Citigroup (C)

Back-Up Power System

40.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install on any one or more portions of the Building (together with any shaftways, closets and conduits of the Building) and thereafter maintain, repair, and operate: (i) one or more battery-powered uninterruptible power systems, including, without limitation, the Liebert UPS currently located on the 5^th floor of the Building (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”) and (ii) one or more diesel generators and chiller units, including, without limitation, the two (2) Caterpillar 1500 KW diesel generators currently located on the 5^th floor of the Building, three (3) fuel tanks currently located in the loading dock (herein collectively called the “Diesel Generator”), and the 270 ton and 450 ton train chillers located on the 5^th floor (the “Chillers”), in a portion or portions of the Premises designated by Tenant (herein called the “Generator Area”, the UPS Battery System, the

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Diesel Generator and Chillers are sometimes herein collectively called the “Back-Up Power System”; the UPS Area and the Generator Area are sometimes herein collectively called the “Back-Up Power System Area”); provided that in connection with such installation of the Back-Up Power System Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

(ii) Tenant shall promptly repair any damage caused to the Back-Up Power System Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees;

(iii) Tenant will, and does hereby, indemnify and save harmless Landlord from and against: (A) any and all claims, reasonable counsel fees, demands, damages, expenses or losses by reason of any liens, orders, claims or charges resulting from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System installed by Tenant pursuant to the provisions of this Article; and (B) any and all claims, costs, demands, expenses, fees or suits arising out of accidents, damage, injury or loss to any and all persons and property, or either, whomsoever, or whatsoever resulting from or arising in connection with the erection, installation, maintenance, operation and repair of the Back-Up Power System installed by Tenant pursuant to the provisions of this Article, except in the case of both (A) and (B) above to the extent occasioned by the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iv) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property in connection with the Back-Up Power System.

ARTICLE 41

Back-Up Power System

40.01. Landlord shall maintain the Back-Up Power System in compliance with Legal Requirements and otherwise in working order in accordance with the performance specifications set forth in the Maintenance Schedule or better. The Back-Up Power System shall include, but not be limited to, one or more diesel generators and chiller units, including but not limited to the one (1) Caterpillar 1500 KW diesel stand-by generator currently located within the Basement (herein called the “Back-Up Power System”).

40.02. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install on any one or more portions of the Premises, and thereafter upgrade, replace, maintain, repair, and operate one or more battery-powered uninterruptible power systems, including, without limitation, the two (2) MGE 225 KVA single module UPS systems currently located on the 12^th floor of the Building (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”); provided that in connection with such installation of the UPS Battery System Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

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(ii) Tenant shall promptly repair any damage caused to the UPS Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iii) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property, if any, in connection with the UPS Battery System.

40.03. Landlord hereby acknowledges and consents to the existing connection of certain Tenant’s systems to Landlord’s emergency generator system for the Building (such emergency generator system being referred to herein collectively as the “Emergency Generator System”). Further, Landlord shall not unreasonably withhold, condition, or delay Landlord’s consent to an Alteration consisting of the connecting of additional Tenant’s systems, or alteration of Tenant’s existing connections, to the Emergency Generator System if such connection complies with Legal Requirement and subject to the limits on capacity outlined below. The Emergency Generator System is comprised of, and Landlord acknowledges it shall at all times consist of no less than the functional equivalent to Tenant’s per square foot percentage of total generator capacity (i.e., if Tenant occupies 50% of the rentable area in the Building, then Landlord will reserve 50% of the available generator capacity for Tenant); it being understood and agreed that the capacity of the Emergency Generator System will be derated to 80% of its full load capacity (i.e., Landlord will at all times maintain a 20% reserve of the Emergency Generator System’s total capacity). Landlord shall maintain the Emergency Generator System in compliance with Legal Requirements and in working order (in accordance with its current performance specifications as set forth in the Maintenance Schedule or better), and Landlord shall test the Emergency Generator System in accordance with the Maintenance Schedule. Landlord shall notify Tenant of the date(s) on which Landlord’s tests of the Emergency Generator System will be conducted and permit Tenant to consult with Landlord in connection with, and accompany Landlord during, such tests. Tenant acknowledges that Landlord shall have no obligation or responsibility of any nature whatsoever to Tenant if the Emergency Generator System fails to provide emergency power and/or chilled water to Tenant as required or otherwise damages Tenant’s systems, except to the extent resulting from Landlord’s negligence or willful misconduct or that of its agents, contractors or employees. Tenant’s right to connect Tenant’s aforesaid systems to the Emergency Generator System shall be at no charge. Tenant shall not be obligated to pay any fees or other costs to Landlord in connection with Tenant’s connection to and use of the Emergency Generator System except as part of Tenant’s Operating Payment but only to the extent such costs are otherwise includible in Operating Expenses.

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ARTICLE 41

Back-Up Power System

40.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have the right to install on any one or more portions of the Premises, including any Retained Common Areas (together with any shaftways, closets and conduits of the Building), and thereafter maintain, repair, and operate: (i) one or more battery-powered uninterruptible power systems, including, without limitation, the Liebert UPS currently located within the Fifth Floor Mechanical Rooms (each herein called a “UPS Battery System”), in a portion or portions of the Premises to be designated by Tenant (each such portion herein called a “UPS Area”) and (ii) one or more diesel generators and chiller units, including the one (1) Caterpillar 1500 KW diesel stand-by generator currently located within the Fifth Floor Mechanical Rooms (herein collectively called the “Diesel Generator”), in a portion or portions of the Premises designated by Tenant (herein called the “Generator Area”, the UPS Battery System and the Diesel Generator are sometimes herein collectively called the “Back-Up Power System”; the UPS Area and the Generator Area are sometimes herein collectively called the “Back-Up Power System Area”); provided that in connection with such installation of the Back-Up Power System Tenant hereby covenants and agrees that:

(i) such installation shall be performed in accordance with all applicable Legal Requirements and with all of the applicable provisions of this lease;

(ii) Tenant shall promptly repair any damage caused to the Back-Up Power System Area by reason of such installation, including any repairs, restoration, maintenance, renewal or replacement thereof necessitated by or in any way caused by or relating to such installations except to the extent such damage has resulted from the negligence or willful misconduct of Landlord, its agents, contractors or employees;

(iii) Tenant will, and does hereby, indemnify and save harmless Landlord from and against: (A) any and all claims, reasonable counsel fees, demands, damages, expenses or losses by reason of any liens, orders, claims or charges resulting from any work done, or materials or supplies furnished, in connection with the fabrication, erection, installation, maintenance and operation of the Back-Up Power System installed by Tenant pursuant to the provisions of this Article; and (B) any and all claims, costs, demands, expenses, fees or suits arising out of accidents, damage, injury or loss to any and all persons and property, or either, whomsoever, or whatsoever resulting from or arising in connection with the erection, installation, maintenance, operation and repair of the

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Back-Up Power System installed by Tenant pursuant to the provisions of this Article, except in the case of both (A) and (B) above to the extent occasioned by the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(iv) Tenant shall pay as and when due, and shall be solely responsible for, any and all taxes, fees, license charges or other amounts imposed upon Tenant, Landlord or the Real Property in connection with the Back-Up Power System.

(b) Intentionally Omitted.

(c) If, due to Legal Requirements, Tenant shall not be permitted to maintain the Diesel Generator in the Generator Area initially demised hereunder (herein called the “Initial Generator Area”) for any reason whatsoever, Tenant shall have the right, on reasonable prior notice to Landlord, to substitute alternate space in the Building for the Initial Generator Area (herein called the “Substitute Generator Area”), which Substitute Generator Area proposed by Tenant shall be subject to the reasonable approval of Landlord, and provided that (i) notwithstanding the foregoing, Tenant shall maintain the Diesel Generator in the Initial Generator Area until the Substitute Generator Area shall be located outside the Premises unless no other space shall be available in the Building for the installation of the Diesel Generator or it shall be impractical to locate same outside the Premises, (ii) the Substitute Generator Area shall be of an adequate size and configuration to permit operation of the Back-Up Power System in the same manner in which the same was operated prior to such substitution, (iii) Tenant shall, at Tenant’s sole cost and expense, either relocate the Diesel Generator and all related equipment to the Substitute Generator Area or furnish and install in the Substitute Generator Area a Diesel Generator and all related equipment required to operate the Back-Up Power System at least equal in kind, quality and condition to those contained in the Initial Generator Area at the time such notice of requested substitution is given by Tenant, and Tenant, at Tenant’s sole cost and expense, shall perform all connections and other work required to operate the Back-Up Power System in the same manner in which the same was operated immediately prior to such relocation or if the same shall not be in compliance with applicable Legal Requirements, to the fullest extent possible after effecting compliance with applicable Legal Requirements, it being understood and agreed that notwithstanding anything to the contrary contained herein, Tenant shall be permitted to maintain and operate the Diesel Generator in the Initial Generator Area until Tenant can operate the Back-Up Power System from the Substitute Generator Area in the same manner in which the same was operated immediately prior to such relocation or if the same shall not be in compliance with applicable Legal Requirements, to the fullest extent possible after effecting compliance with applicable Legal Requirements, (iv) Tenant shall, at Tenant’s sole cost and expense, procure all permits and approvals required in connection with such relocation and any modifications to the Certificate of Occupancy for the Building to permit the Substitute Generator Area

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to be used for the installation and operation of the Diesel Generator (and Landlord shall cooperate with Tenant in connection with obtaining any such permit, approval or modification (including assisting and/or joining Tenant in any application or similar instrument), and Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with Landlord’s actions related to this Section 40.01(c) other than any such claims arising from Landlord’s negligence or willful misconduct, and (v) such relocation and other work shall be performed in a manner that any interruption of the power supplied by the Back-Up Power System to Tenant’s equipment shall be minimized to the extent commercially practicable. Notwithstanding anything to the contrary contained in this lease, Tenant shall not be obligated to pay any additional Fixed Rent with respect to the Substitute Generator Area if the same shall be located within a portion of the Premises on which Tenant is already paying Fixed Rent. From and after the date that Tenant shall actually vacate and surrender the Initial Generator Area to Landlord, this lease shall no longer apply to the Initial Generator Area and shall apply to the Substitute Generator Area as if the Substitute Generator Area had been originally demised under this lease. Except as hereinabove expressly set forth, Landlord shall not have the right, subject to any applicable Legal Requirements, to require Tenant to relocate the Diesel Generator from the Initial Generator Area.

40.02. Tenant, its contractors, agents or employees shall have access to that portion or portions of the Back-Up Power System Area located outside of the Premises in order to install, maintain, test, use, operate and replace the Back-Up Power System, upon reasonable advance notice to Landlord and upon the following terms and conditions:

(a) Any damage to the Building or to the personal property of Landlord or other tenants of the Building arising as a result of such access shall be repaired and restored, at Tenant’s sole cost, to the condition existing prior to such access except to the extent such damage is the result of the negligence or willful misconduct of Landlord, its agents, contractors or employees; and

(b) Tenant shall indemnify and hold Landlord harmless from and against any liability, damage or loss arising from such access except to the extent such damage is the result of the negligence or willful misconduct of Landlord, its agents, contractors or employees.

40.03. Landlord and Tenant acknowledge that Tenant does not have its own source of fuel to operate the Diesel Generator. Accordingly, for so long as Tenant uses either the Initial Generator Area or the Substitute Generator Area for the Diesel Generator, Landlord, at Tenant’s cost equal to Landlord’s actual cost therefor, shall provide to Tenant fuel for the operation of the Diesel Generator (herein called the “Generator Fuel”), from the existing fuel storage tanks (herein called the “Storage Tanks”) and the existing fuel pumping system (herein called the “Pumping System”); provided, however that Landlord shall not be obligated to provide Generator Fuel to

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Tenant in excess of the amount required to operate one (1) 1500 KW diesel generator and provided further that Landlord shall have no liability to Tenant hereunder if Landlord shall be unable to provide the Generator Fuel to Tenant under any applicable Legal Requirements or due to Landlord’s inability, after reasonable efforts, to secure any permit required for Landlord to supply the Generator Fuel to Tenant, or if the supply of the Generator Fuel is interrupted due to emergency, mechanical breakdowns or interruptions in the supply of fuel to the Building. Landlord shall maintain the Storage Tanks and the Pumping System in compliance with Legal Requirements and in working order throughout the term of this lease, and shall make all necessary repairs or replacements thereof as may be necessary in connection therewith. Landlord, at reasonable times on reasonable prior notice, shall permit Tenant to inspect and test the Storage Tanks and the Pumping System. Tenant shall reimburse Landlord for the actual cost of providing the Generator Fuel and any actual additional out-of-pocket costs incurred by Landlord in connection with providing the Generator Fuel to Tenant, including any actual costs incurred by Landlord to obtain any permits required in connection therewith and any taxes or surcharges imposed on Landlord in connection with the resale of fuel to Tenant, which costs shall be payable as Additional Charges hereunder within thirty (30) days after demand accompanied by reasonable documentation of such costs.

40.04. Tenant shall have the right to tie into the Building’s BMS system for purposes of monitoring the Back-Up Power System and any Tenant’s supplemental heating, ventilating or air-conditioning system, which tie-in will be performed by Landlord’s contractor at Tenant’s cost and expense, which cost and expense shall not exceed the amount that would otherwise be charged to Landlord by its contractor for such work if such work was being performed for Landlord’s own account.

40.05. Tenant shall have the right, at its sole cost and expense, to replace the two (2) Chillers with a larger unit or units subject to and in accordance with the applicable provisions of Article 11.

40.06. Landlord hereby acknowledges and consents to the existing connection of certain Tenant’s systems (including the Back-Up Power System) to Landlord’s emergency generator system for the Building (such emergency generator system being referred to herein collectively as the “Emergency Generator System”), which Landlord acknowledges is required in connection with the operation of the Back-Up Power System. Further, Landlord shall not unreasonably withhold, condition, or delay Landlord’s consent to an Alteration consisting of the connecting of additional Tenant’s systems, or alteration of Tenant’s existing connections, to the Emergency Generator System. The Emergency Generator System is comprised of, and Landlord acknowledges it shall at all times consist of no less than the functional equivalent to, (i) the 270 ton and 450 ton Trane chillers located on the 5^th floor of the Building (the “Chillers”), and (ii) the 1500 KW diesel emergency generator located on the 5^th floor of the Building that provides emergency lighting and life-safety to the Building, including the Premises. Notwithstanding anything to the contrary contained herein, Landlord

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acknowledges and agrees that during any period that Consolidated Edison (or other applicable utility company) is not furnishing electricity to the Building, Tenant shall have the exclusive use of, and shall be entitled to all chilled water generated by, the Chillers. Landlord shall maintain the Emergency Generator System in compliance with Legal Requirements and in working order (in accordance with its current performance specifications as set forth in the Maintenance Schedule or better), and Landlord shall test the Emergency Generator System in accordance with the Maintenance Schedule. Landlord shall notify Tenant of the date(s) on which Landlord’s tests of the Emergency Generator System will be conducted and permit Tenant to consult with Landlord in connection with, and accompany Landlord during, such tests. Tenant acknowledges that Landlord shall have no obligation or responsibility of any nature whatsoever to Tenant if the Emergency Generator System fails to provide emergency power and/or chilled water to Tenant as required or otherwise damages Tenant’s systems, except to the extent resulting from Landlord’s negligence or willful misconduct or that of its agents, contractors or employees. Tenant’s right to connect Tenant’s aforesaid systems to the Emergency Generator System shall be at no charge. Tenant shall not be obligated to pay any fees or other costs to Landlord in connection with Tenant’s connection to and use of the Emergency Generator System except as part of Tenant’s Operating Payment but only to the extent such costs are otherwise includible in Operating Expenses.

ARTICLE 41