ascertained. Each of the Leasehold ImprovementSublessees has covenanted in the Certificate Trust Agreement to maintain the exclusion of the Interest Componentfrom gross income for Federal income tax purposes pursuant to Section 103(a) of the Code.

In rendering the opinion in paragraph 6 hereof, we have relied upon and assumed (i) the materialaccuracy of the representations, statements of intention and reasonable expectation and certifications of factcontained in the Tax Certificate with respect to matters affecting the exclusion of the Interest Component from grossincome for Federal income tax purposes under Section 103 of the Code and (ii) compliance by each of the LeaseholdImprovement Sublessees with procedures and covenants set forth in the Tax Certificate as to such tax matters.

We are of the opinion that:

1. The Transit Authority is a body corporate and politic constituting a public benefitcorporation duly created and established and validly existing under the provisions of the New York CityTransit Authority Act, Title 9 of Article 5 of the Public Authorities Law, Chapter 43-A of the ConsolidatedLaws of the State of New York, as amended to the date hereof, and has the power to execute and deliver

Attachment 3 - 3

and to perform its obligations under the Leasehold Improvement Lease, the Leasehold ImprovementSublease and the Certificate Trust Agreement.

2. The Authority is a body corporate and politic constituting a public benefit corporation ofthe State of New York duly created and established and validly existing under the provisions of theMetropolitan Transportation Authority Act, Title 11 of Article 5 of the Public Authorities Law,Chapter 43-A of the Consolidated Laws of the State of New York, as amended to the date hereof, and hasthe power to execute and deliver and to perform its obligations under the Leasehold Improvement Lease,the Leasehold Improvement Sublease and the Certificate Trust Agreement.

3. TBTA is a body corporate and politic constituting a public benefit corporation of theState of New York duly created and established and validly existing under the provisions of the TriboroughBridge and Tunnel Authority Act, Title 3 of Article 3 of the Public Authorities Law, Chapter 43-A of theConsolidated Laws of the State of New York, as amended to the date hereof, and has the power to executeand deliver and to perform its obligations under the Leasehold Improvement Lease, the LeaseholdImprovement Sublease and the Trust Agreement.

4. Each of the Leasehold Improvement Lease, the Leasehold Improvement Sublease and theCertificate Trust Agreement has been duly authorized, executed and delivered by the Transit Authority, theAuthority and TBTA and, assuming due authorization and execution thereof by the other respective partiesthereto, constitutes a valid, legal and binding obligation of each of them, enforceable in accordance with itsterms, and the obligations of the Leasehold Improvement Sublessees under the Leasehold ImprovementSublease to make payments of Base Rent in accordance with the terms of the Leasehold ImprovementSublease are valid and enforceable, several, but not joint, special obligations of the Transit Authority, theAuthority and TBTA in their respective Base Rent Proportionate Shares, payable solely from the security

and sources of payment described in the Leasehold Improvement Sublease.

5. The Series 2004A Certificates comply with and have been delivered in accordance with

the provisions of the Certificate Trust Agreement.

6. Under existing law, assuming compliance with the tax covenants described herein and theaccuracy of the aforementioned representations and certifications, the Interest Component of the Series2004A Certificates is excluded from gross income for Federal income tax purposes under Section 103 ofthe Code. We are also of the opinion that such Interest Component is not treated as a preference item incalculating the alternative minimum tax imposed under the Code with respect to individuals andcorporations. The Interest Component of the Series 2004A Certificates is, however, included in theadjusted current earnings of certain corporations for purposes of computing the alternative minimum tax

imposed on such corporations.

7. The Interest Component is exempt from personal income taxes imposed by the State of

New York or any political subdivision thereof (including The City of New York).

Except as stated in paragraphs 6 and 7 above, we express no opinion as to any other Federal orstate tax consequences of the ownership or disposition of the Series 2004A Certificates or the proportionate interestsin the Principal and Interest Components of Base Rent evidenced thereby. Furthermore, we express no opinion as toany Federal, state or local tax law consequences with respect to the Series 2004A Certificates, or the interestthereon, if any action is taken with respect to the Series 2004A Certificates or the proceeds thereof upon the adviceor approval of other counsel.

The foregoing opinions are qualified only to the extent that the enforceability of the CertificateTrust Agreement, the Leasehold Improvement Lease, the Leasehold Improvement Sublease and the Series 2004ACertificates may be limited by bankruptcy, moratorium, insolvency, reorganization or other laws affecting creditors’rights or remedies heretofore or hereafter enacted and is subject to general principles of equity (regardless of

whether such enforceability is considered in a proceeding in equity or at law).

We express no opinion as to the accuracy, adequacy or sufficiency of any financial or other

information which has been or will be supplied to purchasers of the Series 2004A Certificates.

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Our opinion is rendered only with regard to the matters expressly opined on above and does notconsider or extend to any documents, agreements, representations or any other material of any kind not specificallyopined on above. No other opinions are intended nor should they be inferred. This opinion is issued as of the datehereof, and we assume no obligation to update, revise or supplement this opinion to reflect any facts orcircumstances that may hereafter come to our attention, or any changes in law, or in interpretations thereof, that may

hereafter occur, or for any other reason whatsoever.

Very truly yours,

Attachment 4 - 1

ATTACHMENT 4

AUCTION PROCEDURES

The following sections contain definitions of certain terms used in this official statement and thisAttachment 4. Capitalized terms not otherwise defined in this official statement have the meanings set forth in theAttachment 5 – “Definitions and Summary of Certain Provisions of the Certificates and Ground LeaseDocuments.”

Unless the context otherwise indicates, references in this Attachment 4 to the “Series 2004A Certificates”apply to each subseries of the Series 2004A Certificates independently. Actions may be taken, or determinationsmade, with respect to one subseries that are not taken or made with respect to the other.

Definitions

Agent Member means a member of, or participant in, the Securities Depository who shall act on behalf ofa Bidder.

All Hold Rate means, as of any Auction Date, with respect to Series 2004A Certificates of a subseries,55% of the Index in effect on such Auction Date.

Auction means each periodic implementation of the Auction Procedures.

Auction Agent means The Bank of New York, New York, New York, or any successor Auction Agentappointed by MTA.

Auction Agreement means an agreement between MTA, the Auction Agent and the Certificate Trusteepursuant to which the Auction Agent agrees to follow the procedures specified in this Attachment 4, with respect tothe Series 2004A Certificates of a subseries in an Auction Rate Mode, as such agreement may from time to time beamended or supplemented.

Auction Date means during any period in which the Auction Procedures are not suspended in accordancewith the provisions hereof:

(a) if the Series 2004A Certificates of a subseries are in a daily Auction Period, eachBusiness Day;

(b) if the Series 2004A Certificates of a subseries are in a Special Auction Period, the lastBusiness Day of the Special Auction Period; and

(c) if the Series 2004A Certificates of a subseries are in any other Auction Period, theBusiness Day next preceding each Interest Payment Date for such Series 2004A Certificates of a subseries (whetheror not an Auction shall be conducted on such date);

provided, however, that the last Auction Date with respect to the Series 2004A Certificates of any subseries in anAuction Period other than a daily Auction Period or Special Auction Period shall be the earlier of (i) the BusinessDay next preceding the Interest Payment Date next preceding the Mode Change Date for such Series 2004ACertificates of a subseries and (ii) the Business Day next preceding the Interest Payment Date next preceding thematurity date for such Series 2004A Certificates; and provided further, that if the Series 2004A Certificates of asubseries are in a daily Auction Period, the last Auction Date shall be the earlier of (x) the Business Day nextpreceding the Mode Change Date for such Series 2004A Certificates and (y) the Business Day next preceding thematurity date for the Series 2004A Certificates of a subseries.

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The last Business Day of a Special Auction Period shall be the Auction Date for the Auction Period whichbegins on the next succeeding Business Day, if any. On the Business Day preceding the conversion from a dailyAuction Period to another Auction Period, there shall be two Auctions, one for the last daily Auction Period and onefor the first Auction Period following the conversion.

Auction Multiple means, as of any Auction Date, the Percentage of Index (in effect on such Auction Date)determined as set forth below, based on the Prevailing Rating of the Series 2004A Certificates of a subseries ineffect at the close of business on the Business Day immediately preceding such Auction Date:

Prevailing Rating

Percentage

of Index

AAA/AAA/Aaa 150%AA/AA/Aa 175A/A/A 200BBB/BBB/Baa 250Below BBB/BBB/Baa 275

Auction Period means:

(a) a Special Auction Period;

(b) with respect to Series 2004A Certificates of a subseries in a daily Auction Period, a periodbeginning on each Business Day and extending to but not including the next succeeding Business Day;

(c) with respect to Series 2004A Certificates of a subseries in a seven day Auction Period and withAuctions generally conducted on (i) Fridays, a period of generally seven days beginning on a Monday (or the dayfollowing the last day of the prior Auction Period if the prior Auction Period does not end on a Sunday) and endingon the Sunday thereafter (unless such Sunday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day), (ii) Mondays, a period of generally seven days beginning ona Tuesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on a Monday) and ending on the Monday thereafter (unless such Monday is not followed by a Business Day, in whichcase on the next succeeding day which is followed by a Business Day), (iii) Tuesdays, a period of generally sevendays beginning on a Wednesday (or the day following the last day of the prior Auction Period if the prior AuctionPeriod does not end on a Tuesday) and ending on the Tuesday thereafter (unless such Tuesday is not followed by aBusiness Day, in which case on the next succeeding day which is followed by a Business Day), (iv) Wednesdays, aperiod of generally seven days beginning on a Thursday (or the day following the last day of the prior AuctionPeriod if the prior Auction Period does not end on a Wednesday) and ending on the Wednesday thereafter (unlesssuch Wednesday is not followed by a Business Day, in which case on the next succeeding day which is followed bya Business Day), and (v) Thursdays, a period of generally seven days beginning on a Friday (or the day followingthe last day of the prior Auction Period if the prior Auction Period does not end on a Thursday) and ending on theThursday thereafter (unless such Thursday is not followed by a Business Day, in which case on the next succeedingday which is followed by a Business Day);

(d) with respect to Series 2004A Certificates of a subseries in a 28-day Auction Period and withAuctions generally conducted on (i) Fridays, a period of generally 28 days beginning on a Monday (or the dayfollowing the last day of the prior Auction Period if the prior Auction Period does not end on a Sunday) and endingon the fourth Sunday thereafter (unless such Sunday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day), (ii) Mondays, a period of generally 28 days beginning on aTuesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on aMonday) and ending on the fourth Monday thereafter (unless such Monday is not followed by a Business Day, inwhich case on the next succeeding day which is followed by a Business Day), (iii) Tuesdays, a period of generally28 days beginning on a Wednesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on a Tuesday) and ending on the fourth Tuesday thereafter (unless such Tuesday is not followed

Attachment 4 - 3

by a Business Day, in which case on the next succeeding day which is followed by a Business Day),(iv) Wednesdays, a period of generally 28 days beginning on a Thursday (or the day following the last day of theprior Auction Period if the prior Auction Period does not end on a Wednesday) and ending on the fourth Wednesdaythereafter (unless such Wednesday is not followed by a Business Day, in which case on the next succeeding daywhich is followed by a Business Day), and (v) Thursdays, a period of generally 28 days beginning on a Friday (orthe day following the last day of the prior Auction Period if the prior Auction Period does not end on a Thursday)and ending on the fourth Thursday thereafter (unless such Thursday is not followed by a Business Day, in whichcase on the next succeeding day which is followed by a Business Day);

(e) with respect to Series 2004A Certificates of a subseries in a 35-day Auction Period and withAuctions generally conducted on (i) Fridays, a period of generally 35 days beginning on a Monday (or the dayfollowing the last day of the prior Auction Period if the prior Auction Period does not end on Sunday) and ending onthe fifth Sunday thereafter (unless such Sunday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day), (ii) Mondays, a period of generally 35 days beginning on aTuesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end onMonday) and ending on the fifth Monday thereafter (unless such Monday is not followed by a Business Day, inwhich case on the next succeeding day which is followed by a Business Day), (iii) Tuesdays, a period of generally35 days beginning on a Wednesday (or the day following the last day of the prior Auction Period if the prior Auction Period does not end on Tuesday) and ending on the fifth Tuesday thereafter (unless such Tuesday is not followed bya Business Day, in which case on the next succeeding day which is followed by a Business Day), (iv) Wednesdays, aperiod of generally 35 days beginning on a Thursday (or the day following the last day of the prior Auction Period ifthe prior Auction Period does not end on Wednesday) and ending on the fifth Wednesday thereafter (unless suchWednesday is not followed by a Business Day, in which case on the next succeeding day which is followed by aBusiness Day), and (v) Thursdays, a period of generally 35 days beginning on a Friday (or the day following the lastday of the prior Auction Period if the prior Auction Period does not end on Thursday) and ending on the fifthThursday thereafter (unless such Thursday is not followed by a Business Day, in which case on the next succeedingday which is followed by a Business Day);

(f) with respect to Series 2004A Certificates of a subseries in a three-month Auction Period, a periodof generally three months (or shorter period upon a conversion from another Auction Period) beginning on the dayfollowing the last day of the prior Auction Period and ending on the first day of the month that is the third calendarmonth following the beginning date of such Auction Period (unless such first day of the month is not followed by aBusiness Day, in which case on the next succeeding day which is followed by a Business Day); and

(g) with respect to Series 2004A Certificates of a subseries in a six-month Auction Period, a period ofgenerally six months (or shorter period upon a conversion from another Auction Period) beginning on the dayfollowing the last day of the prior Auction Period and ending on the next succeeding April 30 or October 31;

provided, however, that

(a) if there is a conversion of Series 2004A Certificates of a subseries with Auctions generallyconducted on Fridays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shallbegin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period) and shall end on thenext succeeding Sunday (unless such Sunday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period,the next Auction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the priorAuction Period) and shall end on the Sunday (unless such Sunday is not followed by a Business Day, in which caseon the next succeeding day which is followed by a Business Day) which is more than 21 days but not more than 28days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the nextAuction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period)and shall end on Sunday (unless such Sunday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day) which is more than 28 days but no more than 35 days fromsuch date of conversion;

(b) if there is a conversion of Series 2004A Certificates of a subseries with Auctions generallyconducted on Mondays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shall

Attachment 4 - 4

begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period) and shall end on thenext succeeding Monday (unless such Monday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period,the next Auction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the priorAuction Period) and shall end on the Monday (unless such Monday is not followed by a Business Day, in whichcase on the next succeeding day which is followed by a Business Day) which is more than 21 days but not more than28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the nextAuction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period)and shall end on Monday (unless such Monday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day) which is more than 28 days but no more than 35 days fromsuch date of conversion;

(c) if there is a conversion of Series 2004A Certificates of a subseries with Auctions generallyconducted on Tuesdays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Period shallbegin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period) and shall end on thenext succeeding Tuesday (unless such Tuesday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day), (ii) from a daily Auction Period to a 28-day Auction Period,the next Auction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the priorAuction Period) and shall end on the Tuesday (unless such Tuesday is not followed by a Business Day, in whichcase on the next succeeding day which is followed by a Business Day) which is more than 21 days but not more than28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the nextAuction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period)and shall end on Tuesday (unless such Tuesday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day) which is more than 28 days but no more than 35 days fromsuch date of conversion;

(d) if there is a conversion of Series 2004A Certificates of a subseries with Auctions generallyconducted on Wednesdays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Periodshall begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period) and shall endon the next succeeding Wednesday (unless such Wednesday is not followed by a Business Day, in which case on thenext succeeding day which is followed by a Business Day), (ii) from a daily Auction Period to a 28-day AuctionPeriod, the next Auction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the priorAuction Period) and shall end on the Wednesday (unless such Wednesday is not followed by a Business Day, inwhich case on the next succeeding day which is followed by a Business Day) which is more than 21 days but notmore than 28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period,the next Auction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the priorAuction Period) and shall end on Wednesday (unless such Wednesday is not followed by a Business Day, in whichcase on the next succeeding day which is followed by a Business Day) which is more than 28 days but no more than35 days from such date of conversion; and

(e) if there is a conversion of Series 2004A Certificates of a subseries with Auctions generallyconducted on Thursdays (i) from a daily Auction Period to a seven-day Auction Period, the next Auction Periodshall begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period) and shall endon the next succeeding Thursday (unless such Thursday is not followed by a Business Day, in which case on thenext succeeding day which is followed by a Business Day), (ii) from a daily Auction Period to a 28-day AuctionPeriod, the next Auction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the priorAuction Period) and shall end on the Thursday (unless such Thursday is not followed by a Business Day, in whichcase on the next succeeding day which is followed by a Business Day) which is more than 21 days but not more than28 days from such date of conversion, and (iii) from a daily Auction Period to a 35-day Auction Period, the nextAuction Period shall begin on the date of the conversion (i.e. the Interest Payment Date for the prior Auction Period)and shall end on Thursday (unless such Thursday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day) which is more than 28 days but no more than 35 days fromsuch date of conversion;

provided further, however, that any Auction Period that is greater than 35 days may be extended as described inparagraph (d) in the section entitled “Determination of Auction Period Rate” in this Attachment 4.

Attachment 4 - 5

Auction Period Rate means with respect to Series 2004A Certificates of each subseries, the rate of interestto be borne by the Series 2004A Certificates of such subseries during each Auction Period determined in accordancewith the section entitled “Determination of Auction Period Rate” in this Attachment 4; provided, however, in noevent may the Auction Rate exceed the Maximum Rate.

Auction Procedures means the procedures for conducting Auctions for Series 2004A Certificates of asubseries in an Auction Rate Mode set forth in this Attachment 4.

Auction Rate means for each series of Series 2004A Certificates for each Auction Period, (i) if SufficientClearing Bids exist, the Winning Bid Rate; provided, however, if all of such Series 2004A Certificates of a subseries are the subject of Submitted Hold Orders, the All Hold Rate with respect to such Series 2004A Certificates and (ii) if Sufficient Clearing Bids do not exist, the Maximum Auction Rate with respect to such Series 2004A Certificates.

Auction Rate Mode means the mode during which the duration of the Auction Period and the interest rateis determined in accordance with this Attachment 4.

Authorized Denominations means $25,000 and integral multiples thereof while the Series 2004ACertificates are in the Auction Rate Mode.

Available Certificates means for each series of Series 2004A Certificates on each Auction Date, theaggregate principal amount of such Series 2004A Certificates that are not the subject of Submitted Hold Orders.

Bid has the meaning specified in subsection (a) of “Orders by Existing Owners and Potential Owners” ofthis Attachment 4.

Bidder means each Existing Owner and Potential Owner who places an Order.

Broker-Dealer means, with respect to the Series 2004A Certificates of a subseries, (i) any entity that isspecified as a Broker-Dealer for the Series 2004A Certificates of such subseries on the inside cover page of thisofficial statement, and (ii) any entity that is permitted by law to perform the function required of a Broker-Dealerdescribed in this Attachment 4 that is a member of, or a direct participant in, the Securities Depository, that hasbeen selected by MTA, and that is a party to a Broker-Dealer Agreement with the Auction Agent.

Broker-Dealer Agreement means an agreement among the Auction Agent, MTA and a Broker-Dealerpursuant to which such Broker-Dealer agrees to follow the procedures described in this Attachment 4 as suchagreement may from to time be amended or supplemented.

Business Day means a day other than (i) a Saturday and Sunday, (ii) a day on which the CertificateTrustee, the Tender Agent, the Auction Agent, the Broker-Dealers, the Insurer or banks and trust companies in NewYork, New York are authorized or required to remain closed, or (iii) a day on which the New York Stock Exchangeis closed.

Default Rate means, in respect of any Auction Period other than a daily Auction Period, a per annum rateequal to three hundred percent (300%) of the Index determined on the Auction Date next preceding the first day ofsuch Auction Period or in the case of Series 2004A Certificates of a subseries in a daily Auction Period, threehundred percent (300%) of the Index determined on the Auction Date which was the first day of such AuctionPeriod; provided, however, the Default Rate shall not exceed the Maximum Rate.

Existing Owner means a Person who is listed as the beneficial owner of Series 2004A Certificates of asubseries in the records of the Auction Agent.

Favorable Opinion of Certificate Counsel means, with respect to any action the occurrence of whichrequires such an opinion, an unqualified Counsel’s Opinion, addressed to MTA, the Certificate Trustee and, asapplicable, the Remarketing Agent and the Broker-Dealer, to the effect that such action is permitted under the MTAAct and the Certificate Trust Agreement and that such action will not impair the exclusion of the interest component

Attachment 4 - 6

of Base Rent on such Series 2004A Certificates from gross income for purposes of federal income taxation (subjectto the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series 2004ACertificates).

Fitch means Fitch, Inc.

Index shall have the meaning specified in the section entitled “Index” in this Attachment 4.

Interest Payment Date means:

(a) when used with respect to any Auction Period other than a daily Auction Period or a SpecialAuction Period, the Business Day immediately following such Auction Period;

(b) when used with respect to a daily Auction Period, the first Business Day of the month immediatelysucceeding such Auction Period; and

(c) when used with respect to a Special Auction Period of (i) more than seven but fewer than 92 days,the Business Day immediately following such Special Auction Period, or (ii) 92 or more days, (A) in the case ofSeries 2004A Certificates of a subseries with Auctions generally conducted on Fridays, each thirteenth Monday afterthe first day of such Special Auction Period or the next Business Day if such Monday is not a Business Day and onthe Business Day immediately following such Special Auction Period, (B) in the case of Series 2004A Certificatesof a subseries with Auctions generally conducted on Mondays, each thirteenth Tuesday after the first day of suchSpecial Auction Period or the next Business Day if such Tuesday is not a Business Day and on the Business Dayimmediately following such Special Auction Period, (C) in the case of Series 2004A Certificates of a subseries withAuctions generally conducted on Tuesdays, each thirteenth Wednesday after the first day of such Special AuctionPeriod or the next Business Day if such Wednesday is not a Business Day and on the Business Day immediatelyfollowing such Special Auction Period, (D) in the case of Series 2004A Certificates of a subseries with Auctionsconducted on Wednesdays, each thirteenth Thursday after the first day of such Special Auction Period or the nextBusiness Day if such Thursday is not a Business Day and on the Business Day immediately following such SpecialAuction Period and (E) in the case of Series 2004A Certificates of a subseries with Auctions generally conducted onThursdays, each thirteenth Friday after the first day of such Special Auction Period or the next Business Day if suchFriday is not a Business Day and on the Business Day immediately following such Special Auction Period.

Maximum Auction Rate means as of any Auction Date, the product of the Index multiplied by theAuction Multiple; provided, however, that in no event shall the Maximum Auction Rate exceed the Maximum Rate,anything herein to the contrary notwithstanding.

Maximum Rate means, with respect to Series 2004A Certificates of a subseries, twelve percent (12%) perannum; provided, however, that in no event shall the Maximum Rate on any such Series 2004A Certificates of asubseries exceed the maximum rate permitted by applicable law.

Mode means the commercial paper mode, the daily mode, the weekly mode, the term rate mode, theAuction Rate Mode or the fixed rate mode.

Moody’s means Moody’s Investors Service.

Order means a Hold Order, Bid or Sell Order.

Potential Owner means any Person, including any Existing Owner, who may be interested in acquiring abeneficial interest in the Series 2004A Certificates of a subseries in addition to the Series 2004A Certificatescurrently owned by such Person, if any.

Prevailing Rating means, when such term is used in the definition of the Auction Multiple,(a) AAA/AAA/Aaa, if the Series 2004A Certificates of a subseries shall have a rating of AAA or better by S&P andFitch and a rating of Aaa or better by Moody’s, (b) if not AAA/AAA/Aaa, AA/AA/Aa if the Series 2004A

Attachment 4 - 7

Certificates of a subseries shall have a rating of AA- or better by S&P and Fitch and a rating of Aa3 or better byMoody’s, (c) if not AAA/AAA/Aaa or AA/AA/Aa, A/A/A if the Series 2004A Certificates of a subseries shall havea rating of A- or better by S&P and Fitch and a rating of A3 or better by Moody’s, (d) if not AAA/AAA/Aaa,AA/AA/Aa or A/A/A, BBB/BBB/Baa if the Series 2004A Certificates of a subseries shall have a rating of BBB- orbetter by S&P and Fitch and a rating of Baa3 or better by Moody’s, and (e) if not AAA/AAA/Aaa, AA/AA/Aa,A/A/A or BBB/BBB/Baa, then below BBB/BBB/Baa, whether or not the Series 2004A Certificates of a subseriesare rated by any Rating Agency. For purposes of this definition, S&P’s and Fitch’s rating categories of “AAA,”“AA-,” “A-” and “BBB-” and Moody’s rating categories of “Aaa,” “Aa3,” “A3” and “Baa3” shall be deemed torefer to and include the respective rating categories correlative thereto in the event that any such Rating Agenciesshall have changed or modified their generic rating categories or if any successor thereto appointed in accordancewith the definitions thereof shall use different rating categories. If the Series 2004A Certificates of a subseries arenot rated by a Rating Agency, the requirement of a rating by such Rating Agency shall be disregarded. If the ratingsfor the Series 2004A Certificates of a subseries are split between two of the foregoing categories, the lower ratingshall determine the Prevailing Rating. If there is no rating, then the Auction Period Rate shall be the MaximumAuction Rate.

Principal Office means, with respect to the Auction Agent, the office thereof designated in the AuctionAgreement as the office of the Auction Agent to which notices, requests or communications should be sent.

Remarketing Agent means the remarketing agent appointed by MTA in connection with a Mode change.

Remarketing Agreement means the remarketing agreement entered into by and between MTA, on behalfof itself and the other Leasehold Improvement Sublessees, and the Remarketing Agent with respect to the Series2004A Certificates of a subseries pursuant to which the Remarketing Agent has agreed to use its best efforts toremarket the Series 2004A Certificates of such subseries on the Mandatory Purchase Date at a price of not less then100% of the principal amount thereof.

Securities Depository means The Depository Trust Company and its successors and assigns or any othersecurities depository selected by MTA which agrees to follow the procedures required to be followed by suchsecurities depository in connection with the Series 2004A Certificates of a subseries.

Sell Order has the meaning specified in subsection (a) of “Orders by Existing Owners and PotentialOwners” of this Attachment 4.

Special Auction Period means any period of more than seven but less than 1,092 days which is not anotherAuction Period and which begins on an Interest Payment Date and ends (i) in the case of Series 2004A Certificatesof a subseries with Auctions generally conducted on Fridays, on a Sunday unless such Sunday is not followed by aBusiness Day, in which case on the next succeeding day which is followed by a Business Day, (ii) in the case ofSeries 2004A Certificates of a subseries with Auctions generally conducted on Mondays, on a Monday unless suchMonday is not followed by a Business Day, in which case on the next succeeding day which is followed by aBusiness Day, (iii) in the case of Series 2004A Certificates of a subseries with Auctions generally conducted onTuesdays, on a Tuesday unless such Tuesday is not followed by a Business Day, in which case on the nextsucceeding day which is followed by a Business Day, (iv) in the case of Series 2004A Certificates of a subserieswith Auctions generally conducted on Wednesdays, on a Wednesday unless such Wednesday is not followed by aBusiness Day, in which case on the next succeeding day which is followed by a Business Day, and (v) in the case ofSeries 2004A Certificates of a subseries with Auctions generally conducted on Thursdays, on a Thursday unlesssuch Thursday is not followed by a Business Day, in which case on the next succeeding day which is followed by aBusiness Day.

S&P means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

Submission Deadline means 1:00 p.m., New York City time, on each Auction Date for Series 2004ACertificates of a subseries not in a daily Auction Period and 11:00 a.m., New York City time, on each Auction Datefor Series 2004A Certificates of a subseries in a daily Auction Period, or such other time on such date as shall bespecified from time to time by the Auction Agent pursuant to the Auction Agreement as the time by which Broker-Dealers are required to submit Orders to the Auction Agent.

Attachment 4 - 8

Submitted Bid has the meaning specified in subsection (b) of “Determination of Auction Period Rate” ofthis Attachment 4.

Submitted Hold Order has the meaning specified in subsection (b) of “Determination of Auction PeriodRate” of this Attachment 4.

Submitted Order has the meaning specified in subsection (b) of “Determination of Auction Period Rate”of this Attachment 4.

Submitted Sell Order has the meaning specified in subsection (b) of “Determination of Auction PeriodRate” of this Attachment 4.

Sufficient Clearing Bids means with respect to Series 2004A Certificates of a subseries, an Auction forwhich the aggregate principal amount of Series 2004A Certificates of such subseries that are the subject ofSubmitted Bids by Potential Owners specifying one or more rates not higher than the Maximum Auction Rate is notless than the aggregate principal amount of Series 2004A Certificates of such subseries that are the subject ofSubmitted Sell Orders and of Submitted Bids by Existing Owners specifying rates higher than the MaximumAuction Rate.

Trustee means The Bank of New York, New York, New York.

Tender Agent means The Bank of New York, New York, New York.

Tender Agency Agreement means the tender agency agreement entered into by and between the TenderAgent and MTA with respect to the Series 2004A Certificates of a subseries.

United States Treasury Securities means direct obligations issued by the United States government.

Winning Bid Rate means with respect to Series 2004A Certificates of a subseries the lowest rate specifiedin any Submitted Bid for such subseries which if selected by the Auction Agent as the Auction Period Rate wouldcause the aggregate principal amount of Series 2004A Certificates of such subseries that are the subject of SubmittedBids specifying a rate not greater than such rate to be not less than the aggregate principal amount of AvailableCertificates of such series.

Orders by Existing Owners and Potential Owners

(a) Prior to the Submission Deadline on each Auction Date:

(i) each Existing Owner may submit to a Broker-Dealer, in writing or by such other method

as shall be reasonably acceptable to such Broker-Dealer, information as to:

(A) the principal amount of Series 2004A Certificates of a subseries, if any, held bysuch Existing Owner which such Existing Owner irrevocably commits to continue to hold for thenext succeeding Auction Period without regard to the rate determined by the Auction Procedures

for such Auction Period,

(B) the principal amount of Series 2004A Certificates of a subseries, if any, held bysuch Existing Owner which such Existing Owner irrevocably commits to continue to hold for thenext succeeding Auction Period if the rate determined by the Auction Procedures for such AuctionPeriod shall not be less than the rate per annum then specified by such Existing Owner (and whichsuch Existing Owner irrevocably offers to sell on the next succeeding Interest Payment Date (orthe same day in the case of a daily Auction Period) if the rate determined by the AuctionProcedures for the next succeeding Auction Period shall be less than the rate per annum then

specified by such Existing Owner), and/or

Attachment 4 - 9

(C) the principal amount of Series 2004A Certificates of a subseries, if any, held bysuch Existing Owner which such Existing Owner irrevocably offers to sell on the next succeedingInterest Payment Date (or on the same day in the case of a daily Auction Period) without regard tothe rate determined by the Auction Procedures for the next succeeding Auction Period: and

(ii) for the purpose of implementing the Auctions and thereby to achieve the lowest possibleinterest rate on the Series 2004A Certificates of a subseries, the Broker-Dealers shall contact PotentialOwners, including Persons that are Existing Owners, to determine the principal amount of Series 2004ACertificates of a subseries, if any, which each such Potential Owner irrevocably offers to purchase if therate determined by the Auction Procedures for the next succeeding Auction Period is not less than the rate

per annum then specified by such Potential Owner.

For the purposes hereof, an Order containing the information referred to in clause (i)(A) above is hereinreferred to as a “Hold Order,” an Order containing the information referred to in clause (i)(B) or (ii) above is hereinreferred to as a “Bid,” and an Order containing the information referred to in clause (i)(C) above is herein referred to as a “Sell Order.”

(b) (i) A Bid by an Existing Owner shall constitute an irrevocable offer to sell:

(A) the principal amount of Series 2004A Certificates of a subseries specified insuch Bid if the rate determined by the Auction Procedures on such Auction Date shall be less than

the rate specified therein; or

(B) such principal amount or a lesser principal amount of Series 2004A Certificatesof a subseries to be determined as described in subsection (a)(v) of “Allocation of Series 2004ACertificates of a Subseries” hereof if the rate determined by the Auction Procedures on suchAuction Date shall be equal to such specified rate; or

(C) a lesser principal amount of Series 2004A Certificates of a subseries to bedetermined as described in subsection (b)(iv) of “Allocation of Series 2004A Certificates of aSubseries” hereof if such specified rate shall be higher than the Maximum Auction Rate and

Sufficient Clearing Bids do not exist.

(ii) A Sell Order by an Existing Owner shall constitute an irrevocable offer to sell:

(A) the principal amount of Series 2004A Certificates of a subseries specified in

such Sell Order; or

(B) such principal amount or a lesser principal amount of Series 2004A Certificatesof a subseries as described in subsection (b)(iv) of “Allocation of Series 2004A Certificates of a

Subseries” hereof if Sufficient Clearing Bids do not exist.

(iii) A Bid by a Potential Owner shall constitute an irrevocable offer to purchase:

(A) the principal amount of Series 2004A Certificates of a subseries specified insuch Bid if the rate determined by the Auction Procedures on such Auction Date shall be higher

than the rate specified therein; or

(B) such principal amount or a lesser principal amount of Series 2004A Certificatesof a subseries as described in subsection (a)(vi) of “Allocation of Series 2004A Certificates of aSubseries” hereof if the rate determined by the Auction Procedures on such Auction Date shall be

equal to such specified rate.

(c) Anything herein to the contrary notwithstanding:

(i) for purposes of any Auction, any Order which specifies Series 2004A Certificates of asubseries to be held, purchased or sold in a principal amount which is not equal to the Authorized

Attachment 4 - 10

Denomination for Series 2004A Certificates of such subseries or an integral multiple thereof shall berounded down to the nearest amount that is equal to the Authorized Denomination for Series 2004ACertificates of such subseries, and the Auction Agent shall conduct the Auction Procedures as if such Orderhad been submitted in such lower amount;

(ii) for purposes of any Auction other than during a daily Auction Period, any portion of anOrder of an Existing Owner which relates to a Series 2004A Certificate of a subseries which has beencalled for redemption on or prior to the Interest Payment Date next succeeding such Auction shall beinvalid with respect to such portion and the Auction Agent shall conduct the Auction Procedures as if such

portion of such Order had not been submitted;

(iii) for purposes of any Auction other than during a daily Auction Period, no portion of aSeries 2004A Certificate of a subseries which has been called for redemption on or prior to the InterestPayment Date next succeeding such Auction shall be included in the calculation of Available Certificates

for such Auction; and

(iv) the Auction Procedures shall be suspended with respect to the Series 2004A Certificatesof a subseries during the period commencing on the date of the Auction Agent’s receipt of notice from theCertificate Trustee of the occurrence of a default of Leasehold Improvement Sublessees in the payment ofprincipal, sinking fund installment, interest or premium on any Series 2004A Certificate of such subseriesafter the same shall have become due, whether at maturity, upon call for redemption or on an InterestPayment Date (provided however that for purposes of this provision only payment by the Insurer shall bedeemed to cure such default and no such suspension of the Auction Procedures shall occur) but shallresume two Business Days after the date on which the Auction Agent receives notice from the CertificateTrustee that such default has been waived or cured, with the next Auction to occur on the next regularly

scheduled Auction Date occurring thereafter.

Submission of Orders by Broker-Dealers to Auction Agent

(a) Each Broker-Dealer shall submit to the Auction Agent in writing or by such other method as shallbe reasonably acceptable to the Auction Agent, including such electronic communication acceptable to the parties,prior to the Submission Deadline on each Auction Date, all Orders obtained by such Broker-Dealer and, ifrequested, specifying with respect to each Order:

(i) the name of the Bidder placing such Order;

(ii) the aggregate principal amount of Series 2004A Certificates of each subseries, if any, thatare the subject of such Order;

(iii) to the extent that such Bidder is an Existing Owner;

(A) the principal amount of Series 2004A Certificates of each subseries, if any,

subject to any Hold Order placed by such Existing Owner;

(B) the principal amount of Series 2004A Certificates of each subseries, if any,

subject to any Bid placed by such Existing Owner and the rate specified in such Bid; and

(C) the principal amount of Series 2004A Certificates of each subseries, if any,

subject to any Sell Order placed by such Existing Owner;

(iv) to the extent such Bidder is a Potential Owner, the rate specified in such Bid.

(b) If any rate specified in any Bid contains more than three figures to the right of the decimal point,the Auction Agent shall round such rate up to the next highest one thousandth of one percent (0.001%).

(c) If an Order or Orders covering all of the Series 2004A Certificates of a particular subseries held byan Existing Owner is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall

Attachment 4 - 11

deem a Hold Order to have been submitted on behalf of such Existing Owner covering the principal amount ofSeries 2004A Certificates of such subseries held by such Existing Owner and not subject to Orders submitted to theAuction Agent; provided, however, that if there is a conversion from one Auction Period to another Auction Periodor an amendment or modification to the Certificate Trust Agreement as described in the section entitled“Miscellaneous Provisions Regarding Auctions” in this Attachment 4 and Orders have not been submitted to theAuction Agent prior to the Submission Deadline covering the aggregate principal amount of Series 2004ACertificates of the subseries held by such Existing Owner, the Auction Agent shall deem a Sell Order to have beensubmitted on behalf of such Existing Owner covering the principal amount of Series 2004A Certificates of suchsubseries held by such Existing Owner not subject to Orders submitted to the Auction Agent.

(d) If one or more Orders covering in the aggregate more than the principal amount of OutstandingSeries 2004A Certificates of a subseries held by any Existing Owner are submitted to the Auction Agent, suchOrders shall be considered valid as follows:

(i) all Hold Orders shall be considered Hold Orders, but only up to and including in theaggregate the principal amount of Series 2004A Certificates of such subseries held by such Existing

Owner;

(ii) (A) any Bid of an Existing Owner shall be considered valid as a Bid of an ExistingOwner up to and including the excess of the principal amount of Series 2004A Certificates of suchsubseries held by such Existing Owner over the principal amount of the Series 2004A Certificates of such

subseries subject to Hold Orders referred to in paragraph (i) above;

(B) subject to clause (A) above, all Bids of an Existing Owner with the same rateshall be aggregated and considered a single Bid of an Existing Owner up to and including theexcess of the principal amount of Series 2004A Certificates of such subseries held by suchExisting Owner over the principal amount of Series 2004A Certificates of such subseries held by

such Existing Owner subject to Hold Orders referred to in paragraph (i) above;

(C) subject to clause (A) above, if more than one Bid with different rates issubmitted on behalf of such Existing Owner, such Bids shall be considered Bids of an ExistingOwner in the ascending order of their respective rates up to the amount of the excess of theprincipal amount of Series 2004A Certificates of such subseries held by such Existing Owner overthe principal amount of Series 2004A Certificates of such subseries held by such Existing Owner

subject to Hold Orders referred to in paragraph (i) above; and

(D) the principal amount, if any, of such Series 2004A Certificates of such subseriessubject to Bids not considered to be Bids of an Existing Owner under this paragraph (ii) shall be

treated as the subject of a Bid by a Potential Owner;

(iii) all Sell Orders shall be considered Sell Orders, but only up to and including a principalamount of Series 2004A Certificates of such subseries equal to the excess of the principal amount of Series2004A Certificates of such subseries held by such Existing Owner over the sum of the principal amount ofthe Series 2004A Certificates considered to be subject to Hold Orders pursuant to paragraph (i) above andthe principal amount of Series 2004A Certificates of such subseries considered to be subject to Bids of such

Existing Owner pursuant to paragraph (ii) above.

(e) If more than one Bid is submitted on behalf of any Potential Owner, each Bid submitted with thesame rate shall be aggregated and considered a single Bid and each Bid submitted with a different rate shall beconsidered a separate Bid with the rate and the principal amount of Series 2004A Certificates of such subseriesspecified therein.

(f) Neither MTA, the Certificate Trustee nor the Auction Agent shall be responsible for the failure ofany Broker-Dealer to submit an Order to the Auction Agent on behalf of any Existing Owner or Potential Owner.

(g) Any Broker-Dealer may, but shall not be obligated to, submit an Order for its own account.

Attachment 4 - 12

Determination of Auction Period Rate

(a) Not later than 9:30 a.m., New York City time, on each Auction Date for Series 2004A Certificatesof each subseries in an Auction Rate Mode, the Auction Agent shall advise the Broker-Dealers and the CertificateTrustee by telephone or other electronic communication acceptable to the parties of the All Hold Rate, theMaximum Auction Rate and the Index for the Series 2004A Certificates of such subseries.

(b) Promptly after the Submission Deadline on each Auction Date for Series 2004A Certificates ofeach subseries in an Auction Rate Mode, the Auction Agent shall assemble all Orders submitted or deemedsubmitted to it by the Broker-Dealers (each such Order as submitted or deemed submitted by a Broker-Dealer beinghereinafter referred to as a “Submitted Hold Order,” a “Submitted Bid” or a “Submitted Sell Order,” as the case maybe, and collectively as a “Submitted Order”) and shall determine (i) the Available Certificates, (ii) whether there areSufficient Clearing Bids, and (iii) the Auction Rate.

(c) Promptly after the Auction Agent has made the determinations pursuant to subsection (b) above,the Auction Agent shall advise MTA, the Broker-Dealer and the Certificate Trustee by telephone (promptlyconfirmed in writing), telex or facsimile transmission or other electronic communication acceptable to the parties ofthe Auction Rate for the next succeeding Auction Period and the Certificate Trustee shall promptly notify theSecurities Depository of such Auction Rate.

(d) In the event the Auction Agent fails to calculate or, for any reason, fails to timely provide theAuction Rate for any Auction Period, (i) if the preceding Auction Period was a period of 35 days or less, the newAuction Period shall be the same as the preceding Auction Period and the Auction Period Rate for the new AuctionPeriod shall be the same as the Auction Period Rate for the preceding Auction Period, and (ii) if the precedingAuction Period was a period of greater than 35 days, the preceding Auction Period shall be extended to the seventhday following the day that would have been the last day of such Auction Period had it not been extended (or if suchseventh day is not followed by a Business Day then to the next succeeding day which is followed by a BusinessDay) and the Auction Period Rate in effect for the preceding Auction Period will continue in effect for the AuctionPeriod as so extended. In the event an Auction Period is extended as set forth in clause (ii) of the precedingsentence, an Auction shall be held on the last Business Day of the Auction Period as so extended to take effect for an Auction Period beginning on the Business Day immediately following the last day of the Auction Period as extendedwhich Auction Period will end on the date it would otherwise have ended on had the prior Auction Period not beenextended.

(e) In the event that the Auction Procedures are suspended pursuant to paragraph (iv) of subsection (c) of “Orders by Existing Owners and Potential Owners” of this Attachment 4 with respect to any Series 2004ACertificate of subseries, the Auction Period Rate for the next succeeding Auction Period shall be the Default Rate.

(f) In the event that all of the conditions for a change in the Mode applicable to the Series 2004ACertificates of a subseries from an Auction Mode to any other Mode pursuant to the Certificate Trust Agreementhave not been met or in the event of a failure to change the length of the current Auction Period due to the lack ofSufficient Clearing Bids at the Auction on the Auction Date for the first new Auction Period, the Auction PeriodRate for the next Auction Period shall be the Maximum Auction Rate and the Auction Period shall be a seven-dayAuction Period.

(g) If the Series 2004A Certificates of a subseries are not rated or if the Series 2004A Certificates of a subseries are no longer maintained in book-entry form by the Securities Depository, then the Auction Period Rateshall be the Maximum Auction Rate.

(h) If the Auction Period Rate for the Series 2004A Certificates of a subseries is equal to theMaximum Auction Rate or the Default Rate for the longer of (i) two consecutive Auction Dates or (ii) ninety (90)days, the Insurer shall have the right to direct MTA to change the Mode applicable to the Series 2004A Certificatesof such subseries to the fixed rate and upon such direction MTA shall change such Mode to the fixed rate inaccordance with the Certificate Trust Agreement.

Attachment 4 - 13

Allocation of Series 2004A Certificates of a Subseries

(a) In the event of Sufficient Clearing Bids for Series 2004A Certificates of a subseries, subject to thefurther provisions of subsections (c) and (d) below, Submitted Orders for such subseries shall be accepted orrejected as follows in the following order of priority:

(i) the Submitted Hold Order of each Existing Owner shall be accepted, thus requiring eachsuch Existing Owner to continue to hold the Series 2004A Certificates of a subseries that are the subject of

such Submitted Hold Order;

(ii) the Submitted Sell Order of each Existing Owner shall be accepted and the Submitted Bid of each Existing Owner specifying any rate that is higher than the Winning Bid Rate shall be rejected, thusrequiring each such Existing Owner to sell the Series 2004A Certificates of a subseries that are the subject

of such Submitted Sell Order or Submitted Bid;

(iii) the Submitted Bid of each Existing Owner specifying any rate that is lower than theWinning Bid Rate shall be accepted, thus requiring each such Existing Owner to continue to hold the Series 2004A Certificates of a subseries that are the subject of such Submitted Bid;

(iv) the Submitted Bid of each Potential Owner specifying any rate that is lower than theWinning Bid Rate shall be accepted, thus requiring each such Potential Owner to purchase the Series

2004A Certificates of a subseries that are the subject of such Submitted Bid;

(v) the Submitted Bid of each Existing Owner specifying a rate that is equal to the WinningBid Rate shall be accepted, thus requiring each such Existing Owner to continue to hold the Series 2004ACertificates of a subseries that are the subject of such Submitted Bid, but only up to and including theprincipal amount of Series 2004A Certificates of a subseries obtained by multiplying (A) the aggregateprincipal amount of Outstanding Series 2004A Certificates of a subseries which are not the subject ofSubmitted Hold Orders described in paragraph (i) above or of Submitted Bids described in paragraphs (iii)or (iv) above by (B) a fraction the numerator of which shall be the principal amount of Outstanding Series2004A Certificates of a subseries held by such Existing Owner subject to such Submitted Bid and thedenominator of which shall be the aggregate principal amount of Outstanding Series 2004A Certificates ofa subseries subject to such Submitted Bids made by all such Existing Owners that specified a rate equal tothe Winning Bid Rate, and the remainder, if any, of such Submitted Bid shall be rejected, thus requiringeach such Existing Owner to sell any excess amount of Series 2004A Certificates of a subseries;

(vi) the Submitted Bid of each Potential Owner specifying a rate that is equal to the WinningBid Rate shall be accepted, thus requiring each such Potential Owner to purchase the Series 2004ACertificates of a subseries that are the subject of such Submitted Bid, but only in an amount equal to theprincipal amount of Series 2004A Certificates of a subseries obtained by multiplying (A) the aggregateprincipal amount of Outstanding Series 2004A Certificates of a subseries which are not the subject ofSubmitted Hold Orders described in paragraph (i) above or of Submitted Bids described in paragraphs (iii),(iv) or (v) above by (B) a fraction the numerator of which shall be the principal amount of OutstandingSeries 2004A Certificates of a subseries subject to such Submitted Bid and the denominator of which shallbe the sum of the aggregate principal amount of Outstanding Series 2004A Certificates of a subseriessubject to such Submitted Bids made by all such Potential Owners that specified a rate equal to the

Winning Bid Rate, and the remainder of such Submitted Bid shall be rejected; and

(vii) the Submitted Bid of each Potential Owner specifying any rate that is higher than the

Winning Bid Rate shall be rejected.

Attachment 4 - 14

(b) In the event there are not Sufficient Clearing Bids for Series 2004A Certificates of a subseries,subject to the further provisions of subsections (c) and (d) below, Submitted Orders, for each Series 2004ACertificate of a subseries shall be accepted or rejected as follows in the following order of priority:

(i) the Submitted Hold Order of each Existing Owner shall be accepted, thus requiring eachsuch Existing Owner to continue to hold the Series 2004A Certificates of a subseries that are the subject of

such Submitted Hold Order;

(ii) the Submitted Bid of each Existing Owner specifying any rate that is not higher than theMaximum Auction Rate with respect to Series 2004A Certificates of a subseries, shall be accepted, thusrequiring each such Existing Owner to continue to hold the Series 2004A Certificates of a subseries that are

the subject of such Submitted Bid;

(iii) the Submitted Bid of each Potential Owner specifying any rate that is not higher than theMaximum Auction Rate with respect to Series 2004A Certificates of a subseries, shall be accepted, thusrequiring each such Potential Owner to purchase the Series 2004A Certificates of a subseries that are thesubject of such Submitted Bid;

(iv) the Submitted Sell Orders of each Existing Owner shall be accepted as Submitted SellOrders and the Submitted Bids of each Existing Owner specifying any rate that is higher than theMaximum Auction Rate with respect to Series 2004A Certificates of a subseries, shall be deemed to be andshall be accepted as Submitted Sell Orders, in both cases only up to and including the principal amount ofSeries 2004A Certificates of a subseries obtained by multiplying (A) the aggregate principal amount ofSeries 2004A Certificates of a subseries subject to Submitted Bids described in paragraph (iii) of thissubsection (b) by (B) a fraction the numerator of which shall be the principal amount of Outstanding Series2004A Certificates of a subseries held by such Existing Owner subject to such Submitted Sell Order orsuch Submitted Bid deemed to be a Submitted Sell Order and the denominator of which shall be theprincipal amount of Outstanding Series 2004A Certificates of a subseries subject to all such Submitted SellOrders and such Submitted Bids deemed to be Submitted Sell Orders, and the remainder of each suchSubmitted Sell Order or Submitted Bid shall be deemed to be and shall be accepted as a Hold Order andeach such Existing Owner shall be required to continue to hold such excess amount of Series 2004A

Certificates of a subseries; and

(v) the Submitted Bid of each Potential Owner specifying any rate that is higher than the

Maximum Auction Rate with respect to the Series 2004A Certificates of a subseries shall be rejected.

(c) If, as a result of the procedures described in subsection (a) or (b) above, any Existing Owner orPotential Owner would be required to purchase or sell an aggregate principal amount of Series 2004A Certificates of a subseries which is not an integral multiple of the Authorized Denomination for Series 2004A Certificates of suchsubseries on any Auction Date, the Auction Agent shall by lot, in such manner as it shall determine in its solediscretion, round up or down the principal amount of Series 2004A Certificates of a subseries to be purchased orsold by any Existing Owner or Potential Owner on such Auction Date so that the aggregate principal amount ofSeries 2004A Certificates of a subseries purchased or sold by each Existing Owner or Potential Owner on suchAuction Date shall be an integral multiple of the Authorized Denomination for Series 2004A Certificates or suchsubseries, even if such allocation results in one or more of such Existing Owners or Potential Owners not purchasingor selling any Series 2004A Certificates of a subseries on such Auction Date.

(d) If, as a result of the procedures described in subsection (a) above, any Potential Owner would berequired to purchase a principal amount of Series 2004A Certificates of a subseries that is less than the AuthorizedDenomination for Series 2004A Certificates of such subseries on any Auction Date, the Auction Agent shall by lot,in such manner as it shall determine in its sole discretion, allocate such Series 2004A Certificates for purchaseamong Potential Owners so that the principal amount of Series 2004A Certificates of a subseries purchased on suchAuction Date by any Potential Owner shall be an integral multiple of the Authorized Denomination for Series2004A Certificates of such subseries, even if such allocation results in one or more of such Potential Owners notpurchasing such Series 2004A Certificates on such Auction Date.

Attachment 4 - 15

Notice of Auction Period Rate

(a) On each Auction Date, the Auction Agent shall notify by telephone or other telecommunicationdevice or other electronic communication acceptable to the parties or in writing each Broker-Dealer that participatedin the Auction held on such Auction Date of the following with respect to Series 2004A Certificates of eachsubseries for which an Auction was held on such Auction Date:

(i) the Auction Period Rate determined on such Auction Date for the succeeding Auction

Period;

(ii) whether Sufficient Clearing Bids existed for the determination of the Winning Bid Rate;

(iii) if such Broker-Dealer submitted a Bid or a Sell Order on behalf of an Existing Owner,whether such Bid or Sell Order was accepted or rejected and the principal amount of Series 2004A

Certificates of a subseries, if any, to be sold by such Existing Owner;

(iv) if such Broker-Dealer submitted a Bid on behalf of a Potential Owner, whether such Bidwas accepted or rejected and the principal amount of Series 2004A Certificates of a subseries, if any, to be

purchased by such Potential Owner;

(v) if the aggregate principal amount of the Series 2004A Certificates of a subseries to besold by all Existing Owners on whose behalf such Broker-Dealer submitted Bids or Sell Orders is differentfrom the aggregate principal amount of Series 2004A Certificates of a subseries to be purchased by allPotential Owners on whose behalf such Broker-Dealer submitted a Bid, the name or names of one or moreBroker-Dealers (and the Agent Member, if any, of each such other Broker Dealer) and the principal amountof Series 2004A Certificates of a subseries to be (A) purchased from one or more Existing Owners onwhose behalf such other Broker-Dealers submitted Bids or Sell Orders or (B) sold to one or more Potential

Owners on whose behalf such Broker-Dealer submitted Bids; and

(vi) the immediately succeeding Auction Date.

(b) On each Auction Date, with respect to Series 2004A Certificates of each subseries for which anAuction was held on such Auction Date, each Broker-Dealer that submitted an Order on behalf of any ExistingOwner or Potential Owner shall: (i) advise each Existing Owner and Potential Owner on whose behalf such Broker-Dealer submitted an Order as to (A) the Auction Period Rate determined on such Auction Date, (B) whether any Bidor Sell Order submitted on behalf of each such Owner was accepted or rejected and (C) the immediately succeedingAuction Date; (ii) instruct each Potential Owner on whose behalf such Broker-Dealer submitted a Bid that wasaccepted, in whole or in part, to instruct such Existing Owner’s Agent Member to pay to such Broker-Dealer (or itsAgent Member) through the Securities Depository the amount necessary to purchase the principal amount of suchSeries 2004A Certificates of a subseries to be purchased pursuant to such Bid (including, with respect to such Series2004A Certificates of a subseries in a daily Auction Period, accrued interest if the purchase date is not an InterestPayment Date for such Series 2004A Certificate) against receipt of such Series 2004A Certificates of a subseries;and (iii) instruct each Existing Owner on whose behalf such Broker-Dealer submitted a Sell Order that was acceptedor a Bid that was rejected, in whole or in part, to instruct such Existing Owner’s Agent Member to deliver to suchBroker-Dealer (or its Agent Member) through the Securities Depository the principal amount of such Series 2004ACertificates of a subseries to be sold pursuant to such Bid or Sell Order against payment therefor.

Index

(a) The Index on any Auction Date with respect to Series 2004A Certificates of a subseries in anyAuction Period of 35 days or less shall be the One Month LIBOR Rate on such date. The Index with respect toSeries 2004A Certificates of subseries in any Auction Period greater than 35 days shall be the yield on United StatesTreasury Securities having a maturity which most closely approximates the length of the Auction Period, as lastpublished in The Bond Buyer. If either rate is unavailable, the Index for the Series 2004A Certificates of a subseriesshall be an index or rate agreed to by all Broker-Dealers and consented to by MTA.

Attachment 4 - 16

“One Month LIBOR Rate” means, as of any date of determination, the offered rate for deposits in U.S.dollars for a one-month period which appears on the Telerate Page 3750 at approximately 11:00 a.m., London time,on such date, or if such date is not a date on which dealings in U.S. dollars are transacted in the London interbankmarket, then on the next preceding day on which such dealings were transacted in such market.

(b) If for any reason on any Auction Date the Index shall not be determined as provided in thisSection, the Index shall be the Index for the Auction Period ending on such Auction Date.

(c) The determination of the Index as provided herein shall be conclusive and binding upon MTA, theCertificate Trustee, the Broker-Dealers, the Auction Agent and the Owners of the Series 2004A Certificates of asubseries.

Miscellaneous Provisions Regarding Auctions

(a) In this Attachment 4, each reference to the purchase, sale or holding of “Series 2004ACertificates” shall refer to beneficial interests in such Series 2004A Certificates, unless the context clearly requiresotherwise.

(b) During an Auction Rate Mode, with respect to the Series 2004A Certificates of a subseries, theprovisions of the Certificate Trust Agreement and the definitions contained therein and described in thisAttachment 4, including without limitation the definitions of Maximum Rate, Maximum Auction Rate, All HoldRate, Index, Default Rate, Auction Multiple and the Auction Period Rate, may be amended, with the consent of theInsurer, pursuant to the Certificate Trust Agreement by obtaining the consent of the Owners of all OutstandingSeries 2004A Certificates of such subseries as follows; provided, however, that no such amendments that adverselyaffect the rights, duties or obligations of the Auction Agent shall be made without the consent of the Auction Agent.If on the first Auction Date occurring at least 20 days after the date on which the Certificate Trustee mailed notice ofsuch proposed amendment to the registered Owners of the Outstanding Series 2004A Certificates of a subseries asrequired by the Supplemental Resolution, (i) the Auction Period Rate which is determined on such date is theWinning Bid Rate and (ii) there is delivered to MTA and the Certificate Trustee a Favorable Opinion of CertificateCounsel, the proposed amendment shall be deemed to have been consented to by the Owners of all affectedOutstanding Series 2004A Certificates of such subseries.

(c) If the Securities Depository notifies MTA that it is unwilling or unable to continue as Owner ofthe Series 2004A Certificates of a subseries or if at any time the Securities Depository shall no longer be registeredor in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulationand a successor to the Securities Depository is not appointed by MTA within 90 days after MTA receives notice orbecomes aware of such condition, as the case may be, MTA shall execute and the Certificate Trustee shallauthenticate and deliver certificates representing the Series 2004A Certificates of such subseries. Such Series2004A Certificates shall be authorized in such names and authorized denominations as the Securities Depository,pursuant to instructions from the Agent Members or otherwise, shall instruct MTA and the Certificate Trustee.

(d) During an Auction Rate Mode, so long as the ownership of the Series 2004A Certificates of asubseries is maintained in book-entry form by the Securities Depository, an Existing Owner or a beneficial ownermay sell, transfer or otherwise dispose of a Series 2004A Certificate only pursuant to a Bid or Sell Order inaccordance with the Auction Procedures or to or through a Broker-Dealer, provided that (i) in the case of alltransfers other than pursuant to Auctions such Existing Owner or its Broker-Dealer or its Agent Member advises theAuction Agent of such transfer and (ii) a sale, transfer or other disposition of Series 2004A Certificates of asubseries from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder ofsuch Series 2004A Certificates to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemedto be a sale, transfer or other disposition for purposes of this paragraph if such Broker-Dealer remains the ExistingOwner of Series 2004A Certificates of a subseries so sold, transferred or disposed of immediately after such sale,transfer or disposition.

Attachment 4 - 17

Changes in Auction Period or Auction Date

(a) Changes in Auction Period.

(i) During any Auction Rate Mode, MTA may from time to time on any Interest PaymentDate, change the length of the Auction Period with respect to all of the Series 2004A Certificates of anysubseries among daily, seven-days, 28-days, 35-days, three months, six months and a Special AuctionPeriod in order to accommodate economic and financial factors that may affect or be relevant to the lengthof the Auction Period and the interest rate borne by Series 2004A Certificates of such subseries. MTAshall initiate the change in the length of the Auction Period by giving written notice to the Insurer, theAuction Agent, the Broker-Dealers and the Securities Depository that the Auction Period shall change ifthe conditions described herein are satisfied and the proposed effective date of the change, at least 10Business Days prior to the Auction Date for such Auction Period; provided, however, that in the case of achange from a Special Auction Period of 92 or more days, the date of such change shall be the Interest

Payment Date immediately following the last day of such Special Auction Period.

(ii) Any such changed Auction Period shall be for a period of one day, seven-days, 28-days,35-days, three months, six months or a Special Auction Period and shall be for all of the Series 2004A

Certificates of a subseries in an Auction Rate Mode.

(iii) The change in the length of the Auction Period for Series 2004A Certificates of anysubseries shall not be allowed unless Sufficient Clearing Bids existed at both the Auction before the date onwhich the notice of the proposed change was given as provided in this subsection (a) and the Auctionimmediately preceding the proposed change.

(iv) The change in length of the Auction Period for Series 2004A Certificates of any subseriesshall take effect only if (A) the Certificate Trustee and the Auction Agent receive, by 11:00 a.m., NewYork City time, on the Business Day before the Auction Date for the first such Auction Period, a certificatefrom MTA consenting to the change in the length of the Auction Period specified in such certificate and(B) Sufficient Clearing Bids exist at the Auction on the Auction Date for such first Auction Period. Forpurposes of the Auction for such first Auction Period only, each Existing Owner shall be deemed to havesubmitted Sell Orders with respect to all of its Series 2004A Certificates of a subseries for which there is tobe a change in the length of the Auction Period except to the extent such Existing Owner submits an Orderwith respect to such Series 2004A Certificates. If the condition referred to in (A) above is not met, theAuction Rate for the next Auction Period shall be determined pursuant to the Auction Procedures and theAuction Period shall be the Auction Period determined without reference to the proposed change. If thecondition referred to in (A) is met but the condition referred to in (B) above is not met, the Auction Rate forthe next Auction Period shall be the Maximum Auction Rate and the Auction Period shall be a seven-day

Auction Period.

(v) On the conversion date for Series 2004A Certificates of a subseries from one AuctionPeriod to another, any Series 2004A Certificates of such subseries which are not the subject of a specific

Hold Order or Bid shall be deemed to be subject to a Sell Order.

(b) Changes in Auction Date. During any Auction Rate Mode, the Auction Agent, with the writtenconsent of MTA, may specify an earlier Auction Date for Series 2004A Certificates of any subseries (but in no eventmore than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance withthe definition of “Auction Date” in order to conform with then current market practice with respect to similarsecurities or to accommodate economic and financial factors that may affect or be relevant to the day of the weekconstituting an Auction Date and the interest rate borne on such Series 2004A Certificates. The Auction Agent shallprovide notice of its determination to specify an earlier Auction Date for an Auction Period by means of a writtennotice delivered at least 45 days prior to the proposed changed Auction Date to the Certificate Trustee, MTA, theInsurer, the Broker-Dealers and the Securities Depository.

Attachment 4 - 18

Auction Agent

(a) The Auction Agent shall be appointed by the Certificate Trustee at the written direction of MTA,to perform the functions specified herein. The Auction Agent shall designate its Principal Office and signify itsacceptance of the duties and obligations imposed upon it hereunder by an Auction Agreement delivered to MTA, theCertificate Trustee and each Broker-Dealer which shall set forth such procedural and other matters relating to theimplementation of the Auction Procedures as shall be satisfactory to MTA and the Certificate Trustee.

(b) Subject to any applicable governmental restrictions, the Auction Agent may be or become theowner of or trade in Series 2004A Certificates with the same rights as if such entity were not the Auction Agent.

Qualifications of Auction Agent; Resignation; Removal

The Auction Agent shall be (a) a bank or trust company organized under the laws of the United States orany state or territory thereof having a combined capital stock, surplus and undivided profits of at least $30,000,000,or (b) a member of National Association of Securities Dealers having a capitalization of at least $30,000,000 and, ineither case, authorized by law to perform all the duties imposed upon it by the Supplemental Resolution and amember of or a participant in, the Securities Depository. The Auction Agent may at any time resign and bedischarged of the duties and obligations created by the Supplemental Resolution by giving at least ninety (90) daysnotice to MTA, the Insurer, each Broker-Dealer and the Certificate Trustee. The Auction Agent may be removed atany time by MTA by written notice, delivered to the Auction Agent, MTA, the Insurer, each Broker-Dealer and theCertificate Trustee. Upon any such resignation or removal, the Certificate Trustee shall appoint a successor AuctionAgent meeting the requirements of this Section. In the event of the resignation or removal of the Auction Agent, theAuction Agent shall pay over, assign and deliver any moneys and Series 2004A Certificates held by it in suchcapacity to its successor. The Auction Agent shall continue to perform its duties hereunder until its successor hasbeen appointed by the Certificate Trustee. In the event that the Auction Agent has not been compensated for itsservices, the Auction Agent may resign by giving thirty (30) days notice to MTA and the Certificate Trustee even ifa successor Auction Agent has not been appointed.

Attachment 5 - 1

ATTACHMENT 5

DEFINITIONS AND SUMMARY OF

CERTAIN PROVISIONS OF

THE CERTIFICATE AND GROUND LEASE DOCUMENTS

The following sections contain definitions of certain terms used in this Official Statement and a generalsummary (“Summary”) of certain provisions of the Certificate Trust Agreement, the Leasehold Improvement Lease,the Leasehold Improvement Sublease, the Ground Lease, the Ground Lease Subleases and the Ground Lease TrustAgreement. The definitions and Summary are not to be considered a full statement of all terms used in this OfficialStatement or the terms of such documents and, accordingly, are qualified by reference to and are subject to the fulltext of the Official Statement and such documents. A copy of each of the documents may be obtained upon requestfrom MTA.

DEFINITIONS

Building shall mean the existing building or any replacement building located on the Land.

Certificate Trustee shall mean The Bank of New York, successor in interest to United States TrustCompany of New York, as trustee, under the Certificate Trust Agreement, or any successor trustee appointedthereafter.

Demised Premises has the meaning ascribed to such term in the Leasehold Improvement Lease.

Ground Lease shall mean that certain Lease, dated as of July 29, 1998, as amended by that certainAmendment to Lease, dated as of May 18, 1999, and further amended by a settlement agreement in connection withcertain litigation entered into in November 2003 with the Ground Lease Lessor, relating to the Demised Premises,between the Ground Lease Lessor and the Ground Lease Trustee, as the same may be amended or supplementedfrom time to time in accordance with its terms.

Ground Lease Lessee shall mean the Ground Lease Trustee, its successors and assigns, as Ground LeaseLessee under the Ground Lease.

Ground Lease Lessor shall mean 2 Broadway LLC, a New York limited liability company, acting aslessor under the Ground Lease, its successors and assigns.

Ground Lease Subleases shall mean, collectively, the MTA Ground Lease Sublease, the Transit AuthorityGround Lease Sublease, and the TBTA Ground Lease Sublease.

Ground Lease Sublessees shall mean the sublessees under the Ground Lease Subleases, and the Initial

Ground Lease Sublessees shall mean MTA, on behalf of LIRR and MNCRC, the Transit Authority and TBTA, intheir capacity as the initial sublessees under the Ground Lease Subleases.

Ground Lease Sublessor shall mean the Ground Lease Trustee, its successors and assigns, in its capacityas sublessor under the Ground Lease Subleases.

Ground Lease Trust Agreement shall mean the Trust Agreement, dated as of July 29, 1998, by andamong MTA, the Transit Authority, TBTA, and the Ground Lease Trustee, as the same may be amended orsupplemented from time to time in accordance with its terms.

Ground Lease Trustee shall mean The Bank of New York, successor in interest to United States TrustCompany of New York, acting not in its individual capacity, but solely as trustee under the Ground Lease TrustAgreement, its successors and assigns.

Land shall mean the parcel of land known as 2 Broadway located in the Borough of Manhattan.

Attachment 5 - 2

Leasehold Improvement Lease shall mean the Leasehold Improvement Lease by and among MTA, theTransit Authority and TBTA, as leasehold improvement lessors, and the Lessor-Trustee, as leasehold improvementlessee, and acknowledged by the Certificate Trustee, dated as of June 1, 1999, as the same may be amended orsupplemented from time to time in accordance with its terms.

Leasehold Improvement Sublease shall mean the Leasehold Improvement Sublease Agreement, dated asof June 1, 1999, as amended and restated in its entirety as of September 1, 2004, by and among the Lessor-Trustee,the Leasehold Improvement Sublessees, and the Certificate Trustee, as the same may be amended or supplementedfrom time to time in accordance with its terms.

Leasehold Improvement Lessee shall mean United States Trust Company of New York, acting solely aslessee trustee under the Leasehold Improvement Lease, and its successors and assigns.

Lessor-Trustee shall mean The Bank of New York, successor in interest to United States Trust Companyof New York, not in its individual capacity, but solely as Lessor-Trustee pursuant to the declaration of trust set forthin Section 2 of the Leasehold Improvement Sublease, a New York corporation, and its successors and permittedassigns.

MTA shall mean the Metropolitan Transportation Authority, a body corporate and politic constituting apublic benefit corporation created and existing under the laws of the State.

MTA Act shall mean the Metropolitan Transportation Authority Act, Title 11 of Article 5 of the PublicAuthorities Law, as amended.

MTA Ground Lease Sublease shall mean that certain Agreement of Sublease, dated as of July 29, 1998,relating to the Demised Premises, between MTA, acting on behalf of LIRR and MNCRC, and the Ground LeaseTrustee, as the same may be amended or supplemented from time to time in accordance with its terms.

TBTA shall mean the Triborough Bridge and Tunnel Authority, a body corporate and politic constituting apublic benefit corporation created and exiting under the laws of the State.

TBTA Act shall mean the Triborough Bridge and Tunnel Authority Act, Title 3 of Article 3 of the PublicAuthorities Law, being Chapter 43-A of the Consolidated Laws of the State of New York, as amended.

TBTA Ground Lease Sublease shall mean the Agreement of Sublease, dated as of July 29, 1998, relatingto the Demised Premises, between TBTA and the Ground Lease Trustee, as the same may be amended orsupplemented from time to time in accordance with its terms.

Transit Authority shall mean the New York City Transit Authority, a body corporate and politicconstituting a public benefit corporation created and existing under the laws of the State.

Transit Authority Act shall mean Title 9 of Article 5 of the Public Authorities Law, as amended.

Transit Authority Ground Lease Sublease shall mean the Agreement of Sublease, dated as of July 29, 1998, relating to the Demised Premises, between the Transit Authority and the Ground Lease Trustee, as the samemay be in effect and amended or supplemented from time to time in accordance with its terms.

SUMMARY OF CERTIFICATE DOCUMENTS

Additional Certificate Document Definitions

Additional Certificates means additional Certificates executed and delivered pursuant to a SupplementalCertificate Trust Agreement in accordance with Section 3.22 of the Certificate Trust Agreement.

Attachment 5 - 3

Additional Rent means the payments required to be made pursuant to Section 6(c) and Section 19 of theLeasehold Improvement Sublease.

Additional Senior TBTA Obligations means obligations issued from time to time by TBTA (other thanthe operating and maintenance expenses of TBTA) that have a right to payment from Available TBTA Revenuessuperior to the payment to the Transit Authority and MTA of statutory surplus.

Additional Senior Transportation Obligations means obligations issued from time to time by MTA thathave a right to payment from Available Transportation Revenues superior to the payment of the Transit Authority’sLIRR’s and MNCRC’s operating and maintenance expenses.

Amortized Value, when used with respect to Permitted Investments purchased at a premium above or adiscount below par, means the value of such Permitted Investments computed by using an industry standard yieldmethod selected by an Authorized Authority Representative.

Authorized Authority Representative, means (i) the Chairman and the Vice-Chairman, (ii) the ExecutiveDirector, the Chief Financial Officer, the Director of Budgets and Financial Management, the Comptroller, theDirector of Finance, any Secretary or any Assistant Secretary of the Authority and any other person authorized bythe Authority to perform the act or sign the document in question.

Available TBTA Revenues means “Revenues” as defined in the TBTA Resolution, as the same may beamended from time to time.

Available Transportation Revenues means “Revenues” as defined in the Transportation Resolution, asthe same may be amended from time to time.

Base Rent means all payments required to be made pursuant to Section 6(b) of the Leasehold ImprovementSublease.

Business Day means any day other than a Saturday, Sunday or legal holiday in the State of New York orday upon which banks in The City of New York are authorized by law or executive order to be closed.

Certificate Counsel means Nixon Peabody LLP or Hawkins, Delafield & Wood LLP, or any other lawyeror firm of lawyers nationally recognized in the field of municipal finance and satisfactory to the LeaseholdImprovement Sublessees.

Certificate Register means the books of the Certificate Trustee referred to in Section 3.11 of theCertificate Trust Agreement.

Certificates of Participation or Certificates means the certificates of participation executed and deliveredby the Certificate Trustee in one or more series under the Certificate Trust Agreement, evidencing the proportionateinterests of the owners thereof in the principal and interest components of Base Rent payable pursuant to theLeasehold Improvement Sublease.

Closing Date means the date on which the proceeds of the sale of a series of the Certificates are receivedby the Certificate Trustee.

Cost of Issuance Fund means the fund by that name established by Section 4.02 of the Certificate TrustAgreement.

Demised Premises has the meaning ascribed to such term in the Leasehold Improvement Lease.

Governmental Authority shall mean any federal, local or other governmental entity, or any subdivisionthereof, exercising any executive, legislative, judicial, regulatory, administrative or other governmental function

Attachment 5 - 4

with respect to (i) the Project, including without limitation the use, occupancy or operation thereof, or (ii) any entity,as applicable.

Insurer means the Series 1999A Insurer, the Series 2000A Insurer, the Series 2004A Insurer and any othercompany that insures the payment by the Leasehold Improvement Sublessees of the Base Rent relating to any otherseries of Certificates and/or the payment by the Leasehold Improvement Sublessees of Special Supplemental Rentand/or Special Additional Supplemental Rent relating to any Qualified Swap. Each such Insurer shall have rightsand remedies under the Certificate Trust Agreement only to the extent of its applicable percentage of OutstandingCertificates of the series of Certificates that it insures (or Parity Swap Obligations) and only to the extent the actionor consent required under the Certificate Trust Agreement affects the series of Certificates that it insures.

Leasehold Improvement Completion Project means the Leasehold Improvement Completion Project asdefined in the Leasehold Improvement Sublease.

Leasehold Improvement Fund means the fund by that name established by Section 4.03 of the CertificateTrust Agreement.

Legal Requirement(s) shall mean, (i) with reference to any entity (A) the certificate of incorporation andby-laws or partnership agreement, certificate of limited partnership or other organizational or governing documentsof such entity, and (B) any law, rule, regulation, judgment, order, decree or determination by any GovernmentalAuthority applicable to or binding upon such entity or its property (to the extent thereby affecting the DemisedPremises); and (ii) with reference to the Demised Premises (A) any and all laws, statutes, codes, treaties, orders,rules, regulations, ordinances or requirements of any Governmental Authority applicable to the Demised Premises,any appurtenance thereto, or the use or manner of use thereof, including without limitation (1) any applicableenvironmental, ecological, zoning, building, landmark, subdivision and land use laws, codes, statutes andregulations, (2) the requirements, terms or conditions of any permits, consents, certificates (including withoutlimitation certificates of occupancy) and approvals of any Governmental Authority, and (3) the terms, conditionsand requirements of any easement, restrictive declaration or other encumbrance upon the Demised Premises, and (B) the orders, rules and regulations of the Board of Fire Underwriters or any body now or hereafter performing similarfunctions. References in the Leasehold Improvement Lease to Legal Requirements shall mean such requirements asin effect from time to time.

LIRR means The Long Island Rail Road Company, a public benefit corporation that is a subsidiarycorporation of MTA, its successors and assigns.

MaBSTOA means the Manhattan and Bronx Surface Transit Operating Authority, as described in theTransportation Resolution.

Management Agreement means the Management, Conditional Assignment, Attornment, and RecognitionAgreement dated July 29, 1998 by and among MTA, the Transit Authority and the TBTA and the Ground LeaseTrustee, as the same may be amended or supplemented from time to time in accordance with its terms.

MNCRC means Metro-North Commuter Railroad Company, a public benefit corporation that is asubsidiary corporation of MTA, its successors and assigns.

MTA Account of the Leasehold Improvement Fund means the account by that name established in theLeasehold Improvement Fund.

MTA Account of the Reserve Fund means the account by that name established in the Reserve Fund.

MTA Account of the Sublease Payment Fund means the account by that name established in theSublease Payment Fund.

Attachment 5 - 5

MTA Ground Lease Sublease means that certain Agreement of Sublease, dated as of July 29, 1998,relating to the Demised Premises, between MTA, acting on behalf of LIRR and MNCRC, and the Ground LeaseTrustee, as the same may be amended or supplemented from time to time in accordance with its terms.

Outstanding when used with reference to the Certificates and as of any particular date, means allCertificates theretofore delivered under the Certificate Trust Agreement except: (a) any Certificate cancelled by theCertificate Trustee on or before such date, (b) any Certificate in lieu of or in substitution for which anotherCertificate shall have been delivered pursuant to the Certificate Trust Agreement and (c) Certificates which aredeemed paid in accordance with Section 7.02 of the Certificate Trust Agreement.

Owner, Certificate Owner, Holder or Certificateholder or any similar term means the registered holderof any of the Outstanding Certificates as reflected on the Certificate Register.

Parity Swap Obligation has the meaning provided in Section 2.05 of the Certificate Trust Agreement;provided, however, that any such Parity Swap Obligation shall not constitute a Parity Swap Obligation solely to theextent of any obligations to pay termination or other fees, expenses, indemnification or other similar payments to thecounterparty to such arrangement.

Payment Date means, with respect to the Certificates, January 1 and July 1 of each year or such other dates as shall be specified in a Supplemental Certificate Trust Agreement for another series and, with respect to any ParitySwap Obligation and with respect to any Subordinated Swap Obligation, such date as shall be specified or describedin a Supplemental Certificate Trust Agreement or in such Parity Swap Obligation or such Subordinated SwapObligation.

Permitted Encumbrances means, as of any particular time: (i) liens for general ad valorem taxes andassessments, if any, not then delinquent or which the Leasehold Improvement Sublessees may, pursuant to the termsof the Leasehold Improvement Sublease or the terms of the Ground Lease, permit to remain unpaid, (ii) the GroundLease and any liens, mortgages or other encumbrances permitted under the Ground Lease, (iii) the Ground LeaseSubleases, (iv) the Ground Lease Trust Agreement, (v) the Leasehold Improvement Lease and the LeaseholdImprovement Sublease, (vi) the Certificate Trust Agreement, (vii) any right or claim of any mechanic, laborer,materialman, supplier or vendor not filed or perfected in the manner prescribed by law and any mechanics or otherliens permitted under the Leasehold Improvement Sublease or the Ground Lease, (viii) easements, rights of way,mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions that exist of recordas of the Closing Date for the Series 1999A Certificates or any series of Additional Certificates as appropriate, and(ix) easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions orrestrictions hereafter created or established that an Authorized Authority Representative certifies in writing will notmaterially affect the performance of the obligations of the Leasehold Improvement Sublessees under the LeaseholdImprovement Sublease.

Permitted Investment means, to the extent permitted by applicable law, any of the following securities:

(i) obligations of the State or the United States government;

(ii) obligations the timely payment of the principal and interest on which are unconditionallyguaranteed by the State or the United States government;

(iii) certificates of deposit of banks or trust companies in the State, secured, if the Issuer shallso require, by obligations of the United States or of the State of a market value equal at all times to theamount of the deposit;

(iv) banker’s acceptances with a maturity of 90 days or less which are eligible for purchase bythe federal reserve banks and whose rating at the time of purchase is in the highest Rating Category of eachof the Rating Agencies that then rates such banker’s acceptances;

Attachment 5 - 6

(v) obligations of any bank or corporation created under the laws of either the Untied Statesor any state of the United States maturing within 270 days, provided that such obligations are rated in thehighest Rating Category of each of the Rating Agencies that then rates such obligations;

(vi) notes, bonds, debentures, mortgages and other evidences of indebtedness, issued orguaranteed at the time of the investment by the United States Postal Service, the Federal National MortgageAssociation, the Federal Home Loan Mortgage Corporation, the Student Loan Marketing Association, theFederal Farm Credit System, or any other United States government sponsored agency, provided that at thetime of the investment such agency or its obligations are rated and the agency receives, or its obligationsreceive, ratings in the highest Rating Category of each of the Rating Agencies that then rates such agencyor its obligations;

(vii) (A) general obligation bonds and notes of any state other than the State, provided thatsuch bonds and notes are rated in the highest Rating Category of each of the Rating Agencies that then rates such bonds and notes, and (B) bonds and notes of any county, town, city, village, fire district or schooldistrict of the State, provided that such bonds and notes are rated in either of the 2 highest RatingCategories of each of the Rating Agencies that then rates such bonds and notes;

(viii) mutual funds registered with the United States Securities and Exchange Commission,whose investments are limited to obligations of the State described in clause (i) above, obligations theprincipal and interest of which are guaranteed by the State as described in clause (ii) above, and thosesecurities described in clause (vii) above, and that are rated in the highest Rating Category of each of theRating Agencies that then rates such funds;

(ix) repurchase agreements with any dealer or bank, which agreement is secured by any oneor more of the securities described in clauses (i), (ii) or (vi) above, which securities shall (A) at all timeshave a market value of not less than the full amount held or invested pursuant to the agreement and (B) bedelivered to a bank or trust company organized under the honor of any state of the United States ofAmerica or a national banking association, as custodian, that is independent from the dealer or bank withwhom the repurchase agreement is executed; and

(x) any other investment in which the Issuer is authorized from time to time to invest underapplicable law with respect to which an Authorized Officer has, on or before the date thereof, delivered tothe Trustee (A) a certificate to the Trustee designating the additional investment as an AuthorizedInvestment and (B) Rating Confirmation.

In addition to the foregoing, in the case of any money held in reserve and sinking funds “PermittedInvestments” shall include any other securities in which the trustee or trustees of any public retirement system orpension fund has the power to invest the money thereof pursuant to Article four-a of the Retirement and SocialSecurity Law of the State, each such reserve and sinking fund being treated as a separate fund for the purposes ofArticle four-a of the Retirement and Social Security Law of the State.

Any investment in any of the foregoing obligations may be made in the form of an entry made on therecords of the issuer of the particular obligations or of a recognized securities depository.

Policy with respect to any series or portion of a series of Certificates means a financial guaranty ormunicipal bond insurance policy issued by an Insurer relating to such Certificates or to a Qualified Swap.

Principal Office, when used with respect to the Certificate Trustee, means the offices of the CertificateTrustee identified in Section 3.03 of the Certificate Trust Agreement or such other office situated in the State ofNew York, at which the Certificate Trustee conducts its corporate trust business as hereafter designated by theCertificate Trustee.

Attachment 5 - 7

Project means the Series 1999A Project, the Leasehold Improvement Completion Project and any otherproject for capital improvements to the Demised Premises, any such Project constituting a part of such DemisedPremises for purposes of the Leasehold Improvement Sublease, financed by the delivery of additional Certificates.

Project Costs means all costs of payment for, or reimbursement to the Leasehold Improvement Sublessees,or any vendor for, acquisition, delivery and financing or refinancing of the Project, including but not limited to,engineering costs, administrative costs and capital expenditures relating to financing payments, including capitalizedinterest, sales tax, if any, on the Project, costs of feasibility, environmental and other reports, inspection costs,permit fees, filing and recording costs, printing costs, reproduction and binding costs, premiums for title insuranceand other insurance policies in effect during the period of acquisition and construction of the Project, premiumspayable for insurance, if any, on the payment of principal and interest components of Base Rent under the LeaseholdImprovement Sublease or for a Reserve Credit Facility, initial fees and charges of the Lessor-Trustee under theLeasehold Improvement Sublease or the Leasehold Improvement Lease and of the Certificate Trustee for servicesrendered under the Certificate Trust Agreement, fees related to the termination of a Parity Swap Obligation or aSubordinated Swap Obligation, legal fees and charges, financial and other professional consultant fees, includingfees payable to underwriters, costs of rating agencies or credit ratings, fees for the execution, transportation andsafekeeping of the Certificates, and charges and fees in connection with the foregoing.

Proportionate Share means the respective proportionate share of Base Rent, Special Supplemental Rentand Special Additional Supplemental Rent (unless such Special Supplemental Rent or Special AdditionalSupplemental Rent relates to a Qualified Swap entered into by a Leasehold Improvement Sublessee individually), asappropriate, payable in accordance with the provisions of the Leasehold Improvement Sublease by the LeaseholdImprovement Sublessees. Such Proportionate Shares will be as follows: Authority — 21%, Transit Authority —68.7% and TBTA — 10.3%.

Qualified Swap means, to the extent from time to time permitted by law, with respect to Certificates, anyfinancial arrangement (i) which is entered into by the Authority on behalf of itself and the other LeaseholdImprovement Sublessees or by the Leasehold Improvement Sublessees individually with an entity that is a QualifiedSwap Provider at the time the arrangement is entered into, (ii) which is a cap, floor or collar; forward rate; futurerate; swap (such swap may be based on an amount equal either to the principal amount of such Certificates of theAuthority as may be designated or a notional principal amount relating to all or a portion of the principal amount ofsuch Certificates); asset, index, price or market-linked transaction or agreement; other exchange or rate protectiontransaction agreement; other similar transaction (however designated); or any combination thereof; or any optionwith respect thereto, in each case executed by the Authority or the individual Leasehold Improvement Sublesseesindividually, as appropriate, for the purpose of moderating interest rate fluctuations, reducing debt service costs orcreating either fixed interest rate Certificates or Variable Interest Rate Certificates on a synthetic basis or otherwise,and (iii) which has been designated as a Qualified Swap with respect to such Certificates in a SupplementalCertificate Trust Agreement or in a certificate of an Authorized Authority Representative delivered to the CertificateTrustee.

Qualified Swap Provider means an entity (a) whose senior long term obligations, other senior unsecuredlong term obligations, financial program rating, counterparty rating, or claims paying ability, or whose paymentobligations under an interest rate exchange agreement are guaranteed by an entity whose senior long term debtobligations, other senior unsecured long term obligations, financial program rating, counterparty rating, or claimspaying ability, are rated at the time of the execution of such interest rate exchange agreement either at least as highas (i) the third highest Rating Category of each Rating Agency then maintaining a rating for the Qualified SwapProvider or (ii) any such lower Rating Categories which each such Rating Agency indicates in writing to theAuthority and the Certificate Trustee will not, by itself, result in a reduction or withdrawal of its rating on theOutstanding Certificates subject to such Qualified Swap that is in effect prior to entering into such Qualified Swapand (b) which is a party to a Qualified Swap constituting a Parity Swap Obligation.

Rating Agency shall mean each nationally recognized statistical rating organization then maintaining arating on the Certificates at the request of an Authorized Authority Representative.

Rating Category shall mean one of the generic rating categories of any Rating Agency without regard toany refinement or gradation of such rating by a numerical modifier or otherwise.

Attachment 5 - 8

Rating Confirmation shall mean evidence that no rating then in effect from a Rating Agency will bewithdrawn or reduced solely as the result of an action to be taken under the Certificate Trust Agreement; provided

however, that no action requiring Rating Confirmation shall be undertaken unless at least one Rating Agency at thattime maintains a rating on the Certificates.

Rent means Base Rent, Special Supplemental Rent, Special Additional Supplemental Rent and AdditionalRent.

Reserve Credit Facility means (a) any irrevocable, unconditional letter of credit issued by a bank orsavings and loan association whose long-term uncollateralized debt obligations are rated in one of the two highestrating categories by each nationally recognized rating agency then rating any series of Certificates, or if no series ofCertificates is then rated, by any nationally recognized rating agency, and (b) any insurance policy providingsubstantially equivalent liquidity as an irrevocable, unconditional letter of credit, and which is issued by a municipalbond or other insurance company, obligations insured by which are rated in one of the two highest rating categoriesby each nationally recognized rating agency then rating any series of Certificates, or if no series of Certificates isthen rated, by a nationally recognized rating agency, and which is used to fund all or a portion of the ReserveRequirement.

Reserve Fund means the fund by that name established by Section 4.05 of the Certificate TrustAgreement.

Reserve Fund Deficiency Payment shall mean (a) on the first Transfer Date which is at least six (6)months after the existence of a deficiency in the Reserve Fund resulting from a transfer to the Sublease PaymentFund, including any unreimbursed draw on any Reserve Credit Facility and additonal amounts owing to the provider as a result thereof (which may otherwise be reimbursed in accordance with the terms of such Reserve CreditFacility), an amount equal to one half of such deficiency, and (b) on each Transfer Date thereafter until suchdeficiency has been paid in full, an amount equal to the portion of such deficiency which was not paid to theCertificate Trustee on the preceding Transfer Dates, after giving effect to any amounts deposited or retained in theReserve Fund representing interest received on or profits received as a result of the disposition of any securities inthe Reserve Fund or any other amounts deposited or retained in the Reserve Fund pursuant to the Certificate TrustAgreement.

Reserve Requirement shall mean as of any date of calculation, with respect to all Outstanding Certificates,other than Certificates whose related interest component of Base Rent is variable and for which a separate accounthas been established in the Reserve Fund as provided below, an amount equal to one half of the greatest amount ofregularly scheduled Base Rent payments for the then current or any future calendar year; provided, however, that asa result of the issuance of any series of Certificates, the interest component of the Base Rent relating to which isexcluded from gross income for federal income tax purposes, the amount required to be on deposit in the ReserveFund to satisfy the Reserve Requirement shall not exceed the sum of the amount on deposit in the Reserve Fundimmediately prior to the issuance of such series plus 10% of the proceeds from the sale of such series of theCertificates. For purposes of this definition, “proceeds” shall have the meaning given such term for purposes ofSection 148(d) of the 1986 Code (as defined in Section 5.13 of this Certificate Trust Agreement). In connectionwith any series of Certificates (a) whose related interest component of Base Rent is variable, (b) as to which inconnection with the issuance of such series of Certificates, MTA, on behalf of itself and the other LeaseholdImprovement Sublessees, has, or the Leasehold Improvement Sublessees individually have, entered into one or moreQualified Swaps relating to all of such series of Certificates pursuant to which MTA or the Leasehold ImprovementSublessees pay a fixed rate to the counterparty or counterparties to such Qualified Swaps which cover the perioduntil the date on which the last payment of the principal component of Base Rent relating to such series ofCertificates is due and payable and (c) as to which a separate account is not being established in the Reserve Fund asprovided in the immediately succeeding sentence, the interest component of Base Rent shall be calculated assumingthat the rate of interest was equal to the effective fixed rate or rates payable on such Qualified Swaps which rate orrates and the day counts applicable thereto shall be set forth in the Supplemental Certificate Trust Agreementrelating to such series of Certificates. In connection with any series of Certificates whose related interest componentof Base Rent is variable and for which the Interest Component of Base Rent is not determined as provided in theimmediately preceding sentence, (i) a separate account for such series shall be established in the Reserve Fund, (ii)such series of Certificates shall be payable solely from amounts in such separate account and not from any other

Attachment 5 - 9

amounts on deposit in the Reserve Fund, (iii) no Certificates of any other series shall be payable from the amounts insuch separate account, and (iv) the Reserve Requirement shall mean the amount specified in the relatedSupplemental Certificate Trust Agreement.

Revenue Anticipation Notes means any note or notes the proceeds of which are used for working capitalor operating and maintenance expenses issued by the Authority (i) having a final maturity date of not more thateighteen months from the date of issuance, (ii) authorized by the Authority only in anticipation of the receipt of (a)operating subsidies or (b) reimbursements relating to operating and maintenance expenses, which are anticipated tobe sufficient to pay in full the principal of and any net interest, on such Revenue Anticipation Notes, (iii) secured inwhole or in part by a lien prior to the lien and pledge of the Transportation Resolution on such operating subsidies orsuch reimbursements and (iv) meeting the requirements of Section 206.2 of the Transportation Resolution.

Securities Depository means a recognized securities depository selected by MTA to maintain a book entrysystem in respect to the Certificates, and shall include any substitute for or successor to the securities depositoryinitially acting as Securities Depository.

Securities Depository Nominee means, as to any Securities Depository, such Securities Depository or thenominee of such Securities Depository in whose name there shall be registered on the Certificate Registermaintained by the Certificate Trustee the Certificates to be delivered to and immobilized at such SecuritiesDepository during the continuation with such Securities Depository of participation in its book entry system.

Senior TBTA Obligations means, collectively, the operating and maintenance expenses of TBTA, theTBTA Obligations, the TBTA Subordinated Obligations and the Additional Senior TBTA Obligations.

Senior Transportation Obligations means, collectively, the Transportation Obligations, theTransportation Subordinate Obligations, the Revenue Anticipation Notes and the Additional Senior TransportationObligations.

Series 1999A Certificates means the $328,205,000 Certificates of Participation initially delivered inaccordance with the Certificate Trust Agreement and designated “Series 1999A”.

Series 1999A Insurer means the company insuring the payment by the Leasehold Improvement Sublesseesof the Base Rent relating to the Series 1999A Certificates.

Series 1999A Policy means the financial guaranty or municipal bond insurance policy issued by the Series1999A Insurer relating to the Series 1999A Certificates.

Series 1999A Project means the core and shell building improvements and the tenant improvements to theDemised Premises more particularly described in Schedule 1 to Exhibit A and designated Phase I of the Projectthereto, as such Schedule 1 to Exhibit A may be revised from time to time in accordance with the provisions thereof.

Series 2000A Insurer means the company insuring the payment by the Leasehold ImprovementSublessees of the Base Rent relating to the Series 2000A Certificates.

Series 2000A Policy means the financial guaranty or municipal bond insurance policy issued by the Series2000A Insurer relating to the Series 2000A Certificates.

Series 2004A Insurer means the company insuring the payment by the Leasehold ImprovementSublessees of the Base Rent, Special Supplemental Rent and Special Additional Supplemental Rent relating to theSeries 2004A Certificates.

Series 2004A Supplemental Certificate Trust Agreement means that certain Supplemental CertificateTrust Agreement, dated as of September 1, 2004, relating to the Series 2004A Certificates, by and among theLeasehold Improvement Sublessees, the Certificate Trustee and the Lessor-Trustee.

Attachment 5 - 10

Special Additional Supplemental Rent means all payments required to be made pursuant to Section6(e)(ii) of the Leasehold Improvement Sublease.

Special Supplemental Rent means all payments required to be made pursuant to Section 6(e)(i) of theLeasehold Improvement Sublease.

State means the State of New York.

Sublease Base Rent Payment Date means (a) for payments of Base Rent related to the Series 1999ACertificates and the Series 2000A Certificates each of the dates set forth in Exhibit B to the Leasehold ImprovementSublease for the payment of Base Rent, as amended from time to time, and (b) for payments of Base Rent related tothe Series 2004A Certificates, and any date designated as specified pursuant to the terms of the Series 2004ASupplemental Certificate Trust Agreement.

Sublease Payment Fund means the fund by that name established by Section 4.04 of the Certificate TrustAgreement.

Sublease Special Additional Supplemental Rent Payment Date means each date on which theAuthority, on behalf of itself and the other Leasehold Improvement Sublessees, or any Leasehold ImprovementSublessee, individually, is required to make a payment under a Subordinated Swap Obligation.

Sublease Special Supplemental Rent Payment Date means each date on which the Authority, on behalfof itself and the other Leasehold Improvement Sublessees, or any Leasehold Improvement Sublessee, individually,is required to make a payment under a Parity Swap Obligation.

Sublease Term or Term means the period referred to in Section 5 of the Leasehold ImprovementSublease.

Subordinated Swap Obligation means any payment obligation (other than a payment obligationconstituting a Parity Swap Obligation arising under any Qualified Swap), or portion thereof which has beendesignated as constituting a “Subordinated Swap Obligation” in a Supplemental Certificate Trust Agreement or acertificate of an Authorized Authority Representative delivered to the Certificate Trustee. Each Subordinated SwapObligation shall be payable and secured in a manner permitted by the Certificate Trust Agreement, and any lien onthe pledge of any portion of the Trust Estate securing Subordinated Swap Obligations shall be junior and inferior tothe lien on and pledge of the Trust Estate in the Certificate Trust Agreement created for the payment of theCertificates and Parity Swap Obligations.

Supplemental Certificate Trust Agreement means a supplement to the Certificate Trust Agreement asauthorized by Section 7.01 of the Certificate Trust Agreement.

Supplemental Leasehold Improvement Sublease means any supplement to the Leasehold ImprovementSublease authorized by Section 26 of the Leasehold Improvement Sublease.

Tax Certificate means, with respect to each series of Certificates, that certain Tax Certificate as toArbitrage and the Provisions of Sections 141-150 of the Internal Revenue Code of 1986 or other similar document,dated the Closing Date for such series of Certificates, executed by each of the Leasehold Improvement Sublessees.

TBTA Account of the Leasehold Improvement Fund means the account by that name established in theLeasehold Improvement Fund.

TBTA Account of the Reserve Fund means the account by that name established in the Reserve Fund.

TBTA Account of the Sublease Payment Fund means the account by that name established in theSublease Payment Fund.

Attachment 5 - 11

TBTA Ground Lease Sublease means that certain Agreement of Sublease, dated as of July 29, 1998,relating to the Demised Premises, between TBTA and the Ground Lease Trustee, as the same may be amended orsupplemented from time to time in accordance with its terms.

TBTA Obligations means the bonds, notes, commercial paper or other forms of indebtedness issuedpursuant to the TBTA Resolution.

TBTA Subordinated Resolution means TBTA’s 2001 Subordinate Revenue Resolution, authorizingSubordinate Revenue Obligations, adopted March 26, 2002, as amended and supplemented from time to time.

Transfer Date shall mean the date which is one (1) Business Day before each Payment Date.

Transit Authority Account of the Leasehold Improvement Fund means the account by that nameestablished in the Leasehold Improvement Fund.

Transit Authority Account of the Reserve Fund means the account by that name established in theReserve Fund.

Transit Authority Account of the Sublease Payment Fund means the account by that name establishedin the Sublease Payment Fund.

Transit Authority Ground Lease Sublease means that certain Agreement of Sublease, dated as of July29, 1998, relating to the Demised Premises, between the Transit Authority and the Ground Lease Trustee, as thesame may be in effect and amended or supplemented from time to time in accordance with its terms.

Trust Estate means all estate, right, title and interest of the Certificate Trustee in and to all payments ofBase Rent, Special Supplemental Rent and Special Additional Supplemental Rent required to be made pursuant tothe Leasehold Improvement Sublease, all other amounts required to be paid to the Certificate Trustee under theLeasehold Improvement Sublease (other than any such amounts which constitute Additional Rent payable to theCertificate Trustee), the right to enforce the covenants and agreements of the Leasehold Improvement Sublesseescontained in Sections 4, 19 and 30 of the Leasehold Improvement Sublease, and the right to enforce the remediesprovided in Section 21 of the Leasehold Improvement Sublease all as further set forth in Section 18(e) of theLeasehold Improvement Sublease.

Trust Fund means the fund established under Section 4.01 of the Certificate Trust Agreement.

Trust Funds means, collectively, the separate trust funds established pursuant to Article IV of theCertificate Trust Agreement.

Attachment 5 - 12

SUMMARY OF CERTAIN PROVISIONS OF THE LEASEHOLD IMPROVEMENT LEASE

Demised Premises

For the Term, Leasehold Improvement Lessors demise and lease unto Leasehold Improvement Lessee, andLeasehold Improvement Lessee hires and takes from Leasehold Improvement Lessors, their respective leaseholdinterests (i) in that certain piece or parcel of land in the City, County and State of New York, together with thebuilding and other improvements now or hereafter located thereon, and all rights, interests, tenements andhereditaments appurtenant thereto, all as more particularly described in Exhibit A to the Leasehold ImprovementLease and (ii) in the leasehold improvements (including core and shell and tenant improvements), equipment andfixtures now or hereafter located thereon, and the appurtenances now or hereafter pertaining thereto (all of suchleasehold improvements, equipment and fixtures now or hereafter located, and the appurtenances now or hereafterpertaining thereto, being referred to as the “Project”). For purposes of the Leasehold Improvement Lease, unless thecontext clearly requires otherwise, the “Demised Premises” refers to the leasehold interests described in clauses (i)and (ii) of this paragraph.

(Section 2)

Term

The term of the Leasehold Improvement Lease (the “Term”) shall commence on the date of the LeaseholdImprovement Lease, and expire on January 2, 2034, or on such later date on which all amounts required to be paidunder the Leasehold Improvement Sublease and the Certificate Trust Agreement (including amounts due on anyOutstanding Certificates) have been paid, or such sooner date upon which the Leasehold Improvement Lease shallhave terminated or expired in accordance with its terms and conditions. Notwithstanding the foregoing, the Termshall not commence until the Leasehold Improvement Sublease shall have been executed and delivered by theparties thereto.

(Section 3)

Rent

Leasehold Improvement Lessee shall pay One Dollar ($1.00) in rent for the entire Term of the LeaseholdImprovement Lease. Leasehold Improvement Lessors acknowledge receipt of payment of such amount in fullsatisfaction of Leasehold Improvement Lessee’s rental obligations under the Leasehold Improvement Lease.

(Section 4)

Use

The Demised Premises shall be used for any purpose permitted by applicable Legal Requirementsconsistent with the provisions of the Ground Lease and the Ground Lease Subleases.

Leasehold Improvement Lessee shall, at all times during the Term of the Leasehold Improvement Lease,comply with all applicable Legal Requirements.

(Section 5)

Maintenance, Repair, Alterations

Maintenance, repair and alteration of the Project shall be governed by the Leasehold ImprovementSublease. If, at any time, the Leasehold Improvement Sublease shall no longer be in force then (a) LeaseholdImprovement Lessee’s sole responsibility in respect of maintenance and repair of the Project shall be to keep theProject in a clean and safe condition, and (b) Leasehold Improvement Lessee shall be entitled to make suchalterations and/or additions to the Project as Leasehold Improvement Lessee shall determine to be necessary or

Attachment 5 - 13

desirable. All changes, alterations and additions to the Project, including any and all equipment and fixturesinstalled therein (except for trade fixtures, furniture and other moveable personal property of any subtenant of anytier of Leasehold Improvement Lessee) shall, immediately upon installation in the Project, and without the need forany further act, become the property of Leasehold Improvement Lessors.

(Section 9)

Assignment; Subletting; Encumbrances

Except for the Leasehold Improvement Sublease, or as may otherwise be expressly provided for in theCertificate Trust Agreement or the transactions provided for therein and entered into contemporaneously with theLeasehold Improvement Lease, Leasehold Improvement Lessee shall not, directly or indirectly, assign, sublet,mortgage, or otherwise transfer or encumber its interest in the Leasehold Improvement Lease; provided, however,that the foregoing limitations shall not apply at such time, if any, as the Leasehold Improvement Sublease shall nolonger be in force.

(Section 10)

Default; Remedies

In the event any party to the Leasehold Improvement Lease should default in the observance orperformance of its obligations under the Leasehold Improvement Lease the non defaulting party or parties shall havesuch remedies as may be available at law or in equity, provided, however, that neither Leasehold ImprovementLessors nor Leasehold Improvement Lessee shall have the right to terminate the Leasehold Improvement Lease.

(Section 14)

Limitation on Recourse

Notwithstanding any other provision of the Leasehold Improvement Lease, the liability of LeaseholdImprovement Lessee thereunder shall be limited in each and every respect to recourse against LeaseholdImprovement Lessee’s interest in the Project. Under no circumstances shall any shareholder, officer, director oremployee of Leasehold Improvement Lessee have any liability under the Leasehold Improvement Lease.

(Section 18)

Indemnification

Leasehold Improvement Lessors agree to indemnify and save Leasehold Improvement Lessee harmlessfrom and against all liabilities, including reasonable legal fees, costs and expenses arising out of the LeaseholdImprovement Lease, and all matters concerning Leasehold Improvement Lessee’s duties and obligations withrespect to the Certificate Trust Agreement; provided, however, that this indemnification shall be limited (a) toliabilities arising from the negligence of Leasehold Improvement Lessors, and (b) to the extent and in the amountpermitted by law. No indemnification will be made by Leasehold Improvement Lessors under the LeaseholdImprovement Lease for liabilities arising from Leasehold Improvement Lessee’s negligence, or fraudulent or willfulmisconduct or failure to act, as the case may be.

All of the indemnification and exculpation provisions of the Certificate Trust Agreement in favor ofCertificate Trustee shall similarly apply in favor of Leasehold Improvement Lessee and are incorporated byreference into the Leasehold Improvement Lease as if set forth in full in the Leasehold Improvement Lease.

(Section 20)

Attachment 5 - 14

SUMMARY OF CERTAIN PROVISIONS OF THE LEASEHOLD IMPROVEMENT SUBLEASE

Declaration of Trust; Not Acting in Individual Capacity

The Bank of New York declares that it holds and will hold all estate, right and interest in and to theDemised Premises in its role as Leasehold Improvement Lessee as set forth in the Leasehold Improvement Lease,for the benefit of the Leasehold Improvement Sublessees subject, however, to (i) the rights of the parties to theGround Lease and (ii) the assignment without recourse pursuant to the Certificate Trust Agreement of all paymentsof Base Rent, Special Supplemental Rent, Special Additional Supplemental Rent and certain other payments underthe Leasehold Improvement Sublease, the right to enforce certain specified covenants and agreements of LeaseholdImprovement Sublessees under the Leasehold Improvement Sublease and the right to exercise all remedies grantedunder Section 21 of the Leasehold Improvement Sublease to the Certificate Trustee for the benefit of the Ownersfrom time to time of the Certificates and Qualified Swap Providers, respectively, all as set forth in Section 18(e) ofthe Leasehold Improvement Sublease.

In acting under the Leasehold Improvement Sublease and the Leasehold Improvement Lease, Lessor-Trustee acts solely as trustee and not in its individual capacity, except as otherwise expressly provided in theLeasehold Improvement Sublease and in the Leasehold Improvement Lease; and, subject to the terms of theCertificate Trust Agreement, all persons other than the Leasehold Improvement Sublessees, as provided in theLeasehold Improvement Sublease, having any claim against Lessor-Trustee by reason of the actions contemplatedby the Leasehold Improvement Sublease shall look only to the Project, Base Rent, Special Supplemental Rent,Special Additional Supplemental Rent and Additional Rent for payment or satisfaction thereof.

(Section 2)

Agreement of Lessor-Trustee; Application of Proceeds of Sale of the Certificates; Deposit of Funds

To induce Leasehold Improvement Sublessees to lease the Demised Premises from Lessor-Trustee andLeasehold Improvement Sublessees to agree to become obligated severally, but not jointly, in accordance with theirProportionate Shares (except, in the case of Special Supplemental Rent and Special Additional Supplementalrelating to Qualified Swaps entered into by the Leasehold Improvement Sublessees individually, which is payableindividually as provided in such Qualified Swaps), for payments of Base Rent, Special Supplemental Rent andSpecial Additional Supplemental Rent, respectively, under the Leasehold Improvement Sublease and to assureLeasehold Improvement Sublessees that the moneys needed to pay the costs of acquiring or delivering the DemisedPremises, including the Project for lease to Leasehold Improvement Sublessees, to make any deposits into anyreserve fund required in connection with such financing, and to pay the costs of issuance relating to such financing,will be available without delay and that Leasehold Improvement Sublessees will have the unrestricted right topossession and use of the Demised Premises during the Sublease Term, Lessor-Trustee has assigned withoutrecourse to the Certificate Trustee under the Certificate Trust Agreement for the benefit of the Owners from time totime of the Certificates and the Qualified Swap Providers, respectively, all of its right, title, and interest in allpayments of Base Rent, Special Supplemental Rent and Special Additional Supplemental Rent required to be madepursuant to the Leasehold Improvement Sublease, certain other amounts required to be paid under the LeaseholdImprovement Sublease, the right to enforce the covenants and agreements of Leasehold Improvement Sublesseescontained in Sections 4, 19 and 30 in the Leasehold Improvement Sublease and the right to enforce the remediesprovided in Section 21 of the Leasehold Improvement Sublease (but none of its obligations under the LeaseholdImprovement Sublease), subject to the reservation of certain rights of Lessor-Trustee specified in Section 32(c) ofthe Leasehold Improvement Sublease, all as set forth in Section 18(e) of the Leasehold Improvement Sublease,whereupon the Series 1999A Certificates were executed and delivered to the original purchasers thereof. Lessor-Trustee, the Certificate Trustee and Leasehold Improvement Sublessees will cause the proceeds of the sale of eachseries of the Certificates to be deposited with the Certificate Trustee for payment to MTA as provided in theCertificate Trust Agreement in the amounts necessary to make the required deposits into the LeaseholdImprovement Fund, the Reserve Fund and Cost of Issuance Fund under the Certificate Trust Agreement for thebenefit of the Owners and Qualified Swap Providers for application in accordance with the terms of the CertificateTrust Agreement.

(Section 3)

Attachment 5 - 15

Covenants of Leasehold Improvement Sublessees

Each of MTA, the Transit Authority and the TBTA, severally and not jointly, as their interests may appearand in accordance with the respective Ground Lease Subleases, covenants as follows:

(a) to comply with the provisions of its respective Ground Lease Sublease, the Leasehold ImprovementLease and the Leasehold Improvement Sublease in all material respects;

(b) subject to the other provisions of the Leasehold Improvement Sublease, including Sections 10through 18 thereof, to timely complete, or cause to be completed its respective portion of the Series1999A Project and the Leasehold Improvement Completion Project, and upon the issuance ofAdditional Certificates or the provision of other funds therefor, its respective portion of the LeaseholdImprovement Completion Project;

(c) to use their best efforts to implement in material degree a relocation plan to the Demised Premises fortheir respective personnel and essential operations so as to substantially occupy tenancy in the portion of the Demised Premises for which tenant improvements are undertaken as part of the Project uponcompletion of each phase of the Project, and to maintain such operations in such portions of theDemised Premises at least through the Expiration Date; and

(d) to comply for the benefit of Lessor-Trustee with all of the covenants and obligations imposed onLeasehold Improvement Lessee pursuant to the Leasehold Improvement Lease.

(Section 4)

Agreement to Lease; Sublease Term

Subject to the terms and conditions of the Leasehold Improvement Sublease, Lessor-Trustee leases theDemised Premises to Leasehold Improvement Sublessees and Leasehold Improvement Sublessees hire and take theDemised Premises from Lessor-Trustee for a term commencing as of June 1, 1999 (the “Commencement Date”) andending on January 2, 2034, or on such later date on which all amounts required to be paid under the LeaseholdImprovement Sublease and the Certificate Trust Agreement (including amounts due on any Outstanding Certificatesand relating to any Parity Swap Obligations and Subordinated Swap Obligations) have been paid, or such soonerdate upon which the Leasehold Improvement Sublease shall have terminated or expired in accordance with the termsand conditions therein provided (the “Expiration Date”).

(Section 5)

Rent

(a) Leasehold Improvement Sublessees shall pay or cause to be paid Base Rent, Special SupplementalRent, Special Additional Supplemental Rent and Additional Rent in the amounts, at the times and in the manner setforth in the Leasehold Improvement Sublease, such amounts constituting in the aggregate the total lease paymentspayable under the Leasehold Improvement Sublease. Such amounts are payable severally, but not jointly, by MTA,the Transit Authority and the TBTA in their respective shares subject to the provisions of Section 30 of theLeasehold Improvement Sublease.

(b) Base Rent shall be paid in the amounts set forth or determined as described in the schedules set forthbelow, and as described in Exhibit B to the Leasehold Improvement Sublease, as amended from time to time, withrespect to the Series 1999A Certificates and the Series 2000A Certificates, and as described in the LeaseholdImprovement Sublease with respect to the Series 2004A Certificates, pursuant to the terms of the LeaseholdImprovement Sublease and of the Certificate Trust Agreement by transferring such amounts to the CertificateTrustee for deposit in the MTA Account of the Sublease Payment Fund, the Transit Authority Account of theSublease Payment Fund and the TBTA Account of the Sublease Payment Fund, as appropriate, not less than one (1)Business Day prior to each Sublease Base Rent Payment Date, without the necessity of any notice, demand, invoice

Attachment 5 - 16

or voucher from Certificate Trustee or Lessor-Trustee, and without offset or deduction of any amount whatsoever, itbeing the intent of the parties that such amounts shall be absolutely net of any other amounts or obligations providedfor in the Leasehold Improvement Sublease. Each payment of a Proportionate Share with respect to Base Rent shallinclude principal and interest components. Base Rent payable pursuant to this paragraph on each Sublease BaseRent Payment Date shall equal the aggregate amount of principal and interest required to be paid on such date withrespect to the Certificates. Any amount necessary to pay Base Rent or any portion thereof which is not so depositedor transferred to the MTA Account of the Sublease Payment Fund, the Transit Authority Account of the SubleasePayment Fund and the TBTA Account of the Sublease Payment Fund from the MTA Account of the Reserve Fund,the Transit Authority Account of the Reserve Fund or the TBTA Account of the Reserve Fund, as appropriate, shallremain due and payable until received by the Certificate Trustee.

As an additional element of Base Rent, there shall be paid to the Lessor-Trustee, by the transfer of suchamount to the Certificate Trustee for deposit in the MTA Account of the Reserve Fund, the Transit AuthorityAccount of the Reserve Fund or the TBTA Account of the Reserve Fund, as appropriate, on each Sublease BaseRent Payment Date for application as provided in the Certificate Trust Agreement, an amount equal to the ReserveFund Deficiency Payment created by MTA, the Transit Authority or the TBTA, as the case may be, then required.

Anything in the foregoing paragraphs to the contrary notwithstanding, the amount required to fund paymentof Base Rent and Special Supplemental Rent to be made on each Sublease Base Rent Payment Date and eachSublease Special Supplemental Rent Payment Date, respectively, shall be reduced by the amount of funds availableunder the Certificate Trust Agreement as a credit for such purpose, as specified in a notice from the CertificateTrustee to Leasehold Improvement Sublessees not less than fifteen (15) days prior to the applicable Sublease BaseRent Payment Date or Sublease Special Supplemental Rent Payment Date. Base Rent shall be payable at the officeof the Certificate Trustee designated in the Certificate Trust Agreement or at such other place as the CertificateTrustee may from time to time designate in writing to Leasehold Improvement Sublessees.

As security for the payment of (1) the principal components of Base Rent and the interest components ofBase Rent at least two Business Days prior to each Sublease Base Rent Payment Date, such amounts shall be paidby MTA, the Transit Authority and TBTA in their respective Proportionate Shares, and (2) the payment of any BaseRent consisting of a Reserve Fund Deficiency Payment on any Sublease Base Rent Payment Date, such amounts, ifany, in accordance with notice thereof by the Certificate Trustee, payable by any Leasehold Improvement Subleasein an amount equal the deficiency attributable to such Leasehold Improvement Sublessee’s payment shortfall, all tothe Certificate Trustee for deposit in the appropriate account of the Sublease Payment Fund or the Reserve Fund, asappropriate, in monthly installments as follows (subject to the provisions of the preceding paragraph):

(i) in the case of the principal component of the Base Rent payment due on January 1, 2005, in three equal monthly installments payable on the last Business Day of each month of 2004 commencing on the lastBusiness Day of October and in the case of the principal component of any Base Rent payment due onany other Sublease Base Rent Payment Date, in twelve equal monthly installments payable on the lastBusiness Day of each month of the year preceding such Sublease Base Rent Payment Date; and

(ii) in the case of the interest component of any Base Rent payment due on any such Sublease Base RentPayment Date or of any Base Rent payment consisting of a Reserve Fund Deficiency Payment due onany Sublease Base Rent Payment Date, in six equal monthly installments payable on the last BusinessDay of each of the six months immediately preceding such Sublease Base Rent Payment Date, or suchlesser number of installments as are required to reflect the fact that (A) such Certificates beganaccruing interest payable on a six month basis less than six months before a scheduled Sublease BaseRent Payment Date; or (B) such Certificates accrue interest payable on more frequently than a sixmonth basis.

(c) Leasehold Improvement Sublessees agree to pay the following amounts as Additional Rent in theirrespective Proportionate Shares, except as otherwise provided in Section 30 of the Leasehold ImprovementSublease:

(i) If during the Sublease Term, the ownership, leasing, rental, sale, purchase, possession or use of anyportion of the Project shall result in the imposition of any charges or taxes (state, local or federal),

Attachment 5 - 17

exclusive of taxes on or measured by Lessor-Trustee’s or Certificate Trustee’s income, LeaseholdImprovement Sublessees shall pay, as Additional Rent, an amount equal to the aforementioned chargesand taxes imposed in connection with such portion of the Project. At their own expense LeaseholdImprovement Sublessees may contest the assessment of such charges and taxes until they obtain a finaladministrative or judicial determination of their liability for such charges or taxes unless the portion ofthe Project is encumbered by any levy, lien or other type of encumbrance because of LeaseholdImprovement Sublessees’ failure to pay such charges and taxes.

(ii) The reasonable fees and expenses (including reasonable attorney’s fees, costs and disbursements) ofthe Lessor-Trustee and the Certificate Trustee, any investment agent or custodian, any legalconsultants, and financial and other professional consultant fees to the extent not otherwise paid fromthe Cost of Issuance Fund established under the Certificate Trust Agreement, shall be paid byLeasehold Improvement Sublessees as Additional Rent in accordance with arrangements entered intobetween Leasehold Improvement Sublessees and each such party.

(iii) Any and all other fees, costs or expenses of any nature whatsoever incurred by Lessor-Trustee inconnection with the Project, including without limitation attorneys’ fees, costs and expenses and otheramounts relating to the enforcement of the Leasehold Improvement Sublease or the performance onLeasehold Improvement Sublessees’s behalf of any of Leasehold Improvement Sublessees’ obligationsunder the Leasehold Improvement Sublease, it being the intent of the parties that this shall be a “triplenet” lease and that, as between Lessor-Trustee and Leasehold Improvement Sublessees, LeaseholdImprovement Sublessees shall be responsible for any and all fees, costs, charges, expenses or otheramounts payable in connection with the ownership, operation, maintenance, repair, alteration,restoration, leasing and marketing of the Project.

(iv) Amounts due pursuant to Section 19 of the Leasehold Improvement Sublease.

(d) Amounts constituting Additional Rent payable under Section 6(c) above may be paid by LeaseholdImprovement Sublessees directly to the persons to whom such amounts are payable, including the Lessor-Trustee,and the Certificate Trustee, and such Additional Rent shall not be deposited in, or be required to be deposited in, any Fund created under the Certificate Trust Agreement. Leasehold Improvement Sublessees shall pay all such amountswhen due or within thirty (30) days after notice in writing from Lessor-Trustee or the Certificate Trustee toLeasehold Improvement Sublessees stating the amount of Additional Rent then due and payable and the purposethereof, subject to the right of Leasehold Improvement Sublessees to contest the assessment of any charges or taxesas provided in subparagraph (i) of Section 6(c) above. Failure of the Leasehold Improvement Sublessees to pay anyamounts constituting Additional Rent shall not constitute an event of default under the Leasehold ImprovementSublease.

(e) (i) Leasehold Improvement Sublessees agree to pay at least two (2) Business Days prior to eachSublease Special Supplemental Rent Payment Date any regularly scheduled payments due under aParity Swap Obligation (x) in their respective Proportionate Shares in the case of Parity SwapObligations entered into by MTA on behalf of itself and the other Leasehold Improvement Subleasesand (y) in an amount equal to their respective regularly scheduled payments due under any Parity SwapObligations entered into by the Leasehold Improvement Sublessees individually, except in either caseas otherwise provided in Section 30 of the Leasehold Improvement Sublease.

Special Supplemental Rent shall be paid by transferring such amounts to the Certificate Trustee for depositin the MTA Account of the Sublease Payment Fund, the Transit Authority Account of the Sublease Payment Fundand the TBTA Account of the Sublease Payment Fund, as appropriate, not less than two (2) Business Days prior toeach Sublease Special Supplemental Rent Payment Date for any regularly scheduled payments due under a ParitySwap Obligation, without the necessity of any notice, demand, invoice or voucher from Certificate Trustee orLessor-Trustee, and without offset or deduction of any amount whatsoever, it being the intent of the parties that such amounts shall be absolutely net of any other amounts or obligations provided for in the Leasehold ImprovementSublease. Special Supplemental Rent payable pursuant to this paragraph on each Sublease Special SupplementalRent Payment Date shall equal the aggregate amount required to be paid on such date as provided in the appropriateParity Swap Obligation. Any amount necessary to pay Special Supplemental Rent or any portion thereof which is

Attachment 5 - 18

not so deposited or transferred to the MTA Account of the Sublease Payment Fund, the Transit Authority Accountof the Sublease Payment Fund and the TBTA Account of the Sublease Payment Fund from the MTA Account of theReserve Fund, the Transit Authority Account of the Reserve Fund or the TBTA Account of the Reserve Fund, asappropriate, shall remain due and payable until received by the Certificate Trustee.

Special Supplemental Rent shall be payable at the office of the Certificate Trustee designated in theCertificate Trust Agreement or at such other place as the Certificate Trustee may from time to time designate inwriting to Leasehold Improvement Sublessees.

(ii) Leasehold Improvement Sublessees agree to pay directly to the Qualified Swap Provider entitledthereto on the due date thereof any termination or other fees, expenses, indemnification or other similarpayments due under a Subordinated Swap Obligation, in their respective Proportionate Shares, exceptas otherwise provided in Section 30 of the Leasehold Improvement Sublease.

Special Additional Supplemental Rent payable pursuant to this paragraph on each Sublease SpecialAdditional Supplemental Rent Payment Date shall equal the aggregate amount required to be paid on such date asprovided in the appropriate Subordinated Swap Obligation.

Payments of Special Additional Supplemental Rent shall not be paid by any Leasehold ImprovementSublessee unless and until all Proportionate Shares of Base Rent and Special Supplemental Rent that are then dueand payable have been made to the Certificate Trustee.

Special Additional Supplemental Rent shall be payable at the office of the Qualified Swap Providerdesignated in the Subordinated Swap Obligation or at such other place as the Qualified Swap Provider may fromtime to time designate in writing to Leasehold Improvement Sublessees.

(f) (i) Amounts constituting Rent not paid by a Leasehold Improvement Sublessee may be paid byanother Leasehold Improvement Sublessee and the Certificate Trustee shall accept such payment as ifmade by the entity or entities which failed to fulfill such entity’s or entities’ payment obligation.

(ii) In the event a Leasehold Improvement Sublessee fails to make a payment of an amountconstituting Rent to the Certificate Trustee when due and payable, the Certificate Trustee shall givenotice of such failure to all Qualified Swap Providers.

The following schedule sets forth the Proportionate Shares of Base Rent of the Transit Authority, MTA(solely on behalf of LIRR and MNCRC) and TBTA for the Certificates.

[Remainder of Page Intentionally Left Blank]

Attachment 5 - 19

Aggregate Base Rent Requirements(1) (2)

12 Months

Ending

January 1

Aggregate Base

Rent

Requirements

Transit

Authority Share

68.7%

MTA Share

21.0%

TBTA Share

10.3%

2005 $ 26,831,735 $ 18,433,402 $ 5,634,664 $ 2,763,669

2006 29,732,365 20,426,135 6,243,797 3,062,434

2007 25,496,187 17,515,881 5,354,199 2,626,107

2008 25,499,897 17,518,429 5,354,978 2,626,489

2009 27,978,601 19,221,299 5,875,506 2,881,796

2010 27,985,983 19,226,370 5,877,056 2,882,556

2011 27,993,572 19,231,584 5,878,650 2,883,338

2012 27,998,762 19,235,150 5,879,740 2,883,873

2013 28,006,422 19,240,412 5,881,349 2,884,662

2014 28,019,497 19,249,395 5,884,094 2,886,008

2015 28,065,597 19,281,065 5,893,775 2,890,756

2016 28,109,571 19,311,275 5,903,010 2,895,286

2017 28,135,070 19,328,793 5,908,365 2,897,912

2018 28,180,989 19,360,340 5,918,008 2,902,642

2019 28,231,660 19,395,150 5,928,649 2,907,861

2020 28,282,492 19,430,072 5,939,323 2,913,097

2021 28,335,368 19,466,398 5,950,427 2,918,543

2022 28,381,095 19,497,813 5,960,030 2,923,253

2023 28,452,092 19,546,587 5,974,939 2,930,566

2024 28,493,816 19,575,252 5,983,701 2,934,863

2025 28,557,951 19,619,313 5,997,170 2,941,469

2026 28,637,670 19,674,080 6,013,911 2,949,680

2027 28,686,253 19,707,456 6,024,113 2,954,684

2028 28,752,014 19,752,633 6,037,923 2,961,457

2029 28,833,605 19,808,686 6,055,057 2,969,861

2030 6,652,975 4,570,594 1,397,125 685,256

Totals: $708,331,241 $486,623,562 $148,749,561 $72,958,118

____________________(1) Totals may not add due to rounding.

(2) The Transit Authority is obligated to pay 68.7% of the principal and interest components of Base Rentpayments due with respect to the Certificates and 68.7% of the Ground Lease Net Rental. MTA (solelyon behalf of LIRR and MNCRC) is obligated to pay 21.0% of the principal and interest components ofBase Rent payments due with respect to the Certificates and 21.0% of the Ground Lease Net Rental.TBTA is obligated to pay 10.3% of the principal and interest components of Base Rent payments duewith respect to the Certificates and 10.3% of the Ground Lease Net Rental.

(Section 6)

Attachment 5 - 20

Optional Prepayment

In the event that the Leasehold Improvement Sublessees exercise their option to prepay the principal andinterest components of Base Rent payable under the Leasehold Improvement Sublease with respect to allOutstanding Certificates and terminate all principal and interest components of Base Rent under the LeaseholdImprovement Sublease and all outstanding Qualified Swaps, and comply with all of the conditions of such option,then all right, title and interest (including license or other property rights) of the Lessor-Trustee in and to theDemised Premises, or any part thereof, shall be conveyed to and vested in or as directed by the LeaseholdImprovement Sublessees without the necessity of any other instruments or documents of transfer and conveyance oftitle in and to the Demised Premises, or any part thereof, provided, however, that Lessor-Trustee shall promptlyexecute and deliver to Leasehold Improvement Sublessees or Leasehold Improvement Sublessees’ designee suchinstrument and documents confirming and otherwise relating to such conveyance as Leasehold ImprovementSublessees or their designee may request.

Upon transfer to Leasehold Improvement Sublessees or their designee of all right, title and interest(including license or other property rights) in and to the Demised Premises, or any part thereof, pursuant to Section 9of the Leasehold Improvement Sublease, the Lessor-Trustee shall warrant to Leasehold Improvement Sublessees ortheir designee that title (or other rights, as applicable) to the Demised Premises, or any part thereof, so transferred isfree and clear of any liens, charges or other encumbrances created by the Lessor-Trustee and shall execute anddeliver any and all such deeds and other instruments and assurances of conveyance as may be reasonably necessaryor proper to consummate such transfer and such discharge.

(Section 9)

Changes, Alterations and Additions

Leasehold Improvement Sublessees shall be entitled, subject to the applicable provisions of the GroundLease and Ground Lease Subleases, to make such alterations, installations and structural changes to the DemisedPremises or any part thereof as Leasehold Improvement Sublessees shall determine to be necessary or desirable,provided that:

(a) All changes, alterations and additions, when completed, shall be of such a character as not to reducethe value or utility of the Demised Premises, or any part thereof, below its value or utility immediatelybefore construction of such change, alteration or addition.

(b) All changes, alterations and additions shall be made promptly and in good and workmanlike manner incompliance with all applicable Legal Requirements (as defined in the Leasehold Improvement Lease).

(c) Reasonable and customary insurance shall be maintained during the conduct of any changes,alterations and additions, provided that this requirement may be satisfied by a commercially reasonablyprogram of self-insurance.

(Section 10)

Maintenance and Repair

(a) Leasehold Improvement Sublessees shall not cause or permit any waste of the Demised Premises, ordestroy or modify the Demised Premises except as expressly permitted by the Leasehold Improvement Sublease.

(b) Leasehold Improvement Sublessees, at their sole expense, shall keep the Demised Premises and theadjoining sidewalks and curbs clean and in good condition free of accumulations of snow, ice, dirt and rubbish, andshall promptly make all repairs and replacements (including structural repairs), foreseen and unforeseen, ordinaryand extraordinary, necessary to maintain the Demised Premises in good working order and a clean and attractivecondition. Leasehold Improvement Sublessees assume the full and sole responsibility of furnishing all services orfacilities to the Demised Premises, including, but not limited to, furnishing heat, electricity, air conditioning and

Attachment 5 - 21

water, and Leasehold Improvement Sublessees also assume the full and sole responsibility for the condition,operation, repair, maintenance and management of the Demised Premises.

(c) The Leasehold Improvement Sublessees shall keep and maintain all fixtures, machinery and equipmentinstalled in, affixed to, placed upon or used in connection with the Demised Premises in good and usable conditionthroughout the Term of the Leasehold Improvement Sublease. Leasehold Improvement Sublessees shall not removeany fixtures, machinery or equipment used in the physical operation of the Demised Premises, except for repairs,cleaning or other servicing, unless the same shall be obsolete or no longer necessary to the operation of the DemisedPremises, or replaced by fixtures, machinery or equipment similar in function, kind and quality. Where furnished byor at the expense of the Leasehold Improvement Sublessees or any Sublessee, furniture, furnishings, trade fixtures,and business equipment not used in the physical operation of the Project may be removed by LeaseholdImprovement Sublessees or such Sublessee, at or prior to termination of the Leasehold Improvement Sublease;provided, however, that Leasehold Improvement Sublessees shall repair any damage caused by removal of anyfurniture, furnishings, fixtures, machinery and equipment.

(d) To the extent permitted by law, and as a material inducement to Lessor-Trustee’s entering into theLeasehold Improvement Sublease, Leasehold Improvement Sublessees expressly waive the benefit of any existingor future statute, law, ordinance or judicial or administrative decision of any Governmental Authority which wouldotherwise permit the Leasehold Improvement Sublessees to make repairs or replacements at Lessor-Trustee’sexpense, or to terminate the Leasehold Improvement Sublease because of Lessor-Trustee’s failure to keep theProject, or any part thereof, in good order, condition and repair, or to abate or reduce any of Leasehold ImprovementSublessees’ obligations under the Leasehold Improvement Sublease on account of the Project, or any part thereof,being in need of repair or replacement.

(Section 12)

Liens

Except as otherwise provided in the Leasehold Improvement Sublease, the Ground Lease or the GroundLease Subleases, the respective Leasehold Improvement Sublessees shall cause the Demised Premises to be keptfree and clear of all liens, charges and other encumbrances caused by such party, other than PermittedEncumbrances. Except for the interests of Lessor-Trustee created under the Leasehold Improvement Sublease andexcept as otherwise provided in Section 18 thereof, Lessor-Trustee will keep the Demised Premises free and clear ofany liens, charges or other encumbrances created by the Lessor-Trustee.

(Section 14)

Risk of Loss; Damage, Destruction; Condemnation

Subject to any provision of the Ground Lease or the Ground Lease Subleases (except with respect to anypayment of Additional Rent under the Leasehold Improvement Sublease):

(a) Subject to clauses (b)(iv) and (c) below, the Leasehold Improvement Sublessees assume all risk of lossof or damage to the Demised Premises from any cause whatsoever, and no such loss of or damage tothe Demised Premises, nor taking by condemnation thereof by governmental authorities, nor defecttherein nor unfitness nor obsolescence thereof shall relieve the Leasehold Improvement Sublessees ofany of their respective obligations under the Leasehold Improvement Sublease.

(b) (i) Subject to clause (iv) below, in case of damage to or destruction of the Demised Premises, or anyportion thereof, by fire or any other cause, similar or dissimilar, insured or uninsured, LeaseholdImprovement Sublessees shall promptly, and at no expense to Lessor-Trustee, restore, repair, replaceor rebuild the Demised Premises. Such restoration, repairs, replacements or rebuilding shall beprosecuted with due diligence and in good faith, and in accordance with the requirements of theLeasehold Improvement Sublease.

Attachment 5 - 22

(ii) Subject to clause (iv) below, if insurance proceeds, if any, are less than the cost of any restoration,repairs, replacement or rebuilding required by the Leasehold Improvement Sublease, then LeaseholdImprovement Sublessees shall pay any deficiency.

(iii) Subject to clause (iv) below, Leasehold Improvement Sublessees’ responsibilities to pay Rent, andLeasehold Improvement Sublessees’s obligations to perform all other covenants and agreements underthe Leasehold Improvement Sublease, shall not be affected by any such damage to or destruction of theDemised Premises, and Leasehold Improvement Sublessees waive the provisions of any statute or lawnow or hereafter in effect that would otherwise relieve Leasehold Improvement Sublessees from suchobligations. Section 15 of the Leasehold Improvement Sublease shall be deemed to be an “expressagreement to the contrary” for purposes of Section 227 of the New York Real Property Law.

(iv) The Leasehold Improvement Sublease requires the Leasehold Improvement Sublessees to continue to make payments of Rent under the Leasehold Improvement Sublease notwithstanding damage to ordestruction of all or any portion of the Demised Premises unless there is substantial interference withthe use and occupancy by the Leasehold Improvement Sublessees of the Demised Premises or any partthereof. In that case, notwithstanding any other provision of the Leasehold Improvement Sublease, tothe extent that proceeds from rental interruption insurance or amounts in the Sublease Payment Fundare not available to make payments of Rent under the Leasehold Improvement Sublease, then thepayment of Rent (other than Additional Rent) thereunder shall be abated in an amount agreed upon bythe Leasehold Improvement Sublessees and the Certificate Trustee, such that the resulting payment ofRent thereunder represents fair consideration for the use and occupancy of the portions of the DemisedPremises not damaged or destroyed, until replacement or repair of the damaged portion of the DemisedPremises is substantially completed.

(c) (i) Subject to the terms of the Certificate Trust Agreement, if, at any time during the term of theLeasehold Improvement Sublease, the whole or substantially all of the Demised Premises shall betaken for any public or quasi-public purpose by any lawful power or authority by the exercise of theright of condemnation or eminent domain, or by agreement with those authorized to exercise suchright, the Leasehold Improvement Sublease shall terminate on the date of such taking and the Rentshall be apportioned and paid to the date of such taking.

(ii) If less than substantially all of the Demised Premises shall be taken, then the LeaseholdImprovement Sublease shall be deemed terminated as to the part so taken as of the date of such taking,but shall continue in full force and effect for that part not taken, without reduction, abatement or effectupon the term of the Leasehold Improvement Sublease or the liability of Leasehold ImprovementSublessees to pay in full the charges and amounts provided to be paid by Leasehold ImprovementSublessees, but the Base Rent and Special Supplemental Rent shall be apportioned and reduced as of,and from, the date of each such partial taking such that, following application of any condemnationaward (or proceeds of any sale in lieu thereof) in accordance with the applicable provisions of theCertificate Trust Agreement, payments of Base Rent and Special Supplemental Rent under theLeasehold Improvement Sublease shall correspond to the remaining payments of principal and interestin respect of the Certificates required pursuant to the Certificate Trust Agreement and remainingpayments under any Parity Swap Obligation. Following any such apportionment of Rent, Lessor-Trustee shall prepare and attach to the Leasehold Improvement Sublease a revised Exhibit B.

(iii) In the event of any taking referred to in clause (i) or (ii) above, partial, whole or substantially all,as the case may be, Lessor-Trustee and Leasehold Improvement Sublessees agree that the award orawards applicable to the Demised Premises resulting from condemnation or eminent domain asdetermined by a court of competent jurisdiction or the proceeds pursuant to a written agreement in lieuthereof shall be deposited with the Certificate Trustee, to be disbursed in accordance with theapplicable provisions of the Certificate Trust Agreement, and Lessor-Trustee and LeaseholdImprovement Sublessees each assigns to the Certificate Trustee its respective interest in anycondemnation award.

Attachment 5 - 23

(iv) If the Demised Premises shall be damaged or partially destroyed by any taking referred to inclause (ii) above, the Leasehold Improvement Sublessees shall give prompt notice thereof to Lessor-Trustee and the Certificate Trustee and, regardless of the amount or allocation of any award made inrespect of such taking, Leasehold Improvement Sublessees shall proceed with reasonable diligence toconduct any necessary demolition and to repair, replace or rebuild the portion of the Demised Premisesnot so taken so as to constitute such remaining portion a complete, rentable building in good conditionand repair, suitable for use as an office building. If the cost of any work necessary to repair, replace orrebuild any such damage or destruction shall exceed the amount, if any, paid to the Certificate Trusteepursuant to clause (iii) above, Leasehold Improvement Sublessees shall pay any deficiency.

(v) If temporary use of the whole or any part of the Demised Premises shall be taken at any timeduring the term of the Leasehold Improvement Sublease for any public or quasi-public purpose,Leasehold Improvement Sublessees shall give prompt notice to Lessor-Trustee and the CertificateTrustee and the term of the Leasehold Improvement Sublease shall not be reduced or affected in anyway and Leasehold Improvement Sublessees shall continue to pay the full Rent provided for in theLeasehold Improvement Sublease. Any award or payment for such temporary use shall be depositedwith the Certificate Trustee and applied in accordance with the applicable provisions of the CertificateTrust Agreement. If such taking results in changes or alterations in or to the Demised Premises thatwould necessitate expenditure, after repossession, to restore it to its former condition, and suchtemporary taking shall end prior to termination of the Leasehold Improvement Sublease, LeaseholdImprovement Sublessees shall restore the Demised Premises.

(vi) For purposes of Section 15(c) of the Leasehold Improvement Sublease, the Demised Premises or a part thereof shall be deemed to have been taken or condemned on the date on which actual possessionof the Demised Premises or a part thereof, as the case may be, is acquired by any lawful power orauthority or the date on which title vests therein, whichever is earlier. Any right of entry which may begranted by Lessor-Trustee or Leasehold Improvement Sublessees to any condemning authority shallnot affect the date on which the Demised Premises or a part thereof shall be deemed to have been takenor condemned.

(Section 15)

Insurance

With respect to the Demised Premises, Leasehold Improvement Sublessees shall, during the SubleaseTerm, self insure, with or without providing any reserves therefor, or purchase and maintain insurance specificallyas to casualty occurrences. Leasehold Improvement Sublessees shall also self insure, with or without providing anyreserves therefor, specifically as to public liability and property damage or, in lieu thereof, purchase and maintain, or cause to be purchased and maintained, public liability and property damage insurance with respect to the DemisedPremises.

Leasehold Improvement Sublessees shall additionally purchase and maintain rental interruption or use andoccupancy insurance in an amount not less than the maximum remaining scheduled Rent (other than AdditionalRent) payments in any three (3) future Certificate years; and shall obtain title insurance insuring the LeaseholdImprovement Sublessees’ leasehold estate in the Demised Premises (to the extent such Demised Premises constitutea category of property for which title insurance may be obtained), subject to Permitted Encumbrances. LeaseholdImprovement Sublessees shall, to the extent necessary to pay or provide for the payment of any Certificates thatremain Outstanding or for the payment of other amounts required to be paid pursuant to Section 7.02 of theCertificate Trust Agreement, pay over to the Certificate Trustee the proceeds of any title insurance maintained withrespect to the Demised Premised by such entities, whether as Leasehold Improvement Sublessees, as sublesseesunder the Ground Lease or otherwise.

Any insurance policy with respect to casualty occurrences or rental interruption or use and occupancyissued pursuant to Section 16 of the Leasehold Improvement Sublease (and under the Ground Lease Subleases withrespect to the Demised Premises) shall name Lessor-Trustee and the Certificate Trustee as additional insured andshall provide that Lessor-Trustee and the Certificate Trustee shall be notified of any proposed cancellation of such

Attachment 5 - 24

policy thirty (30) days prior to the date set for cancellation. The proceeds under such insurance shall be payable toLeasehold Improvement Sublessees and Lessor-Trustee or the Certificate Trustee as their interests may appear under the terms and conditions of the Leasehold Improvement Sublease. Upon issuance of any series of Certificates andupon each insurance renewal, Leasehold Improvement Sublessees shall deliver or cause to be delivered to Lessor-Trustee and to the Certificate Trustee a certificate evidencing such insurance.

In the event of any loss, damage beyond repair, destruction or condemnation involving all or any portion ofthe Demised Premises, Leasehold Improvement Sublessees shall promptly provide or cause to be provided toLessor-Trustee and the Certificate Trustee written notice thereof and make available or cause to be made available to Lessor-Trustee and the Certificate Trustee all information and documentation relating thereto.

(Section 16)

Option to Prepay

Leasehold Improvement Sublessees, acting through an Authorized Authority Representative, shall have theoption to prepay all or a portion of the principal and interest components of Base Rent payable under the LeaseholdImprovement Sublease with respect to Series 1999A Certificates, Series 2000A Certificates, Series 2004ACertificates and any Additional Certificates in accordance with the provisions for prepayment set forth in theCertificate Trust Agreement or any Supplemental Certificate Trust Agreement. The Leasehold ImprovementSublease shall terminate in the event that: (a) an Authorized Authority Representative shall have given Lessor-Trustee and the Certificate Trustee not less than forty-five (45) days’ prior written notice stating the date on whichthe Leasehold Improvement Sublease shall terminate (which date shall be the first business day of the month), (b) on or before the date set forth in such notice an Authorized Authority Representative shall have delivered to theCertificate Trustee (i) an amount that, with the interest to be earned thereon, shall be sufficient to pay the principaland interest components of Base Rent under the Leasehold Improvement Sublease and the related interest, principaland any prepayment premium on all Outstanding Certificates to the earliest date upon which the Base Rent andCertificates may be prepaid in accordance with the Certificate Trust Agreement and any Supplemental CertificateTrust Agreement, plus (ii) an amount equal to the sum of all other amounts then payable under the LeaseholdImprovement Sublease, the Certificate Trust Agreement and any Supplemental Certificate Trust Agreement orotherwise in respect of the Certificates, and (c) all Qualified Swaps have been terminated and all termination feesdue thereunder have been paid to each Qualified Swap Provider.

(Section 17)

Sublease and Assignment

(a) Any interest of a Leasehold Improvement Sublessee in the Demised Premises may be sublet, assigned,transferred, conveyed, pledged, hypothecated or otherwise disposed of at any time by a Leasehold ImprovementSublessee to a Government Related Entity, provided, that the Leasehold Improvement Sublessee that is subletting,assigning, transferring, conveying, pledging, hypothecating or otherwise disposing of all or a portion of its interest(the “Transferor”) remains primarily liable for its obligation to pay its Proportionate Share of Base Rent, SpecialSupplemental Rent and Special Additional Supplemental Rent. For purposes of Section 18 of the LeaseholdImprovement Sublease, a sublease, assignment, transfer, conveyance, pledge, hypothecation or other disposal isreferred to as a “Transfer”. The granting of a security interest by the Transferor is also considered a Transfer underthe Leasehold Improvement Sublease. “Government Related Entity” means the United States government, the State,the City of New York, any department or agency thereof and any other municipal, public or quasi-public authoritynow existing or hereafter created or applied and any trustee or bond trustee under a special purpose trust for thebenefit of bond or certificate holders or any of the foregoing including, but not limited to, the Ground Lease Lesseeand MTA as agent for the Ground Lease Lessee.

(b) A Transfer with respect to the Demised Premises may also be effected by a Transferor to an entity thatis not a Government Related Entity, provided (1) the Transferor remains primarily liable for its obligation to pay itsProportionate Share of Base Rent, Special Supplemental Rent and Special Additional Supplemental Rent, and (2)each Insurer affected thereby consents in writing thereto.

Attachment 5 - 25

(c) No such Transfer under Section 18 of the Leasehold Improvement Sublease shall become effectiveuntil the Transferor provides notice thereof to the Certificate Trustee, accompanied by the consent of each Insurer ifrequired by subsection (b) above. In addition, the Transferor shall also provide an opinion of Certificate Counsel tothe effect that the interest component of Base Rent payable on the series of Certificates affected by the Transfer shallnot be included in gross income for federal income tax purposes.

(d) Assignments of the Leasehold Improvement Sublease shall not be permitted, except in accordance withthe provisions relating to Transfers, unless each Insurer affected thereby consents thereto in writing.

(e) Lessor-Trustee shall not assign, transfer, convey, sublet or otherwise dispose of its right, title orinterest in the Leasehold Improvement Sublease without the prior written consent of Leasehold ImprovementSublessees. Lessor-Trustee represents and Leasehold Improvement Sublessees acknowledge that Lessor-Trusteewill assign without recourse its right, title and interest in and to all payments of Base Rent, Special SupplementalRent and Special Additional Supplemental Rent required to be made pursuant to the Leasehold ImprovementSublease, all other amounts required to be paid to the Certificate Trustee under the Leasehold Improvement Sublease(other than any such amounts which constitute Additional Rent payable to the Lessor-Trustee or the CertificateTrustee), the right to enforce the covenants and agreements of the Leasehold Improvement Sublessees contained inSections 4, 19 and 30 of the Leasehold Improvement Sublease, and the right to enforce the remedies provided inSection 21 of the Leasehold Improvement Sublease to the Certificate Trustee on behalf of the Owners of theCertificates and each Qualified Swap Provider. Leasehold Improvement Sublessees authorize and consent to suchassignment. Upon such assignment, all consents or waivers to be given or made or action to be taken by Lessor-Trustee pursuant to the Leasehold Improvement Sublease shall be sufficient for purposes of the LeaseholdImprovement Sublease if given, made or taken by the Certificate Trustee. Each of the Leasehold ImprovementSublessees agree to perform or cause to be performed each and every obligation on its part to be performed underthe Leasehold Improvement Sublease for the benefit of the Certificate Trustee on behalf of the Owners of theCertificates and each Qualified Swap Provider, and each of the Leasehold Improvement Sublessees agree to makeall payments of Base Rent and Special Supplemental Rent directly to Certificate Trustee for deposit to the SubleasePayment Fund or the Reserve Fund established under the Certificate Trust Agreement, as appropriate and to makeall payments of Special Additional Supplemental Rent directly to the Qualified Swap Providers. The CertificateTrustee shall have all of the rights of Lessor-Trustee under the Leasehold Improvement Sublease assigned to theCertificate Trustee. Notwithstanding any assignment permitted by this paragraph, Lessor-Trustee shall be entitled(i) to receive copies of all notices given under the Leasehold Improvement Sublease; (ii) to be reimbursed forexpenses expressly authorized to be paid by Lessor-Trustee pursuant to the Leasehold Improvement Sublease; and(iii) to rely on the covenants, representations and warranties of Leasehold Improvement Sublessees contained in theLeasehold Improvement Sublease. The provisions applicable to Lessor-Trustee in Sections 16 and 32 of theLeasehold Improvement Sublease shall survive such assignment. From and after such assignment, no amendmentshall be made of the Leasehold Improvement Sublease which affects the rights and obligations of Lessor-Trusteewithout the prior written consent of Lessor-Trustee.

(f) Subject to the foregoing, the Leasehold Improvement Sublease shall inure to the benefit of and bebinding upon the successors and assigns of the parties to the Leasehold Improvement Sublease and the CertificateTrustee on behalf of the Owners of the Certificates and each Qualified Swap Provider.

(Section 18)

Attachment 5 - 26

Tax Covenant

Except to the extent otherwise authorized in the Certificate Trust Agreement, the Leasehold ImprovementSublessees each covenant and agree, respectively, that it will maintain the exclusion from gross income of theinterest component of payments of Base Rent received or accrued by Owners of the Certificates pursuant to Section103(a) of the 1986 Code, as defined below. In furtherance thereof, each of the Leasehold Improvement Sublessees,respectively, will comply with the Tax Certificate (including any supplements thereto or amendments thereof). Each of the Leasehold Improvement Sublessees, respectively, further covenant that each will pay or cause to be paid asAdditional Rent, in accordance with Section 30(f) of the Leasehold Improvement Sublease, to the United StatesTreasury Department the amounts, if any, necessary to satisfy the rebate requirements of Section 148(f) of the 1986Code.

As used in this covenant, 1986 Code shall mean the Internal Revenue Code of 1986, as amended, and theapplicable regulations thereunder.

Notwithstanding any other provision of the Certificate Trust Agreement to the contrary, upon the failure ofany Leasehold Improvement Sublessees to observe, or refusal to comply with, the above covenant, the Owners ofthe Certificates, or the Certificate Trustee acting on their behalf, shall be entitled to the rights and remedies providedto Owners of the Certificates or the Certificate Trustee under Article V of the Certificate Trust Agreement.

Notwithstanding the foregoing, at the written direction of an Authorized Authority Representative, theCertificate Trustee may issue all or any portion of the Certificates in one or more series as taxable Certificates.

(Section 19)

Events of Default

The term “Event of Default,” as used in the Leasehold Improvement Sublease, means the occurrence of any one or more of the following events:

(a) Leasehold Improvement Sublessees fail to make or cause to be made any deposit of Base Rent, SpecialSupplemental Rent or Special Additional Supplemental Rent (unless such payment is made by transferof necessary amounts from the Reserve Fund) as required in accordance with the terms of theLeasehold Improvement Sublease (including any portion of any payment of Base Rent or SpecialSupplemental Rent constituting a Reserve Fund Deficiency Payment); or

(b) Leasehold Improvement Sublessees fail to observe the tax covenant contained in Section 19 of theLeasehold Improvement Sublease or the provisions of the Leasehold Improvement Sublease orLeasehold Improvement Sublessees fail to observe or comply with any of the provisions of theLeasehold Improvement Sublease, and such failure is not cured within sixty (60) days after writtennotice thereof to Leasehold Improvement Sublessees by Lessor-Trustee or the Certificate Trustee.

(Section 20)

Remedies

Upon the occurrence of any Event of Default set forth in Section 20(a) of the Leasehold ImprovementSublease, the Certificate Trustee shall, and upon the occurrence of any Event of Default set forth in Section 20(b) ofthe Leasehold Improvement Sublease, the Certificate Trustee may, and, upon the written request of the Owners ofnot less than twenty five (25) percent in aggregate principal amount of the Certificates then Outstanding andindemnification by such Owners, the Certificate Trustee shall, exercise any one or more of the following remedies inaccordance with Sections 5.04 and 5.05 of the Certificate Trust Agreement:

(a) by suit, action or special proceeding enforce all rights of the Certificateholders or Qualified SwapProviders, including the covenants and agreements contained in Sections 4, 19 and 30 of the Leasehold

Attachment 5 - 27

Improvement Sublease, and require the Leasehold Improvement Sublessees to carry out any otheragreements with the Certificateholders and Qualified Swap Providers and to perform their respectiveduties under the Leasehold Improvement Sublease; or

(b) by written notice to the Leasehold Improvement Sublessees, request that each Leasehold ImprovementSublessee (and each Leasehold Improvement Sublessee agrees that it will), at such LeaseholdImprovement Sublessee’s expense, promptly surrender possession of the Demised Premises to theCertificate Trustee or the Certificate Trustee may, at its option, take possession of the DemisedPremises; or

(c) sell or otherwise dispose of the Certificate Trustee’s interest in the Demised Premises or the LeaseholdImprovement Sublease or sublease it for the account of the Leasehold Improvement Sublessees,holding the Leasehold Improvement Sublessees liable for all Sublease Payments and other paymentsdue prior to the effective date of such selling, leasing, other disposition or subleasing and for thedifference between the rental and other amounts paid by the purchaser, lessee, or sublessee pursuant tosuch sale, lease, other disposition or sublease and the amounts payable by Leasehold ImprovementSublessees under the Leasehold Improvement Sublease; provided that any excess proceeds from suchsale, lease, other disposition or sublease, after deduction for and payment of fees, expenses and taxeslevied on such sale, lease, other disposition or sublease, and distribution to the holders of theCertificates in the amount of the unpaid principal and accrued and unpaid interest with respect to theCertificates, shall be paid to the Leasehold Improvement Sublessees; or

(d) by written notice to the Leasehold Improvement Sublessees, re-enter and relet the Demised Premises,for the account of the respective Leasehold Improvement Sublessees, and for the remainder of the termthe respective Leasehold Improvement Sublessees shall be responsible for the payment of amounts asrequired by Section 6 of the Leasehold Improvement Sublease, with any excess proceeds (afterdeduction for fees and expenses relating to such re-letting and distribution to the Owners in the amountof the unpaid principal and accrued and unpaid interest with respect to the Certificates) from such re-letting being paid to MTA on behalf of the Leasehold Improvement Sublessees. In such instance, theLeasehold Improvement Sublessees shall surrender the Demised Premises to the Certificate Trustee, inthe condition, state or repair and appearance required under the Leasehold Improvement Subleasewithin ten days of such notice in accordance with the instructions of the Certificate Trustee. In theevent that all amounts due with respect to the Outstanding Certificates have been paid or provided for,the proceeds of such re-letting, less all costs of re-letting, including attorneys fees, shall be paid to theLeasehold Improvement Sublessees; or

(e) by action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rightsof the Lessor-Trustee, the Certificate Trustee, the Certificateholders or Qualified Swap Providers underthe Certificate Trust Agreement.

The provisions of Section 3.21 of the Certificate Trustee Agreement treating the Insurer as the sole Holderof Insured Certificates for purposes of any direction or instruction of remedies by the Holder of the InsuredCertificates upon default or any waiver of default shall apply equally to the provisions of the LeaseholdImprovement Sublease described in this section.

The Certificate Trustee shall not have the right to declare all payments of Base Rent immediately due andpayable or to terminate a Qualified Swap.

The Leasehold Improvement Sublessees will remain liable for all obligations under the LeaseholdImprovement Sublease, as their respective interests may appear, and for all legal fees and other costs and expenses,including court costs, when and if deemed appropriate and awarded by a court of competent jurisdiction, incurred byLessor-Trustee with respect to the enforcement of any of the remedies listed above or any other remedy available toLessor-Trustee thereunder, when it is finally adjudicated by a court of competent jurisdiction that LeaseholdImprovement Sublessees are in default under the Leasehold Improvement Sublease. The obligations of LeaseholdImprovement Sublessees pursuant to the next preceding sentence shall survive the termination of the LeaseholdImprovement Sublease and the final payment of the Certificates.

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The Leasehold Improvement Sublessees acknowledge that the rights of the Certificate Trustee to exerciseremedies under Section 21 of the Leasehold Improvement Sublease are for the benefit of the Owners of theCertificates and each Qualified Swap Provider.

All remedies shall be applicable to Special Additional Rent and Special Additional Supplemental Rent inthe same manner as Base Rent.

(Section 21)

Obligations and Agreements of the Leasehold Improvement Sublessees Under the Leasehold Improvement

Sublease

(a) The obligation of MTA, on behalf of LIRR and MNCRC, to make payments under the LeaseholdImprovement Sublease and the Certificate Trust Agreement, including the payment of Rent, is not subject to any set-off, defense, counterclaim or recoupment for any reason whatsoever, and is payable solely from AvailableTransportation Revenues after the payment of Senior Transportation Obligations.

(b) The obligation of the Transit Authority to make payments under the Leasehold ImprovementSublease and the Certificate Trust Agreement, including the payment of Rent is not subject to any set-off, defense,counterclaim or recoupment for any reason whatsoever, and is payable solely from Available TransportationRevenues after the payment of Senior Transportation Obligations.

(c) The obligation of the TBTA to make payments under the Leasehold Improvement Sublease andthe Certificate Trust Agreement, including the payment of Rent, is not subject to any set-off, defense, counterclaimor recoupment for any reason whatsoever, and is payable solely from Available TBTA Revenues after the paymentof Senior TBTA Obligations.

(d) The Leasehold Improvement Sublessees each acknowledge that all their respective obligations,covenants and agreements set forth in the Leasehold Improvement Sublease may be enforced by the CertificateTrustee for the benefit of the Owners from time to time of the Certificates and each Qualified Swap Provider.

(e) Except for the obligation to pay Base Rent, Special Supplemental Rent and Special AdditionalSupplemental Rent under the Leasehold Improvement Sublease and any other covenants, agreements or obligationsof the Leasehold Improvement Sublessees specifically provided in the Leasehold Improvement Sublease or underthe Qualified Swaps, the Leasehold Improvement Sublessees assume no other obligations to the Lessor-Trustee, theCertificate Trustee, the Owners of any Certificates, each Qualified Swap Provider or any aspect of the Project.

(f) Notwithstanding any other provision of the Leasehold Improvement Sublease, the obligation ofany individual Leasehold Improvement Sublessee to make a payment under the Leasehold Improvement Subleaseshall be limited to that Leasehold Improvement Sublessee’s Proportionate Share of the payments due on a severaland not joint basis and to its payments due under any Parity Swap Obligation entered into by such LeaseholdImprovement Sublessee on an individual basis, and is further subject to the provisions of Section 6(f) and Section 15 (b)(iv) and (c) of the Leasehold Improvement Sublease. Any failure by one or more Leasehold ImprovementSublessees to pay its Proportionate Share of Base Rent, Special Supplemental Rent or Special AdditionalSupplemental Rent or to pay an obligation running solely to that Leasehold Improvement Sublessee (includingSpecial Supplemental Rent and Special Additional Supplemental Rent relating to a Qualified Swap entered into bythat Leasehold Improvement Sublessee individually) shall remain a legal payment obligation of the entity or entitieswhich fail to fulfill such entity’s or entities’ payment obligation. Each of the parties to the Leasehold ImprovementSublease acknowledge that, nothing in the Leasehold Improvement Sublease shall prevent, to the extent authorizedby law, an individual Leasehold Improvement Sublessee from making a payment required to be made by anotherentity under the Leasehold Improvement Sublease and from being subrogated to the rights of the Lessor-Trustee orCertificate Trustee in respect thereof.

(Section 30)

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Authority to Act for Leasehold Improvement Sublessees; Covenant of Authority

(a) The parties to the Leasehold Improvement Sublease agree that the Authority, acting through anAuthorized Authority Representative, shall be authorized to act as agent for each of the Leasehold ImprovementSublessees for all purposes under the Leasehold Improvement Sublease, except for respective obligations of theTransit Authority and TBTA to pay Rent under the Leasehold Improvement Sublease or to make any other paymentsdue under the Leasehold Improvement Sublease. All notices and consents in the Leasehold Improvement Subleaseapplicable to the Leasehold Improvement Sublessees shall be made by, for or to the Authority as agent under theLeasehold Improvement Sublease.

(b) The Leasehold Improvement Sublessees agree that the Authority, acting through an AuthorizedAuthority Representative, shall be authorized to act as agent to make all communications with and providedirections to any Qualified Swap Provider pursuant to any Qualified Swaps entered into by the LeaseholdImprovement Sublessees individually such that such Qualified Swaps, all confirmations thereunder and allcommunications or actions by the Authority pursuant to such Qualified Swap shall be binding upon each respectiveLeasehold Improvement Sublessee as if it had, made such communication or taken such action on its own.

(c) The Leasehold Improvement Sublessees will at all times be severally, but not jointly, liable for eachrepresentation, warranty, covenant, agreement or other obligation of the Authority under the LeaseholdImprovement Sublease in accordance with its respective Proportionate Share. The Authority shall have the sole andexclusive right to take any action and exercise any rights and remedies under the Leasehold Improvement Subleaseon behalf of all the Leasehold Improvement Sublessees.

(d) Subject to the prior payment of Senior Transportation Obligations, the Authority shall transfer to theTransit Authority moneys from Available Transportation Revenues in such amounts and at such times as isnecessary for the Transit Authority to comply with its obligation to make payments in accordance with the terms ofthe Leasehold Improvement Sublease.

(Section 33)

SUMMARY OF CERTAIN PROVISIONS OF THE CERTIFICATE TRUST AGREEMENT

Assignment

The Lessor Trustee assigns and transfers to the Certificate Trustee its rights in the Trust Estate, and inconsideration of such assignment and the execution of the Certificate Trust Agreement, the Certificate Trustee hasagreed to execute and deliver the Certificates, each evidencing a proportionate interest by the Certificateholders inthe principal and interest components of payments of Base Rent under the Leasehold Improvement Sublease.

(Section 2.01)

Declaration of Trust by Certificate Trustee

The Certificate Trustee declares that it holds and will hold the Trust Estate upon the trusts set forth in theCertificate Trust Agreement and for the use and benefit of the Certificateholders and any Qualified Swap Providers,as more particularly set forth in Section 2.03 of the Certificate Trust Agreement.

(Section 2.02)

Payments from Trust Estate Only; Distribution of Trust Estate

1. Except as otherwise expressly provided in the Certificate Trust Agreement, all amounts payable by the Certificate Trustee with respect to the Certificates, any Parity Swap Obligations or any Subordinated SwapObligations pursuant to the Certificate Trust Agreement shall be paid only from the income of and proceeds fromthe Trust Estate and only to the extent that the Certificate Trustee shall have actually received (and been allowed to

Attachment 5 - 30

retain) sufficient income or proceeds from the Trust Estate to make such payments in accordance with the terms ofArticle IV and Section 7.15 of the Certificate Trust Agreement. Certificateholders and Qualified Swap Providersshall look solely to the income of and the proceeds from the Trust Estate to the extent available for distribution tosuch Certificateholders and Qualified Swap Providers as provided in the Certificate Trust Agreement and, except asotherwise expressly provided in the Certificate Trust Agreement, the Certificate Trustee is not personally liable toany Certificateholder or Qualified Swap Provider for any amounts payable under the Certificate Trust Agreement orsubject to any liability under the Certificate Trust Agreement except liability under the Certificate Trust Agreementas a result of negligence or fraudulent or willful misconduct or failure to act by the Certificate Trustee.

2. The obligation of each Leasehold Improvement Sublessee to make payments under any QualifiedSwap constituting a Parity Swap Obligation shall be secured by the Trust Estate on parity with the Certificates. Theobligation of each Leasehold Improvement Sublessee to make payments under any Qualified Swap constitutingSubordinated Swap Obligation shall be secured by a lien on the Trust Estate which is junior and inferior to the lienon and pledge of the Trust Estate securing payment of the Certificates and Parity Swap Obligation.

3. So long as the Leasehold Improvement Sublease shall be in effect, all amounts of payments ofBase Rent, Special Supplemental Rent, insurance or condemnation proceeds, payment or performance bondpayments and other payments of any kind constituting a part of the Trust Estate payable to the Certificate Trusteepursuant to the Leasehold Improvement Sublease shall be paid directly to the Certificate Trustee for distribution, inaccordance with Articles III and IV of the Certificate Trust Agreement, to or for the Certificateholders or anyQualified Swap Provider, as appropriate, unless otherwise provided on a Supplemental Certificate Trust Agreementor a certificate of an Authorized Authority Representative delivered to the Certificate Trustee, all amounts ofpayments of Special Additional Supplemental Rent shall be payable directly to the Qualified Swap Provider entitledthereto.

(Section 2.03)

Leasehold Improvement Sublease

Lessor Trustee, each of the Leasehold Improvement Sublessees, and Certificate Trustee have entered intothe Leasehold Improvement Sublease, whereby Lessor Trustee has agreed to lease the Demised Premises to theLeasehold Improvement Sublessees, the Leasehold Improvement Sublessees have agreed to lease the DemisedPremises from Lessor Trustee, and the Leasehold Improvement Sublessees have agreed to make and be responsibleon a several basis (and not jointly), subject to Section 30 and Section 6(f) of the Leasehold Improvement Sublease,in their Proportionate Shares for all payments of Base Rent, Special Supplemental Rent and Special AdditionalSupplemental Rent.

The Leasehold Improvement Sublease further provides that (a) the Project shall be completed inaccordance with the terms of the Leasehold Improvement Sublease and the Certificate Trust Agreement, and (b) theLeasehold Improvement Sublessees have the right, subject to the applicable provisions of the Ground Lease and theGround Subleases, to possess and use the Demised Premises during the Sublease Term.

Leasehold Improvement Sublessees direct and instruct the Certificate Trustee to execute and enter into theLeasehold Improvement Lease and the Leasehold Improvement Sublease as Leasehold Improvement Lessee andLessor-Trustee, respectively.

(Section 2.04)

Qualified Swaps and Other Similar Arrangements; Parity Swap Obligations

In connection with the issuance of any Certificates or at any time thereafter so long as Certificates remainOutstanding, the Authority, on behalf of itself and the other Leasehold Improvement Sublessees, or one or more ofthe Leasehold Improvement Sublessees individually may, to the extent permitted pursuant to law, from time to timeenter into Qualified Swaps relating to all or a portion of any Series of Certificates. The Authority’s or suchindividual Leasehold Improvement Sublessee’s obligation to pay any amount under any Qualified Swap may besecured by a pledge of, and a lien on, the Trust Estate on a parity with the lien created by Section 2.02 to secure the

Attachment 5 - 31

Certificates (a “Parity Swap Obligation”). Parity Swap Obligations shall not include any payments of anytermination or other fees, expenses, indemnification or other obligations to a counterparty to a Qualified Swap,which payments may be Subordinated Swap Obligations.

Neither Parity Swap Obligations nor Subordinated Swap Obligations shall be a debt of the State or the Cityand neither the State nor the City shall be liable thereon, nor shall Parity Swap Obligations or Subordinated SwapObligations be payable out of any funds other than those pledged therefor pursuant to the Certificate TrustAgreement.

Except to the extent that an Authorized Authority Representative directs that such amounts be deposited inany other Fund or Account pledged to the payment of Certificates, any amounts paid to any Leasehold ImprovementSublessee under a Parity Swap Obligation shall be retained by such entity and not be deemed to be part of the TrustEstate.

(Section 2.05)

Form; Denominations; Medium of Payment

Unless otherwise provided by a Supplemental Certificate Trust Agreement, the Certificates shall be indenominations of $5,000 each or any integral multiple thereof, and shall be represented by fully registeredcertificates, without coupons, subject to the provisions of a book-entry system (which certificates shall besubstantially in the form set forth in Exhibit B to the Certificate Trust Agreement or such other form as is providedin a Supplemental Certificate Trust Agreement); provided, however, that if such book-entry system is discontinued,physical certificates shall be delivered to the Owners in accordance with Section 3.20 of the Certificate TrustAgreement. Unless otherwise provided by a Supplemental Certificate Trust Agreement, no Certificate shall havemore than one maturity date. The Certificates shall be payable in lawful money of the United States of Americawhich at the time of payment is legal tender for the payment of public and private debts.

(Section 3.02)

Date of Certificates; Designation; Record Dates; Payment of Principal and Interest

Certificates shall be designated as “Certificates of Participation Evidencing Proportionate Interests in thePrincipal and Interest Components of Base Rent Paid Severally and Not Jointly by New York City TransitAuthority, MTA (solely on behalf of The Long Island Rail Road Company and Metro-North Commuter RailroadCompany), and Triborough Bridge and Tunnel Authority” and shall bear a series designation.

Unless otherwise provided by a Supplemental Certificate Trust Agreement, interest shall be calculated onthe basis of a 30-day month and 360-day year and shall be payable from the Payment Date next preceding the dateof registration thereof, unless such date of registration is a Payment Date, in which event interest with respectthereto shall be payable from such Payment Date, or unless no interest has been paid or duly provided for withrespect to such Certificate, in which event interest shall be paid from the related Closing Date, or unless suchCertificate is registered after the 15th day of a month immediately preceding a Payment Date, whether or not suchday is a Business Day, in which event interest shall be payable from such Payment Date; provided, however, that ifat the date of registration of any Certificate, interest with respect thereto is in default, interest with respect theretoshall be paid from the last Payment Date to which interest has been paid or made available for payment.

Unless otherwise provided by a Supplemental Certificate Trust Agreement, payments of interest withrespect to any Certificate shall be made on the appropriate Payment Date to the person appearing on the CertificateRegister as the registered holder thereof as of the close of business on the 15th day of the month preceding suchPayment Date, whether or not such 15th day is a Business Day, such interest to be paid by check or draft mailed tosuch registered holder at such registered holder’s address as it appears on the Certificate Register or at such otheraddress as such registered holder may have filed with the Certificate Trustee for that purpose; provided, however,that the Certificate Trustee may establish a special record date in connection with the payment of interest in default.Principal with respect to the Certificates will be payable at the offices of the Certificate Trustee located at The Bank

Attachment 5 - 32

of New York, 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Department, uponpresentation and surrender of the Certificates.

(Section 3.03)

Provisions Regarding Insurer

(a) As long as any Certificates of any series are Outstanding and are insured pursuant to a Policy (the“Insured Certificates”) and the Insurer is not in default in respect of any of its obligations under such Policy, then,regardless of any other provision of the Certificate Trust Agreement, (i) in determining whether a payment default inrespect of the Insured Certificates has occurred or whether a payment on the Insured Certificates has been madeunder the Certificate Trust Agreement, no effect shall be given to payments made under the Insurance Policy;(ii) such Insurer shall be deemed to be the sole Holder of the Insured Certificates for purposes of any direction orinstruction of remedies by the Holders of the Insured Certificates upon default, any waiver of default, and anyamendment or supplement to the Certificate Trust Agreement requiring consent of Holders of the InsuredCertificates. In the event that the principal or interest due on the Insured Certificates shall be paid by the Insurerpursuant to the Insurance Policy, the Insurer shall be subrogated to the rights of the Holders of the InsuredCertificates, and the pledge and assignment provided in the Certificate Trust Agreement and all of the covenants,agreements and other obligations of MTA to the Holders of the Insured Certificates shall continue to exist for thebenefit of the Insurer.

(b) As long as the Series 1999A Certificates remain Outstanding and are insured pursuant to theSeries 1999A Policy and the Series 1999A Insurer is not in default in respect of any of its obligations under theSeries 1999A Policy, then, regardless of any other provision of the Certificate Trust Agreement:

(i) While the Series 1999A Policy is in effect, MTA shall furnish to the Series 1999A Insurer (to theattention of the Surveillance Department, unless otherwise indicated):

(A) as soon as practicable after the filing thereof, a copy of any financial statementof MTA, TBTA or the Transit Authority and a copy of any audit and annual report respecting MTA, TBTA or the Transit Authority.

(B) such additional information it may reasonably request.

(ii) A copy of any notice to be given to the registered owners of the Series 1999A Certificates, including,without limitation, notice of any redemption of or defeasance of Series 1999A Certificates, and anycertificate rendered pursuant to the Certificate Trust Agreement relating to the security for the Series1999A Certificates.

(iii) The Certificate Trustee shall notify the Series 1999A Insurer of any failure of MTA, TBTA or theTransit Authority to provide relevant notices or certificates.

(iv) Notwithstanding any other provision of the Certificate Trust Agreement, the Certificate Trustee shallimmediately notify the Series 1999A Insurer if at any time there are insufficient moneys to make anypayments of principal or interest as required and immediately upon the occurrence of any event ofdefault under the Certificate Trust Agreement.

(v) The Certificate Trustee shall notify the Series 1999A Insurer of any default under the Ground Lease ofwhich it has knowledge.

(vi) As long as the bond insurance shall be in full force and effect, the Issuer and the Certificate Trusteeagree to comply with the following provisions:

(A) At least one (1) day prior to all Interest Payment Dates the Certificate Trusteewill determine whether there will be sufficient funds in the Funds and Accounts

Attachment 5 - 33

to pay the principal of or interest on the Series 1999A Certificates on suchInterest Payment Date. If the Certificate Trustee determines that there will beinsufficient funds in such Funds or Accounts, the Certificate Trustee shall sonotify the Series 1999A Insurer. Such notice shall specify the amount of theanticipated deficiency, the Series 1999A Certificates to which such deficiency isapplicable and whether such Series 1999A Certificates will be deficient as toprincipal or interest, or both. If the Certificate Trustee has not so notified theSeries 1999A Insurer at least one (1) day prior to an Interest Payment Date, theSeries 1999A Insurer will make payments of principal or interest due on theSeries 1999A Certificates on or before the first (1st) day next following the dateon which the Series 1999A Insurer shall have received notice of nonpaymentfrom the Certificate Trustee.

(B) The Certificate Trustee shall, after giving notice to the Series 1999A Insurer asprovided in (a) above, make available to the Series 1999A Insurer and at theSeries 1999A Insurer’s direction, to the United States Trust Company of NewYork, as insurance trustee for the Series 1999A Insurer or any successorinsurance trustee (the “Insurance Trustee”), the registration books of the Issuermaintained by the Certificate Trustee and all records relating to the Funds andAccounts maintained under the Certificate Trust Agreement.

(C) The Certificate Trustee shall provide the Series 1999A Insurer and the InsuranceTrustee with a list of registered owners of the Series 1999A Certificates entitledto receive principal or interest payments from the Series 1999A Insurer underthe terms of the Series 1999A Policy, and shall make arrangements with theInsurance Trustee (i) to mail checks or drafts to the registered owners of theSeries 1999A Certificates entitled to receive full or partial interest paymentsfrom the Series 1999A Insurer and (ii) to pay principal upon the Series 1999ACertificates surrendered to the Insurance Trustee by the registered owners of theSeries 1999A Certificates entitled to receive full or partial principal paymentfrom the Series 1999A Insurer.

(D) The Certificate Trustee, if any, shall, at the time it provides notice to theSeries 1999A Insurer pursuant to (a) above, notify registered owners of theSeries 1999A Certificates entitled to receive the payment of principal or interestthereon from the Series 1999A Insurer (i) as to the fact of such entitlement,(ii) that the Series 1999A Insurer will remit to them all or a part of the interestpayments next coming due upon proof of Certificateholder entitlement tointerest payments and delivery to the Insurance Trustee, in form satisfactory tothe Insurance Trustee, of an appropriate assignment of the registered owner’sright to payment, (iii) that should they be entitled to receive full payment ofprincipal form the Series 1999A Insurer, they must surrender their the Series1999A Certificates (along with an appropriate instrument of assignment in formsatisfactory to the Insurance Trustee to permit ownership of such the Series1999A Certificates to be registered in the name of the Series 1999A Insurer) forpayment to the Insurance Trustee, and not the Certificate Trustee, if any, and(iv) that should they be entitled to receive partial payment of principal form theSeries 1999A Insurer, they must surrender their Series 1999A Certificates forpayment thereon first to the Certificate Trustee, if any, who shall note on suchSeries 1999A Certificates the portion of the principal paid by the CertificateTrustee, if any, and then, along with an appropriate instrument of assignment inform satisfactory to the Insurance Trustee, to the Insurance Trustee, which willthen pay the unpaid portion of principal.

(E) In the event that the Certificate Trustee, if any, has notice that any payment ofprincipal of or interest on a Bond which has become Due for Payment and which

Attachment 5 - 34

is made to a Certificateholder by or on behalf of the Issuer has been deemed apreferential transfer and theretofore recovered from its registered ownerpursuant to the United States Bankruptcy Code by a trustee in bankruptcy inaccordance with the final, nonappealable order of a court having competentjurisdiction, the Certificate Trustee, if any, shall, at the time the Series 1999A Insurer is notified pursuant to (a) above, notify all registered owners that in theevent that any registered owner’s payment is so recovered, such registeredowner will be entitled to payment from the Series 1999A Insurer to the extent ofsuch recovery if sufficient funds are not otherwise available, and the CertificateTrustee, if any, shall furnish to the Series 1999A Insurer its records evidencingthe payments of principal of and interest on the Series 1999A Certificates whichhave been made by the Certificate Trustee, if any, and subsequently recoveredfrom registered owners and the dates on which such payments were made.

(F) In addition to those rights granted the Series 1999A Insurer under the CertificateTrust Agreement, the Series 1999A Insurer shall, to the extent it makes paymentof principal of or interest on the Series 1999A Certificates, become subrogatedto the rights of the recipients of such payments in accordance with the terms ofthe Series 1999A Policy, and to evidence such subrogation (i) in the case ofsubrogation as to claims for past due interest, the Certificate Trustee, if any,shall note the Series 1999A Insurer’s rights as subrogee on the registrationbooks of the Issuer maintained by the Certificate Trustee, if any, upon receiptfrom the Series 1999A Insurer of proof of the payment of interest thereon to theregistered owners of the Series 1999A Certificates, and (ii) in the case ofsubrogation as to claims for past due principal, the Certificate Trustee, if any,shall note the Series 1999A Insurer’s rights as subrogee on the registrationbooks of the Issuer maintained by the Certificate Trustee, if any, upon surrenderof the Series 1999A Certificates by the registered owners thereof together withproof of the payment of principal thereof.

(vii) Notwithstanding any other provision of the Certificate Trust Agreement, in determining whether therights of the Certificateholders will be adversely affected by any action taken pursuant to the termsand provisions of the Certificate Trust Agreement, the Certificate Trustee shall consider the effecton the Certificateholders as if there were no Series 1999A Policy.

(viii) To the extent that the Certificate Trust Agreement confers upon or gives or grants to theSeries 1999A Insurer any right, remedy or claim under or by reason of the Certificate TrustAgreement, the Series 1999A Insurer is explicitly recognized as being a third-party beneficiaryunder the Certificate Trust Agreement and may enforce any such right remedy or claim conferred,given or granted under the Certificate Trust Agreement.

(c) Upon the delivery of any series of Additional Certificates insured by the Series 1999A Policy, theSupplemental Certificate Trust Agreement may include such further provisions as MTA, on behalf of the TransitAuthority, TBTA and itself, deems appropriate with respect to such Policy, the related Insurer and such AdditionalCertificates.

(Section 3.21)

Attachment 5 - 35

Additional Certificates

The Certificate Trustee may, from time to time, upon satisfaction of the conditions set forth in Section 3.22of the Certificate Trust Agreement pursuant to the terms of a Supplemental Certificate Trust Agreement, and withoutthe consent of the Owners, execute and deliver one or more series of Additional Certificates, on a parity with theCertificates and any previously executed and delivered Additional Certificates (unless otherwise provided in aSupplemental Certificate Trust Agreement), the proceeds of which may be used for (i) additional Project Costs, or(ii) to refund outstanding Certificates of one or more series. Prior to or concurrently with the execution of suchAdditional Certificates, the Certificate Trustee shall have received the following:

(a) An original or certified copy of the Supplemental Certificate Trust Agreement authorizing theexecution and delivery of and providing terms and provisions of such Additional Certificates;

(b) An original or certified copy of any amendment to or restatement of the Leasehold ImprovementSublease providing for an increase and adjustment in the Base Rent to be paid thereunder in amountsadequate to pay the principal and interest components of Base Rent on all Outstanding Certificates;

(c) An opinion of Certificate Counsel to the effect that the Leasehold Improvement Sublessees have theright and power to execute and deliver the amendment to or restatement of the Leasehold ImprovementSublease referred to in (b) above and the Supplemental Certificate Trust Agreement and that suchdocuments are valid and binding upon each of the Leasehold Improvement Sublessees and enforceablein accordance with their respective terms; provided, that such opinion may take exception as to theeffect of, or for restrictions or limitations imposed by or resulting from, bankruptcy, insolvency, debtadjustment, moratorium, reorganization or other similar laws affecting creditors’ rights generally andjudicial discretion and may state that no opinion is being rendered as to the availability of anyparticular remedy; and

(d) Such further documents, opinions, money or securities as are required by the provisions of theSupplemental Certificate Trust Agreement providing for the execution and delivery of such AdditionalCertificates.

(Section 3.22)

Trust Fund

(a) There is established with the Certificate Trustee a special fund to be designated “2 BroadwayLeasehold Improvement Sublease Trust Fund,” referred to in the Certificate Trust Agreement as the “Trust Fund.”The Certificate Trustee shall keep the Trust Fund separate and apart from all other funds and moneys held by it andshall administer such fund as provided in Article IV of the Certificate Trust Agreement. Within the Trust Fund there are established the Cost of Issuance Fund, the Leasehold Improvement Fund, the Sublease Payment Fund, and theReserve Fund each as more particularly described in the Certificate Trust Agreement.

(b) The Certificate Trustee shall hold in trust for the benefit of the Certificateholders and anyQualified Swap Providers and apply proceeds of the sale of the Certificates, all moneys and securities from time totime deposited with the Certificate Trustee under or pursuant to the Certificate Trust Agreement, all funds andaccounts established under or pursuant to the Certificate Trust Agreement, and the income on or the proceeds of anyof the foregoing, all for the benefit of the Certificate Owners and any Qualified Swap Providers, subject to the termsof the Certificate Trust Agreement. The Certificate Trustee is authorized at any and all times to receive any and allsuch property and instruments evidencing the Certificate Trustee’s interest in such property, and any other real orpersonal property of every name and nature from time to time hereafter, by delivery or by writing of any kindconveyed, mortgaged, pledged, assigned or transferred, or in which an interest is granted, or instruments evidencingthe Certificate Trustee’s interest in such property, as and for additional security under the Certificate TrustAgreement. The Certificate Trustee covenants to hold and apply any and all such property and instruments,including such property in which or instruments by which a security interest is hereafter granted, for the benefit ofthe Certificate Owners and any Qualified Swap Providers in accordance with the terms of the Certificate Trust

Attachment 5 - 36

Agreement. The Leasehold Improvement Sublessees under the Certificate Trust Agreement will from time to timeexecute and deliver all such supplements and amendments to the Certificate Trust Agreement and all such financingstatements, continuation statements, instruments of further assurance, assignment notices and other instruments andwill take such other action as is, or as Certificate Trustee or counsel to the Leasehold Improvement Sublesseesdeems, necessary to make more effective the Certificate Trustee’s interests in all or any portion of the Trust Estate,to maintain or preserve the security interest or interests created for the benefit of the Certificate Owners and anyQualified Swap Providers by the Certificate Trust Agreement and carry out more effectively the purposes of theCertificate Trust Agreement, to preserve and defend title to the Trust Estate and the rights of the Certificate Trustee,of the Certificate Owners and of any Qualified Swap Providers against the claims of all persons and parties. Theamounts paid out by check or draft to Certificate Owners and any Qualified Swap Providers shall continue to besubject to the pledge made and security interests granted by the Certificate Trust Agreement and shall be held untilsuch checks or drafts are presented for payment to the Certificate Trustee and any other Paying Agents subject tosuch interests and shall be applied to the payments evidenced by such checks or drafts, in accordance with theprovisions in the Certificate Trust Agreement.

(Section 4.01)

Cost of Issuance Fund

(a) Within the Trust Fund there is established with the Certificate Trustee a special fund designatedthe “Cost of Issuance Fund.” The Certificate Trustee agrees to receive and deposit in the Cost of Issuance Fund$2,344,500 on the Closing Date with respect to the Series 1999A Certificates. The Certificate Trustee shall deposittherein other moneys as required in connection with the execution of any series of Additional Certificates and inconnection therewith shall, upon the direction of an Authorized Authority Representative, create and maintainseparate Accounts and records with respect to each series of Certificates. The Certificate Trustee shall keep the Costof Issuance Fund separate and apart from all other funds and moneys held by it. The Certificate Trustee shalladminister such fund as provided in Article IV of the Certificate Trust Agreement.

(b) Moneys in the Cost of Issuance Fund shall be applied by the Certificate Trustee to payment ofProject Costs relating to the execution and delivery of the Certificates, the Leasehold Improvement Sublease and theCertificate Trust Agreement, and the sale of the Certificates and the execution and delivery of any Parity SwapObligations, including, without limitation, printing costs, reproduction and binding costs, initial fees and charges ofLessor Trustee, initial fees and charges of DTC or other Securities Depository, premiums payable for a ReserveCredit Facility, insurance, if any, on the payment of principal and interest components of Base Rent under theLeasehold Improvement Sublease, or insurance on any payments due from the Leasehold Improvement Sublesseesunder any Parity Swap Obligation or Subordinated Swap Obligation, fees and charges of the Certificate Trustee forservices rendered under the Certificate Trust Agreement, if any, legal fees and charges, financial and otherprofessional consultant fees, costs of rating agencies or credit ratings, fees for the execution, transportation andsafekeeping of the Certificates of Participation, and charges and fees in connection with the foregoing, in accordancewith a payment request containing adequate substantiation of any such cost or expense executed and delivered to theCertificate Trustee by an Authorized Authority Representative.

(c) Earnings from investment of moneys in the Cost of Issuance Fund shall be transferred to theInterest Subaccounts in the MTA Account, the Transit Authority Account and the TBTA Account in the SubleasePayment Fund in the same percentages as the Proportionate Shares. To the extent at any time an AuthorizedAuthority Representative notifies the Certificate Trustee that the moneys in such Fund are not needed for thepurposes of the Cost of Issuance Fund, such moneys shall be transferred to the Interest Subaccounts in the MTAAccount, the Transit Authority Account and the TBTA Account in the Sublease Payment Fund in the samepercentages as the Proportionate Shares or, to the extent not needed to pay interest with respect to the Certificates onthe next Payment Date or amounts payable with respect to any Parity Swap Obligation on the next Payment Date, tothe Principal Subaccount in the MTA Account, the Transit Authority Account and the TBTA Account in theSublease Payment Fund in the same percentages as the Proportionate Shares.

(Section 4.02)

Attachment 5 - 37

Leasehold Improvement Fund

(a) Within the Trust Fund there is established with the Certificate Trustee a special fund designatedthe “Leasehold Improvement Fund.” Within such Fund there are created the MTA Account, the Transit AuthorityAccount and the TBTA Account. If so requested by MTA, the Certificate Trustee shall also establish separateSubaccounts within the Accounts in the Leasehold Improvement Fund corresponding to each project or portion of aproject to be financed with such proceeds. Moneys on deposit in the Leasehold Improvement Fund shall be usedsolely for the purpose of paying Project Costs (other than those paid from the Cost of Issuance Fund) except asotherwise provided in Section 4.03 of the Certificate Trust Agreement.

The Certificate Trustee agrees to receive and deposit $321,243,068.09 in the MTA Account, on behalf ofMTA, the Transit Authority and the TBTA, on the Closing Date with respect to the Series 1999A Certificates. TheCertificate Trustee shall deposit in such Accounts other moneys as required in connection with the execution of anyseries of Additional Certificates. Subject to the provisions of Section 4.04(a) of the Certificate Trust Agreement, theCertificate Trustee shall also deposit in the appropriate Account or Subaccount of the Leasehold Improvement Fundany insurance or condemnation proceeds to the extent the Project is to be reconstructed or any amounts receivedpursuant to any payment bond, a performance bond or letter of credit acceptable to the Leasehold ImprovementSublessees relating to any portion of the Project. The Certificate Trustee shall keep the Leasehold ImprovementFund separate and apart from all other funds and moneys held by it. The Certificate Trustee shall administer theLeasehold Improvement Fund as provided in Article IV of the Certificate Trust Agreement.

(b) All disbursements from each Account or Subaccount of the Leasehold Improvement Fund shall bemade by the Certificate Trustee upon receipt of a written request from an Authorized Authority Representative.

(c) The Certificate Trustee shall honor all requests for disbursement delivered to it prior to theoccurrence of an Event of Default under Section 5.03 of the Certificate Trust Agreement. So long as the CertificateTrustee relies in good faith upon the written requests provided for above, it shall have no liability on account ofdisbursements from the Leasehold Improvement Fund.

(d) Earnings from investment of moneys in any Account or Subaccount in the LeaseholdImprovement Fund shall be transferred to the related Interest Subaccount in the Sublease Payment Fund. To theextent at any time an Authorized Authority Representative notifies the Certificate Trustee that the moneys in suchFund are no longer required for the acquisition of Project Costs, such moneys shall be deposited to the relatedInterest Subaccount and the related Principal Subaccount in such manner as to be applied to future payments of BaseRent and Special Supplemental Rent on the Certificates in the order in which such payments become due, providedthat in respect of any future payment dates on which both the principal component of Certificates and the interestcomponent of Certificates and amounts due on any Parity Swap Obligations are payable such amounts shall beallocated first to the interest component of Certificates and Parity Swap Obligations and then to the principalcomponent.

(Section 4.03)

Sublease Payment Fund

(a) Within the Trust Fund there is established with the Certificate Trustee a special fund designatedthe “Sublease Payment Fund.” Within such Fund there are created the MTA Account, the Transit AuthorityAccount and the TBTA Account. Within each such Account there are established an Interest Subaccount, a PrincipalSubaccount and a Prepayment Subaccount. The Certificate Trustee agrees to receive and deposit $1,385,120.86 inthe Interest Subaccount of the MTA Account on behalf of MTA, the Transit Authority and the TBTA on the ClosingDate with respect to the Series 1999A Certificates. The Certificate Trustee shall deposit in such InterestSubaccounts other moneys as required pursuant to written directions of an Authorized Authority Representative inconnection with the execution of any series of Additional Certificates. The Certificate Trustee shall also deposit anyamounts received pursuant to a payment bond, a performance bond or letter of credit acceptable to MTA relating toany Project Costs and not required to be deposited in the Leasehold Improvement Fund in accordance with theLeasehold Improvement Sublease first in the related Interest Subaccount, and then the related Principal Subaccount,to the extent of any deficiency in either such Subaccount with respect to the next succeeding Payment Date and next

Attachment 5 - 38

in the related Account in the Reserve Fund to the extent of any deficiency therein; any such amounts remaining aftermaking such deposits shall be deposited in the related Prepayment Account. The Certificate Trustee shall keep theSublease Payment Fund separate and apart from all other funds and moneys held by it and shall administer theSublease Payment Fund as provided in Article IV of the Certificate Trust Agreement. The Sublease Payment Fundshall be maintained by the Certificate Trustee until Base Rent is paid in full pursuant to the terms of the LeaseholdImprovement Sublease, until there are no Certificates Outstanding, and until all Parity Swap Obligations andSubordinated Swap Obligations have expired or been terminated and all amounts due therein have been paid.

(b) Amounts (which are not required to cure any deficiency in accordance with Section 4.04(a) of theCertificate Trust Agreement) paid as to provide for Project Costs pursuant to Section 15 of the LeaseholdImprovement Sublease, and deposited in the Sublease Payment Fund, shall, if greater than thirty (30) days prior to aPayment Date, be applied by the Certificate Trustee, using its best efforts, to purchase the Certificates next comingdue at a price which is not greater than the principal amount thereof plus accrued interest, and otherwise, bedeposited to the appropriate Interest Subaccount and the appropriate Principal Subaccount in such manner as to beapplied to future payments of interest and principal on the Certificates and payments in respect of Parity SwapObligations in the order in which such payments become due, provided that in respect of any future payment dateson which both principal and interest components on Certificates or payment in respect of the Parity SwapObligations are payable such amounts shall be allocated first to interest components of Certificates and payments ofParity Swap Obligations and then to principal components of Certificates.

(c) On each Payment Date, the Certificate Trustee shall withdraw from each Interest Subaccount andPrincipal Subaccount, respectively, within the Sublease Payment Fund an amount equal to each LeaseholdImprovement Sublessee’s Proportionate Share required to be paid on such Payment Date with respect to theCertificates and from each Interest Subaccount, (i) an amount, if any, equal to the Lease Improvement Sublessee’sProportionate Share of the payment in respect of any Parity Swap Obligation entered into by MTA on behalf of itselfand the other Leasehold Improvement Sublessees required to be paid on such Payment Date with respect to suchParity Swap Obligation and (ii) an amount, if any, equal to the payment, if any, due from each LeaseholdImprovement Sublessee in respect of any Parity Swap Obligation entered into by such Leasehold ImprovementSublessee individually required to be paid on such Payment Date with respect to such Parity Swap Obligation, andshall cause the same to be applied to the payment of principal and interest with respect to the Certificates and thepayment in respect of such Parity Swap Obligation on such Payment Date all in accordance with the terms of theCertificate Trust Agreement.

If, at 11:00 a.m. New York City time on any Payment Date, the amount of all payments due and payable on such date with respect to the Certificates and with respect to such Parity Swap Obligations exceeds the aggregateamount payable from the respective Subaccount in the Sublease Payment Fund following any required transfer fromthe related Account in the Reserve Fund pursuant to Section 4.05 of the Certificate Trust Agreement, the CertificateTrustee shall, subject to Section 5.05 of the Certificate Trust Agreement, apply moneys in the appropriate Accountof the Sublease Payment Fund first to the payment of all installments of interest, including interest past due, if any,then due with respect to the Certificates, in the order of the maturity of the installments of such interest and allpayments in respect of any Parity Swap Obligations and, if the amount available shall not be sufficient to pay in fullany particular installment, then to the payment ratably, according to the amounts due in such installment, to thepersons entitled thereto, without any discrimination or privilege, and second to the payment of that portion of theunpaid principal balance of each Certificate which is then due or past due ratably to the persons entitled thereto,without any discrimination or privilege.

Any amounts remaining on a Payment Date in each Principal Subaccount or Interest Subaccount,respectively, within the Sublease Payment Fund after payment of the interest and principal relating to Certificatesand payments in respect of any Parity Swap Obligations required to be paid on such Payment Date shall have beenmade shall be deposited in the related Account of the Reserve Fund to the extent that the amount then in the relatedAccount of the Reserve Fund is less than the Reserve Requirement. Any such amounts not required to be sodeposited shall be retained in the related Account of the Principal Subaccount or Interest Subaccount and applied onthe next payment date in accordance with the foregoing provisions of this paragraph (c). Anything in the foregoingto the contrary notwithstanding, any delinquent Base Rent payments or Special Supplemental Rent payments shallbe applied first by the Certificate Trustee to the payment of interest past due with respect to the Certificates, thepayments past due with respect to any Parity Swap Obligations and the principal past due with respect to any

Attachment 5 - 39

Certificates, all in the manner and with the priority set forth in Section 5.05(a) of the Certificate Trust Agreementand second, into the Reserve Fund to the extent necessary to make the amount on deposit therein equal to theReserve Requirement and third, to reimburse, pro rata, each Reserve Credit Facility provider for amounts advancedunder such Reserve Credit Facilities which are then unpaid, in proportion to the respective provider advances thenunpaid to such providers.

(d) In the event that any principal and interest components of Base Rent under the LeaseholdImprovement Sublease and any related Certificates are prepaid, then the Certificate Trustee, on the fifth (5th)Business Day preceding the prepayment date, shall recompute and determine or cause to be recomputed anddetermined the Base Rent payable by each Leasehold Improvement Sublessee for the remainder of the Term of theLeasehold Improvement Sublease after any such prepayment so that the Base Rent payable for such remainder of theTerm of the Leasehold Improvement Sublease shall be equal, as and when due, to the interest and principalpayments on the Outstanding Certificates; and the Certificate Trustee shall, within five (5) Business Days of suchdetermination or as soon thereafter as possible, notify the Leasehold Improvement Sublessees of such determination.

(e) Whenever the aggregate amount of moneys in each Account of the Sublease Payment Fund,together with the available moneys in all other related Accounts established under Article IV of the Certificate TrustAgreement, is sufficient to prepay all principal and interest components of Base Rent under the LeaseholdImprovement Sublease and all related Outstanding Certificates and to pay accrued interest thereon to the date ofmaturity or the date of prepayment, as the case may be, at the prepayment price and at the times provided forprepayment, the Certificate Trustee, with the consent of the Leasehold Improvement Sublessees, and upon receipt ofa certificate from an Authorized Authority Representative that all Parity Swap Obligations have been or will beterminated, shall take and cause to be taken the necessary steps to prepay all such Base Rent and related Certificateson the first day on which the Base Rent and related Certificates are subject to prepayment pursuant to Section 3.16of the Certificate Trust Agreement or the provisions of any Supplemental Certificate Trust Agreement, asappropriate.

(f) If all of the principal and interest components of Base Rent under the Leasehold ImprovementSublease and the Certificates are to be prepaid and any and all amounts required to be paid in respect of any ParitySwap Obligation are to be paid, the Certificate Trustee shall transfer all amounts in the appropriate InterestSubaccounts, other then amounts therein to be applied to the payment of the interest component of any Parity SwapObligations, and Principal Subaccount, of the Sublease Payment Fund to the related Prepayment Subaccounts andthe Certificate Trustee shall close the Sublease Payment Fund.

(g) The Certificate Trustee shall deliver to MTA, not less than fifteen (15) days prior to each PaymentDate, notice of the amount which the Certificate Trustee estimates, based on anticipated earnings to be deposited ineach Account of the Sublease Payment Fund prior to such date and amounts estimated by the LeaseholdImprovement Sublessees to be transferred to each Account of the Sublease Payment Fund from any other Fundunder the Certificate Trust Agreement prior to such Payment Date, will be available on such Payment Date under the Certificate Trust Agreement as a credit against the amount of Base Rent and Special Supplemental Rent payable byeach of the Leasehold Improvement Sublessees on such Payment Date.

(h) Earnings from investment of moneys in the Accounts and Subaccounts within the SubleasePayment Fund shall be credited to the Accounts and Subaccounts in which such moneys are held.

(Section 4.04)

Reserve Fund

(a) Within the Trust Fund there is established with the Certificate Trustee a special fund designatedthe “Reserve Fund.” The Certificate Trustee shall receive and deposit $11,117,700 in the Reserve Fund, and/or aReserve Credit Facility as provided in paragraph (d) below, on the Closing Date with respect to the Series 1999ACertificates. The Certificate Trustee shall deposit in such Reserve Fund other moneys, and/or a Reserve CreditFacility, as required pursuant to written directions of an Authorized Authority Representative in connection with theexecution of any series of Additional Certificates. The Certificate Trustee shall keep the Reserve Fund separate andapart from all other funds and moneys held by it and shall administer such fund as provided in Article IV of the

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Certificate Trust Agreement. Such fund shall be maintained by the Certificate Trustee until Base Rent is paid in fullpursuant to the terms of the Leasehold Improvement Sublease and there are no Certificates Outstanding or theprepayment option provided for in Section 17 of the Leasehold Improvement Sublease is exercised and no ParitySwap Obligation is in existence.

(b) If by 10:00 a.m. New York City time on any Payment Date the available amounts in the respectiveAccounts of the Sublease Payment Fund are less than the amounts of principal and interest payments due withrespect to the Certificates and payments due with respect to any Parity Swap Obligations on such Payment Date, theCertificate Trustee shall forthwith transfer from the Reserve Fund to the applicable Accounts within the SubleasePayment Fund an amount sufficient to make up such deficiency or all of the moneys in the Reserve Fund if less thanthe amount required. In the event of any such transfer, the Certificate Trustee shall, within five (5) days aftermaking such transfer, provide written notice to MTA of the amount and date of such transfer.

The Certificate Trustee shall deposit into the Reserve Fund from rent payments an amount equal to anyReserve Fund Deficiency Payment made by the Leasehold Improvement Sublessees and, second, to the extent suchReserve Fund Deficiency Payments relate to advances under Reserve Credit Facilities which are then unpaid, shallreimburse, pro rata, each Reserve Credit Facility provider for such advances in proportion to the respective provideradvances then unpaid to such providers. To the extent a transfer from the Reserve Fund or a draw upon any ReserveCredit Facility was caused by a shortfall in payment of Rent by one or more of the Leasehold ImprovementSublessees, such Leasehold Improvement Sublessee or Sublessees shall provide sufficient Additional Rent toreplenish the shortfall in the Reserve Fund to the extent due to shortfall in payment of Rent, or repay the provider ofa Reserve Credit Facility.

(c) Moneys in the Reserve Fund shall be used solely on any Payment Date to pay Base Rent andSpecial Supplemental Rent on behalf of the Leasehold Improvement Sublessees to the extent necessary to make updeficiencies in the Sublease Payment Fund in the event that moneys in the Sublease Payment Fund are less than theamounts of principal and interest components of Base Rent due under the Leasehold Improvement Sublease withrespect to the Certificates then due and of payments then due with respect to Parity Swap Obligations, and for thatpurpose moneys may be withdrawn from the Reserve Fund and transferred to the Sublease Payment Fund, asprovided in paragraph (b) above. Except in connection with the execution and delivery of refunding Certificateswherein a reduction in the Reserve Requirement shall be governed by the Supplemental Certificate Trust Agreementrelating thereto, if there is any amount in the Reserve Fund in excess of the Reserve Requirement, such amount shallbe deposited to the related Interest Subaccounts and the related Principal Subaccounts in such manner as to beapplied to future payments of interest and principal on the Certificates and payments in respect of Parity SwapObligations in the order in which such payments become due, provided that in respect of any future payment dateson which both principal and interest relating to Certificates and payments in respect of Parity Swap Obligations arepayable such amounts shall be allocated first to interest relating to Certificates and payments in respect of ParitySwap Obligations and then to principal relating to Certificates.

(d) In lieu of moneys, the Certificate Trustee may, under direction from MTA, deposit or cause to bedeposited to or substituted for deposit to the Reserve Fund a Reserve Credit Facility for the benefit of the Owners ofthe Certificates and Qualified Swap Providers secured by the Reserve Fund for all or any part of the ReserveRequirement. Any Reserve Credit Facility deposited to the Reserve Fund shall be payable (upon the giving of suchnotice as may be required thereby) on any date on which moneys are required to be withdrawn from the ReserveFund and such withdrawal cannot be made without drawing upon such Reserve Credit Facility. For the purposes ofthis section, in computing the amount on deposit in the Reserve Fund, a Reserve Credit Facility shall be valued atthe amount available to be drawn or payable thereunder on the date of computation.

(e) If all of the principal and interest components of Base Rent due under the Leasehold ImprovementSublease are to be prepaid and all Parity Swap Obligations are to be terminated, the Certificate Trustee shall transferall moneys in the Reserve Fund to the Prepayment Subaccounts to be used for the full prepayment of theCertificates, and the Certificate Trustee shall close the Reserve Fund.

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(f) Earnings from investment of moneys in the Reserve Fund shall be credited to the Reserve Fund tothe extent the amount on deposit in the Reserve Fund is less than the Reserve Requirement, and then to the relatedInterest Subaccount in the Sublease Payment Fund.

(Section 4.05)

Deposit and Investment of Moneys in Funds

(a) The moneys and investments held by the Certificate Trustee under the Certificate Trust Agreementare irrevocably held in trust for the purposes specified in the Certificate Trust Agreement, and such moneys, and anyincome or interest earned thereon, shall be expended only as provided in the Certificate Trust Agreement and theTax Certificate, and shall not be subject to levy or attachment or lien by or for the benefit of any creditor of (i)Lessor Trustee, (ii) the Leasehold Improvement Sublessees, (iii) the Certificate Trustee, (iv) any Owner of theCertificates, or (v) any Qualified Swap Provider.

(b) All moneys held by the Certificate Trustee in any of the Funds, Accounts or Subaccountsestablished pursuant to Article IV of the Certificate Trust Agreement shall be invested in Permitted Investments.Any moneys held by the Certificate Trustee in the Sublease Payment Fund and so invested shall mature in sufficienttime to make the required payments on the applicable Payment Dates.

(c) The Certificate Trustee shall make such investment in any of the Funds, Accounts or Subaccountsestablished pursuant to or in accordance with Article IV of the Certificate Trust Agreement in accordance with anyinstructions received from an Authorized Authority Representative. Unless otherwise directed by an AuthorizedAuthority Representative, interest earned by the investment of moneys in each Account in the Reserve Fund shall beretained in such Account to the extent needed to satisfy its Reserve Requirement and, if not so needed, shall beapplied as provided in Section 4.05 of the Certificate Trust Agreement.

(d) The Certificate Trustee, at the direction of an Authorized Authority Representative, shall sell anyPermitted Investments held in any Fund, Account or Subaccount to the extent required for payments from suchFund, Account or Subaccount. The proceeds of such sales, and of all payments at maturity or prepayment of suchinvestments, shall be held in the applicable Fund, Account or Subaccount to the extent required to meet therequirements of such Fund, Account or Subaccount. In computing the amount of such Funds, Accounts andSubaccounts, investments shall be valued at par, or if purchased at other than par, shall be valued at AmortizedValue. Accrued interest received upon the sale of any Permitted Investment to the extent such amount exceeds anyaccrued interest paid on the purchase of such Permitted Investment shall be treated as interest earned on suchPermitted Investment for purposes of Section 4.07 of the Certificate Trust Agreement.

(e) Nothing in the Certificate Trust Agreement shall prevent any Permitted Investment acquired asinvestments of or security for any Fund, Account or Subaccount held under the Certificate Trust Agreement frombeing held in book-entry form.

(f) All moneys held by the Certificate Trustee under the provisions of the Certificate Trust Agreementshall constitute trust funds and the Certificate Trustee may deposit such moneys with itself or one or more otherdepositories in trust for said parties. All moneys deposited under the provisions of the Certificate Trust Agreementwith the Certificate Trustee or any depository shall be held in trust and applied only in accordance with theprovisions of the Certificate Trust Agreement. Each depository shall be a bank or trust company organized underthe laws of any state of the United States or a national banking association having capital stock, surplus andundivided earnings of $50,000,000 or more and willing and able to accept the office on reasonable and customaryterms and authorized by law to act in accordance with the provisions of the Certificate Trust Agreement.

(g) In making any investment in any Permitted Investments with moneys in any Fund, Account orSubaccount established under the Certificate Trust Agreement, the Certificate Trustee, upon the direction of anAuthorized Authority Representative, (i) may combine such money with moneys in any other Fund, Account orSubaccount held by it, but solely for purposes of making such investment in such Permitted Investments, and(ii) may provide for management of such Permitted Investments through a forward delivery agreement or other

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similar arrangement, with the approval of the Certificate Trustee (which may be evidenced by the CertificateTrustee’s execution thereof) and any affected Insurer.

(Section 4.07)

Lessor-Trustee and the Leasehold Improvement Sublessees to Perform Leasehold Improvement Sublease

Lessor-Trustee covenants and agrees with the Owners of the Certificates and any Qualified Swap Providersto perform all obligations and duties imposed on it under the Leasehold Improvement Sublease.

(a) The Leasehold Improvement Sublessees each covenants and agrees with the Owners of the Certificatesand any Qualified Swap Providers to perform all obligations and duties imposed on it under theLeasehold Improvement Sublease and the Ground Sublease.

(Section 5.01)

Events of Default

An Event of Default under the Leasehold Improvement Sublease is deemed to be an Event of Default under the Certificate Trust Agreement.

In the case of an Event of Default, the Certificate Trustee shall, within five (5) days after such event, givewritten notice thereof by first class, postage prepaid mail to the Owners of all Certificates then Outstanding at theirrespective addresses shown on the Certificate Register and to each Qualified Swap Provider at its address specifiedin its Parity Swap Obligation.

(Section 5.03)

Remedies

Upon the occurrence of any Event of Default set forth in paragraph (a) of Section 20 of the LeaseholdImprovement Sublease, the Certificate Trustee shall, and upon the occurrence of any Event of Default set forth inparagraph (b) of Section 20 of the Leasehold Improvement Sublease, the Certificate Trustee may, and upon thewritten request of the Owners of not less than twenty five (25) percent in aggregate principal amount of theCertificates then Outstanding and indemnification by such Owners, the Certificate Trustee shall, exercise one ormore of the remedies set forth in Section 21 of the Leasehold Improvement Sublease (subject, however, to thelimitation set forth in Section 31 of the Leasehold Improvement Sublease).

The provisions of this section are subject, however, to the condition that if, at any time all sums payableunder the Certificate Trust Agreement except the principal component of Base Rent under the LeaseholdImprovement Sublease with respect to the Certificates which have not reached their maturity shall have been dulypaid and all existing defaults shall have been cured, then and in every such case such payment shall constitute awaiver of such default and its consequences and an automatic rescission and annulment of such declaration, but nosuch waiver shall extend to or affect any subsequent default or impair any right subsequent thereto.

No remedy conferred on the Certificate Trustee pursuant to Section 21 of the Leasehold ImprovementSublease is intended to be exclusive of any other remedy thereunder but each and every remedy given to theCertificate Trustee pursuant to Section 21 of the Leasehold Improvement Sublease shall be in addition to any otherremedy given to the Certificate Trustee thereunder.

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No delay or omission to exercise any right or power accruing upon any default or event of default shallimpair any such right or power or shall be construed to be a waiver of such default or event of default oracquiescence therein; and every such right and power may be exercised from time to time and as often as may bedeemed expedient.

(Section 5.04)

Application of Moneys

(a) All moneys received by the Certificate Trustee pursuant to any right given or action taken underthe provisions of Article V of the Certificate Trust Agreement shall, after payment of the costs and expenses of theproceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred ormade by the Certificate Trustee, be deposited in the appropriate Accounts and Subaccounts in the Sublease PaymentFund and all moneys so deposited shall be transferred as and when required to be applied as follows:

First--To the payment of all installments of interest component of Base Rent then due with respect to the Certificates and to any amounts then due in respect of any Parity Swap Obligation, in the order of the maturity of the installments and, if the amount available shall not be sufficient to pay in full any particularinstallment and such amounts, then to the payment ratably, according to the amounts due in such installment and such payments, to the persons entitled thereto, without any discrimination or privilege; and

Second--To the payment of the unpaid principal component of Base Rent with respect to the Certificatesthen due and payable ratably to the persons entitled thereto, without any discrimination or privilege; and

Third--To the payment of any unpaid amounts constituting Subordinated Swap Obligations then due andpayable ratably to the persons or entities entitled thereto, without any discrimination or privilege.

(b) Whenever moneys are to be applied pursuant to the provisions of this section, such moneys shallbe applied at such times and from time to time as the Certificate Trustee shall determine, having due regard for theamount of such moneys available for application and the likelihood of additional moneys becoming available forsuch application in the future. The setting aside of such moneys in trust for the proper purpose shall constituteproper application by the Certificate Trustee, and the Certificate Trustee shall incur no liability whatsoever to theLeasehold Improvement Sublessees, Lessor Trustee or to the Owner of any Certificate, any Qualified Swap Provideror to any other person for any delay in applying any such moneys so long as the Certificate Trustee acts withreasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance withsuch provisions of the Certificate Trust Agreement as may be applicable at the time of application by the CertificateTrustee. Whenever the Certificate Trustee shall apply such funds, it shall fix the date (which shall be a PaymentDate unless it shall deem another date more suitable) upon which such application is to be made and upon such dateinterest with respect to the amounts of principal to be paid on such dates, and for which moneys are available, shallcease to accrue. The Certificate Trustee shall give such notice as it may deem appropriate of the deposit with it ofany moneys and of the fixing of such date, and shall not be required to make payment to the owner of any unpaidCertificate of Participation until the certificate representing such Certificate of Participation shall be presented to theCertificate Trustee for appropriate endorsement or for cancellation if fully paid.

(Section 5.05)

Rights and Remedies of Owners

No Owner of any Certificate shall have any right to institute any suit, action or proceeding for theenforcement of the Certificate Trust Agreement, for the execution of any trust or any other remedy under theCertificate Trust Agreement, unless (i) an Event of Default has occurred and is continuing; (ii) the Owners of twentyfive (25) percent in aggregate principal amount of Certificates then Outstanding shall have made written request tothe Certificate Trustee and shall have offered the Certificate Trustee reasonable opportunity either to proceed toexercise the powers in the Certificate Trust Agreement before granted or to institute such action, suit or proceedingin its own name; (iii) such Owners have offered the Certificate Trustee indemnification in a manner satisfactory to itfor any liability and expense it might incur in carrying out the aforementioned request; and (iv) the Certificate

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Trustee shall thereafter fail or refuse to exercise the powers in the Certificate Trust Agreement before granted, or toinstitute such action, suit or proceeding in its, his, her or their own name or names. Such request and offer ofindemnity are declared in every case at the option of the Certificate Trustee to be conditions precedent to theexecution of the powers and trusts of the Certificate Trust Agreement, and to the initiation of any action or cause ofaction for the enforcement of the Certificate Trust Agreement; provided, that the Certificate Trustee may not, as acondition precedent to the execution of the powers and trusts under the Certificate Trust Agreement, requestindemnification for liability arising out of the Certificate Trustee’s negligence or fraudulent or willful misconduct orfailure to act; it being understood and intended that no one or more of the Owners of the Certificates shall have anyright in any manner whatsoever to affect, disturb or prejudice the lien of the Certificate Trust Agreement or toenforce any right under the Certificate Trust Agreement except in the manner provided therein and that proceedingsshall be instituted, had and maintained in the manner provided in the Certificate Trust Agreement and for the ratablebenefit of the Owners of all Certificates then Outstanding. Nothing in the Certificate Trust Agreement shall,however, affect or impair the right of any Certificate Owner to enforce the payment of the principal and interest withrespect to any Certificate at and after the maturity thereof, or the obligation of the Certificate Trustee to pay theprincipal and interest with respect to each of the Certificates executed and delivered under the Certificate TrustAgreement to the respective Owners thereof at the time and place, and from the source and in the manner, providedin the Certificate Trust Agreement.

(Section 5.07)

Tax Covenant

Each Leasehold Improvement Sublessee covenants and agrees, respectively, that it will maintain theexclusion from gross income of the interest component of payments of Base Rent received or accrued by Owners ofCertificates pursuant to Section 103(a) of the 1986 Code, as defined below. In furtherance thereof, each of theLeasehold Improvement Sublessees, respectively, will comply with the Tax Certificate (including any supplementsthereto or amendments thereof). Each Leasehold Improvement Sublessees, respectively, further covenants that eachwill pay or cause to be paid as Additional Rent, in accordance with Section 30(f) of the Leasehold ImprovementSublease, to the United States Treasury Department the amounts, if any, necessary to satisfy the rebate requirementsof Section 148(f) of the 1986 Code.

As used in this covenant, 1986 Code shall mean the Internal Revenue Code of 1986, as amended, and theapplicable regulations thereunder.

Notwithstanding any other provision of the Certificate Trust Agreement to the contrary, upon the LeaseholdImprovement Sublessees’ failure to observe, or refusal to comply with, the above covenant, the Owners of theCertificates, or the Certificate Trustee acting on their behalf, shall be entitled to the rights and remedies provided toOwners of the Certificates or the Certificate Trustee under the terms of the Certificate Trust Agreement.

Notwithstanding the foregoing, at the written direction of an Authorized Authority Representative, theCertificate Trustee may issue all or any portion of the Certificates in one or more series as taxable Certificates.

(Section 5.13)

Certificate Trustee; Duties, Removal and Resignation

By executing and delivering the Certificate Trust Agreement, the Certificate Trustee accepts the duties andobligations of the Certificate Trustee provided in the Certificate Trust Agreement, but only upon the terms andconditions set forth in the Certificate Trust Agreement.

MTA may, or the Owners of a majority in aggregate principal amount of all Certificates Outstanding may,with the written consent of MTA, remove the Certificate Trustee initially a party to the Certificate Trust Agreement,and any successor thereto, upon not less than 30 days’ prior written notice to the Certificate Trustee and to theCertificate Owners by mailing, first class postage prepaid, a copy of such notice to the Owners, and may appoint asuccessor trustee, but any such successor shall be a bank or trust company doing business and having its Principal

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Office in the Borough of Manhattan, City and State of New York, having a combined capital (exclusive of borrowedcapital) and surplus of at least Fifty Million Dollars ($50,000,000). All successor trustees must agree to and acceptthe terms and conditions of the Certificate Trust Agreement.

The Certificate Trustee may at any time resign by giving not less than 60 days’ prior written notice to MTAand to the Certificate Owners and each Qualified Swap Provider by mailing, first class postage prepaid, a copy ofsuch notice to the Owners. Upon receiving such notice of resignation, MTA shall have the right to appoint promptlya successor trustee by an instrument in writing, and MTA shall use its best efforts to appoint a qualified successortrustee promptly. Resignation or removal of the Certificate Trustee and appointment of a successor trustee shallbecome effective only upon acceptance of appointment by the successor trustee. If a successor Certificate Trusteeshall not have been appointed within the date designated on such notice of resignation or removal, the resigningCertificate Trustee or MTA may apply to any court of competent jurisdiction to appoint a successor CertificateTrustee meeting the qualifications specified in this section to act until such time, if any, as a successor shall havebeen appointed above as provided. Any successor Certificate Trustee so appointed by such court shall immediatelyand without further act be superseded by any successor Certificate Trustee appointed as above provided within oneyear from the date of the appointment by such court. Each successor trustee appointed upon the resignation of theCertificate Trustee or another successor trustee shall satisfy the qualifications required for a successor trusteeappointed on the removal of the Certificate Trustee or a successor trustee. Each successor trustee shall be authorized to exercise the trust powers granted to the Certificate Trustee in the Certificate Trust Agreement.

(Section 6.02)

Amendment

The Leasehold Improvement Sublessees and the Certificate Trustee, by execution and delivery of aSupplemental Certificate Trust Agreement, may without the consent of, or notice to, any of the Owners or LessorTrustee, amend the Certificate Trust Agreement for any one or more of the following purposes:

(a) To cure any ambiguity, inconsistency or formal defect or omission in the Certificate Trust Agreement;

(b) To grant to or confer upon the Certificate Trustee for the benefit of the Certificate Owners anyadditional rights, remedies, powers or authority that may lawfully be granted to or conferred upon theCertificate Owners or the Certificate Trustee or any of them;

(c) To subject to the lien and pledge of the Certificate Trust Agreement additional revenues or security;

(d) To authorize and provide for the execution and delivery of Additional Certificates and the terms ofsuch Additional Certificates, including as necessary in the determination of an Authorized AuthorityRepresentative to provide for issuance of Additional Certificates where the interest component of BaseRent is variable, and with such other changes, including provision for different reserve fundrequirements subject to the conditions set forth in the Certificate Trust Agreement;

(e) To add to the covenants and agreements of the Certificate Trustee contained in the Certificate TrustAgreement other covenants and agreements thereafter to be observed for the protection of theCertificate Owners;

(f) To evidence any succession within the Leasehold Improvement Sublessees, the Certificate Trustee orLessor Trustee and the assumption by such successors of the requirements, covenants and agreementsof the Leasehold Improvement Sublessees, the Certificate Trustee or Lessor Trustee in the CertificateTrust Agreement and in the Leasehold Improvement Sublease and the Certificates;

(g) To add to the Certificate Trust Agreement any provisions relating to the application of interest earningsin any Fund, Account or Subaccount under the Certificate Trust Agreement required by law to preservethe exclusion from gross income for Federal income tax purposes of interest received on the

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Certificates then Outstanding or to be issued or the exemption of interest received on such Certificatesfrom State income taxation;

(h) To modify, amend or supplement the Certificate Trust Agreement in any manner, not already providedfor in or pursuant to the Supplemental Certificate Trust Agreement authorizing the related series ofCertificates in order to provide for a Reserve Fund Credit Facility, municipal bond insurance policy orother similar arrangement with respect to any series of Certificates, under the Certificate TrustAgreement, so long as an Authorized Authority Representative determines that such SupplementalCertificate Trust Agreement does not materially adversely affect the right, security and interest of theHolders of Outstanding Certificates;

(i) To insert such provisions clarifying matters or questions arising under the Certificate Trust Agreementas are necessary or desirable and are not contrary to or inconsistent with the Certificate TrustAgreement as theretofore in effect; or

(j) To make any other modification or amendment of the Certificate Trust Agreement which theCertificate Trustee shall in its sole discretion determine will not have a material adverse affect on theinterest of Owners of the Certificates;

provided that no amendment shall be adopted which affects the obligations of the Lessor Trustee without the priorwritten consent of Lessor Trustee.

Exclusive of the aforementioned types of amendments and subject to the terms and provisions contained inthis section, and not otherwise, the Owners of not less than a majority in aggregate principal amount of theCertificates then Outstanding shall have the right, from time to time, anything contained in the Certificate TrustAgreement to the contrary notwithstanding, to consent to and approve the execution by the Leasehold ImprovementSublessees, the Lessor Trustee and the Certificate Trustee of such other amendment, as shall be deemed necessaryand desirable by the Leasehold Improvement Sublessees, the Lessor Trustee or the Certificate Trustee for thepurpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisionscontained in the Certificate Trust Agreement or in any amendment thereto, provided, however, that nothing in thissection shall permit, or be construed as permitting: (i) an extension of the maturity of the principal or the interestwith respect to any Certificate executed and delivered under the Certificate Trust Agreement, or a reduction in theprincipal with respect to any Certificate or the rate of interest with respect thereto, without the consent of eachCertificate Owner so affected; or (ii) a privilege or priority of any Certificate over any other Certificate, or areduction in the aggregate principal with respect to the Certificates required for consent to such amendment, withoutthe consent of the Owners of all of the Certificates then Outstanding.

The Leasehold Improvement Sublease may be modified or amended by the parties thereto without theconsent of, or notice to, any of the Owners or the Lessor-Trustee, for any of the purposes for which the CertificateTrust Agreement may be so amended pursuant to paragraph (a) through (j) above of this section. Subject to thefollowing two sentences, without the consent of the Owners of the Certificates, the Certificate Trustee may consentto any other amendment to the Leasehold Improvement Sublease which in its judgment does not have a materialadverse effect on the interests of the Owners of the Certificates. The Certificate Trustee shall not consent to anyamendment or modification of the Leasehold Improvement Sublease which would (i) change the amount of BaseRent required to be paid under the Leasehold Improvement Sublease or the Payment Dates, other than in connectionwith the delivery of Additional Certificates and the refunding of Certificates, (ii) alter the covenant contained inSection 18(d) of the Leasehold Improvement Sublease, or (iii) change any of the covenants or obligations of theLeasehold Improvement Sublessees contained in Section 30 of the Leasehold Improvement Sublease, unless theOwners of not less than a majority in aggregate principal amount of the Certificates then Outstanding shall approvethe Certificate Trustee’s consent to such amendment; provided, however, that no amendment to the LeaseholdImprovement Sublease shall be consented to if the amendment would result: (i) in an extension of the maturity ofthe principal or the interest with respect to any Certificate executed and delivered under the Certificate TrustAgreement, or a reduction in the principal amount of any Certificate or the rate of interest with respect thereto,unless each Certificate Owner so affected consents; or (ii) in a privilege or priority of any Certificate over any otherCertificate, or a reduction in the aggregate principal amount of the Certificates required for consent to suchamendment, unless the Owners of all of the Certificates then Outstanding so consent. Neither the Certificate Trust

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Agreement nor the Leasehold Improvement Sublease shall be modified, amended, altered or changed in any mannerthat would cause, with respect to Certificates that are intended to be tax-exempt, the inclusion of the interestcomponent of Base Rent payments received or accrued by Owners in the gross income of the Owners for Federalincome tax purposes.

If, at any time, the Certificate Trustee shall propose an amendment for any of the purposes of this sectionrequiring the approval of the Certificate Owners, the Certificate Trustee shall, upon being satisfactorily indemnifiedwith respect to expenses, notify the Owners of all Outstanding Certificates of the proposed amendment. Notice ofsuch proposed amendment shall be given not less than thirty (30) days prior to the effective date of the amendmentby mailing, first class postage prepaid, a copy thereof, to the Certificate Owners. Such notice shall briefly set forththe nature of the proposed amendment and shall state that copies thereof are on file at the Principal Office of theCertificate Trustee for inspection by all Certificate Owners. If the requisite number of Owners of OutstandingCertificates shall have consented to and approved the execution and delivery of the Supplemental Certificate TrustAgreement effecting such amendment as provided in the Certificate Trust Agreement, no Owner of any Certificateshall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in anymanner to question the propriety of the execution and delivery thereof, or to enjoin or restrain the Certificate Trusteeor the Leasehold Improvement Sublessees from executing the same or from taking any action pursuant to theprovisions thereof. Upon the execution of any such Supplemental Certificate Trust Agreement, the Certificate TrustAgreement or the Leasehold Improvement Sublease, as the case may be, shall be and is deemed to be modified andamended in accordance with the terms of such Supplemental Certificate Trust Agreement. The Certificate Trusteemay, in its discretion determine whether or not in accordance with the foregoing powers of amendment anyparticular Certificate would be affected by any modification or amendment of the Certificate Trust Agreement as theLeasehold Improvement Sublease and any such determination shall be binding and conclusive on the LeaseholdImprovement Sublessees and the Lessor-Trustee and all the Certificate Owners. The Certificate Trustee may receivean opinion of counsel, as conclusive evidence as to whether particular Certificates would be so affected by any suchmodification or amendment of the Certificate Trust Agreement or the Leasehold Improvement Sublease.Notwithstanding anything in this section or the Certificate Trust Agreement or the Leasehold Improvement Subleaseto the contrary, the consent of the Certificate Owners of any series of Additional Certificates to be executed anddelivered under the Certificate Trust Agreement shall be deemed given if the underwriters or initial purchasers forresale thereof consent in writing to any modification or amendment effected thereby and such proposed modificationor amendment is disclosed in the official statement or other offering document pursuant to which such series ofAdditional Certificates is offered and sold to the public.

(Section 7.01)

Defeasance

If and when the whole amount of the principal and interest components of Base Rent under the LeaseholdImprovement Sublease due and payable with respect to all Outstanding Certificates or any series or maturity withina series of Certificates shall be paid, or provision shall have been made for the payment of the same, by the depositin the Prepayment Subaccounts of the Sublease Payment Fund of cash or securities issued or guaranteed by theUnited States Government in an amount sufficient (together with interest earnings thereon) to provide for paymentof such principal, premium, if any, and interest when due either at maturity or upon earlier prepayment, all amountsrequired to be paid to the United States Government pursuant to section 148(f) of the 1986 Code with respect tosuch Certificates shall have been paid or provided for and all administrative expenses shall have been paid orprovided for with respect to such Certificates, then and in that case, all obligations of the Certificate Trustee withrespect to such Certificates and of the Leasehold Improvement Sublessees with respect to the LeaseholdImprovement Sublease relating to such Certificates shall cease and terminate, except only the obligation of theCertificate Trustee to pay or cause to be paid to such Owners of Certificates all sums due with respect thereto fromamounts provided therefor, and the obligation of the Leasehold Improvement Sublessees to make payments to theUnited States Government pursuant to Section 19 of the Leasehold Improvement Sublease. Any and all such cashand securities so deposited shall be held by the Certificate Trustee and shall be subject to an irrevocable trust to beapplied to the payment of the principal, premium, if any, and interest with respect to the Certificates. Except in theevent of a refunding of all Outstanding Certificates, if all Outstanding Certificates are paid or provided for inaccordance with this section, the Certificate Trustee shall assign and transfer to the Leasehold ImprovementSublessees all property (in excess of the amounts required for the foregoing) then held by the Certificate Trustee

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(including the Leasehold Improvement Sublease and all payments thereunder and all balances in any Fund, Accountor Subaccount created under the Certificate Trust Agreement and all interests in the Project) and shall execute suchdocuments as may be reasonably required by an Authorized Authority Representative. In the event of a refunding ofall Certificates, all such property then held by the Certificate Trustee shall be assigned and transferred, as directed inwriting by an Authorized Authority Representative, to the Certificate Trustee for the refunding certificates ofparticipation. Notwithstanding any other provisions of the Certificate Trust Agreement to the contrary, so long asnecessary in order to maintain the exclusion from gross income for Federal income tax purposes of the interestcomponent of Base Rent under the Leasehold Improvement Sublease and related interest on the Series 2004ACertificates, the tax covenants described above shall survive the payment of the Series 2004A Certificates and theinterest component of Base Rent and related interest thereon, including any payment or defeasance thereof pursuantto the provisions of the Certificate Trust Agreement described in this section.

Notwithstanding anything in the Certificate Trust Agreement to the contrary, in the event that the principaland/or interest components of Base Rent under the Leasehold Improvement Sublease due on the Certificates shall bepaid by an Insurer pursuant to a Policy, the related Certificates shall remain Outstanding for all purposes, not bedefeased or otherwise satisfied and not be considered paid and the assignment and pledge of the Certificate TrustAgreement and all covenants, agreements and other obligations to the registered owners shall continue to exist andshall run to the benefit of each such Insurer, and each such Insurer shall be subrogated to the rights of suchregistered owners.

Notwithstanding the foregoing, the Certificate Trustee shall not transfer or assign any property or fundsheld under the Certificate Trust Agreement to the Leasehold Improvement Sublessees unless either (i) all QualifiedSwaps have been terminated and all amounts due under such Qualified Swaps have been paid to each QualifiedSwap Provider or (ii) each Qualified Swap Provider consents in writing to such transfer or assignment.

(Section 7.02)

Not Debt of State, City or Leasehold Improvements Sublessees

Neither the Certificates, any Parity Swap Obligations, any Subordinated Swap Obligations nor theLeasehold Improvement Sublease constitute or create a debt of the State of New York, The City of New York or any of the Leasehold Improvement Sublessees and neither the State nor the City shall be liable thereon. The solesecurity for the Certificates, any Parity Swap Obligations and any Subordinated Swap Obligations shall be theamounts derived from Base Rent payments and Special Supplemental Rent payments under the Certificate TrustAgreement, Special Additional Supplemental Rent payments made directly to the Qualified Swap Providers underthe Leasehold Improvement Sublease and certain funds held by the Certificate Trustee. Base Rent payments,Special Supplemental Rent payments and Special Additional Supplemental Rent payments are to be made severally,and not jointly (or in the case of Special Supplemental Rent payments relating to Qualified Swaps entered into byLeasehold Improvement Sublessees individually, on an individual basis), by the Leasehold Improvement Sublesseespursuant to the Leasehold Improvement Sublease and are paid from revenues of the Leasehold ImprovementSublessees subject to prior liens and parity claims thereon, solely to the extent and under the terms and conditionsprovided of such Leasehold Improvement Sublease.

(Section 7.12)

Obligations and Agreements of the Leasehold Improvement Sublessees Under the Certificate Trust

Agreement

(a) The obligation of MTA, on behalf of LIRR and MNCRC, to make payments under the LeaseholdImprovement Sublease and the Certificate Trust Agreement, including the payment of Base Rent, SpecialSupplemental Rent, Special Additional Supplemental Rent and any Additional Rent, is not subject to any set-off,defense, counterclaim or recoupment for any reason whatsoever, and is payable solely from AvailableTransportation Revenues after the payment of Senior Transportation Obligations.

Attachment 5 - 49

(b) The obligation of the Transit Authority to make payments under the Leasehold ImprovementSublease and the Certificate Trust Agreement, including the payment of Base Rent, Special Supplemental Rent,Special Additional Supplemental Rent and any Additional Rent, is not subject to any set-off, defense, counterclaimor recoupment for any reason whatsoever, and is payable solely from Available Transportation Revenues after thepayment of Senior Transportation Obligations.

(c) The obligation of the TBTA to make payments under the Leasehold Improvement Sublease andthe Certificate Trust Agreement, including the payment of Base Rent, Special Supplemental Rent, SpecialAdditional Supplemental Rent and any Additional Rent, is not subject to any set-off, defense, counterclaim orrecoupment for any reason whatsoever, and is payable solely from Available TBTA Revenues after the payment ofSenior TBTA Obligations.

(d) The provisions relating to each of the Leasehold Improvement Sublessee’s obligations under theCertificate Trust Agreement to make payments set forth in Section 30(d), (e) and (f) of the Leasehold ImprovementSublease are incorporated by reference in the Certificate Trust Agreement.

(Section 7.15)

Attachment 5 - 50

SUMMARY OF CERTAIN PROVISIONS OF THE GROUND LEASE

Additional Ground Lease Definitions

Additional Rent shall mean any and all sums of any kind or nature whatsoever due, owing or payable toGround Lease Lessor pursuant to the terms and conditions of the Ground Lease, other than Net Rental.

Commencement Date shall mean July 29, 1998.

Default Rate shall mean a rate equal to the Prime Rate plus four percent (4%) per annum, or if such rateunder the circumstances then prevailing shall not be lawful, then at the maximum lawful rate permitted.

Government Related Entity shall mean the United States government, the State of New York, the City ofNew York, any department or agency thereof and any other municipal, public or quasi-public authority now existingor hereafter created or applied and any trustee or bond trustee under a special purpose trust for the benefit of bond orcertificate holders or any of the foregoing including, but not limited to, Ground Lease Lessee and MTA as agent forGround Lease Lessee and any successor transportation agency or authority.

Impositions shall mean, subject to certain exceptions set forth in the Ground Lease, all taxes, assessments,use and occupancy taxes, transit taxes, payments in lieu of taxes, water and sewer charges, rates, and rents, chargesfor public utilities, excises, levies, business improvement district fees, charges or assessments, license and permitfees and other charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind andnature whatsoever, which shall or may during the term of the Ground Lease be assessed, levied, charged, confirmedor imposed upon or become payable out of or become a lien on the Demised Premises or any part thereof, theappurtenances thereto or the sidewalks, streets or vaults adjacent thereto or the rent and income received by or forthe account of Ground Lease Lessee from any subtenants or for any use or occupation of the Demised Premises, orany documents to which Ground Lease Lessee is a party, creating or transferring an interest or estate in the DemisedPremises.

Initial Ground Lease Sublessees shall mean MTA (acting solely on behalf of LIRR and MNCRC), theTransit Authority and TBTA.

Initial Term shall mean the term beginning on the Commencement Date and ending on June 30, 2048.

Net Rental shall mean the annual net rental payable to the Ground Lease Lessor for the Demised Premises.

Prime Rate shall mean the highest prime commercial lending rate in effect for each day as published inThe Wall Street Journal. If the Prime Rate becomes unavailable at any time in The Wall Street Journal (other thanweekends and holidays when the newspaper is not published), the Ground Lease Lessor may use the highest PrimeRate as published in The New York Times. If the Prime Rate ceases to be a commonly published index, the GroundLease Lessor reserves the right to chose a comparable substitute index.

Rental shall include all Net Rental and Additional Rent, as defined.

Term shall mean the Initial Term plus any exercised extension permitted by the Ground Lease.

Extended Terms

Ground Lease Lessee shall have the right to extend the term of the Ground Lease for two successiveperiods of fifteen years each. If Ground Lease Lessee desires to preserve the right to extend the term of the GroundLease for any extended term, it shall give Ground Lease Lessor a notice no later than the day 24 months prior to thethen scheduled expiration date. The Net Rental per annum applicable to any extended term shall equal the greater of(1) 95% of the Fair Market Rent, determined in accordance with the Ground Lease, or (2) the Net Rental payable inthe immediately preceding rent period plus an 8% increase thereon for years 6-11 and an additional 8% increase foryears 12-15 following the applicable extension.

Attachment 5 - 51

After determination of the Fair Market Rent, Ground Lease Lessee may, by notice to Ground Lease Lessorgiven no later than 30 days after Ground Lease Lessee’s receipt of such determination, exercise its right to extendthe term of the Ground Lease at the Net Rent so determined.

(Section 1.2)

Monthly Payment of Rent

The Net Rental is payable, in advance, in equal monthly installments. Additional Rent is paid on the firstday of the month following the date that the obligation to pay any such items of Additional Rent has accrued.

The following schedule sets forth the aggregate Ground Lease Rental Payments based upon a settlementduring 2003 with the building’s owner, as well as each entity’s proportionate share.

GROUND LEASE NET RENTAL PROPORTIONATE SHARES

12 monthsending

January 1

AggregateBase Rent

Requirements

TransitAuthority share

(68.7%)

MTAshare

(21.0%)

TBTAShare

(10.3%)2005 $ 21,039,015 $ 14,453,803 $ 4,418,193 $ 2,167,019 2006 21,039,015 14,453,803 4,418,193 2,167,0192007 21,039,015 14,453,803 4,418,193 2,167,0192008 21,039,015 14,453,803 4,418,193 2,167,0192009 21,039,015 14,453,803 4,418,193 2,167,0192010 23,112,514 15,878,297 4,853,628 2,380,5892011 23,112,514 15,878,297 4,853,628 2,380,5892012 23,112,514 15,878,297 4,853,628 2,380,5892013 23,112,514 15,878,297 4,853,628 2,380,5892014 23,112,514 15,878,297 4,853,628 2,380,5892015 25,351,894 17,416,751 5,323,898 2,611,2452016 25,351,894 17,416,751 5,323,898 2,611,2452017 25,351,894 17,416,751 5,323,898 2,611,2452018 25,351,894 17,416,751 5,323,898 2,611,2452019 25,351,894 17,416,751 5,323,898 2,611,2452020 27,770,425 19,078,282 5,831,789 2,860,3542021 27,770,425 19,078,282 5,831,789 2,860,3542022 27,770,425 19,078,282 5,831,789 2,860,3542023 27,770,425 19,078,282 5,831,789 2,860,3542024 27,770,425 19,078,282 5,831,789 2,860,3542025 30,382,438 20,872,735 6,380,312 3,129,3912026 30,382,438 20,872,735 6,380,312 3,129,3912027 30,382,438 20,872,735 6,380,312 3,129,3912028 30,382,438 20,872,735 6,380,312 3,129,3912029 30,382,438 20,872,735 6,380,312 3,129,3912030 35,815,017 24,604,917 7,521,154 3,688,947

Total(1) $674,096,445 $463,104,258 $141,560,254 $69,431,934

_________________(1) Totals may not add due to rounding.

(Section 2.1)

Net Lease; No Counterclaim, Abatement

Ground Lease Lessor is not required to provide any services to the Demised Premises or any part thereof.Except as otherwise expressly set forth in the Ground Lease, the Ground Lease is meant to be a triple net lease, and

Attachment 5 - 52

Ground Lease Lessee shall pay all costs, charges, taxes, assessments, Impositions and other expenses of everycharacter, foreseen or unforeseen, ordinary or extraordinary, for the payment of which Ground Lease Lessor orGround Lease Lessee is or shall become liable by reason of its respective estate, right, title or interest in theDemised Premises or any part thereof, or which are connected with or arise out of the possession, use, occupancy,maintenance, addition to, repair or rebuilding of the Demised Premises or any part thereof, with certain limitedexceptions provided in the Ground Lease.

(Section 2.3)

Determination of Fair Market Rent

Each determination of Fair Market Rent shall be made in accordance with the rules from time to time ineffect of the American Arbitration Association. There shall be at least two arbitrators, one designated by GroundLease Lessor and one designated by Ground Lease Lessee. In the event the two arbitrators are unable to mediate anagreement between Ground Lease Lessor and Ground Lease Lessee on the Net Rental, the two arbitrators shalljointly designate a third arbitrator. The arbitrators shall render their decision within 60 days after the designation ofthe third arbitrator.

The Fair Market Rent shall be the fair market rent that would be payable for the Demised Premises as ofthe first day of the applicable extended term by a lessee having the then creditworthiness of Ground Lease Lesseeunder a Ground Lease on all of the terms and conditions of the Ground Lease, taking all relevant factors intoconsideration.

Each arbitrator shall render as his or her determination of the Fair Market Rent a fixed dollar amount perannum. The arithmetic average of the two determinations closest to one another shall be and constitute thedetermination of the arbitration, provided, however, that if the highest and lowest determinations are equidistantfrom the middle determination, then the middle determination shall be and constitute the determination of thearbitration.

(Section 2.6)

Default Interest

If a sum payable by Ground Lease Lessee to Ground Lease Lessor pursuant to the Ground Lease is not paid when the same becomes due (which, if no other date is specified in the Ground Lease, is deemed to be thirty (30)days after Ground Lease Lessee receives written demand therefor), such sum shall bear interest from the date suchamount is due to the date of payment at the Default Rate.

(Section 2.7)

Obligation to Pay Impositions; Rights to Contest Impositions

As Additional Rental under the Ground Lease, Ground Lease Lessee will pay, or cause to be paid, on orbefore the last day on which the same may be paid without interest or penalty, subject to the exceptions set forth inthe Ground Lease, all Impositions. Ground Lease Lessee may contest the validity or amount of any Imposition underthe circumstances set forth in the Ground Lease, provided that no such Imposition shall be allowed to remain unpaidfor such length of time as shall permit the Demised Premises or any part thereof, or the lien thereon created by suchitem, to be sold by governmental, city or municipal authority for the non-payment of the same.

(Sections 3.1; 3.4)

Use of Demised Premises

Ground Lease Lessee will use and operate the Building at all times as a first class office building, whichmay include ground floor retail space and a subterranean parking garage. Ground Lease Lessor is not required to

Attachment 5 - 53

furnish any services or facilities or to make any repairs or alterations in or to the Demised Premises during the Term.Ground Lease Lessee assumes full and sole responsibility for (1) the condition, operation, maintenance andmanagement of the Demised Premises from and after the Commencement Date and (2) obtaining from the public orprivate utility and furnishing electricity, gas and/or steam or any other utility or service to the Demised Premises.

(Sections 4.1; 4.2)

Insurance

Any Ground Lease Lessee that is a Government Related Entity will maintain insurance coverage satisfyingthe provisions of the Ground Lease to the extent and in the manner that it is from time to time permitted to do so bylaw, ordinance, agency regulation and policy. If obtained, such coverage may be limited and with a deductiblesignificantly higher or coverages significantly less or omitted altogether and from carriers, endorsements andcertificates substantially different than provided for elsewhere in the Ground Lease. The Ground Lease Lesseeagrees, however, that the insurance policy will contain the lowest deductible Ground Lease Lessee is permitted toprovide. The failure or inability of a Government Related Entity to insure the Demised Premises shall not in anyway limit the liability of the Ground Lease Lessee to restore any casualty or loss that the Demised Premises maysuffer.

(Section 5.14)

Any Ground Lease Lessee that is not a Government Related Entity will, at its sole cost and expense, keepand maintain the following insurance policies:

(a) insurance on the Building against loss or damage by fire and against loss or damage by other risksincluded under the standard Extended Coverage Endorsement as presently adopted for use with theNew York Standard Fire Insurance Policy, in an amount not less than the then full insurable value ofthe Building, with a deductible of not more than $1,500,000;

(b) general public liability insurance protecting and indemnifying Ground Lease Lessee and GroundLease Lessor against any and all claims for damages to person or property or for loss of life or ofproperty occurring upon, in or about the Demised Premises and the adjoining streets and passageways,such insurance to afford immediate protection, to the limit of not less than $100 million in the event of bodily injury or death to any number of persons in any one accident or occurrence and to the limit ofnot less than $50 million for damages or injury to property;

(c) boiler and pressure vessel insurance including pressure pipes in an amount reasonably satisfactory toGround Lease Lessor;

(d) war risk insurance upon the Building as and when such insurance is obtainable at reasonable ratesfrom the United States Government or any agency or instrumentality thereof, and when a state of waror national or public emergency exists or threatens, in an amount equal to the lesser of the amount ofsuch coverage which is available or the full insurable value of the Building;

(e) rent, or use and occupancy or rental value insurance in an amount at least sufficient to meet thepayments for three (3) years of the Net Rental, Impositions and other items of Additional Rent and thedebt charges payable by Ground Lease Lessee on any Leasehold mortgage; and

(f) such other insurance on the Building and in such amounts as may from time to time be reasonablyrequired by Ground Lease Lessor against other insurable hazards which at the time are commonlyinsured against in the case of premises similarly situated.

(Section 5.1)

Attachment 5 - 54

Ground Lease Lessee’s Right to Demolish; Construction of New Building

Provided that no material or monetary default has occurred and is continuing under the Ground Lease, andthe Ground Lease Lessee at such time is a Government Related Entity, then the Ground Lease Lessee shall have theright, without obtaining Ground Lease Lessor’s written approval but subject to the following requirements, and ifGround Lease Lessee is not a Government Related Entity, then Ground Lease Lessee may, after first obtainingGround Lease Lessor’s prior written consent and subject to the following requirements and any other reasonablerequirements or conditions that Ground Lease Lessor may impose as part of its approval, to demolish the ExistingBuilding on or prior to the twenty-fifth (25th) anniversary of the Commencement Date; provided, however, thatGround Lease Lessee shall not demolish or have the right to demolish any exterior portion of the Existing Buildingunless and until Ground Lease Lessee shall have obtained and delivered to Ground Lease Lessor at least 60 daysprior to the commencement of demolition the plans and specifications and building and zoning permits as requiredunder applicable laws permitting the construction of a Replacement Building meeting the requirements set forth inthe Ground Lease and containing not less than 1,595,000 rentable square feet of floor area. If Ground Lease Lesseedemolishes the Existing Building, then Ground Lease Lessee covenants and warrants to Ground Lease Lessor that itwill, at its expense and cost and at no cost or liability to Ground Lease Lessor, within three years after thecommencement of such demolition, complete construction on the Land of the Replacement Building in compliancewith the provisions of the Ground Lease.

A Government Related Entity shall have the right to demolish the Existing Building during the period afterthe twenty-fifth (25th) anniversary of the Commencement Date but ending on or prior to the thirty-fifth (35th)anniversary of the Commencement Date, by giving at least one hundred eighty (180) days prior written notice of itselection to do so, provided that such election shall also serve as and be deemed to be Ground Lease Lessee’sirrevocable election to extend the Term for the first 15-year renewal term. A Government Related Entity shall havethe right to demolish the Existing Building during the period after the thirty-fifth (35th) anniversary of theCommencement Date but ending on or prior to the forty-eighth year and fifth month (48th year and 5th month)anniversary of the Commencement Date, by giving at least one hundred eighty (180) days prior written notice of itselection to do so, provided that such election shall also serve as and be deemed to be Ground Lease Lessee’sirrevocable election to extend the Term for the first and second 15-year renewal terms.

(Section 6.1)

If Ground Lease Lessee is a Government Related Entity, then Ground Lease Lessee shall not commencedemolition of the Existing Building unless, at the time of such commencement, Ground Lease Lessee providesevidence to Ground Lease Lessor of the source of funds available from bond proceeds, lines of credit, commercialpaper and other cash on hand which Ground Lease Lessee agrees will be sufficient for the construction of theReplacement Building or, failing which, such other assurances or security as Ground Lease Lessor shall reasonablyrequire.

(Section 6.7)

If Ground Lease Lessee is not a Government Related Entity, then Ground Lease Lessee shall notcommence demolition of the Existing Building unless (i) at the time of commencement, Ground Lease Lessee’scommercial paper or bond rating (as applicable) is investment grade, and (ii) prior to commencing demolition,Ground Lease Lessee posts appropriate security to secure its obligations under the Ground Lease.

(Section 6.6)

The exercise of any such right of demolition and construction of a Replacement Building by Ground LeaseLessee shall in no way affect Ground Lease Lessee’s obligation to pay Net Rental, Impositions or Additional Rent or any other item of Rent under the Ground Lease as and when required.

(Section 6.9)

Attachment 5 - 55

Repairs and Maintenance

The Ground Lease Lessee agrees, at the Ground Lease Lessee’s own cost and expense, to take good care of, maintain and repair the Demised Premises and of any building now or hereafter erected thereon and the equipmentthereof in a manner consistent with a first class office building and to maintain and keep the same and all partsthereof including, but not limited to, all water, drainage, electric lighting, heating, air conditioning, gas, elevator,power, sewer, plumbing, ventilating and all other fixtures and facilities therein of whatever kind or nature in goodorder and condition; to suffer or permit no waste, overloading, damaging, defacing, nuisance or injury thereto, andto keep the sidewalks, streets and curbs adjacent to or abutting the premises free of snow, ice, dirt, rubbish and otherobstacles and to make and do all repairs and alterations required to the interior and exterior, ordinary andextraordinary, unforeseen as well as foreseen, including the roof, vaults (if any), sidewalks, curbs, water and sewerconnections, water, gas and electrical pipe and conduits, and all other equipment, fixtures and appurtenances to orconnected with said premises, which said repairs, alterations, additions and improvements shall be in quality andclass equal to or better than the original work.

(Section 7.1)

Alterations

Ground Lease Lessee shall have the right at any time and from time to time, at its sole cost and expense, tomake major and minor non-structural, and minor structural, changes, alterations, restorations and additions in, to orof the Existing Building or the Replacement Building (sometimes hereinafter collectively referred to as“Alterations”), title to all of which shall be in and belong to Ground Lease Lessee until the expiration of the Term ofthe Ground Lease, whereupon title shall revert and be surrendered to Ground Lease Lessor. Ground Lease Lessee’sright to make Alterations (including, without limitation, any tenant improvements for the account of the InitialGround Lease Sublessees (“Initial Ground Lease Sublessee Improvements”) shall be subject to the followingconditions:

(a) Any Alteration shall be made promptly (unavoidable delays excepted) and in a good and workmanlikemanner and in compliance with all applicable permits and authorizations and building and zoning lawsand all other laws and ordinances.

(b) Whenever appropriate, the insurance required by the Ground Lease shall be maintained by GroundLease Lessee at Ground Lease Lessee’s sole cost and expense at all times when any work is in processin connection with any change, alteration or restoration.

(c) Any Alteration shall, when completed, be of such a character as not to substantially reduce the size,value and utility of the Existing Building or the Replacement Building below its value and utilityimmediately before such Alteration.

(d) Ground Lease Lessee shall, with respect to any Alteration, comply with the requirements of anyQualified Leasehold Mortgage described in Section 18.3 of the Ground Lease.

(e) The Alteration shall be fully paid for so that the Demised Premises shall at all times be free of anymechanic’s liens, chattel mortgages, conditional bills of sale, security interests and other chargesarising out of such change, alteration or restoration (other than a lien or security interest given inconnection with a Leasehold Improvement Financing).

(f) Before the commencement of any Alteration (except for certain Initial Ground Lease SublesseeImprovements) of any structural change or structural Alteration, Ground Lease Lessee shall givenotice to, and receive consent or approval from, Ground Lease Lessor, under the circumstancesprovided in the Ground Lease.

(Section 9.1)

Attachment 5 - 56

All Alterations, including any Replacement Building erected on the Demised Premises by Ground LeaseLessee, shall be and be deemed to be the property of Ground Lease Lessee until the expiration of the term of theGround Lease, whereupon title shall revert to Ground Lease Lessor. Upon the termination of the Ground Lease, allAlterations, including any Replacement Building erected on the Demised Premises shall immediately andautomatically become the property of Ground Lease Lessor without any encumbrance of the Ground Lease or anyinterest of Ground Lease Lessee without any further notice to or documentation from Ground Lease Lessee.

(Section 9.2)

No Liens

Except as otherwise expressly provided in the Ground Lease to the contrary, Ground Lease Lessee shall notcreate or permit to be created or to remain, and shall promptly discharge any Lien, including but not limited to anylien, encumbrance or charge (levied on account of any Imposition or any mechanic’s, laborer’s or materialman’s lienor any conditional sale, title retention agreement, chattel mortgage, security interest, financing statement, orotherwise) which might be or become a lien, encumbrance or charge upon the Demised Premises or any part thereofor the income therefrom, and Ground Lease Lessee shall not suffer any other matter or thing whereby the estate,rights and interest of Ground Lease Lessor in the Demised Premises or any part thereof or the income therefrommight lie impaired; provided that any Imposition may, after the same becomes a lien on the Demised Premises, bepaid or contested in accordance with the Ground Lease and any mechanic’s, laborer’s or materialman’s lien may bedischarged in accordance with the Ground Lease.

(Section 10.1)

Ground Lease Lessor May Cure Defaults

Except as otherwise specifically provided in the Ground Lease, if the Ground Lease Lessee defaults in theperformance of any covenant contained in the Ground Lease and to be performed on the Ground Lease Lessee’spart, the Ground Lease Lessor may, after thirty (30) days’ notice to the Ground Lease Lessee, and to any otherperson entitled to notice of default, or without notice if an emergency exists, perform the same for the account and atthe expense of the Ground Lease Lessee. If the Ground Lease Lessor should incur any expense, including reasonable attorney’s fees, in instituting, prosecuting or defending any action or proceeding instituted by reason of any defaultof the Ground Lease Lessee, the Ground Lease Lessee will reimburse the Ground Lease Lessor for the amount ofsuch expense. Should the Ground Lease Lessee become obligated to reimburse or otherwise pay the Ground LeaseLessor one or more sums of money in addition to the net rent, the amount thereof will be deemed Additional Rentand may, at the option of the Ground Lease Lessor, be added to any subsequent installment of the net rent due andpayable under the Ground Lease, in which event the Ground Lease Lessor shall have the remedies for default in thepayment thereof provided by the Ground Lease.

(Section 11.1)

Right of First Offer to Purchase Demised Premises

The following right of first offer to purchase the Demised Premises only applies at such time as the GroundLease Lessee or performing agent thereof under the Ground Lease is a Government Related Entity and only for thebenefit of such Government Related Entity. Other than with respect to a Permitted Family Transfer, if at any timeduring the Term, Ground Lease Lessor or any permitted successor owner of the Land decides to sell its right, titleand interest in the Land (which sale shall be subject to the Ground Lease and the rights of Ground Lease Lesseethereunder, including Ground Lease Lessee’s continuing right to purchase for any subsequent proposed transfer),Ground Lease Lessor will, provided Ground Lease Lessee is not then in material or monetary default (provided thatif Ground Lease Lessee is in default and cures such default, Ground Lease Lessee’s rights to purchase shall berestored), give Ground Lease Lessee written notice of the terms and conditions upon which Ground Lease Lessor iswilling to make such sale. Ground Lease Lessor shall not sell or attempt to sell or otherwise transfer (except for aPermitted Family Transfer or a foreclosure proceeding or deed in lieu of foreclosure) any other interests in the Landor the Ground Lease or assign any interests by underlying Ground Lease or otherwise, or air rights or development

Attachment 5 - 57

rights to the Land or Building or the Adjoining Land, during the Term. Provided Ground Lease Lessee shall havetimely given written notice of its election to do so, Ground Lease Lessee shall have the right to purchase the GroundLease Lessor’s right, title and interest in the Land together with any Adjoining Land, development rights and airrights conveyed to Ground Lease Lessor pursuant to the terms of the Ground Lease on the terms set forth in theGround Lease Lessor’s written notice. Ground Lease Lessee shall have thirty (30) days (time being of the essence)following receipt of Ground Lease Lessor’s notice to accept such terms and if Ground Lease Lessee shall fail toaccept such terms within said thirty (30) day period, Ground Lease Lessee shall have and be deemed to have waivedits right to purchase the Land, Ground Lease Lessor shall be free to offer all of its right, title and interest to the Landfor sale on substantially the same terms and conditions contained in Ground Lease Lessor’s notice to Ground LeaseLessee with such immaterial modifications thereto as Ground Lease Lessor may reasonably approve, but not areduction of the purchase price from the price set forth in Ground Lease Lessor’s notice. If a contract for a proposedsale is not made by Ground Lease Lessor within six (6) months after the expiration of the period for Ground LeaseLessee’s acceptance of Ground Lease Lessor’s offer, Ground Lease Lessor shall re-offer to sell the Land on suchterms and conditions as may be determined by Ground Lease Lessor as provided in the Ground Lease beforeoffering the same for sale to any other proposed purchaser. Any sale of the Land that is completed under the GroundLease to a third party shall be subject to the continuing rights of any Ground Lease Lessee who is a GovernmentRelated Entity with respect to each and every proposed sale by any purchaser or subsequent purchaser during theTerm of the Ground Lease.

In the event a Qualified Fee Mortgagee shall commence a foreclosure proceeding in respect of a QualifiedFee Mortgage, such Qualified Fee Mortgagee shall (solely in the event the Ground Lease Lessee or its agent is thena Government Related Entity) notify Ground Lease Lessee and its agent and any Qualified Leasehold Mortgagee inwriting that it has commenced a foreclosure proceeding, and Ground Lease Lessee, or its agent and any QualifiedLeasehold Mortgagee, as the case may be, may elect to pay the Qualified Fee Mortgage in full (including, withoutlimitation, all accrued and unpaid interest and principal, together with any applicable prepayment fees, premiums orcharges, rate unwinding costs, funding, losses and breakage costs) and purchase the Qualified Fee Mortgage withinninety (90) days after receipt of such Qualified Fee Mortgagee’s notice. The Qualified Fee Mortgagee shall have theright to prosecute the foreclosure proceeding during such ninety (90) day period. In the event Ground Lease Lesseeor its agent or any Qualified Leasehold Mortgagee shall not so elect in said ninety (90) day period, the Qualified FeeMortgagee shall be free to complete its foreclosure proceeding or to accept a deed in lieu of foreclosure fromGround Lease Lessor without being subject to this section thereafter (except that the provisions of this section shallcontinue to apply to any future foreclosure proceedings in respect of a Qualified Fee Mortgage); provided, however,such proceeding shall not affect the Ground Lease and Ground Lease Lessee’s interest thereunder and Ground LeaseLessee shall not be joined as a party defendant in any proceeding thereon.

In the event a Qualified Fee Mortgagee shall receive an offer from Ground Lease Lessor to give suchQualified Fee Mortgagee a deed in lieu of foreclosure prior to commencement of a foreclosure proceeding in respectof a Qualified Fee Mortgage, and the Qualified Fee Mortgagee desires to accept such offer, such Qualified FeeMortgagee may (solely in the event the Ground Lease Lessee or its agent is then a Government Related Entity), butshall not be required to, notify Ground Lease Lessee and its agent and any Qualified Leasehold Mortgagee in writingthat Ground Lease Lessor has offered to deliver a deed in lieu of foreclosure to such Qualified Fee Mortgagee, andGround Lease Lessee or its agent, or any Qualified Leasehold Mortgagee, as the case may be, may elect to pay theQualified Fee Mortgage in full (including, without limitation, all accrued and unpaid interest and principal, togetherwith any applicable prepayment fees, premiums or charges, rate unwinding costs, funding, losses and breakagecosts) and purchase the Qualified Fee Mortgage within ninety (90) days after the receipt of such Qualified FeeMortgagee’s notice. In the event Ground Lease Lessee or its agent or any Qualified Leasehold Mortgagee shall notso elect in said ninety (90) day period, the Qualified Fee Mortgagee shall be free to accept a deed in lieu offoreclosure from Ground Lease Lessor without being subject to this section thereafter (except that the provisions ofthis section shall continue to apply to any future foreclosure proceedings in respect of a Qualified Fee Mortgage);provided, however, such acceptance of such deed shall not affect the Ground Lease and Ground Lease Lessee’sinterest thereunder. In the event the Qualified Fee Mortgagee shall have elected not to give the notice as aforesaid,such election shall not affect the Qualified Fee Mortgagee’s rights to foreclose the Qualified Fee Mortgage or toaccept a deed in lieu of foreclosure provided the Qualified Fee Mortgagee shall comply with the provisions of theGround Lease.

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Notwithstanding anything to the contrary contained in the foregoing provisions of this section, a QualifiedFee Mortgagee shall have the right to accept a deed in lieu of foreclosure at any time without notice to Ground LeaseLessee, provided that promptly after accepting such deed in lieu of foreclosure, such Qualified Fee Mortgagee shallgive Ground Lease Lessee and its agent (solely in the event the Ground Lease Lessee or its agent is then aGovernment Related Entity) notice that it has accepted a deed in lieu of foreclosure and Ground Lease Lessee or itsagent shall have the right to purchase the Qualified Fee Mortgagee’s interest in the Land within ninety (90) daysafter the receipt of such Qualified Fee Mortgagee’s notice, upon payment to the Qualified Fee Mortgagee of apurchase price in an amount equal to all amounts that were due and owing on the Qualified Fee Mortgage(including, without limitation, all accrued and unpaid interest and principal, together with any applicableprepayment fees, premiums or charges, rate unwinding costs, funding, losses and breakage costs) as of the date thatsuch Qualified Fee Mortgagee accepted such deed in lieu of foreclosure. Such purchase shall be closed within thelater to occur of (i) thirty (30) days after Ground Lease Lessee or its agent gives notice to the Qualified FeeMortgagee of its exercise of its right to purchase pursuant to this subsection or (ii) ninety (90) days after notice fromthe Qualified Fee Mortgagee, and at such closing the Qualified Fee Mortgagee shall convey fee simple absolute titleto the Qualified Fee Mortgagee’s interest in the Land to Ground Lease Lessee or its agent or designee, as the casemay be, subject only to the Permitted Encumbrances (other than any Fee Mortgage) and such other title exceptionsthat were included on the deed in lieu of foreclosure, and upon Ground Lease Lessee’s or its agent’s election, subjectto the Ground Lease, with a non-merger clause in the deed maintaining the Ground Lease Lessee’s or its agent’s ordesignee’s separate interests in and to the Land and the Demised Premises.

(Section 12.1)

Damage or Destruction

If, at any time during the Term, the Demised Premises or any part thereof shall be damaged or destroyed byfire or other casualty (including any casualty for which insurance coverage was not obtained or obtainable) of anykind or nature, ordinary or extraordinary, foreseen or unforeseen, Ground Lease Lessee, at its sole cost and expense,and whether or not the insurance proceeds, if any, shall be sufficient for the purpose, shall proceed with reasonablediligence to repair, alter, restore, replace or rebuild the same as nearly as possible to its value, condition andcharacter a first-class office building immediately prior to such damage or destruction, subject to applicable legalrestrictions and such changes or alterations as Ground Lease Lessee may elect to make in conformity with theprovisions of the Ground Lease.

Notwithstanding the foregoing, if the Demised Premises or any part thereof shall be damaged or destroyedby fire or other insured casualty during the last five (5) years of the Term, Ground Lease Lessee may elect by givingwritten notice to Ground Lease Lessor within thirty (30) days after such damage or destruction, not to repair andrestore the portion of the Demised Premises so damaged or destroyed, provided that, and conditioned upon allproceeds of insurance under any applicable insurance required under the Ground Lease plus any deductible beingpaid in full to Ground Lease Lessor, within ten (10) days after final settlement under any applicable policy, and ifGround Lease Lessee is a Government Related Entity and has not procured insurance, cash equal to the fullreplacement value of the damaged portion of the Demised Premises, or if the entire Demised Premises is destroyed,of the entire Demised Premises, as applicable, shall be paid in full to Ground Lease Lessor, within ten (10) daysafter such election is made, and the Ground Lease and the Term thereof shall continue in full force and effect andGround Lease Lessee shall pay all Net Rental, Impositions and Additional Rent as the same shall accrue under theGround Lease in full without any abatement, deduction or offset whatsoever. Ground Lease Lessee’s obligation torepair or restore in accordance with the preceding paragraph shall only be suspended for so long as all of thepreceding conditions shall continue to be satisfied. Upon failure of any such condition the requirements of thepreceding paragraph shall be automatically restated.

(Section 15.1)

No Abatement of Rent

Except in certain instances relating to condemnation as described in the Ground Lease, in no event shallGround Lease Lessee be entitled to any abatement, allowance, reduction or suspension of Net Rental or AdditionalRent because part or all of the Demised Premises shall be untenantable owing to the partial or total destruction

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thereof, and no such damage or destruction shall affect in any way the obligation of Ground Lease Lessee to pay theNet Rental, Impositions and other items of Additional Rent and other charges in the Ground Lease reserved orrequired to be paid, nor release Ground Lease Lessee of or from any obligation imposed upon Ground Lease Lesseeunder the Ground Lease.

(Section 15.5)

Assignment and Subletting Generally

Provided that Ground Lease Lessee is not in monetary or material default of any provision of the GroundLease, Ground Lease Lessee may: (1) sublet any portion of the Demised Premises, mortgage, pledge or encumberthe Ground Lease or any interest therein, or any part thereof, or (2) assign the Ground Lease or portions thereof,without the consent of Ground Lease Lessor, provided that (a) Ground Lease Lessee shall deliver to Ground LeaseLessor a fully executed counterpart of each such sublease, assignment, mortgage or other relevant instrument andany modification or amendment of any of the foregoing promptly after execution thereof and shall notify GroundLease Lessor of any occupancy no later than the date on which such occupancy is to be taken, (b) no assignment,whether by operation of law, consolidation, merger or otherwise, shall be made unless within fifteen (15) daysthereafter, the assignee shall execute and deliver to Ground Lease Lessor an instrument assuming all the obligationsof Ground Lease Lessee under the Ground Lease thereafter accruing, (c) no sublease, assignment, mortgage or othertransaction, and no assumption, shall affect or reduce any of the obligations of Ground Lease Lessee (including theoriginal Ground Lease Lessee and each such assignee) under the Ground Lease, but the Ground Lease and all theobligations of Ground Lease Lessee (including the original Ground Lease Lessee and each such assignee) under theGround Lease shall continue in full force and effect as the obligations of a principal and not the obligations of aguarantor or surety, and (d) each sublease, assignment, mortgage or other instrument made by Ground Lease Lesseeon or after the date of the Ground Lease shall be subject and subordinate to the Ground Lease and the terms andprovisions thereof. Each sublease of all or any part of the Demised Premises made by Ground Lease Lessee on orafter the date of the Ground Lease shall provide that if Ground Lease Lessor shall terminate the Ground Lease priorto the scheduled expiration date of such sublease then, upon Ground Lease Lessor’s request, the subtenant under theGround Lease (and anyone holding by, through or under such subtenant) shall attorn to Ground Lease Lessor uponall of the terms, covenants and conditions of such sublease. Ground Lease Lessee assigns to Ground Lease Lessor all rents and other sums due to Ground Lease Lessee under any sublease of all or any part of the Demised Premises asconditional security for Ground Lease Lessee’s obligations under the Ground Lease in the event of default and non-performance or cure by Ground Lease Lessee thereof; provided, however, that other than upon the occurrence of andduring the continuance of an Event of Default, Ground Lease Lessee may freely modify or terminate all or any ofthe subleases or otherwise deal with all or any of the subtenants, may permit prepayments of rent and may retain allsuch rents (paid when due or prepaid) and other sums free of any claim or lien of Ground Lease Lessor; provided,further, however, that with respect to any sublease with respect to which Ground Lease Lessor and the subtenanthave executed a non-disturbance agreement, Ground Lease Lessor shall be bound by prepayments of rent andmodifications of such sublease only to the extent provided in such non-disturbance agreement. All amounts receivedby Ground Lease Lessor pursuant to the preceding sentence shall be setoff against Ground Lease Lessee’sobligations under the Ground Lease. The foregoing provisions are subject to the rights of the Initial Ground LeaseSublessees to enter into the financing subleases.

The provisions of this paragraph are effective only at such times as Ground Lease Lessee or its successor isa Government Related Entity. The interest of Ground Lease Lessor, or Ground Lease Lessor’s permitted successorsin interest, in the Ground Lease and/or in and to the Demised Premises may be sold, conveyed, assigned orotherwise transferred, or (subject to the dollar limitations set forth in the Ground Lease) mortgaged, pledged orotherwise encumbered, without the consent of Ground Lease Lessee, only to family members of the managingmember of the Ground Lease Lessor who executed the Ground Lease or family members of his descendants, trustsfor the benefit of family members of such managing member or for the benefit of family members of hisdescendants (collectively referred to as “Family Members”) and entities which are wholly owned and controlleddirectly by Family Members and which entities shall continue to be owned and controlled directly by FamilyMembers for the Term (all of the foregoing being “Permitted Family Transfers”). Any other sale, conveyance,assignment or transfer shall be subject to (i) the conditions of Ground Lease Lessee’s Rights of First Offerhereinafter described, and (2) the Ground Lease Lessee’s approval of the character and fitness of such new owners ifand only if Ground Lease Lessee or Initial Ground Lease Sublessees are Government Related Entities as follows:

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such other sale, conveyance, assignment or transfer shall not be to a person in which an ownership interest, in theaggregate, of five percent (5%) or greater is then held, directly or indirectly, by any individual (a) who has ever been convicted of a felony, (b) against whom any action or proceeding is pending to enforce rights of the State of NewYork or any agency, department, public authority or public benefit corporation thereof arising out of a mortgageobligation to the State of New York or to any such agency, department, public authority or public benefitcorporation, or (c) with respect to whom any notice of substantial monetary default which remains uncured has beengiven by the State of New York or any agency, department, public authority or any public benefit corporationthereof arising out of a mortgage obligation to the State of New York or to any such agency, department, publicauthority or public benefit corporation.

Ground Lease Lessee shall remain fully liable for the performance of all of Ground Lease Lessee’sobligations under the Ground Lease notwithstanding any subletting provided for in the Ground Lease, and, withoutlimiting the generality of the foregoing, shall remain fully responsible and liable to Ground Lease Lessor for all actsand omissions of any subtenant or anyone claiming under or through any subtenant which shall be in violation ofany of the obligations of the Ground Lease and any such violation shall be deemed to be a violation by GroundLease Lessee.

Notwithstanding any assignment and assumption by the assignee of the obligations of the Ground LeaseLessee under the Ground Lease, Ground Lease Lessee, or any immediate or remote successor in interest of GroundLease Lessee, shall remain liable jointly and severally (as a primary obligor) with its assignee and all subsequentassignees for the performance of Ground Lease Lessee’s obligations under the Ground Lease.

Effective as of the date of the happening of an Event of Default, subject to any applicable grace periods,Ground Lease Lessee assigns to Ground Lease Lessor all of its right, title and interest in and to all future subleasesand all rents due and to become due thereunder. After the effective date of such assignment, Ground Lease Lessorshall apply any net amount collected by it from subtenants to the Net Rental or Additional Rent due under theGround Lease.

(Section 18.1)

Fee Mortgagees

Except as expressly set forth in the Ground Lease, Ground Lease Lessor may not encumber by way ofmortgage or other financing instrument the fee title of Ground Lease Lessor to the Demised Premises during theTerm of the Ground Lease.

Any Fee Mortgage entered into covering the fee interest of Ground Lease Lessor in the Land and GroundLease Lessor’s interest in the Demised Premises and any extensions and/or modifications of any such Fee Mortgagemust be made to a Qualified Fee Mortgagee and such Fee Mortgage shall be subject and subordinate to the GroundLease and the leasehold estate created by the Ground Lease and any modification, extension or other amendment ofthe Ground Lease and any succeeding Ground Lease made pursuant to the provisions of the Ground Lease and anyQualified Leasehold Mortgage. In confirmation of the foregoing, any Fee Mortgage entered into must provide that,upon ten (10) days written notice from Ground Lease Lessee, the holder of such Fee Mortgage will execute aninstrument in recordable form further evidencing such subordination for the benefit of the Ground Lease Lessee andany Qualified Leasehold Mortgagee.

“Qualified Fee Mortgagee” shall mean the holder of a fully subordinated Fee Mortgage or LeaseholdImprovement Financing subordinated to the Ground Lease and conforming to the “Cap” (as hereinafter described)who shall give Ground Lease Lessee written notice of the making of the Fee Mortgage or Leasehold ImprovementFinancing and conformed copies thereof and which is a savings bank, bank or trust company, whether actingindividually or in a fiduciary capacity, an insurance company organized and existing under the laws of the UnitedStates or any state thereof, a real estate investment trust, a religious, educational, eleemosynary institution, a union,federal, state, municipal or corporate employees’ welfare pension, profit sharing or retirement fund or system, acommercial finance company, investment bank, merchant bank, an indenture or bond trustee, a trustee with respectto the issuance of commercial paper, bonds, commercial mortgage securities, collateralized mortgage obligations,

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certificates of participation or similar financial instruments or an entity similar to any of the foregoing meeting thefollowing criteria for such entity:

(1) an insurance company, savings bank, bank or trust company (acting individually) must have grossassets of at least $100,000,000.

(2) any of the foregoing acting in a fiduciary capacity must be acting in each case for trusts havingassets in the aggregate of at least $25,000,000.

(3) a real estate investment trust must have a net worth of not less than $10,000,000 (including networth represented by certificates of beneficial interest).

(4) religious, educational or eleemosynary institutions must have an endowment of not less than$25,000,000.

(5) a union, federal, state, municipal or corporate employees’ welfare pension or profit sharing trust orretirement fund or system must have assets of not less than $25,000,000.

(6) a commercial finance company must have either (a) a net worth of $10,000,000, or (b) assets of$50,000,000.

(7) any entity now or in the future whose function or purpose is substantially similar to any of theforegoing and having a corresponding net worth to the entity described above that it is most similarto.

Ground Lease Lessor warrants and covenants that all holders of Fee Mortgages will be Qualified FeeMortgagees and agrees to permit the Ground Lease Lessee or any Qualified Leasehold Mortgagee to cure anydefault by Ground Lease Lessor under all Fee Mortgages. Ground Lease Lessor covenants and warrants that all FeeMortgages shall contain specific provisions requiring such holders and such Fee Mortgages to comply with thissection.

The total aggregate indebtedness under all Qualified Fee Mortgages at any time shall not exceed a sum thatcould be financed as a self-liquidating mortgage by the end of the Term of the Ground Lease (including anyextensions thereof as may be exercised by Ground Lease Lessee) with debt service constituting no more than 90% of the cash flow payable to Ground Lease Lessor under the Ground Lease (the “Cap”), including, without limitation, areasonable projection of scheduled Net Rental and Additional Rent increases over the Term of the Ground Lease.

(Section 18.2)

Leasehold Mortgages

Without the prior consent of Ground Lease Lessor, Ground Lease Lessee shall, from time to time, have theright to mortgage the Ground Lease and the leasehold estate created thereby to a Qualified Leasehold Mortgageeprovided that the aggregate principal amount of all leasehold mortgages shall not exceed an amount equal to the costof any improvements invested in the Demised Premises from time to time, together with related reserve funds andfinancing costs. The execution and delivery of any leasehold mortgage to a Qualified Leasehold Mortgagee shall notbe deemed to constitute an assignment or transfer of the Ground Lease nor shall the Qualified Leasehold Mortgagee,as such, be deemed an assignee or transferee of the Ground Lease so as to require such holder to assume theperformance of any of the terms, covenants or conditions on the part of Ground Lease Lessee to be performed underthe Ground Lease.

No purchaser or transferee at any foreclosure sale, or other transfer authorized by law, shall acquire anyright, title or interest in or to the Ground Lease or the leasehold estate created thereby unless (1) the said purchaseror transferee shall, in the instrument transferring the same, assume and agree to keep, observe and perform all of theterms, covenants and conditions of the Ground Lease on the part of the Ground Lease Lessee to be kept, observed

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and performed, and (2) a duplicate-original of said assumption, in a form reasonably satisfactory to Ground LeaseLessor, duly executed and acknowledged by such purchaser or transferee shall be delivered to Ground Lease Lessor,immediately upon the consummation of such sale or transfer.

Ground Lease Lessor agrees that if Ground Lease Lessor shall become entitled to serve a notice of electionto end the term of the Ground Lease upon the occurrence of any default by Ground Lease Lessee, Ground LeaseLessor will, before serving such notice of termination give to all Qualified Leasehold Mortgagees a further notice (inaddition to the notice and time to cure already afforded the Ground Lease Lessee) that a specified default remainsunremedied and that Ground Lease Lessor is entitled to serve a notice of termination and a Qualified LeaseholdMortgagee shall have the right to remedy such default within a period of ninety (90) days after the service of suchnotice. If Ground Lease Lessor shall commence summary dispossess proceedings or other proceedings (“SummaryProceedings”) for non-payment of rent without giving notice of election to terminate the Ground Lease, GroundLease Lessor agrees that Ground Lease Lessor will, before commencing such Summary Proceedings, give to allQualified Leasehold Mortgagees a notice setting forth the amount of unpaid rent constituting such default, and thatthe Ground Lease Lessor intends to commence Summary Proceedings, and each Qualified Leasehold Mortgageeshall have the right to remedy such default within a period of ninety (90) days after the service of such notice.

In case of the occurrence of a default, Ground Lease Lessor agrees that if, within thirty (30) days after thefurther notice referred to in the preceding paragraph, a Qualified Leasehold Mortgagee shall

(1) notify Ground Lease Lessor of its election to proceed with due diligence promptly to acquirepossession of the Demised Premises or to foreclose the Leasehold mortgage or otherwise toextinguish Ground Lease Lessee’s interest in the Ground Lease, and

(2) deliver to Ground Lease Lessor an instrument in writing duly executed and acknowledged whereinthe Qualified Leasehold Mortgagee agrees that

(a) during the period that such Qualified Leasehold Mortgagee shall be in possession of theDemised Premises and/or during the pendency of any such foreclosure or other proceedingsand until the interest of Ground Lease Lessee in the Ground Lease shall terminate, as the casemay be, it will pay or cause to be paid to Ground Lease Lessor all sums from time to timebecoming due under the Ground Lease for Net Rental and Additional Rent and shall maintainto the extent obtainable, any and all insurance policies required under the Ground Lease (fora non-Governmental Related Entity), and

(b) if delivery of possession of the Demised Premises shall be made to such Qualified LeaseholdMortgagee, or, in the event such Qualified Leasehold Mortgagee is an institution, to itsnominee, whether voluntary or pursuant to any foreclosure or other proceedings or otherwise,such Qualified Leasehold Mortgagee shall, promptly following such delivery of possession,perform or cause such nominee to perform, as the case may be, all the covenants andagreements contained in the Ground Lease on the Ground Lease Lessee’s part to beperformed to the extent that Ground Lease Lessee shall have failed to perform the same to thedate of delivery of possession, as aforesaid, except such covenants and agreements whichcannot with the exercise of due diligence be performed by such Qualified LeaseholdMortgagee or such nominee,

Ground Lease Lessor will postpone the service of notice of election to end the term of the Ground Lease forsuch period or periods of time as may be necessary for such Qualified Leasehold Mortgagee, with the exercise ofdue diligence, to extinguish Ground Lease Lessee’s interest in the Ground Lease, as aforesaid, and to perform orcause to be performed all of the said covenants and agreements contained therein. Upon such extinguishment ofGround Lease Lessee’s interest in the Ground Lease and such performance by such Qualified Leasehold Mortgageeor such nominee, or by any purchaser of the Ground Lease, pursuant to any foreclosure proceeding, Ground LeaseLessor’s right to serve a notice of election to end the term of the Ground Lease based upon the occurrence of anysuch default and the existence of any such default which cannot with the exercise of such diligence be remedied bysuch Qualified Leasehold Mortgagee or its nominee or by such purchaser, shall be, and be deemed to be, waived.Nothing contained in the Ground Lease shall be deemed to require a Qualified Leasehold Mortgagee to continue

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with any foreclosure or other proceedings or, in the event such Qualified Leasehold Mortgagee shall otherwiseacquire possession of the Demised Premises, to continue such possession, if the default in respect of which GroundLease Lessor shall have given the notice provided for in the preceding paragraph shall be remedied. If prior to anysale pursuant to any proceeding brought to foreclose any leasehold mortgage, or, if prior to the date on whichGround Lease Lessee’s interest in the Ground Lease shall otherwise be extinguished, the default in respect of whichGround Lease Lessor shall have given the notice provided for in the preceding paragraph shall have been remediedand possession of the Demised Premises shall be restored to Ground Lease Lessee, the obligation of the QualifiedLeasehold Mortgagee shall be null and void and of no further effect. Nothing contained in this paragraph shall affectthe right of Ground Lease Lessor, upon the subsequent occurrence of any default, to exercise any right or remedyreserved in the Ground Lease to Ground Lease Lessor. In the event of any other default, a Qualified LeaseholdMortgagee shall be entitled to the same notice of default and the same opportunity to cure such default ashereinbefore provided. In the event that the agreement referred to in sub-paragraph (2)(b) above is delivered toGround Lease Lessor by a third or fourth mortgagee, such mortgagee shall, except if such mortgagee is an institutionor has a net worth in excess of $10,000,000, in addition to such agreement deliver to Ground Lease Lessor securityfor the performance of the provisions of sub-paragraph (2)(b) cash, bond or irrevocable letter of credit in an amountequal to the estimated cost of the maintenance of the Demised Premises for a period of twelve (12) months, asestimated by an architect or engineer reasonably satisfactory to Ground Lease Lessor and such mortgagee.

The foregoing shall not limit the right of Ground Lease Lessor to recover possession of the DemisedPremises for nonpayment of the Net Rental or Additional Rent, Impositions or any item of additional rent pursuantto any Summary Proceeding or other proceeding or remedy available to it by law or by statute at any time after theoccurrence of a default and the expiration of the period of time within which a Qualified Leasehold Mortgagee isentitled to remedy such default pursuant to the terms of the Ground Lease. In the event an agreement as provided insub-paragraph (2)(b) above has been duly delivered to Ground Lease Lessor, any further notice of default during theeffectiveness of such agreement shall be delivered to the mortgagee who has delivered such agreement to GroundLease Lessor and no additional notice need be given.

In the event of termination of the Ground Lease by reason of the happening of any default, if prior to thedate of such termination, or prior to the expiration of thirty (30) days after all Qualified Leasehold Mortgagees shallhave been given notice of termination of the Ground Lease or notice of intention to commence SummaryProceedings, and if a Qualified Leasehold Mortgagee shall give Ground Lease Lessor written notice requesting anew Ground Lease as more particularly hereinafter described, Ground Lease Lessor agrees to execute and deliver tosuch Qualified Leasehold Mortgagee, or its nominee or designee, or, if more than one Qualified LeaseholdMortgagee shall give such notice, to the holder of the senior lien among those Qualified Leasehold Mortgagees whoshall have given such notice, or its nominee or designee (regardless of the order in which such notices shall havebeen received) as promptly as shall be practicable, a new Ground Lease upon the same terms and conditions as arecontained in the Ground Lease, and having the same priority of lien as the Ground Lease, for a term equal to thebalance of the Term, together with options for renewal terms equal to the then remaining renewal terms, providedthat all of the following conditions shall be fulfilled:

(1) within ninety (90) days after notice of termination of the Ground Lease or notice of intention tocommence Summary Proceedings shall have been given to the Qualified Leasehold Mortgagees, allrents due under the Ground Lease to the date of termination of the Ground Lease shall have been paid;

(2) within ninety (90) days after notice of termination of the Ground Lease or notice of intention tocommence Summary Proceedings shall have been given to the Qualified Leasehold Mortgagees, allother defaults which are susceptible of being cured by a Qualified Leasehold Mortgagee in possession,shall have been cured, or if not capable of being completely cured within such ninety (90) day period,the curing thereof shall have been promptly commenced within said ninety (90) day period and shallthereafter proceed with reasonable diligence and in good faith; and

(3) all rents which would have been due under the Ground Lease from the date of termination to the dateof commencement of the term of the new Ground Lease, together with Ground Lease Lessor’sreasonable expenses of terminating the Ground Lease and consummating said new Ground Lease,shall be paid to Ground Lease Lessor. In the event of the execution and delivery of such a new Ground Lease, Ground Lease Lessor shall not be obligated to deliver physical possession of the Demised

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Premises to the new tenant but Ground Lease Lessor shall, at the new Ground Lease Lessee’s expense,cooperate in any summary or other proceedings to evict the prior Ground Lease Lessee.

In the event that Ground Lease Lessor cannot deliver a new Ground Lease to the Qualified LeaseholdMortgagee requesting same which has the same priority of lien as the Ground Lease, Ground Lease Lessor shall notbe liable for the failure of such new Ground Lease to have the same priority as the Ground Lease unless such failureis caused or permitted by the act of Ground Lease Lessor, but Ground Lease Lessor shall allow an assumption ofGround Lease Lessee’s right, title and interest in the Ground Lease and shall amend same as to name the QualifiedLeasehold Mortgagee as Ground Lease Lessee thereunder.

“Qualified Leasehold Mortgagee” shall mean a leasehold mortgagee or Leasehold Improvement Financingtrustee who gives Ground Lease Lessor written notice of the making of the leasehold mortgage or LeaseholdImprovement Financing and conformed copies thereof and, if the Ground Lease Lessee is not a Government RelatedEntity (for which a Qualified Leasehold Mortgagee may be any party), a Qualified Leasehold Mortgagee must alsobe a savings bank, bank or trust company, whether acting individually or in a fiduciary capacity, an insurancecompany organized and existing under the laws of the United States or any state thereof, a real estate investmenttrust, a religious, educational or eleemosynary institution, a union, federal, state, municipal or corporate employees’welfare pension, profit sharing or retirement fund or system or a commercial finance company, or an indenture orbond trustee or an entity similar to any of the foregoing meeting the following criteria for such entity:

(1) an insurance company, savings bank, bank or trust company (acting individually) must have grossassets of at least $100,000,000.

(2) any of the foregoing acting in a fiduciary capacity must be acting in each case for trusts havingassets in the aggregate of at least $25,000,000.

(3) a real estate investment trust must have a net worth of not less than $10,000,000 (including networth represented by certificates of beneficial interest).

(4) religious, educational or eleemosynary institutions must have an endowment of not less than$25,000,000.

(5) a union, federal, state, municipal or corporate employees’ welfare pension or profit sharing trust orretirement fund or system must have assets of not less than $25,000,000.

(6) a commercial finance company must have either (a) a net worth of $10,000,000, or (b) assets of$50,000,000.

(7) a trustee with respect to the issuance of commercial paper, bonds, commercial mortgage securities,collateralized mortgage obligations, certificates of participation or similar financial instruments.

(8) any entity now or in the future whose function or purpose is substantially similar to any of theforegoing and having a corresponding net worth to the entity described above that it is most similarto.

If in connection with obtaining a leasehold mortgage from a prospective Qualified Leasehold Mortgageewhich shall hold a first or second leasehold mortgage, such mortgagee shall request reasonable modifications in theGround Lease as a condition to the making of such mortgage loan, Ground Lease Lessor will execute an agreementin recordable form so modifying the Ground Lease provided that such modifications do not change the Net Rental orAdditional Rent payable under the Ground Lease or adversely affect Ground Lease Lessor’s rights or obligationsthereunder. In addition, upon request, Ground Lease Lessor shall cause any Qualified Fee Mortgagee to evidence itssubordination to the Ground Lease and the lien of the leasehold mortgage.

The rights with respect to Qualified Leasehold Mortgagees shall in no event apply to (1) in excess offour (4) leasehold mortgages at any one time if Ground Lease Lessee is not a Government Related Entity, (2) in

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excess of ten (10) leasehold mortgages at any one time if Ground Lease Lessee is a Government Related Entity, or(3) any Qualified Leasehold Mortgagee who shall fail to give Ground Lease Lessor written notice of its identity andaddress together with a conformed copy of the leasehold mortgage instruments.

(Section 18.3)

Event of Default

Each of the following events shall be an “Event of Default” and constitute a condition of limitation underthe Ground Lease:

(1) if Ground Lease Lessee shall default in the payment when due of any installment of Net Rental,Impositions and Additional Rent and such default continues for more than ten (10) days after noticeof such default was given by Ground Lease Lessor under the Ground Lease; or

(2) if Ground Lease Lessee shall default in the observance or performance of any term, covenant orcondition on Ground Lease Lessee’s part to be observed or performed under any other Ground Leasewith Ground Lease Lessor for the Land, Building, Adjoining Land or any portion of the DemisedPremises, and such default shall continue beyond any applicable notice or grace period set forth insuch other Ground Lease for the remedying of such default; or

(3) if the Demised Premises shall become abandoned; or

(4) (a) if Ground Lease Lessee shall generally not, or shall be unable to, or shall admit in writing itsinability to, pay its debts as they become due; or

(b) if Ground Lease Lessee shall commence or institute any case, proceeding or other action (i)seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seekingreorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition orother relief with respect to it or its debts under any existing or future law of any jurisdiction,domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (ii)seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or anysubstantial part of its property; or

(c) if Ground Lease Lessee shall make a general assignment for the benefit of creditors; or

(d) if any case, proceeding or other action shall be commenced or instituted against Ground LeaseLessee (i) seeking to have an order for relief entered against it as debtor or to adjudicate it abankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up,liquidation, dissolution, composition or other relief with respect to it or its debts under anyexisting or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,reorganization or relief of debtors, or (ii) seeking appointment of a receiver, trustee, custodian orother similar official for it or for all or any substantial part of its property, which either (x) resultsin any such entry of an order for relief, adjudication of bankruptcy or insolvency or such anappointment or the issuance or entry of any other order having a similar effect, or (y) remainsundismissed for a period of sixty (60) days; or

(e) if any case, proceeding or other action shall be commenced or instituted against Ground LeaseLessee seeking issuance of a warrant of attachment, execution, distraint or similar process againstall or any substantial part of its property which results in the entry of an order for any such reliefwhich shall not have been vacated, discharged or stayed or bonded pending appeal within sixty(60) days from the entry thereof; or

(f) if Ground Lease Lessee shall take any action in furtherance of, or indicating its consent to,approval of, or acquiescence in, any of the acts set forth in clauses (b), (c), (d) or (e) above; or

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(g) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of GroundLease Lessee which appointment is not vacated or effectively stayed within twenty (20) days,except that this provision shall be waived for a bond or special purpose governmental trustee orthe agent of Ground Lease Lessee, including the MTA or a successor agent which is aGovernment Related Entity which is paying and performing Ground Lease Lessee’s obligationsunder the Ground Lease; or

(5) if Ground Lease Lessee shall default in the observance or performance of any other term, covenant orcondition of the Ground Lease on Ground Lease Lessee’s part to be observed or performed andGround Lease Lessee shall fail to remedy such default within thirty (30) days after notice by GroundLease Lessor to Ground Lease Lessee of such default, or if such default is not curable within thirty(30) days, if Ground Lease Lessee shall fail to commence to cure within said thirty (30) days anddiligently proceed to cure such default thereafter or if Ground Lease Lessor’s interest in the Land andDemised Premises or the value thereof is materially adversely affected as a result of such delay; or

(6) if Ground Lease Lessee is not a Government Related Entity and a default of the kind set forth insubsection (1) or (2) shall occur and if either (a) Ground Lease Lessee shall have cured same withinany applicable grace period or (b) Ground Lease Lessor, in its sole and absolute discretion, shall havepermitted Ground Lease Lessee to cure same in the absence of any such grace period or shall havepermitted Ground Lease Lessee to cure same after any applicable cure period shall have elapsed, andif a similar default shall occur again more than twice within the next 365 days, whether or not anysuch similar defaults are cured within any applicable grace period.

(Section 19.1)

Ground Lease Termination

If an Event of Default (a) described in paragraph (1) of the section entitled “Event of Default” above (a“Paragraph 1 Default”) shall occur, or (b) described in paragraph (2), (3), (4), (5) or (6) of the section entitled“Event of Default” above (“Paragraph 2, 3, 4, 5 or 6 Default”, respectively) shall occur and Ground Lease Lessor,at any time thereafter, at Ground Lease Lessor’s option gives written notice to Ground Lease Lessee stating that theGround Lease and the Term shall expire and terminate on the date specified in such notice, which date shall not beless than three days after the giving of such notice for a Ground Lease Lessee which is not a Government RelatedEntity or five days after the giving of such notice of a Ground Lease Lessee which is a Government Related Entity,then the Ground Lease and the Term and all rights of Ground Lease Lessee thereunder shall expire and terminate asof the date on which the Paragraph 1 Default occurred or the date specified in the notice given pursuant to aParagraph 2, 3, 4, 5 or 6 Default, as the case may be, as if such date was the Fixed Expiration Date and GroundLease Lessee is a Government Related Entity, provided however for the Term held by a Government Related Entityto be terminated, Ground Lease Lessor must commence a Summary Proceeding to repossess the Demised Premisesand for non-Government Related Entities the Term shall be deemed to have ended and terminated and Ground LeaseLessor may immediately commence a summary or any other permitted proceeding to repossess the DemisedPremises or may recover possession of the Demised Premises by any other lawful manner or proceeding. If GroundLease Lessee is not a Government Related Entity, then Ground Lease Lessee immediately shall quit and surrenderthe Demised Premises but Ground Lease Lessee shall remain liable for damages as provided in the Ground Lease.Anything contained in the Ground Lease to the contrary notwithstanding, if such termination shall be stayed byorder of any court having jurisdiction over any proceeding described as a Paragraph 5 Default, then, following theexpiration of any such stay, or if the trustee appointed in any such proceeding, Ground Lease Lessee or GroundLease Lessee as debtor-in-possession shall fail to provide adequate protection of Ground Lease Lessor’s right, titleand interest in and to the Demised Premises or adequate assurance of the complete and continuous futureperformance of Ground Lease Lessee’s obligations under the Ground Lease, Ground Lease Lessor, to the extentpermitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at GroundLease Lessor’s election, to terminate the Ground Lease on five days’ notice to Ground Lease Lessee, Ground LeaseLessee as debtor–in-possession or said trustee and upon the expiration of said five day period the Ground Leaseshall cease and expire as aforesaid and Ground Lease Lessee, Ground Lease Lessee as debtor-in-possession or saidtrustee shall immediately quit and surrender the Demised Premises. If the Ground Lease shall be so terminated,Ground Lease Lessor may repossess the Demised Premises and may dispossess Ground Lease Lessee by Summary

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Proceedings or, if Ground Lease Lessee is not a Government Related Entity, Ground Lease Lessor without noticemay enter and repossess the Demised Premises and may dispossess Ground Lease Lessee by Summary Proceedingsor otherwise.

(Section 19.2)

Remedies

If there shall occur any Event of Default, and the Ground Lease and the Term shall expire and come to anend as provided above:

(1) Ground Lease Lessee shall quit and peacefully surrender the Demised Premises to Ground LeaseLessor, and Ground Lease Lessor and its agents may immediately, or at any time after such default orafter the date upon which the Ground Lease and the Term shall expire and come to an end, re-enterthe Demised Premises or any part thereof, by Summary Proceedings, or by any other applicable legalaction or proceeding and may repossess the Demised Premises and dispossess Ground Lease Lesseeand any other persons from the Demised Premises and remove any and all of their property andeffects from the Demised Premises; and

(2) Ground Lease Lessor, at Ground Lease Lessor’s option, may relet the whole or any part or parts of the Demised Premises from time to time, either in the name of the Ground Lease Lessor or otherwise, tosuch tenant or tenants, for such term or terms ending before, on or after the Fixed Expiration Date, atsuch rental or rentals and upon such other conditions, which may include concessions and free rentperiods, as Ground Lease Lessor, in its sole discretion, may determine; provided, however, thatGround Lease Lessor shall have no obligation to relet the Demised Premises or any part thereof andshall in no event be liable for refusal or failure to relet the Demised Premises or any part thereof, or,in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting,and no such refusal or failure shall operate to relieve Ground Lease Lessee of any liability under theGround Lease or otherwise affect any such liability. Ground Lease Lessor, at Ground Lease Lessor’soption, may make such repairs, replacements, alterations, additions, improvements, decorations andother physical changes in and to the Demised Premises as Ground Lease Lessor, in its sole andabsolute discretion, considers advisable or necessary in connection with any such reletting orproposed reletting, without relieving Ground Lease Lessee of any liability under the Ground Lease orotherwise affecting any such liability.

Ground Lease Lessee waives the service of any notice of intention to reenter or to institute legalproceedings to that end which may otherwise be required to be given under any present or future law. Ground LeaseLessee, on its own behalf and on behalf of all persons claiming through or under Ground Lease Lessee, including allcreditors, does further waive any and all rights which Ground Lease Lessee and all such persons might otherwisehave under any present or future law to redeem the Demised Premises, or to re-enter or repossess the DemisedPremises, or to restore the operation of the Ground Lease, after (1) Ground Lease Lessee shall have beendispossessed by a judgment or by warrant of any court or judge, or (2) any re-entry by Ground Lease Lessor, or (3)any expiration or termination of the Ground Lease and the Term, whether such dispossession, re-entry, expiration ortermination shall be by operation of law or pursuant to the provisions of the Ground Lease. In the event of a breachor threatened breach by Ground Lease Lessee, any persons claiming through or under Ground Lease Lessee, of anyterm, covenant or condition of the Ground Lease, Ground Lease Lessor shall have the right to enjoin such breachand the right to invoke any other remedy allowed by law or in equity as if re-entry, Summary Proceedings and otherspecial remedies were not provided in the Ground Lease for such breach. The right to invoke the remedieshereinbefore set forth are cumulative and shall not preclude Ground Lease Lessor from invoking any other remedyallowed at law or in equity.

(Section 20.1)

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Deficiencies

If the Ground Lease and the Term expire and come to an end as above provided, or by or under anySummary Proceeding or any other action or proceeding, or if Ground Lease Lessor shall re-enter the DemisedPremises as above provided, or by or under any Summary Proceeding or any other action or proceeding, then, in anyof said events:

(1) Ground Lease Lessee shall pay to Ground Lease Lessor all Rental payable under the Ground Lease byGround Lease Lessee to Ground Lease Lessor to the date upon which the Ground Lease and the Termshall have expired and come to an end or to the date of re-entry upon the Demised Premises byGround Lease Lessor, as the case may be;

(2) Ground Lease Lessee also shall be liable for and shall pay to Ground Lease Lessor, as damages, anydeficiency (“Deficiency”) between the Rental for the period which otherwise would have constitutedthe unexpired portion of the Term and the net amount, if any, of rents collected under any reletting forany part of such period (first deducting from the gross rents collected under any such reletting all ofGround Lease Lessor’s expenses paid or incurred in connection with the termination of the GroundLease, Ground Lease Lessor’s re-entry upon the Demised Premises and such re-letting including, butnot limited to, all repossession costs, brokerage commissions, legal expenses, attorney’s fees anddisbursements, alteration costs and any and all other expenses of preparing the Demised Premises forsuch re-letting or charged against the Demised Premises or the re-letting). In no event shall GroundLease Lessor be obligated to mitigate its damages upon termination of the Ground Lease (the GroundLease Lessor agrees to any reasonable efforts to re-let the Demised Premises if Ground Lease Lesseeis a Government Related Entity). In no event shall Ground Lease Lessee in any suit for anyDeficiency be entitled to any credit from any such net rents from a re-letting except to the extent suchnet rents are actually received by Ground Lease Lessor. Ground Lease Lessor shall be entitled torecover from Ground Lease Lessee each monthly Deficiency as the same shall arise, and no suit tocollect the amount of the Deficiency for any month shall prejudice Ground Lease Lessor’s right tocollect the Deficiency for any subsequent month by a similar proceeding; and

(3) whether or not Ground Lease Lessor shall have collected any monthly Deficiency as aforesaid,Ground Lease Lessor shall be entitled to recover from Ground Lease Lessee, and Ground LeaseLessee shall pay to Ground Lease Lessor, on demand, in lieu of any monthly Deficiency as and forliquidated and agreed final damages, a sum equal to the amount by which the Rental for the periodwhich otherwise would have constituted the unexpired portion of the Term exceed the then fair andreasonable rental value of the Demised Premises for the same period, both discounted to presentworth at the Discount Rate, less the aggregate amount of Deficiencies theretofore collected byGround Lease Lessor for the same period; if, before presentation of proof of such liquidated damagesto any court, commission or tribunal, the Demised Premises, or any part thereof, shall have been re-letby Ground Lease Lessor for the period which otherwise would have constituted the unexpired portionof the Term, or any part thereof, the amount of rent reserved upon such re-letting shall be deemed,prima facie, to be the fair and reasonable value for the part of the whole of the Demised Premises sore-let during the term of the re-letting.

If the Demised Premises, or any part thereof, shall be re-let together with other space in the Building, therents collected or reserved under any such re-letting and the expenses of any such re-letting shall be equitablyapportioned for the purposes set forth above. Ground Lease Lessee shall in no event be entitled to any rentscollected or payable under any re-letting, whether or not such rents exceed the Net Rental reserved in the GroundLease.

(Section 20.2)

No Limitation on Damages

Suit or suits for the recovery of damages, or any installments thereof, may be brought by Ground LeaseLessor from time to time at its election, and nothing contained in the Ground Lease shall be deemed to require

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Ground Lease Lessor to postpone suit until the date when the term of the Ground Lease would have expired if it hadnot been so terminated as provided above, or had Ground Lease Lessor not re-entered the Demised Premises.Nothing contained in the Ground Lease shall be deemed to preclude, limit or otherwise abridge the recovery byGround Lease Lessor from Ground Lease Lessee of the maximum amount allowed to be obtained as damages byany statute or rule of law or equity, or of any sums or damages or other relief to which Ground Lease Lessor may beentitled in addition to the damages recovered pursuant to the remedies section of the Ground Lease.

(Section 20.3)

Changes in Ground Lease Required for Financing

If, in connection with obtaining of any Leasehold Mortgage financing or Leasehold ImprovementFinancing for a Qualified Leasehold Mortgagee, including but not limited to financing for the Adjacent Land,Adjacent Air Rights, the Demised Premises or the Replacement Building or any replacement thereof or additionthereto, a Qualified Leasehold Mortgagee shall request reasonable modifications or additions to the Ground Lease asa condition to such financing, Ground Lease Lessor will not unreasonably withhold or defer its consent theretoprovided that such modifications do not diminish the monetary or substantive rights or remedies of Ground LeaseLessor under the Ground Lease or increase its obligations, including, but not specifically limited to, provisionsrelated to (1) providing for copies of notices to be given to the Qualified Leasehold Mortgagee with respect todefaults, (2) the granting to such Qualified Leasehold Mortgagee (and the imposition of requirements on the part ofany Qualified Fee Mortgagee) of notice and cure provisions similar to those set forth in the Ground Lease, (3) thegranting to such Qualified Leasehold Mortgagee the right to act for Ground Lease Lessee in enforcing any ofGround Lease Lessee’s rights under the Ground Lease, (4) providing that during any period of the existence of suchLeasehold Mortgage or Leasehold Improvement Financing held by a Qualified Leasehold Mortgagee, the GroundLease may not, without the written consent of the Qualified Leasehold Mortgagee, be surrendered, cancelled,terminated, modified or amended by voluntary agreement of Ground Lease Lessor and Ground Lease Lessee, and(5) providing that any agreement purporting to surrender, cancel, terminate, modify or amend the Ground Lease, orany attempted exercise of any such termination option not so consented to shall be ineffective, null and void.

Ground Lease Lessee shall, in order to facilitate any financing or refinancing by Ground Lease Lessor to besecured by a Fee Mortgage to a Qualified Fee Mortgagee conforming to the dollar limitation, subordination andrecognition requirements of the Ground Lease, make such changes in the provisions of the Ground Lease as mayreasonably be requested by such Qualified Fee Mortgagee, provided that such changes do not diminish the monetaryor substantive rights or remedies of Ground Lease Lessee or increase its obligations, including, but not specificallylimited to, provisions related to (1) providing for copies of notices to be given to the Qualified Fee Mortgagee withrespect to defaults, (2) the granting to such Qualified Fee Mortgagee (and the imposition of requirements on the partof any Qualified Fee Mortgagee) of notice and cure provisions similar to those set forth in the Ground Lease, (3) thegranting to such Qualified Fee Mortgagee the right to act for Ground Lease Lessor in enforcing any of Ground LeaseLessor’s rights under the Ground Lease, (4) providing that during any period of the existence of such fee mortgageheld by a Qualified Fee Mortgagee, the Ground Lease may not, without the written consent of the Qualified FeeMortgagee, be surrendered, cancelled, terminated, modified or amended by voluntary agreement of Ground LeaseLessor and Ground Lease Lessee, and (5) providing that any agreement purporting to surrender, cancel, terminate,modify or amend the Ground Lease, or any attempted exercise of any such termination option not so consented toshall be ineffective, null and void.

(Section 21.1)

Inability to Perform

The Ground Lease and the obligation of Ground Lease Lessee to pay Net Rental, Additional Rent and otherRentals under the Ground Lease and perform all of the other covenants and agreements under the Ground Lease onthe part of Ground Lease Lessee to be performed shall in no way be affected, impaired or excused because GroundLease Lessor is unable to fulfill any of its obligations under the Ground Lease expressly or impliedly to beperformed by Ground Lease Lessor or because Ground Lease Lessor is unable to make, or is delayed in making orperforming any Base Building Work or is unable to supply or is delayed in supplying any equipment or fixtures, ifGround Lease Lessor is prevented or delayed from so doing by reason of strikes, labor troubles, accidents,

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governmental restrictions, governmental preemption in connection with a national emergency, Requirements ofLaw, Lessee Delays, conditions of supply and demand which have been or are affected by war, enemy action, civilcommotion, other emergency, fire or other casualty, adjustment of insurance claims, acts of God, or any othersimilar or dissimilar cause beyond Ground Lease Lessor’s reasonable control (collectively, “Lessor UnavoidableDelays”). Ground Lease Lessor shall endeavor to promptly notify Ground Lease Lessee of any Lessor UnavoidableDelays which prevents Ground Lease Lessor from fulfilling any of its obligations under the Ground Lease, butfailure to do so shall in no event impair the operation of the provisions of this paragraph.

Ground Lease Lessee shall not be deemed to be in default of performing a particular covenant or agreementunder the Ground Lease on the part of Ground Lease Lessee to be performed, other than the obligation of GroundLease Lessee to pay Net Rental, Additional Rent and other Rentals under the Ground Lease, if such default is due toGround Lease Lessee being prevented or delayed from so doing by reason of strikes, labor troubles, accidents,governmental restrictions, governmental preemption in connection with a national emergency, Requirements ofLaw, conditions of supply and demand which have been or are affected by war, enemy action, civil commotion,other emergency, fire or other casualty, adjustment of insurance claims, acts of God, or any other similar ordissimilar cause beyond Ground Lease Lessee’s reasonable control (collectively, “Lessee Unavoidable Delays”).Ground Lease Lessee shall endeavor to promptly notify Ground Lease Lessor of any Lessee Unavoidable Delayswhich prevents Ground Lease Lessee from fulfilling any of its obligations under the Ground Lease, but failure to doso shall in no event impair the operation of the provisions of this paragraph. In no event shall Ground Lease Lessee’sinability to perform a particular covenant or agreement due to a Lessee Unavoidable Delay otherwise affect, impairor excuse the Ground Lease or in any way affect the obligations of the Ground Lease Lessee to pay Net Rental,Additional Rent or other Rentals under the Ground Lease and perform all of the other covenants and agreementsunder the Ground Lease on the part of the Ground Lease Lessee to be performed.

(Section 31.1)

Leasehold Improvement Financing

Ground Lease Lessor agrees that, subject to the provisions of the Ground Lease relating to changes andalterations as described above under the caption “Alterations,” the Initial Ground Lease Sublessees may enter intoany lease, sublease or space lease for the purpose of accomplishing, or in connection with, any financing orrefinancing of any costs of Base Building Work, Initial Ground Lease Sublessee Improvements, ReplacementBuilding or other improvements to the Demised Premises, and, to the extent the Initial Ground Lease Sublessees doso, Ground Lease Lessor acknowledges and agrees that, so long as any bonds, notes, other evidences of indebtednessor certificates of participation issued in connection with such financing or refinancing remain outstanding, GroundLease Lessor has no right in, claim against or lien on (1) the proceeds of such financing or refinancing, (2) anypayments made or required to be made under such leases, subleases or space leases (or further subleases thereunder),but not payments made or required to be made under the Ground Lease Subleases, or any assignment, modificationor extension thereof, or (3) any funds held as security for such bonds, notes, other evidences of indebtedness orcertificates of participation. Ground Lease Lessor agrees, if requested by any Initial Ground Lease Sublessee, toprovide notice of any Event of Default by Ground Lease Lessee to any trustee for, or other representative of theholders or owners of such bonds, notes, other evidences of indebtedness or certificates of participation. GroundLease Lessor further acknowledges and agrees that any trustee for, or other representative of, the holders or ownersof such bonds, notes, other evidences of indebtedness or certificates of participation shall have the right, but not theobligation, to make any payment required to be made by Ground Lease Lessee or any Initial Ground LeaseSublessee, or perform any other obligation required to be performed by Ground Lease Lessee or any Initial GroundLease Sublessee, under the Ground Lease and to the extent so made or performed such payment or performanceshall satisfy Ground Lease Lessee’s or any Initial Ground Lease Sublessee obligations under the Ground Lease, butthe existence of such right per se shall not, and shall not be deemed to, in any way impair, impede, modify, negate,waive, delay or defer the existence, or the exercise, of any right or remedy of Ground Lease Lessor under theGround Lease or at law or in equity.

(Article 36)

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SUMMARY OF CERTAIN PROVISIONS OF THE GROUND LEASE SUBLEASES

Proportionate Shares

The Ground Lease Subleases apportion the proportionate shares of the Ground Lease liabilities as follows:Transit Authority – 68.7%, MTA, on behalf of LIRR and MNCRC – 21.0%, and TBTA – 10.3%.

The Transit Authority Ground Lease Sublease is for a year-to-year term, automatically extended exceptupon giving of a non-extension notice by the Transit Authority under the Transit Authority Ground Lease Sublease.Effective upon the day after the expiration date of the then current term of the Transit Authority Ground LeaseSublease or the day after the date of termination of the Transit Authority Ground Lease Sublease, if prior to theexpiration of the term of the MTA Ground Lease Sublease or the TBTA Ground Lease Sublease or the terminationthereof (the “Proportionate Share Change Date”), the Proportionate Share under the MTA Ground Lease Subleasewill increase to 55.3% and the Proportionate Share under the TBTA Ground Lease Sublease will increase to 44.7%(the “Amended Proportionate Shares”), and all payments due under the MTA Ground Lease Sublease and the TBTAGround Lease Sublease for the applicable payment periods during which the Proportionate Share Change Dateoccurs shall be pro-rated between the original Proportionate Share calculation and the Amended Proportionate Sharecalculation based on the Proportionate Share Change Date, and the Amended Proportionate Shares will apply to allsuch payments and payment periods thereafter.

(Sections 1 and 5G)

MTA has been appointed as Manager by the Ground Lease Sublessor and the Ground Lease Sublessees,with the right to transfer the rights and duties of the Manager to another entity which is a Government RelatedEntity, and the Ground Lease Lessor has agreed to accept payment of the Net Rentals payable to Ground LeaseLessor under the Ground Lease directly from each Ground Lease Sublessee that is a Government Related Entity ordirectly from the Manager. Performance by Ground Lease Sublessee of its obligations and exercise of its rightsunder the Ground Lease Sublease shall be effected to Ground Lease Sublessor by performance or exercise of suchobligations and rights directly to Manager on behalf of Ground Lease Sublessor, and acceptance by Ground LeaseSublessee of Ground Lease Sublessor’s performance of its obligations and exercise of its rights under the GroundLease Sublease shall be effected by acceptance of such obligations and rights directly from Manager on behalf ofGround Lease Sublessor.

(Section 2)

Ground Lease Sublessee shall pay to Manager on behalf of Ground Lease Sublessor, upon receipt of aninvoice or statement therefor from Ground Lease Sublessor or Manager, Ground Lease Sublessee’s ProportionateShare of (1) all Additional Rents, escalations, and other charges and costs required to be paid by Ground LeaseSublessor to the Ground Lease Lessor, including, without limitation, all “Impositions” with respect to the GroundLease, (2) all utilities servicing the Demised Premises, and (3) the costs and expenses of any additional insurance,administrative fees and all other costs and expenses in connection with or arising out of the Manager’s managementof the Property (collectively, the “Additional Rent”). The remedies afforded Ground Lease Sublessor for the non-payment of such Additional Rent by Ground Lease Sublessee shall be the same as for non-payment of Base Rent.Ground Lease Sublessee shall also pay Ground Lease Sublessor, as Additional Rent, within ten (10) days afterdemand therefor, all charges, costs and expenses incurred by Ground Lease Sublessee with respect to services orrepairs, based on Ground Lease Sublessee’s usage and/or directly provided by Ground Lease Sublessor to theDemised Premises, including, but not limited to, additional cleaning charges, additional heating or overtime chargesfor heating, electricity or guard service, supplies and materials, freight elevator services, oil, gas and waterconsumption and construction or construction-related charges.

(Section 3)

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Ground Lease Sublessees are generally required to fulfill the obligations of the Ground Lease Sublessorpursuant to the Ground Lease.

(Sections 4, 5 and 6)

If Ground Lease Sublessee defaults (beyond any applicable grace period in the Ground Lease) in theperformance of any of Ground Lease Sublessee’s obligations under the Ground Lease Sublease, Ground LeaseSublessor, without thereby waiving such default, may, at Ground Lease Sublessor’s option, after ten (10) days noticeto Ground Lease Sublessee, perform the same for the account of Ground Lease Sublessee. If Ground LeaseSublessor makes any expenditures or incurs any obligations for the payment of money, including attorneys’ fees, inconnection with (1) defending any action brought by Ground Lease Sublessee against Ground Lease Sublessor oragainst Ground Lease Lessor and naming Ground Lease Sublessor which is prohibited by the terms of the GroundLease Sublease or for which Ground Lease Sublessee does not ultimately prevail or (2) curing Ground LeaseSublessee’s defaults or in instituting, prosecuting or defending any action or proceeding, by reason of any default ofGround Lease Sublessee under the Ground Lease Sublease or of Ground Lease Lessor under the Ground Lease, suchsums paid or obligations incurred, with interest thereon at the lesser of 2% per month or the maximum rate permittedby law, shall be paid by Ground Lease Sublessee to Ground Lease Sublessor as Additional Rent within five (5) daysof rendition of any bill or statement to Ground Lease Sublessee therefor and Ground Lease Sublessor shall have thesame rights with respect thereto and Ground Lease Sublessee shall have the same obligations therefor as if sameconstituted Base Rent under the Ground Lease Sublease.

(Section 8)

The provisions of the Ground Lease notwithstanding, and in addition thereto, Ground Lease Sublesseeagrees that Ground Lease Sublessee shall make no claim against Ground Lease Sublessor or Ground Lease Lessorfor any injury or damage to Ground Lease Sublessee or to any other person(s) not caused by Ground LeaseSublessor or Ground Lease Lessor, as applicable, or for any damage to, or loss (by theft or otherwise) of anyproperty of Ground Lease Sublessee or of any other person not caused by Ground Lease Sublessor or Ground LeaseLessor, as applicable. Ground Lease Sublessee further agrees, to the fullest extent permitted by law, to indemnifyand save harmless Ground Lease Sublessor and Ground Lease Lessor against and from any and all claims by or onbehalf of any person(s), firm(s) or corporation(s) arising from the conduct or management of or from any work orthing whatsoever done (other than by Ground Lease Sublessor or Ground Lease Lessor or their respective agents oremployees) in and on the Demised Premises during the term of the Ground Lease Sublease, and, to the fullest extentpermitted by law, to indemnify and save harmless Ground Lease Sublessor and Ground Lease Lessor against andfrom any and all claims arising from any condition of the Demised Premises due to or arising from any act ornegligence of Ground Lease Sublessee or any of its agents, contractors, servants, employees, licensees or invitees,and from and against all costs, expenses and liabilities incurred in or in connection with any such claim or claims oraction or proceeding brought thereon; and, in case any action or proceeding be brought against Ground LeaseSublessor or Ground Lease Lessor by reason of any such claim, Ground Lease Sublessee upon notice from GroundLease Sublessor or Ground Lease Lessor, as applicable, agrees to resist or defend such action or proceeding and toemploy counsel therefor reasonably satisfactory to Ground Lease Sublessor or Ground Lease Lessor, as the casemay be.

(Section 15)

SUMMARY OF CERTAIN PROVISIONS OF THE GROUND LEASE TRUST AGREEMENT

Additional Ground Lease Trust Agreement Definitions

“Operative Documents” shall mean the Ground Lease, the Ground Lease Subleases and the Ground LeaseTrust Agreement.

(Section 1)

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Declaration of Trust

The Ground Lease Trustee will hold all estate, title, right and interest in and to the Trust Estate upon thetrust set forth in the Ground Lease Trust Agreement for the use and benefit of the Ground Lease Sublessees. TheTrust Estate consists of all of the Ground Lease Lessee’s right, title and interest in the tenant’s leasehold estate inand under the Ground Lease and Ground Lease Lessee’s right, title and interest in the Ground Lease Sublessor’sestate in and under each of the Ground Lease Subleases, including all of the Ground Lease Sublessees’ obligationsunder the Ground Lease Subleases, but excluding any interest in financing or other Ground Lease Subleases enteredinto by the Ground Lease Sublessees.

(Section 2.02)

MTA as Agent

The Ground Lease Sublessees irrevocably appoint MTA to act as their agent for all purposes under theGround Lease Trust Agreement, and the Ground Lease Trustee accepts MTA’s instructions and other actions onbehalf of the Ground Lease Sublessees.

(Section 2.05)

Receipt, Distribution and Application of Income from the Trust Estate

Amounts received by the Ground Lease Trustee in respect of sums due under the Ground Lease Subleases(including, without limitation, any Net Rental and Additional Rent), any proceeds (including insurance proceeds)received by the Ground Lease Trustee from the sale, re-lease, Ground Lease Sublease, sub-sublease or otherdisposition of the Trust Estate or any part thereof and any other amounts paid to the Ground Lease Trustee under theGround Lease Trust Agreement and the other Operative Documents shall be distributed by the Ground LeaseTrustee to the party entitled to such amounts pursuant to the Operative Documents. All payments made pursuant tothe Ground Lease Trust Agreement by the Ground Lease Trustee will be payable only from the Trust Estate andonly to the extent that the Ground Lease Trustee shall have received (and been allowed to retain) sufficient incomeor proceeds from the Trust Estate to make such payments in accordance with the terms of the Ground Lease TrustAgreement.

(Section 4.01)

Method of Payments

All amounts payable to the Ground Lease Lessor pursuant to the Ground Lease or the Ground Lease TrustAgreement shall be paid, and the Ground Lease Trustee directs the Ground Lease Sublessees in accordance with theterms of the Ground Lease and the Ground Lease Subleases to pay, to or for the account of the Ground Lease Lessoror its nominee by transferring such amount in immediately available funds to a banking institution located in thecontinental United States for the account of the Ground Lease Lessor or as otherwise instructed in writing from timeto time by the Ground Lease Lessor.

(Section 4.02)

Notice of Event of Default

In the event the Ground Lease Trustee shall have knowledge of a default by the Ground Lease Lessor underthe Ground Lease or under any Qualified Fee Mortgage (collectively, a “Ground Lease Lessor Default”), then theGround Lease Trustee shall give prompt notice thereof by telephone or facsimile transmission to the Ground LeaseSublessees followed by prompt confirmation thereof by certified mail or overnight service, postage prepaid. Thenotice shall set forth in reasonable detail the facts or circumstances known to the Ground Lease Trustee with respectto such Ground Lease Lessor Default. Subject to the terms relating to indemnification, the Ground Lease Trusteeshall take or refrain from taking such action, not inconsistent with the provisions of the Ground Lease Trust

Attachment 5 - 74

Agreement, with respect to such Ground Lease Lessor Default, as the case may be, as the Ground Lease Trusteeshall be instructed in writing by the Ground Lease Sublessees.

If the Ground Lease Trustee shall not have received instructions as in the preceding paragraph within thirty(30) days after mailing the notice of such event to MTA, the Ground Lease Trustee, subject to any instructionsreceived, shall be under no duty, and shall have no liability for the failure or refusal to take or refrain from takingany action with respect thereto, provided that, subject to the provisions of the Operative Documents, the GroundLease Trustee may (but shall not be obligated to anyone to) take or refrain from taking action as the Ground LeaseTrustee shall deem advisable and in the best interests of the Ground Lease Sublessees.

In the absence of actual knowledge by an officer in the Corporate Trust Administration Office of theGround Lease Trustee, the Ground Lease Trustee shall not be deemed to have knowledge of a Ground Lease LessorDefault unless such an officer of the Ground Lease Trustee receives written notification thereof given by or onbehalf of the Ground Lease Sublessees, the Ground Lease Trustee or the Ground Lease Lessor.

(Section 5.01)

Subject in all respects to the terms of the preceding paragraphs under “Notice of Event of Default” and theterms relating to indemnification, upon the written instructions at any time and from time to time of the GroundLease Sublessees, the Ground Lease Trustee will take or refrain from taking such action or actions, not inconsistentwith the provisions of the Ground Lease Trust Agreement as may be specified in such instructions including:

(1) the giving of notice or direction or the exercising of a right, remedy or power under any OperativeDocument to which the Ground Lease Trustee is a party or in respect of all or any part of the TrustEstate as shall be specified in such instructions or the taking of such other action (including, withoutlimitation, such action to preserve or protect the Trust Estate, including the discharge of liens orencumbrances) as shall be specified in such instructions;

(2) approving as satisfactory to the Ground Lease Trustee or consenting to all matters required by theterms of the Operative Documents to be satisfactory to the Ground Lease Trustee or consented to bythe Ground Lease Trustee, it being understood that without prior written instructions from the GroundLease Sublessees, the Ground Lease Trustee shall not approve any such matter as satisfactory to it;

(3) after the expiration or earlier termination of the Ground Lease, conveying (subject to any existing liensor encumbrances, including existing liens of any Qualified Fee Mortgage so long as the lien shall nothave been discharged) all of the Ground Lease Trustee’s right, title and interest in and to the TrustEstate or any part thereof for such amount or on such terms and to such purchaser or purchasers ortransferee or transferees as shall be designated in such instructions or Ground Lease or otherwisedispose of or from time to time taking such other action with respect to the Trust Estate, on such termsas shall be designated in such instructions; and

(4) the execution and filing of any financing statement (and any continuation statement with respect to anysuch financing statement) or any other similar document relating to the Ground Lease or the securityinterests and assignments created by the Operative Documents, as may be specified in instructionsfrom the Ground Lease Sublessees.

(Section 5.02)

Indemnification

The Ground Lease Trustee is not required to take or refrain from taking any action under the OperativeDocuments unless the Ground Lease Trustee has been indemnified by the Ground Lease Sublessees, in manner andform reasonably satisfactory to the Ground Lease Trustee, against any liability, cost or expense (includingreasonable counsel fees, costs and disbursements) which may be incurred in connection therewith, other than such asmay result from the bad faith, willful misconduct or negligence of the Ground Lease Trustee or are excluded from

Attachment 5 - 75

the Ground Lease Sublessees’ indemnity pursuant to the Operative Documents. The Ground Lease Trustee is notrequired to take any action or refrain from taking any action under the Ground Lease Trust Agreement or any otherOperative Document if the Ground Lease Trustee reasonably determines, or has been advised by counsel, that suchaction is contrary to any of the terms of the Operative Documents, or is otherwise contrary to law.

(Section 5.03)

No Duties Except as Specified in Ground Lease Trust Agreement or Instructions

The Ground Lease Trustee shall not have any duty or obligation to, and the Ground Lease Trustee shall not,manage, control, use, make any payment in respect of, sell, dispose of or otherwise deal with the Demised Premisesor any other part of the Trust Estate, or otherwise to take or refrain from taking any action under, or in connectionwith any of the Operative Documents, except as expressly required by the terms of the Ground Lease TrustAgreement or any of the other Operative Documents, or as expressly provided by the terms thereof or in writteninstructions from the Ground Lease Sublessees, and no implied duties or obligations shall be read into the GroundLease Trust Agreement against the Ground Lease Trustee.

(Section 5.04)

Successor Ground Lease Trustees

The Ground Lease Trustee or any successor to the Ground Lease Trustee may resign at any time withoutcause by giving written notice on or before the 60th day before the date it wishes such resignation to be effective,such date to be designated in such notice; provided that such resignation is to be effective upon the acceptance ofappointment by the successor Ground Lease Trustee. In addition, the Ground Lease Sublessees may at any timeremove the Ground Lease Trustee without cause by a notice in writing delivered to the Ground Lease Trustee, suchremoval to be effective upon the acceptance of appointment by the successor Ground Lease Trustee. In the case ofthe resignation or removal of the Ground Lease Trustee, the Ground Lease Sublessees may appoint a successorGround Lease Trustee by an instrument in writing.

(Section 9.01)

Any successor Ground Lease Trustee, however appointed, shall be a bank or trust company organizedunder the laws of the United States or any state thereof having a combined capital and surplus of at least$100,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the GroundLease Trustee under the Ground Lease Trust Agreement upon reasonable and customary terms.

(Section 9.03)

Ground Lease Sublessees’ Obligations

Ground Lease Sublessees’ obligations to the Ground Lease Trustee under the Ground Lease TrustAgreement are several and directly proportionate as to each cost or liability in the same proportion as such GroundLease Sublessee’s obligation to pay Net Rental under the Ground Lease bears to total Net Rental thereunder.

(Section 11.17)

Attachment 6 - 1

ATTACHMENT 6

FORM OF SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY


Attachment 6 - 2

SPECIMEN

Ambac Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in consideration of the payment of thepremium and subject to the terms of this Policy, hereby agrees to pay to The Bank of New York, as trustee, or its successor (the“Insurance Trustee”), for the benefit of the Holders, that portion of the principal of and interest on the above-described obligations(the “Obligations”) which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor.

Ambac will make such payments to the Insurance Trustee within one (1) business day following written notification to Ambac ofNonpayment. Upon a Holder’s presentation and surrender to the Insurance Trustee of such unpaid Obligations or related coupons,uncanceled and in bearer form and free of any adverse claim, the Insurance Trustee will disburse to the Holder the amount ofprincipal and interest which is then Due for Payment but is unpaid. Upon such disbursement, Ambac shall become the owner ofthe surrendered Obligations and/or coupons and shall be fully subrogated to all of the Holder’s rights to payment thereon.

In cases where the Obligations are issued in registered form, the Insurance Trustee shall disburse principal to a Holder only uponpresentation and surrender to the Insurance Trustee of the unpaid Obligation, uncanceled and free of any adverse claim, togetherwith an instrument of assignment, in form satisfactory to Ambac and the Insurance Trustee duly executed by the Holder or suchHolder’s duly authorized representative, so as to permit ownership of such Obligation to be registered in the name of Ambac or itsnominee. The Insurance Trustee shall disburse interest to a Holder of a registered Obligation only upon presentation to theInsurance Trustee of proof that the claimant is the person entitled to the payment of interest on the Obligation and delivery to theInsurance Trustee of an instrument of assignment, in form satisfactory to Ambac and the Insurance Trustee, duly executed by theHolder or such Holder’s duly authorized representative, transferring to Ambac all rights under such Obligation to receive theinterest in respect of which the insurance disbursement was made. Ambac shall be subrogated to all of the Holders’ rights topayment on registered Obligations to the extent of any insurance disbursements so made.

In the event that a trustee or paying agent for the Obligations has notice that any payment of principal of or interest on anObligation which has become Due for Payment and which is made to a Holder by or on behalf of the Obligor has been deemed apreferential transfer and theretofore recovered from the Holder pursuant to the United States Bankruptcy Code in accordance witha final, nonappealable order of a court of competent jurisdiction, such Holder will be entitled to payment from Ambac to the extentof such recovery if sufficient funds are not otherwise available.

As used herein, the term “Holder” means any person other than (i) the Obligor or (ii) any person whose obligations constitute theunderlying security or source of payment for the Obligations who, at the time of Nonpayment, is the owner of an Obligation or ofa coupon relating to an Obligation. As used herein, “Due for Payment”, when referring to the principal of Obligations, is whenthe scheduled maturity date or mandatory redemption date for the application of a required sinking fund installment has beenreached and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by applicationof required sinking fund installments), acceleration or other advancement of maturity; and, when referring to interest on theObligations, is when the scheduled date for payment of interest has been reached. As used herein, “Nonpayment” means the failureof the Obligor to have provided sufficient funds to the trustee or paying agent for payment in full of all principal of and intereston the Obligations which are Due for Payment.

This Policy is noncancelable. The premium on this Policy is not refundable for any reason, including payment of the Obligationsprior to maturity. This Policy does not insure against loss of any prepayment or other acceleration payment which at any timemay become due in respect of any Obligation, other than at the sole option of Ambac, nor against any risk other than Nonpayment.

In witness whereof, Ambac has caused this Policy to be affixed with a facsimile of its corporate seal and to be signed by its dulyauthorized officers in facsimile to become effective as its original seal and signatures and binding upon Ambac by virtue of thecountersignature of its duly authorized representative.

Form No.: 2B-0012 (1/01)

THE BANK OF NEW YORK acknowledges that it has agreed to perform the duties of Insurance Trustee under this Policy.

President

Effective Date:

Secretary

Authorized Officer of Insurance Trustee

Ambac Assurance CorporationOne State Street Plaza, 15th FloorNew York, New York 10004Telephone: (212) 668-0340

Obligor: Policy Number:

Obligations: Premium:

Financial Guaranty Insurance Policy

Authorized Representative

Attachment 6 - 3

Ambac Assurance CorporationOne State Street Plaza,New York, New York 10004Telephone: (212) 668-0340

President Secretary

Authorized Representative

SPECIMEN

Endorsement

Form No.: 2B-0004 (7/97)

Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements

or limitations of the above mentioned Policy other than as above stated.

In Witness Whereof, Ambac has caused this Endorsement to be affixed with a facsimile of its corporate seal and to

be signed by its duly authorized officers in facsimile to become effective as its original seal and signatures and binding

upon Ambac by virtue of the countersignature of its duly authorized representative.

Ambac Assurance Corporation

Policy for: Attached to and forming part of Policy No.:

Effective Date of Endorsement:

The insurance provided by this Policy is not covered by the property/casualty insurance securityfund specified by the insurance laws of the State of New York.

Attachment 6 - 4