Common use of Repairs and Maintenance Clause in Contracts

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 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0118.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord. 18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises (including but not limited to the portion of the HVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and any other systems or equipment exclusively serving the Premises) and every part thereof in good condition and repair, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, at its expenseupon the expiration or sooner termination of the Term, throughout the term of this Lease, take good care of and maintain in good order and condition surrender the Premises to Landlord in as good a condition as when received, ordinary wear and the fixtures tear excepted; and improvements therein includingshall, without limitation, the property which is deemed at Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, request and except as otherwise provided for in this Lease, Tenant shall be responsible, at is Tenant’s sole cost and expense, for remove all repairstelephone and data systems, interior wiring and exteriorequipment from the Premises (with respect to wiring, structural only to the extent installed by a Tenant Party (as defined below)), and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. 18.3. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense. 18.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease. 18.5. This Article relates to repairs and maintenance arising in the ordinary course of operation of the Building and the facilities and systems thereofProject. In the event of a casualty described in Article 24, the need for which arises out of (a) the performance by or on behalf Article 24 shall apply in lieu of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article. In the event of eminent domain, the term “repairs” Article 25 shall include replacements. All repairs apply in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use lieu of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairsthis Article. 13.0218.6. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs Costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence this Article shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandOperating Expenses. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01Tenant acknowledges that, with full awareness of its obligations under this Lease, and in light of the fact that Landlord acquired the Premises from Tenant (or an affiliate of Tenant) as of the Commencement Date, Tenant has accepted the condition, state of repair and appearance of the Premises. Except for normal wear and tear and events of damage, destruction or casualty to the Premises (as addressed in Section 18 below), Tenant agrees that, at its sole expense and throughout the Term, it shall put, keep and maintain the Premises, including any Alterations and any altered, rebuilt, additional or substituted building, structures and other improvements thereto or thereon, in good order, condition, repair and appearance (allowing for normal wear and tear), and in a safe condition, repair and appearance (collectively, the “Required Condition”) and shall make all repairs and replacements necessary to ensure compliance with the Required Condition. Without limiting the foregoing, Tenant shall promptly make all structural and nonstructural, foreseen and unforeseen, ordinary and extraordinary changes, replacements and repairs of every kind and nature, and correct any patent or latent defects in the Premises, which may be required to put, keep and maintain the Premises in the Required Condition. Tenant will keep the Premises orderly and free and clear of rubbish. Tenant covenants to perform or observe all terms, covenants and conditions of any easement, restriction, covenant, declaration or maintenance covenants of record (collectively, “Easements”) to which the Premises are currently subject or become subject pursuant to this Lease (it being agreed that Landlord shall not amend any Easement or agree to any additional Easement in any manner that will either limit, in any adverse respect, Tenant’s rights under this Lease or impose any new or increased burden, economic or otherwise, on Tenant, without Tenant’s prior written consent, which consent may be withheld in Tenant’s sole, but reasonable, discretion), whether or not such performance is required of Landlord under such Easements, including, without limitation, payment of all amounts due from Landlord or Tenant (whether as assessments, service fees or other charges) under such Easements. Tenant shall deliver to Landlord promptly, but in no event later than five (5) business days after receipt thereof, copies of all written notices received from any party thereto regarding the non-compliance of the Premises or Landlord’s or Tenant’s performance of obligations under any Easements. Tenant shall, at its expense, throughout the term of this Lease, take good care of and maintain in good order and condition use reasonable efforts to enforce compliance with any Easements benefiting the Premises and the fixtures and improvements therein includingby any other person or entity or property subject to such Easements. Landlord shall not be required to maintain, without limitationrepair or rebuild, the property which is deemed Landlord’s pursuant or to Section 12.01 hereofmake any alterations, except as otherwise expressly provided in this Lease. Subject replacements or renewals of any nature to the provisions of Section 9.04 hereofPremises, and except as otherwise provided for in this Leaseor any part thereof, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exteriorwhether ordinary or extraordinary, structural and non-structural, ordinary and extraordinaryor nonstructural, foreseen or unforeseennot foreseen, or to maintain the Premises or any part thereof in and any way or to correct any patent or latent defect therein except to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance extent such action is necessitated by Landlord’s or Agent’s negligence or willful misconduct or by actions taken by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or Landlord’s inspection of the Premises prior to Landlord’s acquisition of title thereto. Tenant hereby expressly waives any right to make repairs during such hours, unless at the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct expense of Landlord which may be provided for in any Law in effect at the Commencement Date or any of its agentsthat may thereafter be enacted. If Tenant shall abandon the Premises, contractors or employees, or (ii) the failure of it shall give Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandimmediate written notice thereof. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0118.1 Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing up to the point of entry to the Building (for purposes of clarity, all plumbing from the point of entry to the Premises and extending into and through the Premises, including plumbing fixtures and plumbing lines, shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); fire sprinkler systems (if any); elevators; and base Building electrical systems installed or furnished by Landlord. Tenant hereby waives any and all rights under and benefits of Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect, and Tenant waives the right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect. 18.2 Except for services of Landlord, if any, required by Section 18.1, Tenant shall, at Tenant’s sole cost and expense and at all times from and after the date upon which Landlord delivers possession of the Premises to Tenant for the purpose of commencing the Tenant Improvements, maintain, repair and keep the Premises (including but not limited to (i) the HVAC systems exclusively serving the Premises, including the portion of the HVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and any other systems or equipment exclusively serving the Premises and (ii) all plumbing serving the Premises from the point of entry to the Premises and extending into and through the Premises, including plumbing fixtures and plumbing lines) and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted, and with the Tenant Improvements in substantially the same condition as existed on the Term Commencement Date, and shall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance, repair or replacement records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear excepted; and shall, at its Landlord’s request and Tenant’s sole cost and expense, throughout remove all telephone and data systems, wiring and equipment from the term Premises (but with respect to wiring, only to the extent installed by or on behalf of a Tenant Party), and repair any damage to the Premises caused thereby. Except as expressly set forth in Section 18.1 above, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than Landlord’s obligation to make available to Tenant the TI Allowance in accordance with this Lease. 18.3 Without limiting the provisions of Section 16.2, 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 Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is deemed Landlord’s obligation pursuant to Section 12.01 hereof, except as otherwise expressly provided this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in this Lease. effect to make repairs at Landlord’s expense. 18.4 Subject to the provisions of Section 9.04 hereof14.4, if any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, then Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and except as protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise provided for in affecting Tenant’s obligations under this Lease, Tenant shall be responsible, at is sole cost . 18.5 This Article relates to repairs and expense, for all repairs, interior and exterior, structural and non-structural, maintenance arising in the ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and course of operation of the Building and the facilities and systems thereofProject. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the need for which arises out ofevent of eminent domain, Article 25 shall apply in lieu of this Article. (a) 18.6 Subject to the performance provisions of Article 9, costs incurred by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s Landlord pursuant to Section 12.01 hereof this Article shall constitute Operating Expenses. Notwithstanding the foregoing, to the extent that the cost of such repairs and maintenance arising from Tenant’s Property, acts, neglect, fault or omissions (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the but not gross negligence or willful misconduct misconduct) exceeds the limits of Tenant any insurance maintained or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or required to the Premises for which Tenant is responsible shall be promptly performed maintained by Tenant in a manner which will not unreasonably interfere with the use of the Building pursuant to this Lease but are covered by other occupants, but Tenant shall not be insurance maintained or required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required maintained by Landlord under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, then Landlord shall have no liability file a claim for such excess pursuant 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), insurance and Tenant shall reimburse Landlord for the incremental costs incurred by deductible therefor within thirty (30) days after receipt of an invoice therefor (or, if Landlord in connection with performing such maintenance has not obtained or repairs during such hours, unless maintained the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease insurance it is required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant obtain and maintain pursuant to this Lease, Landlord shall pay such excess, other than what the preceding sentence deductible would have been had Landlord obtained and maintained the requisite insurance, which Tenant shall constitute Additional Charges hereunder and shall be paid pay to Landlord within thirty (30) days after demandreceipt of an invoice therefor). (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0114.01. Tenant shallshall take good care of the Demised Premises. Tenant, at its expense, throughout shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise in and about the term of this Lease, take good care of and maintain in good order and condition the Demised Premises and the fixtures and improvements therein includingBuilding, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of required by reason of (ai) the performance by of Tenant's Finish Work or on behalf of Tenant of any Alterations, Tenant's Changes; (bii) the installation, use or operation of any property installed Tenant's Property in the Demised Premises by Tenant, its agents or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, employees; (ciii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s 's Property in or out of the Building, or ; or (div) the gross negligence misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as are required by reason of Landlord's neglect or other fault in the manner of performing any of Tenant's Finish Work or Tenant's Changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents, or contractors. As used in this ArticleExcept if required by the neglect or other fault of Landlord or its employees, the term “repairs” agents, or contractors, Tenant, at its expense, shall include replacements. All repairs replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance, and replacement of wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein. 14.02. Landlord, subject to the Premises provisions of Section 5.04, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Demised Premises, in good working order, condition, and repair and shall make with all due diligence all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Demised Premises, except for those repairs for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by pursuant to any other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing soLease. 13.0314.03. Except as otherwise expressly provided in this Lease, 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, Tenant by reason of any inconvenience, annoyance, interruption interruption, or injury to Tenant's business arising from Landlord’s 's making any repairs or changes which Landlord is required or permitted by this Lease, Lease or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or of appurtenances of the Building or the Demised Premises; provided, however, provided that Landlord shall make use due diligence with respect thereto and shall perform such repairs work, except in case of emergency, at such times a time reasonably convenient to Tenant and otherwise in such a manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would will not materially interfere with Tenant’s conduct of business in or 's use of the Demised Premises. Notwithstanding the foregoing, if Landlord fails to make repairs or comply with any laws and such condition shall continue for any reason in excess of 10 consecutive days and such interruption or failure results in the denial to Tenant of access to the Demised Premises during hours other than Business Hours or otherwise renders impossible or impracticable the intended use of Business Days (as herein defined)a significant portion of the Demised Premises, Tenant shall be entitled, upon 5 days written notice to Landlord, to an abatement of rent for the period of such failure, and if such failure continues for a period in excess of 45 days, Tenant shall reimburse may terminate this Lease by giving 5 days written notice to Landlord for and the incremental costs incurred by Landlord in connection with performing holder of any superior lease or superior mortgage at any time before such maintenance services are restored or repairs during such hours, unless the necessity for such maintenance are made or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandrelevant law is complied with. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01. Tenant shall(a) Tenant, at its expense, sole cost and expense and throughout the term of this Leaselease, take good care of shall keep and maintain in good order and condition the Premises in a neat and orderly condition. Tenant shall not use or permit the fixtures and improvements therein includinguse of any portion of the common areas for other than their intended use. (b) Throughout the term of this lease, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject Landlord shall make all necessary repairs to the provisions Premises within a timely manner and other improvements located on the Property; provided, however, that Landlord shall have no responsibility to make any repair unless and until Landlord receives written notice of Section 9.04 hereofthe need for such repair or until Landlord has actual knowledge of the need for such repair. Landlord shall keep and maintain all common areas of the Property and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice, and except as otherwise provided for shall keep and maintain all landscaped areas in this Lease, Tenant shall be responsible, at is sole cost a neat and expense, for all repairs, interior orderly condition. (c) Repairs and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and replacements to the Premises and the Building and the facilities and systems thereofProperty arising out of or caused by Tenant’s misuse, the need for which arises out of (a) the performance by or on behalf manner of Tenant of any Alterations, (b) the installation, use or operation occupancy of any property installed the Premises or by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property installation in or out of upon the Building, or (d) the gross negligence Premises or willful misconduct by any act or omission of Tenant or any employee, agent, contractor, or invitee of its subtenants Tenant shall be made at the sole cost and expense of Tenant. If Landlord shall perform such repairs, Landlord shall bxxx Tenant therefor and Tenant shall promptly reimburse Landlord for the cost of any such repairs as Additional Rent. Tenant shall not bear the expense of any repairs or its replacements to the Premises or their the Property arising out of or caused by any other Tenant’s use, manner of use or occupancy of the Property or by any other Tenant’s installation in or upon the Property, or by any act or omission of any other Tenant or any other Tenant’s employees, agents, contractors or invitees. As used in this Article, the term “repairs” Nothing herein above shall include replacements. All preclude Landlord’s responsibility for normal and ordinary repairs in or and maintenance to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairspremises. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0117.01. Except as specifically provided in Article 17.02 below, Tenant shall, throughout the Term, take good care of the Demised Premises, the fixtures and appurtenances therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain the Demised Premises including without limitation all building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning ("HVAC") systems (whether located in the interior of the Demised Premises or on the exterior of the Building) in a clean and orderly condition. Tenant shall, at its expenseLandlord's option, throughout the term of this Lease, take good care of keep and maintain in good order a clean and orderly condition all HVAC systems and any other mechanical or other systems exclusively serving the Demised Premises which are located in whole or in part outside of the Demised Premises (it being understood and agreed that if Landlord shall elect to keep and maintain said systems, then the fixtures cost of same shall be included in Operating Expenses). Tenant shall keep and improvements therein includingmaintain all exterior components of any windows, without limitationdoors, loading bay doors and shelters serving the property which is deemed Landlord’s pursuant to Section 12.01 hereofDemised Premises in a clean and orderly condition. The phrase "keep and maintain" as used herein includes repairs, except replacement and/or restoration as otherwise expressly provided in this Leaseappropriate. Subject to Tenant shall not permit or suffer any over-loading of the provisions floors of Section 9.04 hereof, and except as otherwise provided for in this Lease, the Demised Premises. Tenant shall be responsible, at is sole cost and expense, responsible for all repairs, interior and exterior, structural and non-structuralnonstructural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises Demised Premises, and the Building and (including the facilities and systems thereof, thereof and the Common Areas the need for which arises out of of (a) the performance by or on behalf existence of Tenant of any Alterations, the Tenant's Work or alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and the Tenant’s Property, 's Property in the Demised Premises, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and the Tenant’s 's Property in or out of the Building, or or (d) the gross negligence act, omission, misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in Upon request by Landlord, Tenant shall furnish Landlord with true and complete copies of maintenance contracts and with copies of all invoices for work performed, confirming Tenant's compliance with its obligations under this Article. In the event Tenant fails to furnish such copies, Landlord shall have the term “right, at Tenant's cost and expense, to conduct such inspections or surveys as may be required to determine whether or not Tenant is in compliance with this Article and to have any work required of Tenant performed at Tenant's cost and expense. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be responsible for all repairs” , maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintenance of all sanitary and electrical fixtures and equipment therein. The Tenant shall also arrange for its own cleaning services and rubbish removal, subject to the right of Landlord, at Landlord's option to perform such services and include replacementsthe cost of such services in Operating in Expenses. All Tenant shall promptly make all repairs in or to the Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) designated by Landlord. Any other repairs in or to the Building and the facilities and systems thereof for which Tenant is responsible shall be promptly performed by Landlord at Tenant's expense; but Landlord may, at its option, before commencing any such work or at any time thereafter, require Tenant to furnish to Landlord such security, in form (including, without limitation, a manner which will bond issued by a corporate surety licensed to do business in New Jersey) and amount, as Landlord shall deem necessary to assure the payment for such work by Tenant. Notwithstanding anything herein contained to the contrary, Landlord shall be responsible for repairs to the Demised Premises caused by the negligent acts or willful misconduct of Landlord or its agents. 17.02. So long as Tenant is not unreasonably interfere with in default of this Lease, Landlord shall make all structural repairs and replacements to the use Demised Premises (i.e., repairs to the concrete slab, load bearing walls and structure supporting the roof membrane) at Landlord's cost and expense (unless the result of the act, omission, misuse or neglect of Tenant or its' employees, agents, contractors or invitees, in which case Landlord shall perform such repairs or replacements to the structure at Tenant's expense). Further, so long as Tenant is not in default of this Lease, Landlord shall maintain and make all repairs and/or replacements to the roof membrane above the Demised Premises. The cost of such maintenance, repair and/or replacement to the roof membrane shall be included in Operating Expenses; provided, however, to the extent any such repair and/or replacement to the roof membrane constitutes a capital improvement, Landlord shall make said capital improvement to the roof membrane, and Tenant shall be responsible for that portion of the cost of said capital improvement as is determined by amortizing said cost over the useful life of the capital improvement; an annual amount equal to the amortized cost of the capital improvement shall be paid by Tenant, as an Operating Expense, over the then remaining Term (or extension thereof the Lease. Landlord shall keep and maintain the Common Areas and shall procure landscaping and snow removal services for the Building by other occupantsand the cost thereof shall be included in Operating Expenses, but for which Tenant shall pay Tenant's Fraction. 17.03. Tenant shall not be required to perform same on an overtime permit or premium pay basis, except if and to suffer the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner overloading of the Unit were performing such repairsfloors of the Demised Premises beyond 250 pounds per square foot, or lesser amount as may be applicable to any mezzanine area. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.0317.04. Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant, nor shall Tenant’s 's covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making 's doing any repairs repairs, maintenance, or changes which Landlord is required or permitted by this Lease, or required by lawLaw, to make in or to the fixtures, equipment or appurtenances any portion of the Building or Building. 17.05. Notwithstanding anything herein contained in this Lease to the contrary, Landlord hereby agrees to provide Tenant with a one (1) year warranty with respect to the mechanical systems in the Demised Premises; provided. The one (1) year warranty period shall run from the Commencement Date, howeverDuring the warranty period, that Landlord shall make such repairs at such times be responsible to perform all maintenance, repair and replacement in such manner as and to minimize interference with the conduct of Tenant’s business mechanical systems in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis Demised Premises unless and to the extent required caused by the act, omission or negligence of a Unit Owner under the Declaration. Except in emergency circumstancesTenant, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, representatives, employees, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlordinvitees, in which case such incremental costs Tenant shall be borne by Landlordresponsible for such maintenance, repair or replacement. Any incremental costs Tenant shall notify Landlord immediately upon learning of any required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, repair in and to the foregoing necessary or appropriate mechanical systems in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to Demised Premises during the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildingswarranty period.

Repairs and Maintenance. 13.01. 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 hereofhereof and Tenant’s Property, except as otherwise expressly provided in the last sentence of this LeaseSection 13.01. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises Premises, 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 of (a) the performance by or on behalf existence of Tenant of any Alterations, , (b) the installation, use or operation of any the property installed by or on behalf which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 hereof and Tenant’s Property, (c) the moving of Tenant the property which is deemed Landlord’s pursuant to Section Sections 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 12.02 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence act, omission, misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or inviteesinvitees 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. As used Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and glass (and the solar film, if any, attached to the window glass) in this Articleand about the Premises, including, without limitation, entrance doors, and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the term “repairs” shall include replacementsPremises 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, including without limitation the sanitary and electrical fixtures and equipment therein. The foregoing sentence is not intended to require Tenant to replace improvements that are otherwise in good working condition, but merely have normal wear and tear. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants; provided, however, any repairs in and to the Building and the facilities and systems thereof for which Tenant is responsible shall be performed by Landlord at Tenant’s expense, which expense shall be commercially reasonable; but Landlord may, at its option, before commencing any such work or at any time thereafter, require Tenant to furnish to Landlord such security, in form and amount as Landlord shall reasonably deem necessary to assure the payment for such work by Tenant. The exterior walls of the Building, the portions of any window xxxxx outside the windows, and the windows are not part of the Premises and Landlord reserves all rights to such parts of the Building. Notwithstanding the foregoing provisions of this Section 13.01, Tenant shall not be required responsible for repairs to perform same on an overtime or premium pay basisreplacements of any structural elements of the Building (including the Premises), except if and to the extent the use of need for such overtime repairs or premium pay labor would be required under replacements arises from the Declaration if the owner matters set forth in clauses (a), (b), (c), (d) or (e) of the Unit were performing such repairssecond sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors. 13.02. 13.02 Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereofremedy the conditions, but at the expense of Tenant if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. 13.03 Except as otherwise expressly provided in this Lease, 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 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 reasonable efforts to the extent practicable 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, including, without limitation, the performance of provided that Landlord shall not be required to perform any such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandbasis. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. 13.04 Landlord shall, at its expense, but subject to the provisions of this Lease, clean keep and maintain (and replace if necessary as determined by Landlord in its sole discretion) the common or public areas portions of the Building (including the structural elements of the Building) and Building systems and facilities, to the extent that such systems and facilities of affect the Unit, if anyPremises, in accordance with standards then prevailing for Comparable Buildingsgood working order and shall operate the Building as a first-class office building.

Repairs and Maintenance. 13.01. 12.01 Tenant shallshall (and shall require each Subtenant in each Sublease), at its expenseTenant's expense if Subtenant shall violate such requirement, throughout the term of this Leaselease, to take good care of and maintain in good order and condition the Premises Apartments and the fixtures and improvements therein including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Leasetherein. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereofApartments, the need for which arises out of : (a) the performance by or on behalf failure of Tenant of any Alterations, or Subtenant to comply with the foregoing repair and maintenance obligations; or (b) (i) the performance, installation, use removal, or operation existence of any property installed alterations to an Apartment by Tenant, or on behalf of Tenant which is deemed Subtenant without the Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, prior consent, (cii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s /Subtenant Property in or out of the BuildingApartments, or or (dc) the gross negligence any act, omission, misuse or willful misconduct neglect of Tenant Tenant, any Subtenants or any of its subtenants or its Subtenant Guests, or their respective employees, agents, contractors contractors, guests, vendors, visitors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if excluding normal wear and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairstear. 13.02. 12.02 Tenant or Subtenant shall give Landlord prompt notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system or electrical lines or other mechanical systems located in, servicing or passing through the Premises of which it has actual knowledgePremises. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereofendeavor to remedy the conditions, but at the expense of Tenant if Tenant Tenant, any Subtenant or any Subtenant Guest is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing soarticle. 13.03. 12.03 Except as otherwise expressly provided in this Leaselease, Landlord shall have no liability to TenantTenant or any Subtenant, nor shall Tenant’s covenants and obligations under this Lease 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 which or changes that Landlord is required or permitted by this Leaselease, 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

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 's pursuant to Section 12.01 hereofhereof and Tenant's Property, except as otherwise expressly provided in the last sentence of this LeaseSection 13.01. Subject to Notwithstanding the provisions of Section 9.04 hereof, and except as otherwise provided for in this Leaseforegoing, Tenant shall not be responsiblerequired to make repairs the need for which arises out of defects in Landlord's Work (unless such defect was caused by Tenant, at is sole cost and expenseits employees, agents or contractors). 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 Premises, 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 of (a) the performance by or on behalf existence of Tenant of any Alterations, , (b) the installation, use or operation of any the property installed by or on behalf of Tenant which is deemed Landlord’s 's, pursuant to Section Sections 12.01 and 12.02 hereof and Tenant’s 's Property, , (c) the moving of any the property installed by or on behalf of Tenant which is deemed Landlord’s 's pursuant to Section Sections 12.01 and 12.02 hereof and Tenant’s 's Property in or out of the Building, or (d) the gross negligence act, omission, misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or inviteesinvitees 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. As used Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and glass (and the solar film, if any, attached to the window glass) in this Articleand about the Premises, including, without limitation, entrance doors and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the term “repairs” shall include replacementsPremises 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, including without limitation the sanitary and electrical fixtures and equipment therein. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such any repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep Building and the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same facilities and systems thereof for which Tenant is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. responsible shall be performed by Landlord shallat Tenant's expense which expense shall be commercially reasonable; but Landlord may, at its expenseoption, but subject before commencing any such work or at any time thereafter, require Tenant to furnish to Landlord such security, in form and amount as Landlord shall reasonably deem necessary to assure the payment for such work by Tenant. Notwithstanding anything contained in the preceding sentence to the provisions of this Leasecontrary, clean the common or public areas and facilities with respect to any repairs performed by Landlord on behalf of the UnitTenant named herein only, if any, Tenant shall in accordance with standards then prevailing for Comparable Buildings.no event be required to furnish any such

Repairs and Maintenance. 13.01. (a) Tenant shall, at its expense, shall promptly 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 hereof, except as otherwise expressly provided in this Lease. Subject Lease (subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible6(c) below), at is sole Tenant’s cost and expense, maintain the Premises in the condition existing on the date hereof, subject to reasonable wear and tear, and deliver possession of the Premises upon the expiration or earlier termination of this Lease in the “Delivery Condition” (as such term is defined on Exhibit D annexed hereto). Tenant shall not commit or suffer to be committed any waste upon or about the Premises, and shall promptly at its cost and expense, make all necessary replacements, restorations, renewals and repairs to the Premises and appurtenances thereto, whether interior or exterior, facade, structural or nonstructural, ordinary or extraordinary, and foreseen or unforeseen, reasonable wear and tear excepted. Repairs, restorations, renewals and replacements shall be, to the extent possible, at least equivalent in quality, at Tenant’s election, to either (i) the original work or (ii) current first class standards of the property replaced, as the case may be. Tenant shall not make any claim or demand upon or bring any action against the Landlord for all any loss, cost, injury, damage or other expense caused by any failure or defect, structural or nonstructural, of the Premises or any part thereof. (b) Landlord shall not under any circumstances be required to build any improvements on the Premises, or to make any repairs, replacements, alterations or renewals of any nature or description to the Premises, whether interior and or exterior, ordinary or extraordinary, structural and non-structural, ordinary and extraordinaryor nonstructural, foreseen or unforeseen, or, except as provided in and Section 6(c) below, to make any expenditure whatsoever in connection with this Lease or to inspect or maintain the Premises and in any way. Tenant hereby waives the Building and right to make repairs, replacements, renewals or restorations at the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf expense of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s Landlord pursuant to Section 12.01 hereof and Tenant’s Property,any laws. (c) With respect to capital expenditures relating to (i) the moving façade of any property installed by the Premises (exclusive of the windows) or on behalf (ii) the structure of Tenant the Premises, which is deemed Landlord’s pursuant are reasonably required to Section 12.01 hereof maintain the Premises or are required to comply with present or future laws of public authorities in respect of the Premises and which do not arise out of Tenant’s Property in or out occupancy of the Building, or Premises (das opposed to the mere occupancy of the Premises by a tenant) or the gross negligence or willful misconduct of Tenant Tenant, Tenant’s employees or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Articlecontractors, the term “repairs” cost thereof incurred by Tenant and reasonably approved by Landlord shall include replacements. All repairs in or be shared between Landlord and Tenant with Tenant’s share of such capital expenditure being equal to the Premises for product of (A) the cost of such capital expenditure multiplied by (B) a fraction, the numerator of which Tenant is responsible shall be promptly performed by Tenant in a manner the remaining Term of this Lease and the denominator of which will not unreasonably interfere with is the use useful life of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to item which is the extent the use subject of such overtime or premium pay labor would be required under capital expenditure, and the Declaration if the owner balance of the Unit were performing cost of such repairs. 13.02capital expenditure being paid by Landlord. Tenant shall give Landlord notice In the event of any defective condition such capital expenditure in any plumbing, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through the Premises excess of which it has actual knowledge. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13One Hundred Thousand Dollars ($100,000.00), Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Leasebid the work to at least three (3) qualified, Landlord shall have no liability reputable contractors reasonably satisfactory 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant then the lowest acceptable bid shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from be presumptively deemed to be reasonable. With respect to any capital expenditures relating to (i) the gross negligence or willful misconduct façade of Landlord or any the Premises (exclusive of its agents, contractors or employees, the windows) or (ii) the failure of Landlord to observe or perform any structure of the termsPremises, covenants Landlord shall have the right to oversee the performance thereof and shall have the right to approve (which approval shall not be unreasonably withheld, conditioned or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant delayed) all material decisions with respect to the preceding sentence shall constitute Additional Charges hereunder design and shall be paid to Landlord within thirty (30) days after demandperformance thereof. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0114.01. Tenant shallshall take good care of the Demised Premises. Tenant, 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 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for promptly make all repairs, ordinary or extraordinary, interior and or exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, otherwise in and to about the Demised Premises and the Building and the facilities and systems thereof, the need for which arises out of as shall be required by reason of (ai) the performance by of Tenant's Finish Work or on behalf of Tenant of any Alterations, Tenant's Changes; (bii) the installation, use or operation of any property installed Tenant's Property in the Demised Premises by Tenant, its agents or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, employees; (ciii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s 's Property in or out of the Building, or ; or (div) the gross negligence misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as are required by reason of Landlord's neglect or other fault in the manner of performing any of Tenant's Finish Work or Tenant's Changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents, or contractors. As used in this ArticleExcept if required by the neglect or other fault of Landlord or its employees, the term “repairs” agents, or contractors, Tenant, at its expense, shall include replacements. All repairs replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance, and replacement of wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein. 14.02. Landlord, subject to the Premises provisions of Section 5.04, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Demised Premises, in good working order, condition, and repair and shall make with all due diligence all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Demised Premises, except for those repairs for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with pursuant to any other provisions of this Lease. Landlord states that on the use inception of this Lease, the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord notice of any defective condition in any plumbing, heatingmechanical, air-conditioning or ventilation electrical, sewerage, fire protection and sprinkler systems and the HVAC system or electrical lines located in, servicing or passing through and the Premises of which it has actual knowledge. Following such notice, Landlord elevators will be in good working order and shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing soapplicable legal requirements. 13.0314.03. Except as otherwise expressly provided in this Lease, 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, Tenant by reason of any inconvenience, annoyance, interruption interruption, or injury to Tenant's business arising from Landlord’s 's making any repairs or changes which Landlord is required or permitted by this Lease, Lease or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or of appurtenances of the Building or the Demised Premises; provided, however, provided that Landlord shall make use due diligence with respect thereto and shall perform such repairs work, except in case of emergency, at such times a time reasonably convenient to Tenant and otherwise in such a manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would will not materially interfere with Tenant’s conduct of business in or 's use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandDemised Premises. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0114.01. Tenant shallshall take good care of the Demised Premises. Tenant, at its expense, throughout shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise in and about the term of this Lease, take good care of and maintain in good order and condition the Demised Premises and the fixtures and improvements therein includingBuilding, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of required by reason of (ai) the performance by of Tenant's Finish Work or on behalf of Tenant of any Alterations, Tenant's Changes; (bii) the installation, use or operation of any property installed Tenant's Property in the Demised Premises by Tenant, its agents or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, employees; (ciii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s 's Property in or out of the Building, or ; or (div) the gross negligence misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees; but Tenant shall not be responsible, and Landlord shall be responsible, for any of such repairs as are required by reason of Landlord's neglect or other fault in the manner of performing any of Tenant's Finish Work or Tenant's Changes which may be undertaken by Landlord for Tenant's account or are otherwise required by reason of neglect or other fault of Landlord or its employees, agents, or contractors. As used in this ArticleExcept if required by the neglect or other fault of Landlord or its employees, the term “repairs” agents, or contractors, Tenant, at its expense, shall include replacements. All repairs replace all scratched, damaged or broken doors or other glass in or about the Demised Premises and shall be responsible for all repairs, maintenance, and replacement of wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein. 14.02. Landlord, subject to the Premises provisions of Section 5.04, shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Demised Premises, in good working order, condition, and repair and shall make with all due diligence all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Demised Premises, except for those repairs for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with pursuant to any other provisions of this Lease. Landlord states that on the use inception of this Lease, the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord notice of any defective condition in any plumbing, heatingmechanical, air-conditioning or ventilation electrical, sewerage, fire protection and sprinkler systems and the HVAC system or electrical lines located in, servicing or passing through and the Premises of which it has actual knowledge. Following such notice, Landlord elevators will be in good working order and shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing soapplicable legal requirements. 13.0314.03. Except as otherwise expressly provided in this Lease, 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, Tenant by reason of any inconvenience, annoyance, interruption interruption, or injury to Tenant's business arising from Landlord’s 's making any repairs or changes which Landlord is required or permitted by this Lease, Lease or required by law, to make in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or of appurtenances of the Building or the Demised Premises; provided, however, provided that Landlord shall make use due diligence with respect thereto and shall perform such repairs work, except in case of emergency, at such times a time reasonably convenient to Tenant and otherwise in such a manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would will not materially interfere with Tenant’s conduct of business in or 's use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandDemised Premises. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.018.4.1. Tenant Tenant, throughout the Term, 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 Landlordmake all needed repairs to Tenant’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof Improvements and Tenant’s Property, , the Supplemental HVAC Unit (cto the extent Tenant elects to use same). Tenant shall also be responsible for the cost of repairs made by Landlord to the Building (including but not limited to the Premises) to the extent that the need for the same arises out of (i) Tenant’s performance of Alterations, (ii) the operation, use or presence of any Tenant’s Improvements, or the installation, operation, use or presence of Tenant’s Property, (iii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in Improvements or out Tenant’s Property, or (iv) any breach of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its Tenant’s obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 which Landlord is required or permitted by this Lease, or required any negligent or wrongful act or omission by lawTenant or any Tenant Party. 8.4.2. Landlord, to throughout the Term, shall keep and maintain, and make all needed repairs in or to the fixturesand to, equipment or appurtenances of the Building or and the Premises; provided, however, that Landlord shall make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis Premises to the extent required of a Unit Owner under that the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord need for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross same arises out of any negligence or willful misconduct of Landlord or any of its agentsLandlord Party. In addition, contractors as requested by Tenant and as Landlord reasonably deems necessary, Landlord shall maintain, repair and replace (i) all damaged or employeesbroken fixtures, walls, ceilings, floors and floor coverings within the Premises (unless due to normal wear and/or tear or caused by Tenant), and (ii) all Building Systems located in or serving the failure of Landlord to observe or perform any of the termsPremises (excepting lighting fixtures, covenants or conditions of this Lease required to observed or performed by Landlordlighting, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder tubes, lamps, bulbs and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shallballasts), at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition 4.5 regarding Landlord’s access to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings Premises, and excepting any Alterations or Tenant’s Property or Tenant’s Improvements within the Premises, and excluding damage caused by Tenant (“Comparable Buildings”) the Unit other than ordinary wear and the Building Systems servicing same, and (ii) make all repairs, interior tear and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except damage covered by insurance to the extent same is the responsibility of such coverage). Landlord shall undertake reasonable efforts to perform all maintenance, repairs and replacements pursuant to this Section promptly after Landlord learns of the Condominium Board need for such maintenance, repairs and replacements; provided, however, that in cases of Managers “emergency” (i.e., circumstances which, if not addressed promptly, could result in material damage to persons and property, and/or damage or destruction to or of a structural component or Building System which materially impairs Tenant’s ability to utilize the FC Board Premises as intended for more than twenty-four (24) consecutive hours), Landlord shall perform any maintenance, repairs and replacements as soon as reasonably practicable after it learns of Managers under the Declarationneed for such maintenance, repairs and replacements. Landlord shall, Such repairs shall be made at its Landlord’s expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, except as provided in accordance with standards then prevailing for Comparable BuildingsSection 8.4.1 above.

Repairs and Maintenance. 13.01. (a) Tenant shall, shall at its expense, throughout the term of this Lease, take good care of Tenant’s sole cost and expense keep and maintain the Demised Premises in good order order, condition and condition the Premises repair, making all non-structural, repairs and the fixtures and improvements therein replacements therein, including, without limitation, all scratched, damaged or broken doors and glass in the property lobby area and in and about the Demised Premises. The provisions of this Section 12.01(a) shall not apply to any “Systems” (as hereinafter defined) located within the Demised Premises as described in Section 12.01(c) hereinbelow. (b) Landlord shall have the right, in its sole and absolute discretion, to elect to perform any and/or all repairs and maintenance as provided in Section 12.01 (a) hereinabove in which event all costs and expenses incurred by Landlord with respect thereto shall be paid by Tenant to Landlord as an Additional Charge within ten (10) days after Tenant is billed therefor. The performance by Landlord of any portion of the repair and maintenance obligations of Tenant provided for in Section 12.01(a) shall in no way relieve Tenant of its obligation to perform any of its repair and maintenance obligations not performed by Landlord. (c) Landlord shall perform all new installations, maintenance, repairs and replacements to the mechanical, plumbing, electrical, sanitary, heating, ventilating, air conditioning, sprinkler, fire detection and other systems of the Project (herein collectively called the “Systems”). The costs and expenses incurred by Landlord pursuant to this Section 12.01(c) shall be deemed Landlord’s either (i) Common Area Expenses pursuant to Section 12.01 5.01 hereof, except as otherwise expressly provided or (ii) the sole expense of Tenant in the event that such maintenance, repairs and replacements are required in order for Tenant to receive a certificate of occupancy for the Demised Premises (the completion of which shall in no event excuse the timely performance of any obligation of Tenant under this Lease. Subject ) or in the event that such work is required as a result of Tenant’s actions or failure to the provisions of Section 9.04 hereof, act; which expense shall be considered as an Additional Charge hereunder separate and except as otherwise provided for in apart from any other cost or expense due under this Lease, and shall be payable within ten (10) days following written demand therefor from Landlord. (d) Tenant shall immediately notify Landlord of all maintenance, repairs and replacements to be responsibleperformed as required pursuant to Sections 12.01(a), at (b) and (c) hereinabove. (i) In addition, Tenant shall pay to Landlord as an Additional Charge within ten (10) days after Tenant is sole cost billed therefor, the costs and expense, for expenses of all repairs, interior repairs and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseenreplacements, in and to the Premises and Project (including the Building Demised Premises) and the facilities and systems thereof, the need for which arises out of of (ai) the performance by or on behalf existence of Tenant of any Tenant’s Work or Alterations, , (bii) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, equipment, fixtures and other personal property in the Demised Premises, (ciii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property equipment, fixtures and other personal property in or out of the Buildingbuilding within which the Demised Premises is located, or or (div) the gross negligence act, omission, misuse, or willful misconduct neglect of Tenant or any of its subtenants subtenants, assignees, licensees or its or their employees, agents, contractors contractors, or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairsTenant shall not overload the electrical wiring serving the Demised Premises or within the Demised Premises, interior and exteriorprovided Landlord gives its prior written consent therefor, structural Landlord will install at Tenant’s sole cost and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to any additional electrical wiring which may be required in connection with Tenant’s operation of its business at the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable BuildingsDemised Premises.

Repairs and Maintenance. 13.01. Tenant shall, at its expense(a) Tenant, throughout the term of this Leaselease, shall, at its expense, take good care of and maintain in good order and condition condition, and shall be responsible for all repairs and replacements (ordinary and extraordinary, foreseen and unforeseen) to (i) the Premises (but not the Base Building Premises Components, except as provided below), and (ii) all Tenant's Improvements whether within or outside of the fixtures and improvements therein Premises. Without limiting the generality of the foregoing, Tenant, at its expense, shall promptly replace all damaged or broken doors (including, without limitation, entrance doors) and all interior glass in and about the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this LeasePremises. Subject to Notwithstanding the provisions of Section 9.04 hereof, and except as otherwise provided for in this Leaseforegoing, Tenant shall not be responsibleresponsible for any repairs or replacements under this Section 13.01(a) to the extent that Landlord is responsible for the same under Section 13.02(b) hereof. (b) Tenant, at is sole cost and expensein addition, shall be responsible for all repairsrepairs and replacements, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, in and to (x) the Real Property outside of the Premises (exclusive of any Tenant Improvements outside of the Premises) and (y) the Base Building Premises Components (whether within or outside of the Premises), in each case, to the extent the need for which arises out of (i) the performance of Alterations, or the installation, use, operation or existence of any Tenant's Improvements or Tenant's Property (provided, however, that Tenant shall not be responsible therefor under this (c) The maintenance, repairs and replacements for which Tenant is responsible pursuant to the provisions of this Section 13.01 (herein called "TENANT REPAIRS") shall be performed in accordance with the following provisions: (1) Tenant shall perform all Tenant Repairs for which Tenant is responsible pursuant to Section 13.01(a) above promptly, at its expense, and in a manner which will not interfere (in other than a de minimis manner) with the use of the Building by others. If, and to the extent that, such Tenant Repairs are to Tenant's Improvements located outside the Premises or otherwise require work to be performed outside of the Premises, then (i) such work shall be performed only at such time or times as are reasonably designated by Landlord, and, at Landlord's option, under the supervision of Landlord or its designated representative, (ii) Landlord shall have the right to coordinate such work with any work then being undertaken by Landlord or by any other tenants of the Building, and (iii) Tenant, within thirty (30) days after a written demand therefor, shall reimburse Landlord all supervision and coordination costs incurred by Landlord pursuant to clauses (i) or (ii) above (whether incurred to Landlord's employees or outside parties); provided, however, that, in cases of emergency, Tenant, subject to the rights of other tenants, may perform such work at any time or times (to the extent necessitated by such emergency), so long as Tenant, immediately prior to commencing any such work, shall give Landlord notice of the emergency and the work to be performed (which notice may be oral and shall be given to the applicable Building Office or, if such Building Office is closed, the Building's security desk). (2) Landlord, at its option, may elect to perform Tenant Repairs for which Tenant is responsible pursuant to Section 13.01(b) above (each, a "TENANT BUILDING REPAIR") at Tenant's expense. If Tenant notifies Landlord of the need for any Tenant Building Repair, then Landlord shall promptly notify Tenant as to whether Landlord elects to perform such Tenant Building Repair, at Tenant's expense, or to have Tenant perform such repair. In all cases, except in cases of emergency (in which cases Landlord need not so notify Tenant), Landlord, prior to commencing any Tenant Building Repair, shall notify Tenant that Landlord has elected to perform the same at Tenant's expense. (A) To the extent that Landlord elects to perform any Tenant Building Repair at Tenant's expense, (i) Landlord shall perform the same promptly, and the provisions of Section 35.15 shall apply in respect thereof, and (ii) Tenant, within thirty (30) days after a written demand therefor, shall reimburse Landlord all of Landlord's out-of-pocket costs reasonably incurred in connection with such Tenant Building Repair. Tenant, at its own expense, shall have the right to monitor the progress of Tenant Building Repair undertaken by Landlord. (B) To the extent that Landlord elects to have Tenant perform any Tenant Building Repair, (i) Tenant shall perform the same promptly, at its expense, and in a manner which will not interfere (in other than a de minimis (a) Except to the extent that Tenant shall be responsible for the same pursuant to the provisions of Section 13.01(a) or (b) above, Landlord, at its expense, shall make repairs and replacements to, and otherwise keep and maintain (in a condition befitting a first-class downtown Manhattan office building), the Base Building, other than those portions of the Base Building which are not Base Building Premises Components and which do not affect, or affect only to a de minimis extent, (i) Tenant's use and occupancy of the Premises, (ii) access to the Premises, (iii) the provision of Building Services to the Premises, and (iv) Tenant's right or ability to perform Alterations which would otherwise be permitted hereunder. (b) Landlord, in addition, shall be responsible for all repairs and replacements, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, in and to the Premises Premises, Tenant's Improvements and Tenant's Property, in each case, to the Building and the facilities and systems thereofextent, the need for which arises out of of (ai) the performance of any work in the Premises by Landlord, or on behalf person authorized by Landlord to enter the Premises, or any of their respective employees, agents or contractors (provided, however, that Landlord shall not be responsible therefor under this clause (i) to the extent that the repair or replacement in question would not have been needed but for a violation by Tenant of any Alterations, its obligations under this lease), (bii) the installationconduct of alterations, use additions, improvements or operation of any property installed changes in the Building by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant Landlord or any of its subtenants employees, agents or contractors, (iii) any violation by Landlord of this lease, or (iv) the negligence or intentional misconduct of Landlord or any of its or their employees, agents, contractors or inviteesinvitees (any such repairs and replacements being herein called "LANDLORD'S ADDITIONAL REPAIRS"). As used in this ArticleTenant, at its option, may elect to perform any of Landlord's Additional Repairs at Landlord's expense. If Landlord notifies Tenant of the term “repairs” need for any Landlord's Additional Repairs, then Tenant shall include replacements. All repairs in promptly notify Landlord as to whether Tenant elects to perform such Landlord's Additional Repairs, at Landlord's expense, or to have Landlord perform such repair. In all cases, except in cases of emergency (in which cases Tenant need not so notify Tenant), Tenant, prior to commencing any Landlord's Additional Repairs, shall notify Landlord that Tenant has elected to perform the Premises for which same at Landlord's expense. To the extent that Tenant is responsible shall be promptly performed by elects to perform any Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupantsRepair at Landlord's expense, but (x) Tenant shall not be required to perform the same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply accordance with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13Section 13.01(c)(1), Tenant applied mutatis mutandis (except that the same shall be performed at Landlord's expense and the provisions of Section 13.01(c)(iii) shall not so apply), and (y) Landlord, within thirty (30) days after a written demand therefor, shall reimburse Landlord for its commercially reasonable Tenant all of Tenant's out-of-pocket costs without profit or markup reasonably incurred in doing soconnection with such Landlord's Additional Repair. 13.03. All maintenance, repairs and replacements performed by Tenant in the Building (including without limitation Tenant Repairs performed by Tenant and Landlord's Additional Repairs performed by Tenant, but specifically excluding any maintenance, repairs and replacements performed by Tenant to Tenant's Property (as opposed to Tenant's Improvements)) shall be performed using only contractors which have been approved or -82- 87 designated by Landlord in accordance with the provisions of Sections 11.04 hereof, applied mutatis mutandis with respect to such maintenance, repairs and replacements. The provisions of Sections 11.05 and 11.07 hereof, as well as any other provisions of Article 11 relating to the standards and/or prosecution of work in the Building, shall likewise apply, mutatis mutandis, to maintenance, repairs and replacements performed by Tenant pursuant to this Article 13. 13.04. Tenant shall have the right, as well as the obligation, to perform the maintenance, repairs and replacements for which it is responsible under Section 13.01(a) above, subject, in all cases, to the other provisions of this Article 13. In respect thereof, it is agreed that Tenant's right to repair and replace any Tenant Improvements shall include only (i) the right to repair such Tenant Improvements, as needed, without modification or change thereto, and (ii) the right to replace such Tenant Improvements or any portion thereof, as needed, without modification or change thereto; it being understood that any modifications or changes to any Tenant Improvements shall be deemed Alterations and may be performed only subject to and in accordance with Article 11 hereof. In addition, the right of Tenant to replace, as opposed to repair, any Tenant Improvements located outside the Premises shall, notwithstanding anything to the contrary contained herein, be deemed to allow Tenant to replace such Tenant Improvements or a portion thereof (as opposed to repairing the same) only to the extent that (x) such Tenant Improvements are of such a nature that the same can only be replaced and not repaired, or (y) the repair of the same is not feasible in light of the damage or defect in question. 13.05. Except as otherwise expressly provided set forth in this Leaselease, Landlord shall have no liability to Tenant, nor nor, except as expressly set forth in Section 33.01, shall Tenant’s 's covenants and obligations under this Lease lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s 's making any repairs or changes which Landlord is required or permitted by this Leaselease, or required by law, to make in or to the fixturesBuilding, equipment or appurtenances of the Building or including without limitation the Premises; provided, however, that . The provisions of this Section 13.05 shall not absolve Landlord shall make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord obligations to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to comply with the provisions of this Lease includingSection 35.15 hereof. 13.06. This Article 13 shall not be applicable, without limitation Section 13.01, (i) keep and maintain to any extent, to any fire or other casualty referred to in good order and condition Article 19, or to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen any repairs or unforeseen, in and to the foregoing necessary replacements of any damage or appropriate in order to keep destruction resulting therefrom; the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to shall be governed by the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the other applicable provisions of this Leaselease, clean the common or public areas including Articles 9 and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings19.

Repairs and Maintenance. 13.019.1 The Lessor undertakes to maintain the exterior and public parts of the Demised Premises [and of the building], including, without limitation, its foundations, pillars, beams, floors, roofs, terraces, walls and other structural parts, its entrances, its common areas (including, without limitation, halls, corridors, elevators and stairways), its main sewers, drains, gutters, window and door casings, and the like, its heating and air conditioning equipment, and toilets, and all building systems (including, without limitation, plumbing and electrical systems) in good repair and tenantable condition, including, without limitation, repainting and repairing [at intervals of two years OR specify frequency of maintenance service] and, when their condition warrants, earlier attention. Tenant shallFor this purpose, and subject to UNHCR’s agreement, the Lessor shall have the right, upon reasonable prior notice to UNHCR, and at reasonable times, to enter, inspect and make any necessary repairs to the Demised Premises, and may enter the Demised Premises forthwith whenever reasonably necessary to make emergency repairs. All such work shall be carried out with minimal disruption to UNHCR. Any such maintenance or repair work shall be of a quality no less than the original work or construction. 9.2 In addition to the Lessor’s responsibility to maintain and repair all elevators in accordance with Article 9.1 hereof, the Lessor, upon request from UNHCR, shall provide UNHCR with the certificate(s) of maintenance and certificate(s) of inspection for any or all of the elevators serving the areas and floors occupied by UNHCR. 9.3 UNHCR shall take reasonable care of the Demised Premises and the fixtures and appurtenances therein. UNHCR shall be responsible for minor repairs to, and routine maintenance of, the Demised Premises arising from its expense, throughout occupation and use of the Demised Premises during the term of this Lease, take good care [NOTE: it may be useful to insert a financial cap for UNHCR’s obligation under this Article to maintain the Demised Premises.] Such minor repairs include the routine repair of locks, windows, doors, floors, fittings, lightings, appurtenances and maintain in good order sanitary xxxx. UNHCR shall not be responsible for (i) reasonable wear and condition tear; (ii) obsolescence; (iii) damage by the Premises and the fixtures and improvements therein includingelements or circumstances over which UNHCR has no control; (iv) damage caused by, without limitationor resulting from, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen any acts or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out omissions of the BuildingLessor, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, officers, agents, contractors or invitees. As subcontractors; or (v) damages or defects set out in the Vacancy Inspection Letter described in Article 3 above. 9.4 The Lessor undertakes and agrees to maintain the sidewalks of [the Demised Premises] OR [of the building] in good repair and free of [ice, snow and] any obstruction and to accept all liability in connection therewith. 9.5 [DELETE this clause unless the building is to be shared with other occupants:] The Lessor undertakes that no part of the building in which the Demised Premises are located shall be let or used for any illegal purpose or for gambling and, in this Articleconsidering potential tenants or any activities to take place in such building, the term “repairs” Lessor shall include replacements. All repairs in or to the Premises for which Tenant take into account that UNHCR is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business tenant in the Demised Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01. Landlord shall operate, maintain and make all necessary repairs (both structural and nonstructural) to the part of the Building Systems which provide service to the Premises (but not to the distribution portions of such Building Systems located within the Premises) and, except where the same shall be Tenant’s responsibility hereunder, the structural portions of the Building, both exterior and interior, in conformance with standards applicable to non-institutional first-class office buildings in Manhattan. Tenant shall, at its expense, throughout the term of this Leaselease, 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 hereofhereof and Tenant’s Property; provided, however, Tenant shall not be responsible to make any repairs which (i) are Landlord’s express obligation hereunder or (ii) from which Tenant has been expressly excused hereunder. Tenant shall be responsible for all non-structural repairs, interior and exterior, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises, except as otherwise expressly provided in this Lease. Subject for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Section 9.04 Article 19 hereof, and except as otherwise provided for in this Lease. Notwithstanding the foregoing, Tenant shall be responsible, at is sole responsible for the cost and expense, for of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises Building, the Building facilities and the Building and the facilities and systems thereofSystems, the need for which arises out of of (a) the performance by or on behalf existence of Tenant of any Alterations, , (b) the installation, use or operation of any property installed in the demised premises (c) the moving by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and property, including, without limitation, Tenant’s Property in or out of the Building, or (d) the gross negligence act, omission, misuse or willful misconduct neglect of Tenant or any of its subtenants (other than Landlord) or its or their employees, agents, contractors or inviteesinvitees or (e) notwithstanding the foregoing, 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. As used Except where replacement is required as a result of any negligent act or omission of Landlord, its employees, agents or contractors, Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and glass (and the solar film, if any, attached to the window glass) in this Articleand about the Premises, including, without limitation, entrance doors and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the term “Premises and for all the repairs” shall include replacements, maintenance and replacement of all horizontal portions of the Building Systems and facilities of the Building within or exclusively serving the Premises, including without limitation the sanitary and electrical fixtures and equipment therein but specifically excluding perimeter heating systems. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant as promptly as reasonably practicable, in a manner which will not unreasonably interfere with the use of the Building by other occupants; provided, but Tenant shall not be required to perform same on an overtime or premium pay basishowever, except if any repairs in and to the extent Building, the use of Building facilities and Building Systems for which Tenant is responsible shall be performed by Landlord at Tenants expense; but Landlord may, at its option, before commencing any such overtime work or premium pay labor would be required under at any time thereafter, require Tenant to furnish to Landlord such security, in form and amount as Landlord shall deem necessary to assure the Declaration if the owner payment for such work by Tenant. The exterior walls of the Unit were performing Building, the portions of any window xxxxx outside the windows, and the windows are not part of the premises demised by this lease and Landlord reserves all rights to such repairsparts of the Building. 13.02. Upon becoming aware of the same, Tenant shall give Landlord prompt notice of any defective condition in any plumbing, heating, air-conditioning or ventilation system Building Systems or electrical lines located in, servicing or passing through the Premises of which it has actual knowledgePremises. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereofremedy the conditions, but if at the expense of Tenant to the extent Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Leaselease, Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this Lease 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 or changes which Landlord is required or permitted by this Leaselease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises. Notwithstanding any language to the contrary continued in this Section 13.03, if by reason of the making of such repairs or changes by Landlord, (x) the Premises or any portion thereof in excess of 2,000 rentable square feet are rendered untenantable for seven (7) consecutive Business Days or (y) any portion of the Premises which is 2,000 rentable square feet or less are rendered untenantable for more than ten (10) consecutive Business Days, and Tenant shall actually vacate such portion of the Premises and notify Landlord that it has so vacated the Premises, then all Fixed Rent and Additional Charges reserved herein shall xxxxx after the seventh (7th) or tenth (10th) Business Day (as the case may be) following the date the Premises, or the applicable portion thereof, shall be rendered untenantable, in proportion to the portion of the Premises so affected, until the condition preventing Tenant from so occupying the Premises, or such portion of the Premises, as the case may be, shall be remedied. 13.04. Landlord shall use its reasonable efforts to the extent practicable to minimize interference with Tenants use and occupancy of the Premises in making any repairs, alterations, additions or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever, except that Landlord, at its expense but subject to recoupment pursuant to Article 3 hereof, shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make such repairs at such times and any repair required to be made by it hereunder to remedy any condition that either (i) results in such manner as a denial of access to minimize interference the Premises, (ii) threatens the health or safety of any occupant of the Premises, or (iii) except in the case of a fire or other casualty, materially interferes with the conduct of Tenant’s ability to conduct its business in the Premises. In all other cases, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon at Tenant’s request, Landlord shall perform employ contractors or labor at so-called overtime or other premium pay rates and incur any maintenance other overtime costs or repairs which would interfere with Tenant’s conduct of business expenses in making any repairs, alterations, additions or use of the Premises during hours other than Business Hours of Business Days (as herein defined)improvements, and Tenant shall reimburse Landlord for pay to Landlord, as additional rent, within ten (10) Business Days after demand, an amount equal to the incremental costs incurred by Landlord in connection with performing such maintenance difference between the overtime or repairs during such hours, unless other premium pay rates and the necessity regular pay rates for such maintenance labor and any other overtime costs or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandexpenses so incurred. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0118.1. Landlord shall repair and maintain the structural and exterior portions and Common Area of the Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by Landlord. 18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises (including but not limited to the portion of the HVAC system that includes the first damper or isolation valve and extends into and through the Premises, any supplemental HVAC serving the Premises, and any other systems or equipment exclusively serving the Premises) and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted, and shall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, at its expenseupon the expiration or sooner termination of the Term, throughout the term of this Lease, take good care of and maintain in good order and condition surrender the Premises to Landlord in as good a condition as when received, ordinary wear and the fixtures tear excepted; and improvements therein includingshall, without limitation, the property which is deemed at Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, request and except as otherwise provided for in this Lease, Tenant shall be responsible, at is Tenant’s sole cost and expense, for remove all repairstelephone and data systems, interior wiring and exteriorequipment from the Premises (with respect to wiring, structural only to the extent installed by a Tenant Party (as defined below)), and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. 18.3. Throughout the Term of the Lease, Tenant shall, at Tenant’s sole cost and the Building expense, maintain copies of all service contracts, service, repair and the facilities maintenance records, and systems thereof, the need for which arises out of (a) the performance by or inspection reports on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property all equipment installed by or on behalf maintained by Tenant. Tenant shall, within ten (10) days after receipt of Tenant which is deemed written notice from Landlord’s pursuant , provide to Section 12.01 hereof and Tenant’s Property,Landlord any maintenance records, service or inspection reports that Landlord reasonably requests. (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees18.4. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant Landlord shall not be required liable for any failure to make any repairs or to perform same on any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an overtime or premium pay basis, except if and to unreasonable time after Tenant provides Landlord with written notice of the extent the use need of such overtime repairs or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03maintenance. Except as otherwise expressly provided set forth in Section 31.13 of this Lease, Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense. 18.5. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord shall have no liability to Tenant, nor shall and without reducing or otherwise affecting 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 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 in any such event Landlord shall make such repairs at such times and in such manner as use reasonable efforts to minimize interference with the conduct disruption of Tenant’s business operations. 18.6. This Article relates to repairs and maintenance arising in the Premisesordinary course of operation of the Building and the Project. In the event of a casualty described in Article 24, includingArticle 24 shall apply in lieu of this Article. In the event of eminent domain, without limitationArticle 25 shall apply in lieu of this Article. 18.7. Costs incurred by Landlord pursuant to this Article, other than pursuant to Section 18.5, shall constitute Operating Expenses. Notwithstanding the performance of such work on an overtime or premium-pay basis foregoing, to the extent required that the cost of a Unit Owner under the Declaration. Except in emergency circumstances, upon such repairs and maintenance arising from Tenant’s requestacts, neglect, fault or omissions (but not gross negligence or willful misconduct) exceeds the limits of any insurance maintained or required to be maintained by Tenant pursuant to this Lease but are covered by insurance maintained or required to be maintained by Landlord under this Lease, then Landlord shall perform any maintenance or repairs which would interfere with Tenantfile a claim for such excess pursuant to Landlord’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), insurance and Tenant shall reimburse Landlord for the incremental costs incurred by deductible therefor within thirty (30) days after receipt of an invoice therefor (or, if Landlord in connection with performing such maintenance has not obtained or repairs during such hours, unless maintained the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease insurance it is required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant obtain and maintain pursuant to this Lease, Landlord shall pay such excess, other than what the preceding sentence deductible would have been had Landlord obtained and maintained the requisite insurance, which Tenant shall constitute Additional Charges hereunder and shall be paid pay to Landlord within thirty (30) days after demandreceipt of an invoice therefor). (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01. Tenant shall(a) Subject to Section 4.6(g), should ----------------------- it become necessary in Lessor's sole discretion during the Term hereof to repair the structure of any buildings located on the Property (the "Buildings"), --------- including but not limited to, the roof, exterior walls, floor slab, windows, exterior doors, HVAC (as defined hereinafter), plumbing or other building systems, in order to give effect to Lessee's rights hereunder, including but not limited to maintaining and ensuring future maintenance of the Property and the environment within the Property in accordance with the FDA's current Good Manufacturing Practices and applicable DEA regulations, or to maintain the Shared Areas in substantially the same condition as on the date hereof, Lessor shall make such repairs 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 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairswithin a reasonable time after notice to do so by Lessee, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to unless such repairs are required as the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf result of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants Lessee or its or their employees, agents, contractors employees or invitees. As used , and, in this Articlesuch cases, the term “repairs” such necessary repairs shall include replacements. All repairs in be made by Lessee or by Lessor at Lessee's sole cost and expense. (b) Subject to the Premises for which Tenant is responsible shall be promptly performed performance by Tenant in a manner which will not unreasonably interfere with the use Lessor of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof4.6(a), but if Tenant is responsible for same under the provisions of this Article 13, Tenant Lessee shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in keep the Premises, includingincluding all improvements and fixtures, without limitationin a good, clean and safe condition, in order to keep the performance same in substantially the same condition as on the date hereof, at all times during the Term of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstancesthis Agreement, upon Tenant’s request, Landlord and shall perform any maintenance or such repairs which would interfere with Tenant’s conduct as are required as the result of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord Lessee or any of its agents, contractors employees or employeesinvitees, in each case at Lessee's sole cost and expense. Lessee shall keep the equipment in good condition and repair at all times during the Term of this Agreement. (c) Lessee shall be responsible for the repair of all uninsured damage caused by Lessee, and all maintenance required as a result of the gross negligence or willful misconduct of Lessee, to the plumbing, electrical and other fixtures located within the Premises. (d) Lessee shall comply in all material respects with all laws, ordinances, orders and regulations of governmental authorities relating to Lessee's manner of use of the Premises and the actual conduct of Lessee's business. (e) Lessee shall promptly notify the Lessor in writing of any damage to or defects in the Premises, and of any injuries to persons or property which occur therein, of which Lessee had actual notice. (f) Lessee shall not take or fail to take any action which, as a direct result, increases the amount of Lessor's insurance premiums in relation to the Premises and will comply with all reasonable recommendations of Lessor's insurer with respect to any precautions concerning life and safety and against fire. Lessee hereby agrees to reimburse Lessor for any increase in Lessor's insurance premiums which directly result from Lessee's actions or inactions. (g) In the event that during the Term hereof any alteration, addition, repair, maintenance or other change to the Premises, or any portion thereof, is required to be made in connection with the enactment, amendment or repeal of any statute, ordinance, rule or regulation, including under FDA, DEA rules and regulations, or the rendering of any judicial or administrative decision increasing building standards above the standards existing on the date hereof, then and in that event: (iii) the failure of Landlord to observe if such repair, maintenance, alteration, addition or perform any change is required primarily by reason of the termsmanner or mode or character of Lessee's use of the Premises, covenants or conditions of Lessee shall have the right to terminate this Lease required Agreement by giving notice to observed or performed by LandlordLessor, in which case this Agreement shall terminate as of the date that is 90 calendar days after the date such incremental costs notice is given, and if Lessee does not elect to terminate this Agreement, then Lessee shall make such alteration, addition or change at Lessee's sole cost and expense and in compliance with the terms of this Agreement; (ii) subject to Section 4.7(c), if said repair, maintenance, alteration, addition or change is required for any other reason, including, but not limited to, a structural defect in or other condition relating to the Premises which was in existence as of the date hereof, then said alteration, addition or change shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder made at Lessor's sole cost and shall be paid to Landlord expense and within thirty (30) days after demanda commercially reasonable amount of time. (ah) Landlord shallLessor, its agents and representatives, may enter upon the Premises at its expenseany reasonable time and upon reasonable notice and without unreasonably interfering with Lessee's business, but subject to emergencies excepted, for the provisions purpose of this Lease includinginspecting the same, without limitation Section 13.01,or as otherwise required by any applicable law, rule or regulation or by Lessor in respect of security matters or for the Buildings' safety and protection. (i) keep and maintain in good order and Notwithstanding the foregoing provisions, if Lessee has actual knowledge of any condition requiring any immediate, urgent repair to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) Premises or requiring the Unit performance of any other urgent action, and any delay in the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen performance thereof may result in material loss or unforeseen, in and damage to the foregoing necessary or appropriate in order to keep Premises, Lessee shall have the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shallright, at its expenseoption, but subject to make such repairs or perform such act promptly without obtaining Lessor's prior approval if otherwise required hereunder. Any condition which shuts down any or all of Lessee's production on the provisions of this Lease, clean the common or public areas and facilities Premises shall de facto be a condition requiring urgent repair. Lessee shall as soon as practicable thereafter notify Lessor of the Unitfacts and shall be entitled to be reimbursed promptly for all its reasonable costs incurred in connection therewith, if anyprovided, it is not otherwise Lessee's -------- responsibility under this Agreement to make said corrections. (j) Lessor shall have the right to contest or review by legal proceedings or in accordance any such other manner as Lessor deems suitable, any laws, ordinances and regulations requiring that Lessor perform a repair, provided that such right to contest shall not unreasonably disturb Lessee's use and operation of the Premises. Lessee shall cooperate with standards then prevailing for Comparable BuildingsLessor, execute such documents and perform such acts as may be reasonably required to effectively prosecute such contest or review, all at Lessor's sole cost and expense.

Repairs and Maintenance. 13.01. Tenant shall, at its expense, throughout Notwithstanding anything contained in the term of this Lease, take good care of and maintain in good order and condition Initial Lease to the Premises and the fixtures and improvements therein contrary (including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions terms of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein definedSECTION 11), with respect to any Additional Termination Area, from and Tenant shall reimburse Landlord for after the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from sooner to occur of (i) the gross negligence or willful misconduct surrender of such space by Tenant to Landlord or any of its agents, contractors or employees, or as a Relinquished Area in the condition required by the Initial Lease (as amended hereby); (ii) the failure of Landlord to observe or perform any of applicable Early Expiration Date; and (iii) the termsRevised Expiration Date, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expenseLandlord's sole cost, but subject be obligated to the provisions of this Lease includingkeep, without limitation Section 13.01, repair and maintain (i) and provide all repairs and replacements necessary to keep and maintain maintain) the applicable Additional Termination Area in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a)repair, except to the extent same of any damage thereto resulting directly from the actions of Tenant or any Tenant Party which shall be repaired or restored by Tenant (at Tenant's cost) to the extent Tenant is the responsibility of the Condominium Board of Managers or the FC Board of Managers responsible for such damage under the DeclarationInitial Lease. Landlord shallAs to any Additional Termination Area, at its expense, but subject Tenant shall remain obligated to (i) maintain the provisions of this insurance contemplated by the Initial Lease, clean the common or public areas ; and facilities of the Unit, if any, (ii) repair and maintain such Additional Termination Area in accordance with standards then prevailing for Comparable Buildingsthe Initial Lease until the sooner to occur of (x) the surrender of such space as a Relinquished Area; (y) the applicable Early Expiration Date; and (z) the Revised Expiration Date (or sooner termination of the Initial lease as amended hereby). Notwithstanding anything contained in this SECTION 10 or in any other provision of this Amendment to the contrary, Section 14(f) of the Initial Lease remains unmodified and in full force and effect.

Repairs and Maintenance. 13.01(a) Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises without first obtaining the written consent of Landlord. Any alterations, physical additions or improvements to the Leased Premises made by Tenant shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease. This clause shall not apply to movable equipment or furniture owned by Tenant which may be removed by Tenant at the end of the term of this Lease if Tenant is not then in default and if such equipment and furniture is not then subject to any other rights, liens and interests of Landlord. (b) Landlord 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 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole own cost and expense, for maintain all repairsparts of leased building and keep in good repair and condition (including all necessary improvements, whether interior and or exterior, structural and or non-structural, ordinary and extraordinary, foreseen or unforeseen, in and or arising by reason of a condition existing prior to the Premises commencement of the term of this Lease. Tenant shall take good care of all the property and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property,its fixtures. (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not allow any damage to be required to perform same committed on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner any portion of the Unit were performing such repairs. 13.02. Tenant shall give Landlord notice of any defective condition in any plumbingLeased Premises, heating, air-conditioning or ventilation system or electrical lines located in, servicing or passing through and at the Premises of which it has actual knowledge. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions termination of this Article 13Lease except for involuntary termination because of condemnation or casualty as set forth in Sections 8 and 10 below, by lapse of time or otherwise, Tenant shall reimburse deliver the Leased Premises to Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in good condition as existed at the commencement date of this Lease, ordinary wear and tear excepted. The cost and expense of any repairs necessary to restore the condition of the Leased Premises shall be borne by Tenant, and if Landlord undertakes to restore the Leased Premises it shall have no liability to a right of reimbursement against Tenant, nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason together with interest from the date of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs which such expenditures by Landlord is required or permitted by this Lease, or required by law, to make in or to until paid at the fixtures, equipment or appurtenances rate of the Building or the Premises; provided, however, that Landlord shall make such repairs at such times and in such manner as to minimize interference with the conduct lesser of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, eighteen percent ( 18%) per annum or (ii) the failure maximum rate of Landlord to observe or perform any interest allowable under the laws of the terms, covenants or conditions State of this Lease required to observed or performed by Landlord, in which case Tennessee at such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandtime. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01. Tenant shall, at its expense(a) Tenant, throughout the term of this Leaselease, shall, at its expense, take good care of and maintain in good order and condition condition, and shall be responsible for all repairs and replacements (ordinary and extraordinary, foreseen and unforeseen) to (i) the Premises (but not the Base Building Premises Components), and (ii) all Tenant's Improvements. Without limiting the fixtures and improvements therein generality of the foregoing, Tenant, at its expense, shall promptly replace all damaged or broken doors (including, without limitation, entrance doors) and all interior glass in and about the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this LeasePremises. Subject to Notwithstanding the provisions of Section 9.04 hereof, and except as otherwise provided for in this Leaseforegoing, Tenant shall not be responsibleresponsible for any repairs or replacements under this Section 13.01(a) to the extent that Landlord is responsible for the same under Section 13.02(b) hereof. (b) Tenant, at is sole cost and expensein addition, shall be responsible for all repairsrepairs and replacements, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or and unforeseen, in and to (x) the Real Property outside of the Premises, and (y) the Base Building Premises and Components, in each case, to the Building and the facilities and systems thereof, extent the need for which arises out of of (ai) the performance of Alterations, or the installation, use, operation or existence of any Tenant's Improvements or Tenant's Property (provided, however, that Tenant shall not be responsible therefor under this clause (i) to the extent that the repair or replacement in question would not have been needed but for (x) a violation by Landlord of its obligations under this lease, or (y) a representation made by Landlord hereunder being untrue), (ii) the moving by or on behalf of Tenant of any Alterations, (b) the installation, use Tenant's Improvements or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s 's Property in or out of the (c) The repairs and replacements for which Tenant is responsible pursuant to the provisions of this Section 13.01 (herein called "TENANT REPAIRS") shall be performed in accordance with the following provisions: (1) Tenant shall perform all Tenant Repairs for which Tenant is responsible pursuant to Section 13.01(a) above (i.e., to the Premises), and to all Tenant's improvements) promptly, at its expense, and in a manner which will not interfere (in other than a de minimis manner) with the use of the Building by others. If, and to the extent that, such Tenant Repairs are to Tenant's Improvements located outside the Premises or otherwise require work to be performed outside of the Premises, then (i) such work shall be performed only at such time or times as are reasonably designated by Landlord, and, at Landlord's option, under the supervision of Landlord or its designated representative, (ii) Landlord shall have the right to coordinate such work with any work then being undertaken by Landlord or by any other tenants of the Building, orand (iii) Tenant, within thirty (30) days after a written demand therefor, shall reimburse Landlord all supervision and coordination costs incurred by Landlord pursuant to clauses (i) or (ii) above (whether incurred to Landlord's employees or outside parties). (d2) Landlord, at its option, may elect to perform Tenant Repairs for which Tenant is responsible pursuant to Section 13.01(b) above (i.e., to the Real Property outside of the Premises and to the Base Building Premises Components) (each, a "TENANT BUILDING REPAIR") at Tenant's expense. If Tenant notifies Landlord of the need for any Tenant Building Repair, then Landlord shall promptly notify Tenant as to whether Landlord elects to perform such Tenant Building Repair, at Tenant's expense, or to have Tenant perform such repair. In all cases, except in cases of emergency (in which cases Landlord need not so notify Tenant), Landlord, prior to commencing any Tenant Building Repair, shall notify Tenant that Landlord has elected to perform the same at Tenant's expense. (A) To the extent that Landlord elects to perform any Tenant Building Repair at Tenant's expense, (i) Landlord shall perform the same promptly, and the provisions of Section 35.15 shall apply in respect thereof, and (ii) Tenant, within thirty (30) days after a written demand therefor, shall reimburse Landlord all of Landlord's out-of-pocket costs incurred in connection with such Tenant Building Repair. Tenant, at its own expense, shall have the right to monitor the progress of Tenant Building Repair undertaken by Landlord. (B) To the extent that Landlord elects to have Tenant perform any Tenant Building Repair, (i) Tenant shall perform the same promptly, at its expense, and in a manner which will not interfere (in other than a de minimis (a) Except to the extent that Tenant shall be responsible for the same pursuant to the provisions of Section 13.01(a) or (b) above, Landlord, at its expense, shall make repairs and replacements to, and otherwise keep and maintain (in a condition befitting a first-class downtown Manhattan office building), the Base Building, other than those portions of the Base Building which are not Base Building Premises Components and which do not affect, or affect only to a de minimis extent, (i) Tenant's use and occupancy of the Premises, (ii) access to the Premises, (iii) the gross negligence provision of Building Services to the Premises, and (iv) Tenant's right or willful misconduct ability to perform Alterations which would otherwise be permitted hereunder. (b) Landlord, in addition, shall be responsible for all repairs and replacements, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, in and to the Premises, Tenant's Improvements and Tenant's Property, in each case, to the extent, the need for which arises out of Tenant (i) any performance of any work or the taking of any other act in the Premises by Landlord, or person authorized by Landlord to enter the Premises, or any of their respective employees, agents or contractors, (ii) the conduct of alterations, additions, improvements or changes in the Building by Landlord or any of its subtenants employees, agents or contractors, or (iii) the negligence or intentional misconduct of Landlord or any of its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided set forth in this Leaselease, Landlord shall have no liability to Tenant, nor nor, except as expressly set forth in Section 39.01, shall Tenant’s 's covenants and obligations under this Lease lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s 's making any repairs or changes which Landlord is required or permitted by this Leaselease, or required by law, to make in or to the fixturesBuilding, equipment or appurtenances of the Building or including without limitation the Premises; provided, however, that . The provisions of this Section 13.03 shall not absolve Landlord shall make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord obligations to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to comply with the provisions of this Lease includingSection 35.15 hereof. 13.04. This Article 13 shall not be applicable, without limitation Section 13.01, (i) keep and maintain to any extent, to any fire or other casualty referred to in good order and condition Article 19, or to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen any repairs or unforeseen, in and to the foregoing necessary replacements of any damage or appropriate in order to keep destruction resulting therefrom; the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to shall be governed by the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the other applicable provisions of this Leaselease, clean the common or public areas including Articles 9 and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings19.

Repairs and Maintenance. 13.0120.1. Tenant shallSubject to Landlord’s obligations hereunder, Tenant, at its sole cost and expense, throughout shall maintain and keep the term of this LeaseProperty (other than the Diversified Space), take good care of all improvements thereon, and maintain all appurtenances thereto, including but not limited to sidewalks, parking areas, curbs, roads, driveways, lighting standards, landscaping, sewers, water, gas and electrical distribution systems and facilities, drainage facilities, and all signs, both illuminated and non-illuminated that are now or hereafter on the Property, in good order condition and condition in a manner consistent with the Premises Permitted Use. Tenant shall make all repairs, replacements and the fixtures and improvements therein improvements, including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereofall HVAC, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereofplumbing and electrical repairs, replacements and improvements required, and except as otherwise provided for in this Leaseshall keep the same free and clear from all rubbish and debris, excluding, however, the foundation, slab, structural portions of the walls and roof (not including the membrane), and structural steel aspects of the Buildings. All repairs made by Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, least equal in and quality to the Premises original work, and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed made only by Tenant a licensed, bonded contractor approved in a manner advance by Landlord (which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime unreasonably withheld, conditioned or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 Premisesdelayed); provided, however, that such contractor need not be bonded or approved by Landlord if the non-structural alterations, repairs, additions or improvements to be performed do not exceed Fifty Thousand Dollars ($50,000) per occurrence or an aggregate amount of One Hundred Thousand Dollars ($100,000) in any twelve (12) month period. Tenant shall make such repairs at such times and in such manner as not take or omit to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitationtake any action, the performance taking or omission of such work on an overtime which shall cause waste, damage or premium-pay basis injury to the extent required of a Unit Owner under the DeclarationProperty. Except in emergency circumstancesTenant shall indemnify, upon Tenant’s request, defend (by legal counsel acceptable to Landlord) and hold harmless Landlord shall perform from and against any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days and all Claims (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (idefined below) the gross negligence or willful misconduct arising out of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord Tenant or Tenant’s Agents to observe or perform any of the terms, covenants or conditions of contained in this Lease required to observed or performed by Landlord, in which case such incremental costs Section. “Tenant’s Agents” shall be borne by Landlorddefined to include Tenant’s officers, employees, agents, contractors, invitees, customers and subcontractors. Any incremental costs required to be paid by Tenant pursuant to For the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions avoidance of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such conditiondoubt, as set forth used in clause this Article 20 and in Section 11.1, the Diversified Space shall exclude all building systems within the Diversified Space and any demising, exterior or load bearing walls (i) other than the interior surface of this subsection 13.04(asuch walls within the Diversified Space), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01. 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 hereofhereof and Tenant’s Property, except as otherwise expressly provided in the last sentence of this Lease. Subject to the provisions of Section 9.04 hereof13.01, and except as otherwise provided for in this Lease, ordinary wear and tear and damage from casualty or condemnation. Tenant shall be responsible, at is sole responsible for the cost and expense, for of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of of (a) the performance by or on behalf existence of Tenant of any Alterations, , (b) the installation, use or operation of any the property installed by or on behalf which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 hereof and Tenant’s Property, (c) the moving of Tenant the property which is deemed Landlord’s pursuant to Section Sections 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 12.02 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence wrongful act or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or inviteesinvitees or (e) design flaws in any of Tenant’s Plans regardless of the fact that such Tenant’s Plans may have been approved by Landlord. As used Tenant, at its expense, shall promptly replace all damaged or broken doors and interior glass (subject to reasonable wear and tear) in this Articleand about the Premises, including, without limitation, entrance doors, and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the term “repairs” shall include replacementsPremises and for all the repair, maintenance and replacement of all horizontal portions of the systems and facilities of the Building within and serving the Premises, including without limitation the sanitary and electrical fixtures and equipment therein (but in any event excluding the high pressured duct work serving the perimeter induction system). All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants; provided, but however, any repairs in and to the Building and the facilities and systems thereof 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 xxxxx outside the windows (and the solar film, if any, attached to the window glass), and the windows are not part of the Premises and Landlord reserves all rights to such parts of the Building. Notwithstanding the foregoing provisions of this Section 13.01, Tenant shall not be required responsible for repairs to perform same on an overtime or premium pay basisreplacements of any structural elements of the Building, except if and to the extent the use of need for such overtime repairs or premium pay labor would be required under replacements arises from the Declaration if the owner matters set forth in clauses (a), (b), (c), (d) or (e) of the Unit were performing such repairssecond sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors. 13.02. 13.02 Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereofremedy the conditions, but at the expense of Tenant if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. 13.03 Except as otherwise expressly provided in this Lease, 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 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 reasonable efforts to the extent practicable 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, including, without limitation, the performance of provided that Landlord shall not be required to perform any such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandbasis. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. 13.04 Landlord shall, at its expense, but subject to the provisions of this Lease, clean keep and maintain the common or public areas and facilities portions of the UnitBuilding, the structural portions of the Building, the windows (including the solar film, if any, attached to the window glass, to the extent that the same shall bubble without the fault of Tenant), and the Building’s plumbing, heating, air-conditioning, ventilation and electrical systems and facilities, to the extent that such systems and facilities affect the Premises, in accordance with standards then prevailing for Comparable Buildingsgood working order, and shall operate the Building as a first-class office building.

Repairs and Maintenance. 13.01. (a) Tenant shall, shall at its expense, throughout the term of this Lease, take good care of Tenant’s sole cost and expense keep and maintain the Demised Premises in good order order, condition and condition the Premises repair, making all non-structural, repairs and the fixtures and improvements therein replacements therein, including, without limitation, all scratched, damaged or broken doors and glass in the property lobby area and in and about the Demised Premises. The provisions of this Section 12.01(a) shall not apply to any “Systems” (as hereinafter defined) located within the Demised Premises as described in Section 12.01(c) hereinbelow. (b) Landlord shall have the right, in its sole and absolute discretion, to elect to perform any and/or all repairs and maintenance as provided in Section 12.01(a) hereinabove in which event all costs and expenses incurred by Landlord with respect thereto shall be paid by Tenant to Landlord as an Additional Charge within ten (10) days after Tenant is billed therefor. The performance by Landlord of any portion of the repair and maintenance obligations of Tenant provided for in Section 12.01(a) shall in no way relieve Tenant of its obligation to perform any of its repair and maintenance obligations not performed by Landlord. (c) Landlord shall perform all new installations, maintenance, repairs and replacements to the mechanical, plumbing, electrical, sanitary, heating, ventilating, air conditioning, sprinkler, fire detection and other systems of the Project (herein collectively called the “Systems”). The costs and expenses incurred by Landlord pursuant to this Section 12.01(c) shall be deemed Landlord’s either (i) Common Area Expenses pursuant to Section 12.01 5.01 hereof, except as otherwise expressly provided or (ii) the sole expense of Tenant in the event that such maintenance, repairs and replacements are required in order for Tenant to receive a certificate of occupancy for the Demised Premises (the completion of which shall in no event excuse the timely performance of any obligation of Tenant under this Lease. Subject ) or in the event that such work is required as a result of Tenant’s actions or failure to the provisions of Section 9.04 hereof, act; which expense shall be considered as an Additional Charge hereunder separate and except as otherwise provided for in apart from any other cost or expense due under this Lease, and shall be payable within ten (10) days following written demand therefor from Landlord. (d) Tenant shall immediately notify Landlord of all maintenance, repairs and replacements to be responsibleperformed as required pursuant to Sections 12.01(a), at (b) and (c) hereinabove. (i) In addition, Tenant shall pay to Landlord as an Additional Charge within ten (10) days after Tenant is sole cost billed therefor, the costs and expense, for expenses of all repairs, interior repairs and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseenreplacements, in and to the Premises and Project (including the Building Demised Premises) and the facilities and systems thereof, the need for which arises out of of (ai) the performance by or on behalf existence of Tenant of any Tenant’s Work or Alterations, , (bii) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, equipment, fixtures and other personal property in the Demised Premises, (ciii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property equipment, fixtures and other personal property in or out of the Buildingbuilding within which the Demised Premises is located, or or (div) the gross negligence act, omission, misuse, or willful misconduct neglect of Tenant or any of its subtenants subtenants, assignees, licensees or its or their employees, agents, contractors contractors, or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairsTenant shall not overload the electrical wiring serving the Demised Premises or within the Demised Premises, interior and exteriorprovided Landlord gives its prior written consent therefor, structural Landlord will install at Tenant’s sole cost and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to any additional electrical wiring which may be required in connection with Tenant’s operation of its business at the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable BuildingsDemised Premises.

Repairs and Maintenance. 13.01. Tenant shall, at its expense, throughout the term of this LeaseTerm, 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 hereof, and Tenant’s Property except as otherwise expressly provided in this LeaseSection 13.01. Subject to the provisions of Section 9.04 hereof, Article 19 relating to damage or destruction and except as otherwise provided for in this LeaseArticle 20 hereof relating to condemnation, Tenant shall be responsible, at is sole cost and expense, 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 of (a) the performance by or on behalf existence of Tenant of any Tenant’s Alterations, , (b) the installation, use or operation of any the property installed by or on behalf which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 and Tenant’s Property, (c) the moving of Tenant the property which is deemed Landlord’s pursuant to Section Sections 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof 12.02 and Tenant’s Property in or out of the Building, or (d) except to the gross negligence 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 willful misconduct 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. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere (except to a de minimis extent) with the use of the Building by other occupants; provided, but 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 xxxxx 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 required responsible for repairs to perform same on an overtime or premium pay basisreplacements 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 use provisions of said Section 9.04 are applicable to the repair in question and the cost of such overtime or premium pay labor would repair is covered by insurance required to be required under the Declaration if the owner of the Unit were performing such repairsmaintained 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 noticenotice (or following such earlier time as Landlord obtains actual knowledge of any such defective condition), Landlord shall comply with its obligations under Section 13.04 hereofremedy the conditions, but at the reasonable expense of Tenant if Tenant is responsible for same under the provisions of this Article 13, . Tenant shall reimburse Landlord for have the right, at its commercially reasonable out-of-pocket costs without profit or markup incurred in doing sosole 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 Leaselease (including, without limitation, Section 35.04), Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this Lease 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 repairs, alterations, additions, improvements or changes which Landlord is required or permitted by this Leaselease, 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, including, without limitation, the performance of provided that Landlord not shall be required to perform any such work on an overtime or premium-pay basis to (except in the extent required case of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), an emergency) unless Tenant requests same and Tenant shall reimburse reimburses Landlord for the incremental actual, incremental, reasonable, out-of-pocket costs incurred by Landlord in connection with performing such maintenance therewith or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of if Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease is otherwise required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant so pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandSection 13.04. (a) 13.04. Landlord shall, at its sole cost and expense, but subject to the provisions of this Lease lease (including, without limitation Section 13.01, (i) keep limitation, Article 3), keep, maintain, repair and maintain in good order replace the public portions, common areas and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and structural elements of the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is covered by insurance required to be carried by Tenant pursuant to Article 9, any damage to the responsibility 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 Condominium Board of Managers or Building and the FC Board of Managers under the Declaration. Landlord shallBuilding systems and facilities, at its expense, but subject to the provisions of this Leaseextent that such systems and facilities affect the Premises, clean in good working order, and Landlord shall operate the Building (including, without, limitation the common or public areas and facilities the Building systems and facilities), in a manner consistent with the operation of the Unita first-class, if any, 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 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 BuildingsBuildings 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.

Repairs and Maintenance. 13.01. Tenant shall(a) Subject to Section 4.6(g), should it become necessary in Lessor's sole discretion during the Term hereof to repair the structure of any buildings located on the Property (the "Buildings"), including but not limited to, the roof, exterior walls, floor slab, windows, exterior doors, HVAC (as defined hereinafter), plumbing or other building systems, in order to give effect to Lessee's rights hereunder, including but not limited to maintaining and ensuring future maintenance of the Property and the environment within the Property in accordance with the FDA's current Good Manufacturing Practices and applicable DEA regulations, or to maintain the Shared Areas in substantially the same condition as on the date hereof, Lessor shall make such repairs 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 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairswithin a reasonable time after notice to do so by Lessee, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to unless such repairs are required as the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf result of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants Lessee or its or their employees, agents, contractors employees or invitees. As used , and, in this Articlesuch cases, the term “repairs” such necessary repairs shall include replacements. All repairs in be made by Lessee or by Lessor at Lessee's sole cost and expense. (b) Subject to the Premises for which Tenant is responsible shall be promptly performed performance by Tenant in a manner which will not unreasonably interfere with the use Lessor of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord 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, Landlord shall comply with its obligations under Section 13.04 hereof4.6(a), but if Tenant is responsible for same under the provisions of this Article 13, Tenant Lessee shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 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 make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in keep the Premises, includingincluding all improvements and fixtures, without limitationin a good, clean and safe condition, in order to keep the performance same in substantially the same condition as on the date hereof, at all times during the Term of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstancesthis Agreement, upon Tenant’s request, Landlord and shall perform any maintenance or such repairs which would interfere with Tenant’s conduct as are required as the result of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord Lessee or any of its agents, contractors employees or employeesinvitees, in each case at Lessee's sole cost and expense. Lessee shall keep the equipment in good condition and repair at all times during the Term of this Agreement. (c) Lessee shall be responsible for the repair of all uninsured damage caused by Lessee, and all maintenance required as a result of the gross negligence or willful misconduct of Lessee, to the plumbing, electrical and other fixtures located within the Premises. (d) Lessee shall comply in all material respects with all laws, ordinances, orders and regulations of governmental authorities relating to Lessee's manner of use of the Premises and the actual conduct of Lessee's business. (e) Lessee shall promptly notify the Lessor in writing of any damage to or defects in the Premises, and of any injuries to persons or property which occur therein, of which Lessee had actual notice. (f) Lessee shall not take or fail to take any action which, as a direct result, increases the amount of Lessor's insurance premiums in relation to the Premises and will comply with all reasonable recommendations of Lessor's insurer with respect to any precautions concerning life and safety and against fire. Lessee hereby agrees to reimburse Lessor for any increase in Lessor's insurance premiums which directly result from Lessee's actions or inactions. (g) In the event that during the Term hereof any alteration, addition, repair, maintenance or other change to the Premises, or any portion thereof, is required to be made in connection with the enactment, amendment or repeal of any statute, ordinance, rule or regulation, including under FDA, DEA rules and regulations, or the rendering of any judicial or administrative decision increasing building standards above the standards existing on the date hereof, then and in that event: (iii) the failure of Landlord to observe if such repair, maintenance, alteration, addition or perform any change is required primarily by reason of the termsmanner or mode or character of Lessee's use of the Premises, covenants or conditions of Lessee shall have the right to terminate this Lease required Agreement by giving notice to observed or performed by LandlordLessor, in which case this Agreement shall terminate as of the date that is 90 calendar days after the date such incremental costs notice is given, and if Lessee does not elect to terminate this Agreement, then Lessee shall make such alteration, addition or change at Lessee's sole cost and expense and in compliance with the terms of this Agreement; (ii) subject to Section 4.7(c), if said repair, maintenance, alteration, addition or change is required for any other reason, including, but not limited to, a structural defect in or other condition relating to the Premises which was in existence as of the date hereof, then said alteration, addition or change shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder made at Lessor's sole cost and shall be paid to Landlord expense and within thirty (30) days after demanda commercially reasonable amount of time. (ah) Landlord shallLessor, its agents and representatives, may enter upon the Premises at its expenseany reasonable time and upon reasonable notice and without unreasonably interfering with Lessee's business, but subject to emergencies excepted, for the provisions purpose of this Lease includinginspecting the same, without limitation Section 13.01,or as otherwise required by any applicable law, rule or regulation or by Lessor in respect of security matters or for the Buildings' safety and protection. (i) keep and maintain in good order and Notwithstanding the foregoing provisions, if Lessee has actual knowledge of any condition requiring any immediate, urgent repair to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) Premises or requiring the Unit performance of any other urgent action, and any delay in the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen performance thereof may result in material loss or unforeseen, in and damage to the foregoing necessary or appropriate in order to keep Premises, Lessee shall have the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shallright, at its expenseoption, but subject to make such repairs or perform such act promptly without obtaining Lessor's prior approval if otherwise required hereunder. Any condition which shuts down any or all of Lessee's production on the provisions of this Lease, clean the common or public areas and facilities Premises shall de facto be a condition requiring urgent repair. Lessee shall as soon as practicable thereafter notify Lessor of the Unitfacts and shall be entitled to be reimbursed promptly for all its reasonable costs incurred in connection therewith, if anyprovided, it is not otherwise Lessee's responsibility under this Agreement to make said corrections. (j) Lessor shall have the right to contest or review by legal proceedings or in accordance any such other manner as Lessor deems suitable, any laws, ordinances and regulations requiring that Lessor perform a repair, provided that such right to contest shall not unreasonably disturb Lessee's use and operation of the Premises. Lessee shall cooperate with standards then prevailing for Comparable BuildingsLessor, execute such documents and perform such acts as may be reasonably required to effectively prosecute such contest or review, all at Lessor's sole cost and expense.

Repairs and Maintenance. 13.0117.01. Tenant shall, at its expensesubject to the provisions of Section 17.02 hereof, throughout the term of this LeaseTerm, take good care of the Demised Premises, the fixtures and appurtenances therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain the Demised Premises including without limitation all building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning (“HVAC”) systems (whether located in the interior of the Demised Premises or on the exterior of the Building) in a clean and orderly condition. Tenant shall keep and maintain in good order a clean and orderly condition all HVAC systems and any other mechanical or other systems exclusively serving the Demised Premises which are located in whole or in part outside of the Demised Premises. Tenant shall keep and maintain the roof above the Demised Premises and all exterior components of any windows, doors, loading bay doors and shelters serving the fixtures Demised Premises in a clean and improvements therein includingorderly condition. The phrase “keep and maintain” as used herein includes repairs, without limitation, replacement and/or restoration as appropriate. Tenant shall not permit or suffer any over-loading of the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Leasefloors of the Demised Premises. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, responsible for all repairs, interior and exterior, structural and non-structuralnonstructural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises Demised Premises, and the Building and (including the facilities and systems thereof, ) and the Common Areas the need for which arises out of of (a) the performance by or on behalf existence of Tenant of any Alterations, the Tenant’s Work or alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and the Tenant’s Property, Property in the Demised Premises, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and the Tenant’s Property in or out of the Building, or or (d) the gross negligence act, omission, misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in Upon request by Landlord, Tenant shall furnish Landlord with true and complete copies of maintenance contracts and with copies of all invoices for work performed, confirming Tenant’s compliance with its obligations under this Article. In the event Tenant fails to furnish such copies, Landlord shall have the term “right, at Tenant’s cost and expense, to conduct such inspections or surveys as may be required to determine whether or not Tenant is in compliance with this Article and to have any work required of Tenant performed at Tenant’s cost and expense. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be responsible for all repairs” , maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintenance of all sanitary and electrical fixtures and equipment therein. The Tenant shall also arrange for its own cleaning services and rubbish removal, subject to the right of Landlord, at Landlord’s option to perform such services and include replacementsthe cost of such services in Operating Expenses. All Tenant shall promptly make all repairs in or to the Demised Premises for which Tenant is responsible shall responsible, and any repairs required to be promptly performed made by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord notice of any defective condition in any plumbingmechanical, electrical, sanitary, heating, ventilating, 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13, Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing so. 13.03. Except as otherwise expressly provided in this Lease, 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 which Landlord is required or permitted by this Lease, or required by law, to make in or to the fixtures, equipment or appurtenances other systems of the Building or the Premises; provided, however, that Landlord shall make such repairs at such times and be performed only by contractor(s) approved in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed writing by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demand. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0117.01. Tenant shall, at its expense, throughout the term of this LeaseTerm, take good care of and maintain in good order and condition the Premises and Demised Premises, the fixtures and improvements therein appurtenances therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain all interior and exterior portions of the Demised Premises including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereofroof, except the roof deck, all Building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning ("HVAC") systems in a clean and orderly condition and in good order and repair. Tenant shall keep and maintain all floors, sidewalks, landscaping (including lawn areas), curbing, paving whether in driveways, parking areas or access easements. The phrase "keep and maintain" as otherwise expressly provided in this Leaseused herein includes repairs, replacement and/or restoration as appropriate. Subject to Tenant shall maintain the provisions exterior areas of Section 9.04 hereofthe Demised Premises free of accumulation of snow, ice, dirt and except as otherwise provided for in this Lease, rubbish. Tenant shall not permit or suffer any over-loading of the floors of the Building. Tenant shall be responsible, at is sole cost and expense, responsible for all repairs, interior and exterior, structural and non-structuralnonstructural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and Demised Premises, including the Building and Land and the facilities and systems thereof, the need for which arises out of of (a) the performance by or on behalf existence of Tenant of any Alterations, the Tenant's Work or alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and the Tenant’s Property, 's Property in the Demised Premises, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and the Tenant’s 's Property in or out of the Building, or or (d) the gross negligence act, omission, misuse or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in Upon request by Landlord, Tenant shall furnish Landlord with true and complete copies of maintenance contracts and with copies of all invoices for work performed, confirming Tenant's compliance with its obligations under this Article. In the event Tenant fails to furnish such copies, Landlord shall have the term “right, at Tenant's cost and expense, to conduct such inspections or surveys as may be required to determine whether or not Tenant is in compliance with this Article and to have any work required of Tenant performed at Tenant's cost and expense. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be responsible for all repairs” , maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintenance of all sanitary and electrical fixtures and equipment therein. Tenant shall include replacements. All promptly make all repairs in or to the Demised Premises for which Tenant is responsible shall responsible, and any repairs required to be promptly performed made by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02. Tenant shall give Landlord notice of any defective condition in any plumbingmechanical, electrical, sanitary, heating, ventilating, air-conditioning or ventilation system other systems of the Building shall be performed only by contractor(s) reasonably acceptable to Landlord. Any other repairs in or electrical lines located into the Building and the facilities and systems thereof for which Tenant is responsible may, at Landlord's option, be performed by Landlord at Tenant's expense. Landlord agrees to assign to Tenant the roof warranty, to the extent assignable. In the event that said roof warranty shall not be assignable, Landlord agrees that it shall, at the direction of Tenant and at no cost or expense to Landlord, enforce the same for the benefit of Tenant. In the event that any of Tenant's roof installations as part of Tenant's Work or otherwise, or Tenant's utilization, servicing or passing through maintenance of any of such installations, shall result in any roof puncture or roof penetration which would violate the Premises roof warranty or otherwise violate the roof warranty, Tenant shall be responsible, at its sole cost and expense, to keep and maintain the roof membrane, without benefit of which it has actual knowledgesuch roof warranty. 17.02. Following such noticeExcept as otherwise provided in Section 17.01 above, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is be responsible for same under the provisions structural integrity of this Article 13the Building (excluding, roof and roof deck) and shall, at its cost and expense, make all repairs and replacements to the structural elements thereof. For the purposes hereof structural shall mean footings, foundations, structural steel, exterior walls, and load bearing members. Notwithstanding anything contained in the immediately preceding sentence to the contrary, Tenant shall reimburse Landlord be responsible for its commercially reasonable outthe ordinary day-ofto-pocket costs without profit or markup incurred in doing soday maintenance and repairs to the exterior walls, including, but not necessarily limited to, painting, sealing, and re-pointing. 13.0317.03. Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenant, nor shall Tenant’s 's covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making 's doing any repairs repairs, maintenance, or changes which Landlord is required or permitted by this Lease, or required by lawLaw, to make in or to the fixtures, equipment or appurtenances any portion of the Building Building. 17.04. Tenant shall not permit or suffer the Premises; provided, however, that Landlord shall make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use overloading of the floors of the Demised Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employeesbeyond 250 pounds per square foot, or (ii) the failure of Landlord lesser amount as may be applicable to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandmezzanine area. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.0115.01 Tenant shall take good care of the Demised Premises. Tenant shallshall promptly, at its sole cost and expense, make all nonstructural repairs to the Demised Premises and the fixtures, equipment and appurtenances therein, including all Building systems and equipment therein to the extent same exclusively serve the Demised Premises or which have been installed or materially modified in any way by or on behalf of Tenant, as and when needed to preserve the Demised Premises (and all such fixtures, equipment and appurtenances) in good working order and condition, except for reasonable wear and tear. In addition, but subject to the provisions of Section 11.03 above, Tenant, at its expense, throughout shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the term of this Lease, take good care of and maintain in good order and condition the Demised Premises and the fixtures and improvements therein includingBuilding, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of required by reason of (ai) the performance by or on behalf existence of Tenant of any Alterations, Tenant's Work or Tenant's Changes, (bii) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, 's Property in the Demised Premises, (ciii) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s 's Property in or out of the Building, or (div) the gross negligence or willful misconduct act of Tenant or any of its subtenants or its or their employees, agents, agents or contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with (v) the use of any portion of the Building by other occupantsDemised Premises for a use that is not permitted under this lease. Notwithstanding the foregoing, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner that Tenant is obligated to perform any structural repairs to any portion of the Unit were performing Demised Premises or other portion of the Building (including the Terrace Area (as defined in Article 41 below) or is obligated to perform any repairs outside of the Demised Premises, Landlord, at its election, may perform such repairs. 13.02. Tenant shall give Landlord notice of any defective condition repairs on Tenant's behalf, 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, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions of this Article 13event, Tenant shall reimburse Landlord for the actual costs paid or incurred by Landlord to perform such repairs within fifteen (15) days after Landlord's request therefor, which request shall be accompanied by a reasonably detailed description of the repairs in question and the costs thereof. Except if required by the negligence or other fault of Landlord or its commercially reasonable out-of-pocket costs without profit employees, agents or markup incurred contractors, but subject to the provisions of Section 11.03 above and Landlord's obligation to perform the Window Work, Tenant, at its expense, shall replace all materially damaged glass in doing soor about the Demised Premises and shall be responsible for all repairs, maintenance and replacement of interior doors and wall and floor coverings in the Demised Premises and, for the repair and maintenance of all lighting fixtures therein. All repairs made by Tenant shall be made in accordance with Article 13 of this lease, as if such repairs were a Change, subject to Landlord's right to make such repairs on behalf of Tenant, as more particularly provided above. 13.03. 15.02 Landlord, at its expense, shall keep and maintain the Building and its systems and facilities serving the Demised Premises, including (subject to the provisions of Section 15.01 above) the Building HV systems (as defined in Section 17.02 below), provided same have not been modified by Tenant, and the public and common areas thereof in good working order, condition and repair, consistent with other first-class office buildings in the vicinity of the Building which are approximately the same size and same age as the Building. 15.03 Except as may otherwise be expressly provided in this Leaselease, 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, Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s , Tenant or others making or failing to make any repairs which or changes which, with respect to Landlord, Landlord is required or permitted by this Leaselease, or required by lawlaw to make, in or to make any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or appurtenances of the Building or the Demised Premises, provided that Landlord shall use due diligence in making any repairs and shall perform such repair work, except in case of emergency, at times reasonably convenient to Tenant and otherwise in such manner as will not materially interfere with Tenant's use of the Demised Premises; provided, however, that the foregoing shall not require Landlord shall make to perform any such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work or changes on an overtime or premium-pay premium time basis to except in the extent required case of a Unit Owner under an Abatement Event or, in Landlord's reasonable determination, actually threatens the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use health and safety of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any occupants of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandDemised Premises. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.019.1. Subject to the provisions of Section 12.6(a) Tenant shall, at its expense, throughout the term of this Lease, take good care of and maintain in good order and condition the Premises demised premises and the fixtures and improvements therein therein, including, without limitation, the property which is deemed LandlordTenant’s pursuant to Section 12.01 hereofProperty, except as otherwise expressly provided in the last sentence of this LeaseSection 9.1. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises demised premises, 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 any of the foregoing which arises out of of (a) the performance by Tenant or on behalf existence of Tenant of any Alterations, Alterations made by Tenant, (b) the installation, use or operation by Tenant of any the property installed which is deemed Landlord’s, pursuant to Section 8.10 hereof and Tenant’s Property, (c) the moving by or on behalf Tenant of Tenant the property which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 8.10 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or inviteesinvitees 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. As used Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and glass (but not the exterior windows) in this Articleand about the demised premises, including, without limitation, entrance doors and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the demised premises and for all the repair, maintenance and replacement of all horizontal portions of the systems and facilities of the Building within and exclusively serving the demised premises (save for the heating system), including, without limitation, the term “repairs” shall include replacementssanitary and electrical fixtures and equipment therein. All repairs in or to the Premises demised premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants; provided, but however, any repairs in and to the Building and the facilities and systems thereof 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 xxxxx outside the windows, and the windows are not part of the premises demised by this Lease and Landlord reserves all rights to such parts of the Building. Notwithstanding the foregoing provisions of this Section 9.1, Tenant shall not be required responsible for repairs to perform same on an overtime or premium pay basisreplacements of any structural elements of the Building, except if and to the extent the use of need for such overtime repairs or premium pay labor would be required under replacements arises from the Declaration if the owner matters set forth in clauses (a), (b), (c), (d) or (e) of the Unit were performing such repairssecond sentence of this Section 9.1 or from the negligence or willful misconduct of Tenant, its employees, agents or contractors. 13.029.2. Tenant shall give Landlord 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 demised premises of which it has actual knowledge. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereofremedy the conditions, but at the expense of Tenant if Tenant is responsible for same under the provisions of this Article 13, 9. 9.3. Tenant shall reimburse Landlord not place a load upon any floor of the demised premises exceeding the floor load per square foot area which is allowed by the Certificate of Occupancy for its commercially reasonable out-of-pocket costs without profit or markup incurred in doing sothe Building. 13.039.4. Business machines and mechanical equipment used by Tenant which cause vibration, noise, cold or heat that may be transmitted to the Building structure or to any leased space to such a degree as to be objectionable to any other tenant in the Building shall be placed and maintained by Tenant at its expense in settings of cork, rubber or spring type vibration eliminators sufficient to absorb and prevent such vibration or noise, or prevent transmission of such cold or heat. 9.5. Except as otherwise expressly provided in this Lease, Landlord there shall have be no allowance to Tenant for a diminution of rental value and no liability to Tenant, nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, on the part of Landlord by reason of any inconvenience, annoyance, interruption annoyance or injury to business arising from Landlord’s the making of any repairs which Landlord is required repairs, alterations, additions or permitted by this Lease, or required by law, to make improvements in or to the fixtures, equipment or appurtenances any portion of the Building or the Premises; provideddemised premises or in or to fixtures, however, that appurtenances or equipment thereof. Landlord shall make such repairs at such times and in such manner exercise reasonable diligence so as to minimize any interference with the conduct of Tenant’s business in the Premises, including, without limitation, the performance of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises during hours other than Business Hours of Business Days (as herein defined), and Tenant shall reimburse Landlord for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any of the terms, covenants or conditions of this Lease required to observed or performed by Landlord, in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within thirty (30) days after demandoperations. (a) Landlord shall, at its expense, but subject to the provisions of this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility of the Condominium Board of Managers or the FC Board of Managers under the Declaration. Landlord shall, at its expense, but subject to the provisions of this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.

Repairs and Maintenance. 13.01. Tenant shall, at its expense, throughout shall keep the term of this Lease, take good care of and maintain Premises in good order order, condition 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 hereof, except as otherwise expressly provided in this Lease. Subject to the provisions of Section 9.04 hereof, and except as otherwise provided for in this Lease, Tenant shall be responsible, at is sole cost and expense, for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance by or on behalf of Tenant of any Alterations, (b) the installation, use or operation of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, (c) the moving of any property installed by or on behalf of Tenant which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property in or out of the Building, or (d) the gross negligence or willful misconduct of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. As used in this Article, the term “repairs” shall include replacements. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not unreasonably interfere with the use of the Building by other occupants, but Tenant shall not be required to perform same on an overtime or premium pay basis, except if and to the extent the use of such overtime or premium pay labor would be required under the Declaration if the owner of the Unit were performing such repairs. 13.02repair. Tenant shall give Landlord prompt notice of any damage to or defective condition in any plumbingthe Premises. Except as provided in Sections 1, heating6, air-conditioning or ventilation system or electrical lines located in7, servicing or passing through the Premises of which it has actual knowledge. Following such notice, Landlord shall comply with its obligations under Section 13.04 hereof, but if Tenant is responsible for same under the provisions 8 and 14 of this Article 13Attachment 1, Tenant shall reimburse Landlord be responsible for its commercially reasonable out-of-pocket costs without profit or markup incurred all repairs, replacements and alterations in doing so. 13.03and to the Premises. Except as otherwise expressly provided in this Lease, Landlord shall have no liability to Tenantrepair, nor shall Tenant’s covenants replace 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 which Landlord is required or permitted by this Lease, or required by law, to make in or to the fixtures, equipment or appurtenances maintain those portions of the Building or which do not constitute a part of the Premises; providedPremises and are not leased to others (except as provided in Section 11 of this Attachment 1), however, and all Building systems (including those portions thereof that Landlord shall make such repairs at such times and in such manner as to minimize interference with the conduct of Tenant’s business in may be located within the Premises, including, without limitation, all HVAC, electrical, mechanical and plumbing systems) in compliance with all applicable laws and according to those standards from time to time prevailing for first-class (class “A”) office buildings of similar age, quality and type in the performance area in which the Building is located. All repairs, replacements and maintenance shall be performed with reasonable promptness and in a good and workmanlike manner. If any condition obligated to be repaired by Landlord, or the repair itself, causes an interruption of such work on an overtime or premium-pay basis to the extent required of a Unit Owner under the Declaration. Except in emergency circumstances, upon Tenant’s request, Landlord shall perform any maintenance or repairs which would interfere with Tenant’s conduct of business in or use of the Premises, or any portion thereof, for a period in excess of three (3) business days after notice from Tenant to Landlord that a default by Landlord exists under this Lease for a failure to repair and that the Premises during hours other than Business Hours of Business Days are unusable (as herein definedthe “Repair Notice”), and Tenant shall reimburse Landlord then commencing upon the expiration of such three (3) business day period, Tenant’s Rent will equitably xxxxx in proportion to the portion of the Premises so rendered unusable for the incremental costs incurred by Landlord in connection with performing such maintenance or repairs during such hours, unless the necessity for such maintenance or repairs shall arise from (i) the gross negligence or willful misconduct of Landlord so long as all or any of its agents, contractors or employees, or (ii) the failure of Landlord to observe or perform any portion of the terms, covenants or conditions of this Lease required Premises remains unusable. If any condition obligated to observed or performed be repaired by Landlord, or the repair itself, renders all or any portion of the Premises unusable for a period in which case such incremental costs shall be borne by Landlord. Any incremental costs required to be paid by Tenant pursuant to the preceding sentence shall constitute Additional Charges hereunder and shall be paid to Landlord within excess of thirty (30) days after demand. the Repair Notice, then commencing upon the expiration of such thirty (a30) Landlord shallday period, at its expense, but subject Tenant will have the right to the provisions of terminate this Lease including, without limitation Section 13.01, (i) keep and maintain in good order and condition to the standard then prevailing for comparable premium first-class midtown Manhattan office buildings (“Comparable Buildings”) the Unit and the Building Systems servicing same, and (ii) make all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the foregoing necessary or appropriate in order to keep the same in such condition, as set forth in clause (i) of this subsection 13.04(a), except to the extent same is the responsibility by delivering written notice of the Condominium Board termination to Landlord for so long as all or any portion of Managers or the FC Board of Managers under Premises remains unusable; provided, however, if such repair cannot be completed within such thirty (30) day period and Landlord diligently pursues the Declaration. completion thereof, Landlord shall, at its expense, but subject shall have an additional thirty (30) days to the provisions of complete such repair before Tenant shall have such right to terminate this Lease, clean the common or public areas and facilities of the Unit, if any, in accordance with standards then prevailing for Comparable Buildings.