Citigroup (C)

Repairs and Maintenance

13.01. Tenant shall, at its expense (subject to Landlord’s obligation to reimburse Tenant for any Landlord Reimbursement Amounts in accordance with the provisions of Article 3), throughout the Term, take good care of and maintain in good order and condition the Real Property and the fixtures and improvements therein, including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 and Tenant’s Property, in accordance with the First-Class Landlord Standard, which maintenance obligation shall include the adjoining sidewalks, curbs and vaults. Additionally, Tenant shall, at its expense (subject to Landlord’s obligation to reimburse Tenant for any Landlord Reimbursement Amounts in accordance with the provisions of Article 3), be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Real Property and the facilities and systems thereof, which repairs shall be made in accordance with the First-Class Landlord Standard. Landlord shall not be required to make any repairs or alterations in, or to, the Premises throughout the Term. Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Premises except as otherwise expressly provided in this lease.

ARTICLE 14

Repairs and Maintenance

13.01. Tenant shall, at its expense (subject to Landlord’s obligation to reimburse Tenant for any Landlord Reimbursement Amounts in accordance with the provisions of Article 3), throughout the Term, take good care of and maintain in good order and condition the Real Property and the fixtures and improvements therein, including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 and Tenant’s Property, in accordance with the First-Class Landlord Standard, which maintenance obligation shall include the adjoining sidewalks, curbs and vaults. Additionally, Tenant shall, at its expense (subject to Landlord’s obligation to reimburse Tenant for any Landlord Reimbursement Amounts in accordance with the provisions of Article 3), be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Real Property and the facilities and systems thereof, which repairs shall be made in accordance with the First-Class Landlord Standard. Landlord shall not be required to make any repairs or alterations in, or to, the Premises throughout the Term. Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement,

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maintenance and management of the Premises except as otherwise expressly provided in this lease.

ARTICLE 14

Repairs and Maintenance

13.01. Subject to the provisions of Article 3, Tenant shall, at its expense, throughout the term of this lease, take good care of and maintain in good order and condition the Real Property and the fixtures and improvements therein, including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 and Tenant’s Property, in accordance with the First-Class Landlord Standard. Subject to the provisions of Article 3 and to the extent any obligation of Landlord to repair and restore the Premises pursuant to Article 19, Tenant shall also be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Real Property and the facilities and systems thereof, which repairs shall be made in accordance with the First-Class Landlord Standard.

ARTICLE 14

Repairs and Maintenance

13.01. Tenant shall, at its expense, throughout the Term, take good care of and maintain in good order and condition the Premises and the fixtures and improvements therein including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 and Tenant’s Property except as otherwise expressly provided in this Section 13.01. Subject to the provisions of Article 19 relating to damage or destruction and Article 20 hereof relating to condemnation, Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises (expressly excluding any items of repair and maintenance (i) for which Landlord is responsible in accordance with the express provisions of this lease or (ii) subject to Section 9.04, arising from

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Landlord’s negligence or willful misconduct), and shall be responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Building and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of Tenant’s Alterations, (b) the installation, use or operation of the property which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 and Tenant’s Property, (c) the moving of the property which is deemed Landlord’s pursuant to Sections 12.01 and 12.02 and Tenant’s Property in or out of the Building, (d) except to the extent covered by insurance required to be carried by Landlord pursuant to Article 9 hereof, the act, omission (where an affirmative duty to act exists), misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees or (e) design flaws in any of Tenant’s plans and specifications regardless of the fact that such Tenant’s plans may have been approved by Landlord. Tenant, at its expense, shall be responsible for all repairs, maintenance and replacement of wall and floor coverings and doors in and to the Premises and for all the repair, maintenance and replacement of all the systems and facilities of the Building that exclusively serve the Premises; it being understood and agreed that in no event shall Tenant be responsible for the HVAC system [other than any supplemental air-conditioning system that exclusively serves the Premises]), core electrical closets and core Class-E devices and sprinkler and plumbing systems, for which the repair, maintenance and replacement thereof shall be Landlord’s responsibility; provided, that, subject to Section 9.04, Landlord may charge Tenant the reasonable actual out-of-pocket costs incurred by Landlord in repairing same if such repairs were necessitated by the act, omission (where an affirmative duty to act exists), misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not interfere (except to a de minimis extent) with the use of the Building by other occupants; provided, however, any repairs in and to the Building (outside of the Premises) and the facilities and systems of the Building for which Tenant is responsible shall be performed by Landlord at Tenant’s expense, which expense shall be commercially reasonable. The exterior walls of the Building, the portions of any window sills outside the windows, and the windows are not part of the Premises and Landlord reserves all rights to such parts of the Building, and Landlord shall keep such portions of the Building in good first-class condition and repair consistent with Comparable Buildings of comparable age (except to the extent, if any, that Tenant is responsible for any such repairs pursuant to any express provision of this lease). Notwithstanding the foregoing provisions of this Section 13.01, Tenant shall not be responsible for repairs to or replacements of any structural elements of the Building or to the Building systems or facilities serving the Premises (i.e., excluding any such Building systems or facilities that exclusively serve the Premises), except to the extent the need for such repairs or replacements arises from the matters set forth in clauses (a), (b), (c), (d) or (e) of the second sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors; provided, however, that Tenant’s obligation to pay for any such repairs shall be subject to the provisions of Section 9.04 if and to the extent that the provisions of said Section 9.04 are applicable to

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the repair in question and the cost of such repair is covered by insurance required to be maintained by Landlord.

13.02. Tenant shall give Landlord reasonably prompt notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through the Premises of which it has actual knowledge. Following such notice (or following such earlier time as Landlord obtains actual knowledge of any such defective condition), Landlord shall remedy the conditions, but at the reasonable expense of Tenant if Tenant is responsible for same under the provisions of this Article 13. Tenant shall have the right, at its sole cost and expense, but subject to the provisions of Article 11 (if and to the extent applicable), to repair Tenant’s supplemental HVAC system.

13.03. Except as otherwise expressly provided in this lease (including, without limitation, Section 35.04), Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs, alterations, additions, improvements or changes which Landlord is required or permitted by this lease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises; provided, however, that Landlord shall use commercially reasonable efforts to make such repairs and changes at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, provided that Landlord not shall be required to perform any such work on an overtime or premium-pay basis (except in the case of an emergency) unless Tenant requests same and reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith or if Landlord is otherwise required to so pursuant to Section 13.04.

13.04. Landlord shall, at its sole cost and expense, but subject to the provisions of this lease (including, without limitation, Article 3), keep, maintain, repair and replace the public portions, common areas and structural elements of the Building and, except to the extent covered by insurance required to be carried by Tenant pursuant to Article 9, any damage to the Premises resulting from Landlord’s negligence or willful misconduct. Without limiting the foregoing, Landlord shall keep, maintain and repair the public portions, common areas and structural elements and the facade of the Building and the Building systems and facilities, to the extent that such systems and facilities affect the Premises, in good working order, and Landlord shall operate the Building (including, without, limitation the common areas and the Building systems and facilities), in a manner consistent with the operation of a first-class, multi-tenant office building in accordance with standards then prevailing in Comparable Buildings of comparable age and otherwise in adherence with the maintenance schedule attached hereto as Schedule 4 (such schedule is herein called the “Maintenance Schedule”). All repairs in or to the Premises or the Building for which Landlord is responsible pursuant to this lease shall be promptly performed in accordance with the proviso of Section 13.03. Landlord shall

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endeavor to give Tenant not less than thirty (30) days’ prior notice (or such maximum prior notice as may be reasonable under the circumstance but in no event less than one (1) Business Day prior notice, except in an emergency, in which case Landlord shall give such advance notice, if any, as is reasonable under the circumstances) of any work which Landlord proposes to perform in or about the Building which would result in the stoppage, interruption or reduction of services to the Premises (except for de minimis stoppages, interruptions or reductions during times other than Regular Building Service Hours) or otherwise reasonably be expected to have an adverse affect on Tenant’s use and enjoyment of the Premises. Notwithstanding any provision of Section 13.03 or this Section 13.04 to the contrary, Landlord shall be required to perform all maintenance, repairs, and replacements as referred to in this Section 13.04 during non-Regular Building Service Hours if the nature of any such maintenance, repair or replacement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours.

13.05. Notwithstanding anything to the contrary contained in this Article 13, in the case of any conflict or inconsistency between the terms and conditions contained in this Article 13 and Article 46, the provisions of Article 46 shall control.

ARTICLE 14

Repairs and Maintenance

13.01. Tenant shall, at its expense, throughout the term of this lease, take good care of and maintain in good order and condition the Premises and the fixtures and improvements therein including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 and Tenant’s Property except as otherwise expressly provided in this Section 13.01. Subject to the provisions of Article 19 relating to damage or destruction and Article 20 hereof relating to condemnation, Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises (expressly excluding any items of repair and maintenance (i) for which Landlord is responsible in accordance with the express provisions of this lease or (ii) subject to Section 9.04, arising from Landlord’s negligence or willful misconduct), and shall be responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Building and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of Tenant’s Alterations, (b) the installation, use or operation of the property which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 and Tenant’s Property, (c) the moving of the property which is deemed Landlord’s pursuant to Sections 12.01 and 12.02 and Tenant’s Property in or out of the Building, (d) except to the extent covered by insurance required to be carried by Landlord pursuant to Article 9 hereof, the act, omission (where an affirmative duty to act exists), misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees or (e) design flaws in any of Tenant’s plans and specifications regardless of the fact that such Tenant’s plans may have been approved by Landlord. Tenant, at its expense, shall be responsible for all repairs, maintenance and replacement of wall and floor coverings and doors in and to the Premises and for all the repair, maintenance and replacement of all horizontal portions of the systems and facilities of the Building within, or exclusively serving, the Premises (except for the HVAC system [but not any supplemental air-conditioning system that exclusively serves the Premises]), core electrical closets and core Class-E devices, for which the repair, maintenance and replacement thereof shall be Landlord’s responsibility) to the point at which they connect to the vertical portions of the Building Systems. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not interfere (except to a de minimis extent) with the use of the Building by other occupants; provided, however, any repairs in and to the Building (outside of the Premises) and the facilities and systems of the Building for which Tenant

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is responsible shall be performed by Landlord at Tenant’s expense, which expense shall be commercially reasonable. The exterior walls of the Building, the portions of any window sills outside the windows, and the windows are not part of the Premises and Landlord reserves all rights to such parts of the Building, and Landlord shall keep such portions of the Building in good first-class condition and repair consistent with Comparable Buildings of comparable age (except to the extent, if any, that Tenant is responsible for any such repairs pursuant to any express provision of this lease). Notwithstanding the foregoing provisions of this Section 13.01, Tenant shall not be responsible for repairs to or replacements of any structural elements of the Building or to the vertical portions of Building systems or facilities serving the Premises (i.e., excluding horizontal extensions of or Alterations to such Building systems or facilities, such as electrical or HVAC distribution within the Premises except as otherwise provided herein), except to the extent the need for such repairs or replacements arises from the matters set forth in clauses (a), (b), (c), (d) or (e) of the second sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors; provided, however, that Tenant’s obligation to pay for any such repairs shall be subject to the provisions of Section 9.04 if and to the extent that the provisions of said Section 9.04 are applicable to the repair in question and the cost of such repair is covered by insurance required to be maintained by Landlord.

13.02. Tenant shall give Landlord reasonably prompt notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through the Premises of which it has actual knowledge. Following such notice (or following such earlier time as Landlord obtains actual knowledge of any such defective condition), Landlord shall remedy the conditions, but at the reasonable expense of Tenant if Tenant is responsible for same under the provisions of this Article 13. Tenant shall have the right, at its sole cost and expense, but subject to the provisions of Article 11 (if and to the extent applicable), to repair Tenant’s supplemental HVAC system.

13.03. Except as otherwise expressly provided in this lease (including, without limitation, Section 35.04), Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs, alterations, additions, improvements or changes which Landlord is required or permitted by this lease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises; provided, however, that Landlord shall use commercially reasonable efforts to make such repairs and changes at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, provided that Landlord not shall be required to perform any such work on an overtime or premium-pay basis (except in the case of an emergency) unless Tenant requests same and reimburses Landlord for the actual, incremental, reasonable, out-of-pocket costs in connection therewith or if

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Landlord is otherwise required to so pursuant to Section 13.04.

13.04. Landlord shall, at its sole cost and expense, but subject to the provisions of this lease (including, without limitation, Article 3), keep, maintain, repair and replace the public portions, common areas and structural elements of the Building and, except to the extent covered by insurance required to be carried by Tenant pursuant to Article 9, any damage to the Premises resulting from Landlord’s negligence or willful misconduct. Without limiting the foregoing, Landlord shall keep, maintain and repair the public portions, common areas and structural elements and the facade of the Building and the Building systems and facilities, to the extent that such systems and facilities affect the Premises, in good working order, and Landlord shall operate the Building (including, without, limitation the common areas and the Building systems and facilities), in a manner consistent with the operation of a first-class, multi-tenant office building in accordance with standards then prevailing in Comparable Buildings of comparable age and otherwise in adherence with the maintenance schedule attached hereto as Schedule 4 (such schedule is herein called the “Maintenance Schedule”). All repairs in or to the Premises or the Building for which Landlord is responsible pursuant to this lease shall be promptly performed in accordance with the proviso of Section 13.03. Landlord shall give Tenant not less than thirty (30) days’ prior notice (except in an emergency, in which case Landlord shall give such advance notice, if any, as is reasonable under the circumstances) of any work which Landlord proposes to perform in or about the Building which would result in the stoppage, interruption or reduction of services to the Premises (except for de minimis stoppages, interruptions or reductions during times other than Regular Building Service Hours) or otherwise reasonably be expected to have an adverse affect on Tenant’s use and enjoyment of the Premises. Notwithstanding any provision of Section 13.03 or this Section 13.04 to the contrary, Landlord shall be required to perform all maintenance, repairs, and replacements as referred to in this Section 13.04 during non-Regular Building Service Hours if the nature of any such maintenance, repair or replacement is such as to customarily be performed by landlords in Comparable Buildings during non-Regular Building Service Hours.

13.05. Notwithstanding anything to the contrary contained in this Article 13, in the case of any conflict or inconsistency between the terms and conditions contained in this Article 13 and Article 46, the provisions of Article 46 shall control.

ARTICLE 14