Common use of Assigned Interest[s] Clause in Contracts

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]5 Assignee[s]6 Aggregate Amount of Revolving Credit Facility8 Commitment/ Loans for all Lenders7 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Commitment/ Loans8 $ $ % $ $ % $ $ % 6 $ $ $ [7. [Trade Date: ]9 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]10 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]11 [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and Accepted: BANK OF AMERICAXXXXXX XXXXXXX SENIOR FUNDING, N.A.INC., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Acceptedto: XXXXX FARGO BANK, N.A.Aircell Business Aviation Services LLC, as a Swing Line Lender and L/C Issuer Borrower By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 ]12 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower BA is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Class Assigned Aggregate Amount of Revolving Credit Facility8 Commitment/Loans under relevant Class for all Lenders Amount of Revolving Credit Commitment/ Revolving Credit Principal Amount of Loans under relevant Class Assigned Percentage Assigned of Commitment/ Loans2 Revolving Credit Facility9 CUSIP Number Loans/ Revolving Commitments $ $ % Term Loans/ Term Commitments3 $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 4 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders for each relevant Class thereunder. 3 To the extent that there are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 multiple Classes of Term Loans, schedule should identify the Class or Classes being assigned. 4 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Acceptance are hereby agreed to: [Consented to and]17 AcceptedNAME OF ASSIGNOR] By: BANK Name: Title: [NAME OF AMERICA, N.A.ASSIGNEE] By: Name: Title: JEFFERIES FINANCE LLC, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 and Accepted: XXXXX FARGO BANK, N.A.JEFFERIES FINANCE LLC, as a Swing Line Swingline Lender and L/C Issuer By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 ]5 5 To be added only if the consent of the Swingline Lender is required by the terms of the Credit Agreement JEFFERIES FINANCE LLC, as an Issuing Bank By: Name: Title: ]6 [Consented to: OSG INTERNATIONAL SEAWAYS, INC., as Administrative Agent Borrower By: Name: Title: ]7 6 To be added only if the consent of an Issuing Bank is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Term Loans for all Lenders8 Amount of Revolving Credit Commitment/ Revolving Credit Term Loans Assigned Percentage Assigned of Revolving Credit Facility9 Term Loans9 CUSIP Number $ ________________ $ _________ ____________ % $ ________________ $ % $ $ _________ ____________ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNOR] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: 14 [Type Signatory Title] 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]13 Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Name: [Type Signatory Name] Title: [Type Signatory Title] [Consented to and]18 Accepted: BANK OF AMERICAto:]14 EMPIRE STATE REALTY OP, N.A.L.P., as a Swing Line Lender and L/C Issuer Delaware limited partnership By: Empire State Realty Trust, Inc., its general partner By: Name: [Type Signatory Name] Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Type Signatory Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 ] 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]14 Assignee[s]15 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders under Term Facility16 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned under Term Facility Percentage Assigned of Revolving Credit Facility9 Commitment/Loans under Term Facility 17 CUSIP Number $ $ % $ $ % $ $ % 6 % 7. Trade Date: ]18 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 14 List each Assignor, as appropriate. 7 15 List each Assignee and, if available, its market entity identifier, as appropriate. 8 16 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 17 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, 18 To be completed if available, its market entity identifier, as appropriate. 12 Amounts in this column the Assignor(s) and in the column immediately to Assignee(s) intend that the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 19 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 20 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). (….continued) [Consented to and]17 and]21 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A.to:]22 CALLAWAY GOLF COMPANY, as a Swing Line Lender and L/C Issuer Borrower By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 21 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned 8 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders 9 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/Loans 10 CUSIP Number $ $ __________ $_______________ $____________ ___________% $ $ __________ $_______________ $____________ ___________% $ $ __________ $_______________ $____________ ___________% [7. Trade Date: __________________] 11 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term A Commitment”, “Term B Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriateLenders thereunder. 11 List each To be completed if the Assignor and the Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in intend that the column immediately to the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to and]18 Acceptedto:]18 EQUINIX, INC., [By: BANK OF AMERICA, N.A., as a Swing Line Lender and _________________________________ Title:] [L/C Issuer ISSUER] [By: _________________________________ Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: :] _________________________ 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and Borrower and/or other parties (e.g. L/C Issuer Issuer) is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent , dated as of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OPDecember 17, L.P. By: Title: 21 To be added only if the consent of 2014, among the Borrower is required by (identified above), the terms Guarantors from time to time party thereto, the Lenders and the other parties from time to time party thereto, and Bank of the Credit AgreementAmerica, N.A., as Administrative Agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]8 Assignee[s]9 Aggregate Amount of Revolving Credit Facility8 Commitments/Loans for all Lenders10 Amount of Revolving Credit Commitment/ Revolving Credit Commitments/ Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitments/ Loans11 CUSIP Number $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % $ ________________ $ _________ ____________ % 6 8 List each Assignor, as appropriate. 7 9 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitments/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 12 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]13 Accepted: BANK OF AMERICAJPMorgan Chase Bank, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer to:]14 By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Term Loan Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s] Assignee[s] FacilityAssigned1 Aggregate Amount of Revolving Credit Facility8 Commitments/Loans for all Lenders2 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned LoanAssigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Commitment/ Loans3 $ $ % $ $ % $ $ % 6 List each Assignor[7. Trade Date: ] [8]. Effective Date: , as appropriate20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] _______________________ 1 Fill in the appropriate terminology for the type of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g., “Revolving Commitment”, etc.). 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitments/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]1 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to and]18 Acceptedto:]2 HURON CONSULTING GROUP INC., a Delaware corporation By: Name: Title: [Consented to:]3 BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 _______________________ 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]2 Assignee[s]3 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders under Term Facility 4 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned under Term Facility Percentage Assigned of Revolving Credit Facility9 Commitment/Loans under Term Facility 5 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]6 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 2 List each Assignor, as appropriate. 7 3 List each Assignee and, if available, its market entity identifier, as appropriate. 8 4 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 5 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, 6 To be completed if available, its market entity identifier, as appropriate. 12 Amounts in this column the Assignor(s) and in the column immediately to Assignee(s) intend that the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 7 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 8 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). (….continued) [Consented to and]17 and]9 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A.to:]10 CALLAWAY GOLF COMPANY, as a Swing Line Lender and L/C Issuer Borrower By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 9 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Revolving Credit Facility8 Commitment/ Advances for all Lenders5 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Advances Assigned8 Percentage Assigned of Revolving Credit Facility9 Commitment/ Advances6 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 7 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByConsented to and Accepted: Title: 14 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Advances of all Lenders thereunder. 7 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK to:]8 [NAME OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: ISSUING LENDERS] By Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: NAME OF SWINGLINE LENDERS] By Title: [Consented to and]20 Accepted: CAPITAL ONENATIONAL OILWELL VARCO, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: INC. By Title: 17 To be added only 8 Borrower’s consent not necessary if the consent Event of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit AgreementDefault exists.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 Amount of Revolving Credit Facility8 Assignor’s [Term] [Revolving] Loans/ [Commitments] 7 Amount of Revolving Credit Commitment/ Revolving Credit Loans [Term] [Revolving] Loans/ [Commitments] Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Assignor’s [Term] [Revolving] Loans/ [Commitments] Assigned8 Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignor Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignee $ $ % $ $ % $ $ % 6 $ $ $ $ $ $ $ $ $ 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]17 and]10 Accepted: BANK OF AMERICACITIBANK, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Acceptedto:11 AMERICAN AIRLINES, INC. By: XXXXX FARGO BANKName: Title: ] [Consented to:12 CITIBANK, N.A., as a Swing Line an Issuing Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer ByName: Title: 17 :] 10 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.02(b)(i)(A) of the Credit Agreement. 18 11 To be added only if the consent of the Swing Line Lender and L/C Issuer is extent required by the terms under Section 10.02(b)(i)(B) of the Credit Agreement. 19 12 To be added only if the consent of the Swing Line Lender and L/C Issuer is extent required by the terms under Section 10.02(b)(i)(C) of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer Agreement Reference is required by the terms of made to the Credit and Guaranty Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if dated as of October [ ], 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the consent “Credit Agreement”), among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (“Parent”), the other Subsidiaries of Parent from time to time party thereto other than the Borrower is required by (together with the terms of Parent, the Credit Agreement“Guarantors”), Citibank N.A., as administrative agent (the “Administrative Agent”), as collateral agent (the “Collateral Agent”), and as an issuing lender (an “Issuing Lender”), and the Lenders party thereto from time to time.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s] 5 Assignee[s] 6 Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. ’s Term Loan 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Loan Assigned 8 Percentage of Assignor’s Term Loans13 CUSIP Number $ $ Loan Assigned 9 Resulting Term Loan Amount for Assignor Resulting Term Loan Amount for Assignee $________ $________ _______% $ $ $________ $________ $________ $________ _______% 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. $________ $________ $________ $________ _______% $________ $________ [7. Trade Date: __________________]14 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth _________________________ 5 List each Assignor, as appropriate 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Subject to $1.0 million minimum amount requirement pursuant to Section 12.4(a)(ii)(A) of the Credit Agreement (if applicable). 9 Set forth, to at least 9 decimals, as a percentage of the Term Loan of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: ASSIGNOR [Consented to and]17 AcceptedNAME OF ASSIGNOR] By: BANK OF AMERICA, N.A., as Administrative Agent ByName: Title: ASSIGNEE [Consented to and]18 Accepted: BANK NAME OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ASSIGNEE] By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.:

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders8 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Assigned8 Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans9 CUSIP Number $ $ % $ $ % $ $ % 5 List each Assignee, as appropriate. 6 List each AssignorAssignee, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment,” “Term B Loan Commitment,” etc.) 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 10 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: ________________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By:______________________________ Title: [NAME OF ASSIGNOR] By:______________________________ Title: ASSIGNEE[S]12 [NAME OF ASSIGNEE] By:______________________________ Title: [NAME OF ASSIGNEE] By: :______________________________ Title: [NAME OF ASSIGNEE] Consented to and]13 Accepted: SUNTRUST BANK, as Administrative Agent By: _________________________________ Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OPto:]14 BIOSCRIP, L.P. ByINC., as Borrower By Name: Title:] SUNTRUST BANK, as Issuing Bank By Name: 21 Title:] SUNTRUST BANK, as Swingline Lender By Name: Title:] 14 To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]7 Assignee[s]8 Facility Assigned9 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders10 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment /Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans11 CUSIP Number $ $ ____________ $________________ $_________ ____________% $ $ ____________ $________________ $_________ ____________% $ $ ____________ $________________ $_________ ____________% 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 12 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By_____________________________ Name: Title: ASSIGNEE[S]14 [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [NAME Consented to and]15 Accepted: BANK OF ASSIGNEEAMERICA, N.A., as Administrative Agent [, Swing Line Lender [and an L/C Issuer]] By: _________________________________ Name: Title: 14 [Consented to:]16 KBR, INC. By: _________________________________ Name: Title: [Consented to:]17 [________________________] By: _________________________________ Name: Title: 7 List each Assignor, as appropriate. 8 List each Assignee and, if available, its market entity identifier, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Credit Commitment", "Term A Loan" or "Term B Loan", etc.). 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 13 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 14 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 15 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the (or Swing Line Lender and or L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower Issuer) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 Facility Assigned 7 AggregateAmount ofCommitment/Loansfor all Lenders8 Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 ofCommitment/LoansAssigned PercentageAssigned ofCommitment/Loans9 CUSIP Number $ $ % $ $ % $ $ % 6 [7. Trade Date: __________________]10 ___________________ 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifier, as appropriate. 7 Fill in the appropriate terminology for the types of facility under the Credit Agreement that are being assigned under this Assignment (e.g., Revolving Credit Commitment, Term Commitment, etc.) 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each To be completed if the Assignor and the Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in intend that the column immediately to the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]11 [NAME OF ASSIGNOR] By: Title: ASSIGNEE[S]12 [NAME OF ASSIGNOR] By: Title: [NAME Consented to and]13 Accepted: BANK OF ASSIGNEE] AMERICA, N.A., as Administrative Agent By: _________________________________ Title: BANK OF AMERICA, N.A., as Issuing Bank and Swing Line Lender By: _________________________________ Title: [NAME OF ASSIGNEE] Consented to:14 AMERICAN ASSETS TRUST, L.P. By: _________________________________ Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 :] ___________________ 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 12 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent Agent, Issuing Bank and/or Swing Line Lender is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 14 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. 5 Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Commitment/ Loans9 $ $ % $ $ % $ $ % 5 The reference to “Loans” in the table should be used only if the Commitments have terminated. 6 List each Assignor, as appropriate. [7. Trade Date: ________________________]10 Effective Date:______________, 20______[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 7 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Set forth the type of Commitment to be assigned such as the Initial Commitment/the First Delayed Draw Commitment/the Second Delayed Draw Commitment. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 10 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and]17 Accepted: BANK OF AMERICAto:11 WILMINGTON TRUST, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Acceptedto:12 By: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]8 Assignee[s]9 Facility Assigned10 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders11 Amount of Revolving Credit Commitment/ Revolving Credit Commitment / Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment /Loans12 CUSIP Number _________________ ___________ ___________ $ _________________ $ __________ ________ % ___________ _________________ ___________ ___________ $ _________________ $ __________ ________ % ___________ _________________ ___________ ___________ $ _________________ $ __________ ________ % 6 ___________ [7. Trade Date: ]13 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 8 List each Assignor, as appropriate. 7 9 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 10 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 11 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 12 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective DateLenders thereunder. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: ASSIGNOR By: Title: ASSIGNEE By: Title: [Consented to and]17 and]14 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: to:]15 BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANKWESTERN DIGITAL TECHNOLOGIES, N.A., as a Swing Line Lender and L/C Issuer INC. By: Title: [Consented to and]20 Accepted: CAPITAL ONEWESTERN DIGITAL IRELAND, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer LTD. By: Title: 17 14 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 AggregateAmount ofCommitmentfor all Lenders7 Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number ofCommitmentAssigned PercentageAssigned ofCommitment8 CUSIPNumber $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 9 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan 72878558 The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]17 and]10 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Title: [Consented to and]18 Acceptedto: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: _________________________________ Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer to:]11 By: _________________________________ Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 10 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]15 [NAME OF ASSIGNOR] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNOR] By: Name: [Type Signatory Name] Title: [Type Signatory Title] ASSIGNEE[S]16 [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] [NAME OF ASSIGNEE] By: Name: [Type Signatory Name] Title: [Type Signatory Title] 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: [Type Signatory Name] Title: [Type Signatory Title] [Consented to and]18 Accepted: to:]18 BANK OF AMERICA, N.A., as a Swing Line Lender and an L/C Issuer By: Name: [Type Signatory Name] Title: [Type Signatory Title] [Consented to and]19 Accepted: to:]19 XXXXX FARGO BANK, N.A., as a Swing Line Lender and an L/C Issuer By: Name: [Type Signatory Name] Title: [Type Signatory Title] [Consented to and]20 Accepted: to:]20 CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and an L/C Issuer By: Name: [Type Signatory Name] Title: [Type Signatory Title] 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and each L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]5 Assignee[s]6 Facility Assigned7 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders8 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Commitment/ Loans9 $ $ % $ $ % $ $ % 6 [7. Trade Date: ]10 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each To be completed if the Assignor and the Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in intend that the column immediately to the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer to:]14 By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., 11 Add additional signature blocks as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, needed. 12 Add additional signature blocks as a Swing Line Lender and L/C Issuer By: Title: 17 needed. 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor Assignee[s]3 Facility Assigned4 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders5 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Assigned8 Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans6 CUSIP Number $ $ % $ $ % $ $ % 6 [7. Trade Date: , 20 ]7 3 List each AssignorAssignee, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and 4 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 6 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, 7 To be completed if available, its market entity identifier, as appropriate. 12 Amounts in this column the Assignor(s) and in the column immediately to Assignee(s) intend that the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and Accepted: THE BANK OF AMERICA, N.A.NEW YORK MELLON, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK to:] [NAME OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer RELEVANT PARTY] By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.:

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s](6) Assignee[s](7) Facility Assigned(8) Aggregate Amount of Revolving Credit Facility8 Commitment / Loans for all Lenders(9) Amount of Revolving Credit Commitment/ Revolving Credit Commitment / Loans Assigned Assigned(10) Percentage Assigned of Revolving Credit Facility9 Commitment /Loans(11) CUSIP Number $ $ % $ $ % $ $ % 6 Number (5) Select as applicable. (6) List each Assignor, as appropriate. 7 . (7) List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 . (8) Fill in appropriate terminology for each applicable type of facility under the Credit Agreement that is being assigned under this Assignment, i.e., “2019 Extended Term Loans,” “Additional 2019 Extended Term Loans, “Non-Participating Term Loan Exchange Indebtedness”, “Extended Term Loans” or “Other Term Loans.” (9) Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 . (10) Subject to minimum amount requirements pursuant to Section 10.04(2) of the Credit Agreement. (11) Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 (12) Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByName: Title: 14 : (12) To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICACREDIT SUISSE AG, N.A.CAYMAN ISLANDS BRANCH, as Administrative Agent By: Name: Title: [Consented to and]18 AcceptedBy: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A.to:](14) NEIMAN MARCUS GROUP LTD LLC, as a Swing Line Lender and L/C Issuer Lead Borrower By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer ByName: Title: 17 : (13) To be added only if the consent of the Administrative Agent is extent required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms under Section 10.04(2) of the Credit Agreement. (14) To the extent required under Section 10.04(2) of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s] 5 Assignee[s] 6 Amount of Revolving Credit Facility8 Assignor’sTerm Loan 7 Amount of Revolving Credit Commitment/ Revolving Credit Loans ofTerm LoanAssigned 8 Percentageof Assignor’sTerm Loan Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each 9 Resulting Term Loan Amount for Assignor Resulting Term Loan Amount for Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth _________________________ 5 List each Assignor, as appropriate 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Subject to $1.0 million minimum amount requirement pursuant to Section 12.4(a)(ii)(A) of the Credit Agreement (if applicable). 9 Set forth, to at least 9 decimals, as a percentage of the Term Loan of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan Assumption are hereby agreed to: [NAME OF ASSIGNOR] Name: Title: [NAME OF ASSIGNEE] Name: Title: [Signature Page to Assignment and manager making the trade (if applicable). Assumption] [Consented to and]17 and] 1 Accepted: BANK OF AMERICAMIZUHO BANK, N.A.LTD., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By_________________________________ Name: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A.to:] 2 EVERCORE PARTNERS INC., as a Swing Line Lender and L/C Issuer Borrower By: ________________________________ Name: Title: [Consented Signature Page to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender Assignment and L/C Issuer By: Title: 17 Assumption] _________________________________ 1 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 12.4(a)(i)(B) of the Credit Agreement. 18 2 To be added only if the consent of the Swing Line Lender and L/C Issuer is extent required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms under Section 12.4(a)(i)(A) of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 Amount of Revolving Credit Facility8 Assignor’s [Term] [Revolving] Loans/ [Commitments]7 Amount of Revolving Credit Commitment/ Revolving Credit Loans [Term] [Revolving] Loans/ [Commitments] Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ Assignor’s [Term] [Revolving] Loans/ [Commitments] Assigned8 Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignor Resulting [Term] [Revolving] Loans/ [Commitments] Amount for Assignee $_________ $_________ _________ % $ $ $_________ $_________ $_________ $_________ _________ % $ $ $_________ $_________ $_________ $_________ _________ % 6 $_________ $_________ [7. Trade Date: ]9 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]17 and]10 Accepted: DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Acceptedto:]11 AMERICAN AIRLINES, INC. By: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 10 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.02(b)(i) of the Credit Agreement. 18 11 To be added only if the consent of the Swing Line Lender and L/C Issuer is extent required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms under Section 10.02(b)(i) of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]3 Assignee[s]4 Aggregate Amount of Revolving Credit Facility8 Commitments for all Lenders5 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment Assigned Percentage Assigned of Revolving Credit Facility9 Commitment6 CUSIP Number $ ____________ $ ____________ __________ % $ ____________ $ ____________ __________ % $ ____________ $ ____________ __________ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: ____________ ___, _____]14 7 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 3 LIST EACH ASSIGNOR, AS APPROPRIATE. 4 LIST EACH ASSIGNEE AND, IF AVAILABLE, ITS MARKET ENTITY IDENTIFIER, AS APPROPRIATE. 5 AMOUNTS IN THIS COLUMN AND IN THE COLUMN IMMEDIATELY TO THE RIGHT TO BE ADJUSTED BY THE COUNTERPARTIES TO TAKE INTO ACCOUNT ANY PAYMENTS OR PREPAYMENTS MADE BETWEEN THE TRADE DATE AND THE EFFECTIVE DATE. 6 SET FORTH, TO AT LEAST 9 DECIMALS, AS A PERCENTAGE OF THE COMMITMENT OF ALL LENDERS THEREUNDER. 7 TO BE COMPLETED IF THE ASSIGNOR AND THE ASSIGNEE INTEND THAT THE MINIMUM ASSIGNMENT AMOUNT IS TO BE DETERMINED AS OF THE TRADE DATE. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]8 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]9 [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByName: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date8 ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED. 15 Add additional signature blocks as needed. Include both FundINCLUDE BOTH FUND/Pension Plan and manager making the trade PENSION PLAN AND MANAGER MAKING THE TRADE (if applicableIF APPLICABLE). 16 Add additional signature blocks as needed9 ADD ADDITIONAL SIGNATURE BLOCKS AS NEEDED. Include both FundINCLUDE BOTH FUND/Pension Plan and manager making the trade PENSION PLAN AND MANAGER MAKING THE TRADE (if applicableIF APPLICABLE). [Consented to and]17 and]10 Accepted: BANK OF AMERICA, N.A., as N.A.,as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted11[Consented to: XXXXX FARGO BANKXXXXXX.XXX, N.A., as a Swing Line Lender and L/C Issuer INC. By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer ByName: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement:] 10 TO BE ADDED ONLY IF THE CONSENT OF THE ADMINISTRATIVE AGENT IS REQUIRED BY THE TERMS OF THE CREDIT AGREEMENT. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement11 TO BE ADDED ONLY IF THE CONSENT OF THE COMPANY IS REQUIRED BY THE TERMS OF THE CREDIT AGREEMENT.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Revolving Credit Facility8 Commitment for all Lenders9 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment Assigned Percentage Assigned of Revolving Credit Facility9 Commitment10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]11 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriateLenders thereunder. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]17 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer to:]13 [COMPANY] By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Revolving Credit Facility8 Commitment/ Advances for all Lenders5 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Advances Assigned8 Percentage Assigned of Revolving Credit Facility9 Commitment/ Advances6 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 7 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: ASSIGNEE[S] [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByConsented to and Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By Title: 14 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Set forth, to at least 9 decimals, as a percentage of the Revolving Commitment/Advances of all Lenders thereunder. 7 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK to:]8 [NAME OF AMERICA, N.A., as Administrative Agent By: ISSUING LENDERS] By Title: [Consented to and]18 Accepted: BANK NAME OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: SWINGLINE LENDERS] By Title: [Consented to and]19 Accepted: XXXXX FARGO BANKNATIONAL OILWELL VARCO, N.A., as a Swing Line Lender and L/C Issuer By: INC. By Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only 8 Borrower’s consent not necessary if the consent Event of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit AgreementDefault exists.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s] Assignee[s] Facility Assigned2 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders3 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans4 CUSIP Number $ $ [$][€] [$][€] % $ $ [$][€] [$][€] % $ $ [$][€] [$][€] % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: _______________________]14 5 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByName: Title: 14 2 Insert USD Revolving Commitments, Euro Revolving Commitments, Tranche X-0 Xxxx Xxxx, Xxxxxxx X-0 Xxxx Loan or Tranche A-7 Term Loan, as applicable. 3 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 4 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 5 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]6 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line USD L/C Issuer and USD Swingline Lender and By: Name: Title:] [OTHER L/C ISSUERS], as USD L/C Issuer By: Name: Title: :] [Consented to and]19 Accepted: XXXXX FARGO BANKFRESENIUS MEDICAL AG & Co. KGaA, N.A.a German partnership limited by shares (Kommanditgesellschaft auf Aktien), as represented by FRESENIUS MEDICAL CARE MANAGEMENT AG, a Swing Line Lender and L/C Issuer ByGerman corporation, its general partner Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Name: Title: 17 :] 6 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 (a) Revolving Credit Facility: Assignor[s]18 Assignee[s]19 Aggregate Amount of Commitments/Revolving Credit Facility8 Loans for all Lenders Amount of Revolving Credit Commitment/ Commitments/ Revolving Credit Loans Assigned Percentage Assigned of Commitments/ Revolving Credit Facility9 Loans20 CUSIP Number $ $ % $ $ % $ $ % 6 18 List each Assignor, as appropriate. 7 19 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 20 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. (b) Term Facility. Assignor[s]10 Assignee[s]11 : Assignor[s]21 Assignee[s]22 Aggregate Amount of Term Loans for all Lenders12 Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans13 Loans23 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. $ $ % [7. Trade Date: __________________]14 24 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByName: Title: 14 21 List each Assignor, as appropriate. 22 List each Assignee, as appropriate. 23 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 24 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]25 Accepted: BANK OF AMERICA, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender By: Name: Title: [Consented to and]18 Acceptedto:]26 [BORROWER] By: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 25 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]8 Assignee[s]9 Aggregate Amount of Revolving Credit Facility8 Commitment for all Lenders10 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment Assigned Percentage Assigned of Revolving Credit Facility9 Commitment11 CUSIP Number $ $ % $ $ % $ $ % 6 [7. Trade Date: ]12 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 8 List each Assignor, as appropriate. 7 9 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriateLenders thereunder. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]17 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Acceptedto:]14 BORROWER: BANK OF AMERICAXXXXXXX INDUSTRIAL REALTY, N.A.L.P., as a Swing Line Lender and L/C Issuer Maryland limited partnership By: XXXXXXX INDUSTRIAL REALTY, INC., a Maryland corporation, its General Partner By: Name: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders9 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Assigned8 Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans10 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________]11 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Amounts in this column and Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Credit Commitment”, “Term Commitment”, etc.) 9 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 10 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriateLenders thereunder. 11 List each Assignee and, To be completed if available, its market entity identifier, as appropriate. 12 Amounts in this column the Assignor(s) and in the column immediately to Assignee(s) intend that the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]12 Accepted: BANK [NAME OF AMERICA, N.A.AGENT], as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK to:]13 [NAME OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer RELEVANT PARTY] By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 12 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor Assignee[s]8 Aggregate Amount of Revolving Credit Facility8 Commitment for all Lenders9 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment Assigned Percentage Assigned of Revolving Credit Facility9 Commitment10 CUSIP Number $ $ % $ $ % $ $ % 6 List [0.Xxxxx Date:__________________]11 The effective date for this Assignment and Assumption shall be ____________, 20__ (the "Effective Date") [TO BE INSERTED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT AGREEMENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]; provided, however, if the Assignee is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes, this Assignment and Assumption shall not be effective until the Company and the Administrative Agent receive Internal Revenue Service Form W-8BENE (or W-8BEN, as applicable) or Form W-8ECI or such other forms, certificate or other evidence with respect to United State Federal income tax withholding matters, in each Assignorcase certifying as to such Assignee's entitlement to total exemption from withholding or deduction of taxes. 7Include bracketed language if there are multiple Assignees. 8List each Assignee, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts 9Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set 10Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To 11To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________ Name: Title: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [Consented to and]17 and]12 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By_________________________________ Name: Title: [Consented to and]19 Accepted: XXXXX FARGO BANKto:]13 HASBRO, N.A.INC., as a Swing Line Lender and L/C Issuer Borrower By: _________________________________ Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To 12To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To 13To be added only if the consent of the Company and/or other parties (e.g. Swing Line Lender and Lender, L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower Issuer) is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 1 Include bracketed language if there are either multiple Assignors or multiple Assignees. Assignor[s] Assignee[s] Facility Assigned Aggregate Amount of Revolving Credit Facility8 Commitment / Loans for all Lenders Amount of Revolving Credit Commitment/ Revolving Credit Commitment / Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment / Loans2 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 3 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor Assignor(s) and the Assignee Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: ASSIGNOR[S] [NAME OF ASSIGNOR] By: Title: ASSIGNEE[S] [NAME OF ASSIGNEE] By: Title: [Consented to and]17 and] Accepted: BANK OF AMERICAJPMORGAN CHASE BANK, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer to:] [E*TRADE FINANCIAL CORPORATION] By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor Assignee[s]3 Facility Assigned 4 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders 5 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Assigned8 Percentage Assigned of Revolving Credit Facility9 Commitment/Loans 6 CUSIP Number $ $ $_______________ $_______________ ____% $ $ $_______________ $_______________ ____% $ $ $_______________ $_______________ ____% 6 [7. Trade Date: _____ __, 20__]7 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. 3 List each AssignorAssignee, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and 4 Fill in the column immediately to appropriate terminology for the right types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 5Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set 6Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, 7 To be completed if available, its market entity identifier, as appropriate. 12 Amounts in this column the Assignor(s) and in the column immediately to Assignee(s) intend that the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: ________________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and Accepted: THE BANK OF AMERICA, N.A.NEW YORK MELLON, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK to:] [NAME OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer RELEVANT PARTY] By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.:

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]3 Assignee Facility Assigned4 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders5 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Commitment / Loans6 $ $ % $ $ % $ $ % 6 Effective Date: June [●] , 2015 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR, BUT IN ANY EVENT NOT PRIOR TO JUNE 22, 2015]. 3 List each Assignor, as appropriate. 7 List each Assignee and4 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, if available“Term B Commitment”, its market entity identifier, as appropriateetc.). 8 5 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 6 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit FacilityCommitment/Loans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts The terms set forth in this column Assignment and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. Assumption are hereby agreed to: ASSIGNOR[S] [7. Trade DateSee Lender Consent] ASSIGNEE [NAME OF ASSIGNEE] By: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.:

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 Assignor[s] List each Assignor, as appropriate. 7 Assignee[s] List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Facility Assigned Fill in appropriate terminology for each applicable type of facility under the Credit Agreement that is being assigned under this Assignment, i.e., Revolving Loans. Amount of Assignor'sCommitment /Loans Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Amount ofCommitment/ LoansAssigned Subject to minimum amount requirements pursuant to Section 10.06(b)(i) of the Credit Agreement and subject to proportionate amount requirements pursuant to Section 10.06(b)(ii) of the Credit Agreement. Percentageof Assignor'sCommitment/ Loans Assigned Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans of the Term Facilityall Lenders thereunder. Resulting Commitment/Loans Amount for Assignor Resulting Commitment/Loans Amount for Assignee [7. Trade 0.Xxxxx Date: :__________________]14 ] To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By_____________________________ Name: Title: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and] Accepted: BANK OF AMERICAXxxxx fargo retail finance, N.A.llc, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By_________________________________ Name: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender to:] To the extent required under Sections 10.06(b)(i)(B) and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms 10.06(b)(iii)(A) of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OPTHE KITCHEN COLLECTION, L.P. INC., as Lead Borrower By: ________________________________ Name: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.:

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 Type of Loan/Commitment Amount of Revolving Credit Facility8 Assignor’s Loans/Commitments7 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Loans/ Commitments Assigned8 Percentage of Term Loans13 CUSIP Number $ $ Assignor’s Loans/ Commitments Assigned9 Resulting Loans/ Commitments Amount for Assignor Resulting Loans/Commitments Amount for Assignee [$] [€]__ [$] [€]__ ________ % $ $ [$] [€]__ [$] [€]__ [$] [€]__ [$] [€]__ ________ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [$] [€]__ [$] [€]__ [$] [€]__ [$] [€]__ ________ % [$] [€]__ [$] [€]__ [7. Trade Date: _____________________]14 10 Effective Date: ______________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 in the column immediately to the right to be adjusted by the counter-parties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Subject to $1,000,000 minimum amount requirement in the case of Dollar Term Loans and €1,000,000 minimum amount requirement in the case of Euro Term Loans. 9 Set forth, to at least 9 decimals, as a percentage of the Loans / Commitments of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Datetrade date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Acceptance are hereby agreed to: By: Name: Title: By: Name: Title: [Consented to and]17 and]1 Accepted: BANK OF AMERICA, N.A.GLAS TRUST COMPANY LLC, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A.to:]2 CONCORDIA INTERNATIONAL CORP., as a Swing Line Lender and L/C Issuer Borrower By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 1 To be added only if the consent extent required under Section 10.4(b)(B) of the Administrative Agent is required by the terms Credit Agreement but subject to Section 10.4(j) of the Credit Agreement. 18 2 To be added only if the consent of the Swing Line Lender and L/C Issuer is extent required by the terms under Section 10.4(b)(A) of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms Agreement but subject to Section 10.4(j) of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]15 Assignee[s]16 Facility Assigned Aggregate Amount of Commitment/ Revolving Credit Facility8 Loans for all Lenders17 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Commitment/ Revolving Credit Facility9 Loans18 CUSIP Number $ $ % $ $ % $ $ % 6 [7. Trade Date: ]19 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 15 List each Assignor, as appropriate. 7 16 List each Assignee and, if available, its market entity identifier, as appropriate. 8 17 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 18 Set forth, to at least 9 decimals, as a percentage of the Commitment/Revolving Credit FacilityLoans of all Lenders thereunder. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each 19 To be completed if the Assignor and the Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in intend that the column immediately to the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 20 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 21 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]22 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANKto:]23 AMERICAN RESIDENTIAL LEASING COMPANY, N.A., as a Swing Line Lender and L/C Issuer LLC By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 22 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and and/or L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]5 Assignee[s]6 Aggregate Amount of Revolving Credit Facility8 Commitment for all Lenders7 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans8 CUSIP Number $ $ % $ $ % $ $ % 6 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 8 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 9 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] Consented to and]10 Accepted: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Administrator and Fronting Bank By: Title: 14 [Consented to and]11 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as L/C Administrator and Fronting Bank By: Title: [Consented to]12 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 12 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 7List each Assignor, as appropriate. 8List each Assignee and, if available, its market entity identifier, as appropriate. 9Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loans”, etc.). 10Amounts in this Assignment column and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11Set forth, to at least 9 decimals, as a percentage of the applicable Facility of all Lenders thereunder. 12To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR[S]13 [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE[S]14 [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: 13Add additional signature blocks as needed. Include both Fund/Pension Plan Fund and manager making the trade (if applicable). 16 Add 14Add additional signature blocks as needed. Include both Fund/Pension Plan Fund and manager making the trade (if applicable). [Consented to and]17 and]15 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To 15To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To [Consented to:]16 By: Name: Title: 16To be added only if the consent of the Company and/or other parties (e.g. each Swing Line Lender and Lender, each L/C Issuer Issuer) is required by the terms of the Credit Agreement. 19 To be added only if the Add additional consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreementpages as needed.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]7 Assignee[s]8 FacilityAssigned9 AggregateAmount ofCommitment/Advancesfor all Lenders10 Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 ofCommitment/AdvancesAssigned PercentageAssigned ofCommitment/Advances11 CUSIP Number $ $ % $ $ % $ $ % 6 7 List each Assignor, as appropriate. 7 8 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Issuing Commitment”, etc.). 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Advances of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term FacilityLenders thereunder. [7. Trade Date: __________________]14 12 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________ Name: Title: [NAME OF ASSIGNEE] By: _____________________________ Name: Title: Consented to and]17 and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: _________________________________ Name: Title: [Consented to and]18 Acceptedto:]13 By: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By_________________________________ Name: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Borrowers and/or other parties (e.g. Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OPLender, L.P. By: Title: 21 To be added only if the consent of the Borrower Issuing Banks) is required by the terms of the Credit Agreement.

Assigned Interest[s]. (a) Revolving Credit Facility: Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitments/ Revolving Credit Facility8 Loans for all Lenders Amount of Revolving Credit Commitment/ Commitments/ Revolving Credit Loans Assigned Percentage Assigned of Commitments/ Revolving Credit Facility9 Loans8 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment/Loans of all Lenders thereunder. (b) Term Facility. Assignor[s]10 Assignee[s]11 : Assignor[s]9 Assignee[s]10 Aggregate Amount of Term Loans for all Lenders12 Lenders Amount of Term Loans Assigned Percentage Assigned of Term Loans13 Loans11 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. $ $ % [7. Trade Date: __________________]14 12 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] ByName: Title: 14 9 List each Assignor, as appropriate. 10 List each Assignor, as appropriate. 11 Set for, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender By: Name: Title: [Consented to and]18 Acceptedto:]14 [BORROWER] By: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]7 Assignee[s]8 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders9 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number Commitment/ Loans10 $ ______________ $ ______________ _______ % $ ______________ $ ______________ _______ % $ ______________ $ ______________ _______ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 11 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. Indicate if 2020 Loan Commitments and/or other Commitments are being assigned. 10 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 11 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). ASSIGNOR [Consented to and]17 AcceptedNAME OF ASSIGNOR] By: BANK Name: Title: ASSIGNEE [NAME OF AMERICAASSIGNEE] By: Name: Title: [JPMORGAN CHASE BANK, N.A., as Administrative Agent Agent, as Swing Line Lender, and as an L/C Issuer]12 By: Name: Title: [Consented to and]18 AcceptedTEXAS ROADHOUSE, INC. By: BANK OF AMERICAName: Title:]13 [PNC BANK, N.A.NATIONAL ASSOCIATION, as a an L/C Issuer By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer By: Name: Title: 12 Include if consent of Administrative Agent, Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent Issuers is required by the terms under Section 10.06(b)(iii) of the Credit Agreement. 18 To be added only 13 Include if the Borrower’s consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms under Section 10.06(b)(i) of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OPAny other Lender agreeing to be an L/C Issuer under the Credit Agreement], L.P. Byas an L/C Issuer Name: Title: 21 To be added only Title:]14 +14 Include if the consent of the Borrower L/C Issuers is required by the terms under Section 10.06(b)(iii) of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned8 Aggregate Amount of Revolving Credit Facility8 Commitment/Loans for all Lenders Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment /Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 10 Effective Date: __________________, 20__ 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”.). 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]17 and]11 Accepted: BANK OF AMERICA, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender By: Name: Title: [Consented to and]18 Acceptedto:]12 [BORROWER] By: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 FacilityAssigned7 AggregateAmount ofCommitment/ Revolving Loansfor all Lenders8 Amount of ofCommitment/Revolving Credit Facility8 Amount of LoansAssigned PercentageAssigned ofCommitment/Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 Loans9 CUSIPNumber [7. Trade Date: __________________]10 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] _____________________ 5 List each Assignor, as appropriate. 7 6 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 7 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. "Revolving Credit Commitment", "Term Loan Committment", etc.). 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/ Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facilityall Lenders thereunder. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: _____________________________ Title: [NAME OF ASSIGNEE] By: _____________________________ Title: [Consented to and]17 and]11 Accepted: U.S. BANK OF AMERICA, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: _________________________________ Title: [Consented to and]18 Accepted: BANK OF AMERICAto:]12 THE TJX COMPANIES, N.A.INC., as a Swing Line Lender and L/C Issuer Borrower By: _________________________________ Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 _____________________ 11 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 12 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]7 Assignee[s]8 Facility Assigned9 Aggregate Amount of Revolving Credit Facility8 Commitment/ Loans for all Lenders10 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Assigned11 Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans12 CUSIP Number [Term Facility] $ $ % [Revolving Facility] $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: :__________________]14 Effective Date: ________________ ___, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 6 Select as applicable. 7 List each Assignor, as appropriate. 8 List each Assignee, as appropriate. 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment. 10 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 12 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent ByName: Title: [Consented to and]18 Acceptedand]13Accepted: HSBC BANK OF AMERICA, N.A.PLC, as a Swing Line Lender and L/C Issuer ByAdministrative Agent Name: Title: [Consented to and]19 Acceptedto:]14 [COTTAGE HOLDCO B.V.] By: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]20 AcceptedBy: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer ByName: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans 6 Assignor[s]7 Assignee[s]8 Assigned9 for all Lenders10 Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Loans11 Number $ $ % $ $ % $ $ % [7. Trade Date: ]12 6 The reference to “Loans” in the table should be used only if the Credit Agreement provides for Term Loans. 7 List each Assignor, as appropriate. 7 8 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 9 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment”, “Term Loan Commitment”, etc.). 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriateLenders thereunder. 12 Amounts in this column To be completed if the Assignor and in the column immediately to Assignee intend that the right minimum assignment amount is to be adjusted by the counterparties to take into account any payments or prepayments made between determined as of the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender By: Title: [Consented to and]18 Accepted: BANK OF AMERICAto:14 RIATA ENERGY, N.A.INC. (d/b/a SxxxXxxxx Energy, as a Swing Line Lender and L/C Issuer Inc.) By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned Aggregate Amount of Revolving Credit Facility8 Commitment/ Loans1 for all Lenders for applicable Facility2 Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans3 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: ___________________]14 4 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 1 With respect to the Term Loan Facility, after the Tranche A-1 Term Loan Commitment, Tranche A-2 Term Loan Commitment, Tranche A-3 Term Loan Commitment, Tranche A-4 Term Loan Commitment or Tranche A-5 Term Loan Commitment had been terminated or reduced to zero, only the assignment of such Loans will be applicable. With respect to the Term Loan Facility, specify whether the loan is a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a Tranche A-3 Term Loan, a Tranche A-4 Term Loan or a Tranche A-5 Term Loan. 2 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 3 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Commitment / Revolving Credit Loans of all Lenders thereunder. 4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]17 and]5 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: [Consented to and]18 Acceptedto: BANK OF AMERICA, N.A., as a Swing Line Lender and an L/C Issuer and Swing Line Lender By: Name: Title: [Consented to and]19 Acceptedto: XXXXX FARGO BANKXXXXXXX & XXXXXX ENTERPRISES, N.A., as a Swing Line Lender and L/C Issuer INC. By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Aggregate Assignor[s]5 Assignee[s]6 Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate ’s Term Loans7 Amount of Term Loans for all Lenders12 Amount LoansAssigned8 Percentage of Assignor’s Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Assigned9 Resulting Term Loans of the Amount for Assignor Resulting Term Facility. Loans Amount for Assignee [$][€]___ [$][€]___ [$][€]___ [$][€]___ [$][€]___ [$][€]___ % [$][€]___ [$][€]___ [$][€]___ [$][€]___ % [$][€]___ [$][€]___ [7. Trade Date: __________________]14 10 Effective Date: __:________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this Assignment column and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 in the column immediately to the right to be adjusted by the counter-parties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 8 Subject to $1,000,000 minimum amount requirement in the case of Dollar Term Loans and €1,000,000 minimum amount requirement in the case of Euro Term Loans pursuant to Section 10.4(b) of the Credit Agreement. 9 Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. 10 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Datetrade date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Affiliated Lender Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Acceptance are hereby agreed to: ASSIGNOR By: Name: Title: ASSIGNEE By: Name: Title: [Consented to and]17 and]1 Accepted: BANK OF AMERICA, N.A.GLAS TRUST COMPANY LLC, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A.to:]2 CONCORDIA INTERNATIONAL CORP., as a Swing Line Lender and L/C Issuer Borrower By: Name: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 1 To be added only if the consent of the Administrative Agent is extent required by the terms under Section 10.4(b)(B) of the Credit Agreement. 18 2 To be added only if the consent of the Swing Line Lender and L/C Issuer is extent required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms under Section 10.4(b)(A) of the Credit Agreement.

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Facility Assigned Aggregate Amount of Revolving Credit Facility8 Commitment/Issuing Commitment/Loans for all [Lenders][Issuing Lenders] Amount of Revolving Credit Commitment/ Revolving Credit Commitment/Issuing Commitment/Loans Assigned Percentage Assigned PercentageAssigned of Revolving Commitment/Issuing Commitment/Loans3 Issuing Commitment[s] for [Insert Applicable] Letter[s] of Credit Facility9 CUSIP Number $ [_______] $ [_______] [_____] % [Insert Applicable] Loan[s] $ [_______] $ [_______] [_____] % $ $ % 6 List each Assignor, as appropriate2 Delete if not applicable. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 3 Set forth, to at least 9 12 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Commitment/Issuing Commitment/Loans of the Term Facilityall Lenders/Issuing Lenders thereunder. [7. Trade Date: __________________]14 EXHIBIT A-2 (VINEYARD WIND) Effective Date: __________________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] ByBy : [NAME OF ASSIGNOR] ByName: Title: [NAME OF ASSIGNEE] ByBy : Name: Title: Consented to and accepted: [NAME OF ASSIGNEE] _____], as the Administrative Agent By: Name: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 AcceptedBy: BANK OF AMERICA, N.A., as Administrative Agent ByName: Title: [Consented to and]18 Acceptedto:]4 [NAME OF RELEVANT PARTY] By: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer ByName: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To 4To be added only if the consent of the Administrative Agent Borrower and/or any Lender or Issuing Lender is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.EXHIBIT A-4 (VINEYARD WIND)

Assigned Interest[s]. Assignor[s]6 Assignee[s]7 Assignor[s]8 Assignee[s]9 Aggregate Amount of Revolving Credit Facility8 Commitment/ Loans for all Lenders10 Amount of Revolving Credit Commitment/ Revolving Credit Loans Commitment /Loans Assigned Percentage Assigned of Revolving Credit Facility9 Commitment/ Loans11 CUSIP Number $ $ % $ $ % $ $ % 6 [7. Trade Date: ]12 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 8 List each Assignor, as appropriate. 7 9 List each Assignee and, if available, its market entity identifierAssignee, as appropriate. 8 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 11 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount Commitment/Loans of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriateLenders thereunder. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan The terms set forth in this Assignment and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [Consented to and]17 and]13 Accepted: BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICAto:]14 MOHAWK INDUSTRIES, N.A., as a Swing Line Lender and L/C Issuer INC. By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 13 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Term Loan Agreement.