Citigroup (C)

Back-Up Power System; Chillers

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 (and/or replace) 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 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”) and (ii) one or more diesel generators and chiller units, including, without limitation, the one (1) Caterpillar 1500 KW diesel stand-by generator Basement (the “Diesel Generator”) currently located in the Basement (the “Diesel Area“), and (iii) the four (4) 1,350 ton and one 750 ton train chillers located in the 12^th floor mechanical equipment room (the “Chillers”), 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, Diesel Area and the Generator Area are sometimes herein collectively called the “System Area”); provided that in connection with such installation of the Back-Up Power System and/or Chillers, 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 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;

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(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 and Chillers 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 and Chillers 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 and Chillers.

(v) upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any Back-Up Power Systems and Chillers installed on the Real Property prior to the Commencement Date and (ii) subject to the provision of Section 12.03, Tenant shall be required to remove any Back-Up Power Systems and Chillers installed on the Real Property from and after the Commencement Date but only to the extent the same would constitute Specialty Alterations.

ARTICLE 41

Back-Up Power System; Chillers

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 (and/or replace) 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 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”) and (ii) one or more diesel generators and chiller units, including, without limitation, the one (1) Caterpillar 1500 KW diesel stand-by generator Basement (the “Diesel Generator”) currently located in the Basement (the “Diesel Area”), and (iii) the four (4) 1,350 ton and one 750 ton train chillers located in the 12^th floor mechanical equipment room (the “Chillers”), 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, Diesel Area and the Generator Area are sometimes herein collectively called the “System Area”);

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provided that in connection with such installation of the Back-Up Power System and/or Chillers, 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 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 and Chillers 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 and Chillers 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 and Chillers.

(v) upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any Back-Up Power Systems and Chillers installed on the Real Property prior to the Commencement Date and (ii) subject to the provision of Section 12.03, Tenant shall be required to remove any Back-Up Power Systems and Chillers installed on the Real Property from and after the Commencement Date but only to the extent the same would constitute Specialty Alterations.

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ARTICLE 41