Citigroup (C)

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the rooftop of the Building, including without limitation the rights to use the rooftop of the Building and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements to third parties for the use of the rooftop and installation of

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equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom.

39.02. Upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any of its equipment installed pursuant to this Article 39 prior to the Commencement Date and (ii) subject to the provisions of Section 12.03, Tenant shall be required to remove any equipment installed pursuant to this Article 39 after the Commencement Date but only to the extent the same would constitute a Specialty Alteration.

ARTICLE 40

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the rooftop of the Building, including without limitation the rights to use the rooftop of the Building and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements to third parties for the use of the rooftop and installation of equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom.

39.02. Tenant agrees that, other than the Rooftop Mechanical Areas (as such term is defined and as such areas are depicted in the Amended and Restated Lease), Tenant shall not enter into any agreement to lease, license or otherwise transfer or encumber any portion of the rooftop areas of the Building located on the 51^st, 52^nd and 53^rd floors of the Building for a term that expires after the Surrender Date.

ARTICLE 40

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the

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rooftop of the Building, including without limitation the rights to use the rooftop of the Building and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements to third parties for the use of the rooftop and installation of equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom.

39.02. Upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any of its equipment installed pursuant to this Article 39 prior to the Commencement Date and (ii) subject to the provisions of Section 12.03, Tenant shall be required to remove any equipment installed pursuant to this Article 39 after the Commencement Date but only to the extent the same would constitute a Specialty Alteration.

ARTICLE 40

Rooftop; Tenant’s Antenna and Other Equipment

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39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights to use its proportionate share of the rooftop areas of the Building (“Rooftop Areas”) for purposes of installing (and thereafter maintaining, repairing, and operating) equipment thereon, including, without limitation, one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems) (herein collectively called “Rooftop Equipment”), and in connection therewith (i) all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements (herein called a “Third Party Rooftop License”) to third parties for the use of the Rooftop Mechanical Areas and installation of equipment thereon (but only if such third parties are occupants of, the Building and the use relates to their occupancy) and Tenant shall have exclusive rights to any and all revenue generated therefrom; it being understood that Tenant may not grant a Third Party Rooftop License to any third party for use in connection with a communications related business. During the Term, Landlord reserves the right to lease and/or license space on the roof of the Building (other than, subject to the provisions of Section 39.02, the portions of the Rooftop Areas that are being used by Tenant), for the operation of radio, telecommunication, and other equipment by other tenants and licensees (herein called “Landlord’s Rooftop Equipment”); provided, however, that (x) no Landlord Rooftop Equipment shall interfere with Tenant’s or any of Tenant’s licensees installation, operation, maintenance, or repair of the Rooftop Equipment that existed at the Building as of the Commencement Date, or (ii) such other lease or license shall not cause a breach of any Third Party Rooftop License (items (i) and (ii) are collectively referred to as a “Rooftop Violation”). If any of Landlord’s Rooftop Equipment interferes with or disturbs Tenant’s use of Tenant’s Rooftop Equipment that existed as of the Commencement Date, including the use thereof by any licensee under a Third Party Rooftop License in effect as of the Commencement Date, then following demand by Tenant, Landlord shall promptly relocate all or a portion of Landlord’s Rooftop Equipment to another area on the roof. Such relocation shall be at Landlord’s sole cost and expense unless such interference or disturbance arises as the result of the installation by Tenant or any other licensee under a Third Party Rooftop License, subsequent to the installation of Landlord’s Rooftop Equipment, in which event Landlord’s Rooftop Equipment shall not be relocated. If Landlord shall determine, in its reasonable judgment, that any of the Tenant’s Rooftop Equipment installed after the Commencement Date (excluding any of same that was relocated by Landlord pursuant to Section 39.02) will cause a Rooftop Violation, then, if Tenant after a reasonable time period (which in no event will exceed a period of time that is ten (10) Business Days prior to the expiration of any applicable cure period under a Third Party Rooftop License), Tenant, at its sole cost and expense, shall remove such Tenant’s Rooftop

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Equipment from the roof of the Building and, Tenant may, at Tenant’s option, but subject to Landlord’s approval (which approval shall not be unreasonably withheld, conditioned or delayed), replace or relocate such Tenant’s Rooftop Equipment such that it does not cause a Rooftop Violation. If any of Landlord’s Rooftop Equipment interferes with or disturbs Tenant’s Rooftop Equipment, including the use thereof by any licensee under a Third Party Rooftop License or vice versa, then following demand of either party, the parties shall promptly meet and attempt to resolve the issue. If they cannot do so within twenty (20) days either party may refer the matter to arbitration pursuant to Article 37. If the situation cannot be reasonably resolved, then the priority shall go to the first in time to begin use.

39.02. [intentionally omitted]

39.03. Upon the expiration or earlier termination of this lease, (i) Tenant shall not be required to remove any of its Rooftop Equipment installed prior to the Commencement Date and (ii) subject to the provisions of Section 12.03, Tenant shall be required to remove any Rooftop Equipment installed after the Commencement Date to the extent the same would constitute a Specialty Alteration.

ARTICLE 40

Rooftop; Tenant’s Antenna and Other Equipment

39.01. Landlord agrees that, subject to all applicable Legal Requirements, Tenant, at Tenant’s sole cost and expense, shall have all rights (i) with respect to the Rooftop Mechanical Areas (which constitutes part of the Premises), including without limitation the rights to use the Rooftop Mechanical Areas and install (and thereafter maintain, repair, and operate) equipment thereon, including without limitation one or more communications apparati (e.g., antennae, microwave dishes or satellite communications apparati) and other mechanical equipment serving the Premises (e.g., equipment serving Tenant’s supplemental air-conditioning systems) (herein collectively called “Rooftop Equipment”), (ii) in connection therewith, all such rights to install and thereafter maintain, repair, and operate in one or more portions of the Building (together with any shaftways, closets and conduits of the Building) any related support structures, wires and cables for such communications apparati and any other mechanical equipment serving the Premises (including, by way of example, equipment serving Tenant’s supplemental air-conditioning systems), and (iii) in connection therewith, the right to grant licenses or other occupancy agreements (herein called a “Third Party Rooftop License”) to third parties for the use of the Rooftop Mechanical Areas and installation of equipment thereon and Tenant shall have exclusive rights to any and all revenue generated therefrom. During the term of this lease, Landlord reserves the right to lease and/or license space on the roof of the Building (other than the Rooftop Mechanical Areas), for the operation of radio, telecommunication, and other equipment by other tenants and licensees (herein called “Landlord’s Rooftop Equipment”); provided, however, that (x) no Landlord Rooftop Equipment shall interfere with Tenant’s or any of Tenant’s licensees installation, operation, maintenance, or repair of the Rooftop Equipment, or (ii) such other lease or license shall not cause a breach of any Third Party Rooftop License (items (i) and (ii) are collectively referred to as a “Rooftop Violation”). If any of Landlord’s Rooftop Equipment interferes with or disturbs Tenant’s use of the Roof Top Mechanical Areas, including the use thereof by any licensee under a Third Party Rooftop License, then following demand by Tenant, Landlord shall promptly relocate all or a portion of Landlord’s Rooftop Equipment to another area on the roof designated by Tenant. Such relocation shall be at Landlord’s sole cost and expense unless such interference or disturbance arises as the result of the installation by Tenant or any other licensee under a Third Party Rooftop License, subsequent to the installation of Landlord’s Rooftop Equipment, in which event Landlord’s Rooftop Equipment shall not be relocated. If Tenant shall determine, in its reasonable judgment, that any of the Landlord’s Rooftop Equipment will cause a Rooftop Violation, then, if Landlord after a reasonable time period (which in no event will exceed a period of time that is ten (10) Business Days prior to the expiration of any applicable cure period under a Third Party Rooftop License), Landlord, at its sole cost and expense, shall remove Landlord’s Rooftop Equipment from the roof of the Building and, Landlord may, at Landlord’s

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option, but subject to Tenant’s approval, replace or relocate Landlord’s Rooftop Equipment such that it does not cause a Rooftop Violation.

ARTICLE 40