Common use of LANDLORD'S REPAIRS AND MAINTENANCE Clause in Contracts

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall keep the foundation, outer walls, roof, structural portions of the Building, in good order, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolved.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at Landlord’s sole cost and expense, shall keep maintain, repair and replace, if necessary, the foundation, outer walls, roof, structural portions of the Building, in good order, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises roof and the Property in good order, condition exterior walls and repair and keep all base building systems to the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair extent they are not wholly within the Premises or any portion thereof, or exclusively dedicated to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3Notwithstanding the aforesaid, in the cost of event any such maintenance or repairs referenced in this Section 6.1 rendered necessary are caused by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees agents or licensees or invitees, then, subject to the waiver in Paragraph 19 below, Tenant shall reimburse to Landlord, as a result Additional Rent, the cost of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord all such maintenance and repairs within thirty (30) days after receipt of Landlord’s written demandinvoice for same. For purposes of this Paragraph, the term “exterior walls” shall not include windows, plate glass, office doors, dock doors, dock bumpers, office entries, or any exterior improvement made by Tenant. Landlord reserves the right to designate all sources of services in connection with Landlord’s obligations under this Lease. Tenant hereby grants to Landlord the extent not covered right to enter upon the Premises, at reasonable times, and upon reasonable notice, except in emergencies exclusively determined by Landlord, for the insurance required purpose of making inspections and/or repairs. Tenant shall have the duty to periodically inspect the Premises (as opposed to any portion of the Property outside the Premises) and notify Landlord should tenant observe a need for repairs or maintenance of any obligation to be carried hereunderperformed by Landlord under this Lease. If any condition in the Building or Premises constitutes an imminent threat to Upon receipt of Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1notice, Landlord shall remedy have a reasonable period of time to make such condition repairs or cause such condition to be remedied promptly maintenance taking into account the nature of the item and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), its impact on human health and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency business; however, it is expressly understood that Landlord’s liability with respect to exist, Tenant shall endeavor the failure or delay to give Landlord advance notice, but if make any such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant repairs or maintenance shall be entitled limited to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence the cost of such costsrepairs or maintenance. If Landlord shall fail to pay any sum to Tenant as required herein, The Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) make emergency repairs when necessary and to invoice the Landlord for reimbursement of Tenant’s monthly installments related costs payable within 30 days of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute receiving the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedinvoice.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall keep the foundation, outer walls, roof, structural portions of the Building, at Landlord's expense maintain in good order, first-class condition and repair, exclusive reasonable wear and tear excepted, the structural soundness of glass the roof, foundations, and exterior doors walls of the Building. The term "exterior walls" as used herein shall not include windows, glass or plate glass, doors, dock bumpers or dock plates, special store fronts or office entries. Landlord shall perform on behalf of Tenant and other tenants of the Project the maintenance of the public and common areas of the Project including, but not limited to, the landscaped areas, parking areas, driveways, sanitary and storm sewer lines, utilities services, HVAC systems, electric equipment (excluding Tenant's emergency electric generator(s) described in Paragraph 38.H. hereof) servicing the Building, exterior lighting, Project trash removal services, and anything which affects the operation and exterior appearance of the Project, which determination shall be at Landlord's reasonable discretion. Any damage caused by or repairs necessitated by any negligence or act of Tenant or Tenant's Parties may be repaired by Landlord at Landlord's option and Tenant's expense. Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same. Landlord's liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building, except thatas provided in Paragraph 24 or anywhere else in this Lease. By taking possession of the Premises, Tenant, subject to Section 12.3)Paragraph 2.B. of this Lease, and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property accepts them "as is," as being in good order, condition and repair and keep the same free condition in which Landlord is obligated to deliver them suitable for the Permitted Use and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements Tenant's intended operations in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous any notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice acceptance is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereaftergiven. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolved11.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall keep at Landlord's expense maintain in good repair, reasonable wear and tear excepted, the foundation, outer walls, structural soundness of the roof, structural portions foundations, and exterior walls of the Building. The term "exterior walls" as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Landlord shall also maintain and repair the Building Systems, Common Areas and Parking Areas, the cost of which shall be included in good orderOperating Expenses to the extent permitted under Paragraph 7. Any damage cause by or repairs necessitated by any negligence or act of Tenant or Tenant's parties may be repaired by Landlord at Landlord's option and Tenant's expense. Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, condition after which Landlord shall have a reasonable opportunity and repairthe right to enter the Premises at all reasonable times to repair same. Landlord's liability with respect to any defects, exclusive repairs, or maintenance for which Landlord is responsible under any of glass and exterior doors (except that, subject the provisions of this Lease shall be limited to Section 12.3)the cost of such repairs or maintenance, and there shall operatebe no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of repairs, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas alterations or improvements in or to any portion of the Premises and Premises, the Property Building or the Project or to fixtures, appurtenances or equipment in the Building, except as provided in Paragraph 24. By taking possession of the Premises, Tenant accepts them "as is" as being in good order, condition and repair and keep the same free condition in which Landlord is obligated to deliver them and clear of snow suitable for the Permitted Use and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements Tenant's intended operations in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous any notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice acceptance is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedgiven.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord agrees that it will make all repairs, replacements, and alterations to the leased property which Landlord is required to maintain as hereinafter set forth, and which may be necessary to maintain the same in good repair and condition, provided however, notwithstanding anything in this Lease to the contrary, Tenant, and not Landlord, shall keep make all repairs, replacements and alterations to the property which Landlord is required to maintain which may be required as the result of a default or failure of repairs, replacements, alterations or other improvements or installations made by Tenant. The property which Landlord is required to maintain consists of the structural parts of the Building of which the leased property is a part, including, without limitation, the foundation, outer roof, gutters, downspouts, exterior walls, roofwindow frames, structural portions door frames, slab floors and, to the extent not included in the foregoing, all utilities, conduits, fixtures and equipment serving the said Building but located outside of the Building, in good order, condition and repair, exclusive of leased property (but excluding all uninsured against plate glass and exterior doors doors), the walkways, curbs, landscaped areas and parking areas located on the parcel of land on which the Building of which the leased premises are a part is located. Such property shall be deemed to include part replacements (except that, subject to the provisions of Section 12.37. above), capital repairs and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas replacement of the Premises and the Property in good orderHVAC system, condition and repair and keep the same free and clear of snow and icepipes, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heatingplumbing system, ventilatingheating system, and air conditioning all other systems for which Tenant is not responsible servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Leaseleased premises. Except as set forth above or as otherwise provided in this LeaseIn addition thereto, Landlord shall have no other obligation will make any repairs to the property Tenant is required to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or that are required as a result of Tenant’s Landlord's negligence or failure to use repair the Premises property Landlord is required to maintain hereunder, excluding negligent acts by Tenant or Tenant's agents, invitees or employees. Notwithstanding the foregoing, it is agreed that Tenant shall pay to Landlord, as additional rent for said premises, such sum of money as represents 9.3048% of the amounts reasonably expended or incurred by the organization of unit owners of the Condominium (or Landlord acting in accordance with its stead) in maintaining and routine repairing all said walkways, curbs, parking areas and landscape areas referred to in the terms of this Leaseimmediately preceding paragraph, excluding replacements and capital improvements. Such additional rent shall be reimbursed payable by Tenant to Landlord not more than semi-annually, within thirty (30) days of Landlord’s written demandbilling by Landlord therefor. In connection with the percentage named in the preceding paragraph, to the extent Landlord warrants that the leased premises represents not covered less than 9.3048% of the total percentage interest of ownership of the Condominium, as such is established by the insurance required to be carried hereunder. If any condition in terms and Provisions of the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt Declaration of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedBrookview Industrial Condominium.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall keep the roof, roof membrane, foundation, outer exterior walls, roofwindows, structural portions of window seals, Common Areas, electrical systems, HVAC systems, plumbing systems, fire suppression systems, fire alarm systems and all common sewer and utility lines located outside the BuildingPremises, in good orderorder and repair consistent with Class A buildings in the Pittsburgh metropolitan area and in compliance with all applicable laws, condition and in a tenantable, safe condition. Landlord shall be responsible for the repair, exclusive of glass and exterior doors (except that, subject to Section 12.3)maintenance, and shall operate, manage replacement of light bulbs and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of lighting fixtures located within the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year periodPremises, with Tenant paying such costs and expenses being the annual amortized portion responsibility of such cost during the term of this LeaseTenant. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain maintain, replace, or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or other improvements in located within the Premises, the maintenance of which is and shall be the responsibility of Tenant. Subject to Notwithstanding the obligation of Landlord under this Section 12.311.1, Tenant shall be responsible for the cost of any and all damage and / or repairs referenced in this Section 6.1 rendered necessary by arising from the negligence or willful misconduct of Tenant or any of the Tenant Parties. Landlord shall have no obligation to make any repairs unless and until Tenant notifies Landlord in writing of the necessity thereof, in which event Landlord shall have reasonable time in which to make such repairs; however, Tenant may notify Landlord verbally of any emergency repairs or any minor, routine or day-to-day repairs which need to be made. Landlord covenants to use commercially reasonable efforts to implement repairs, alterations, additions or improvements (including, without limitation, any work related to the initial construction of the Building) in a timely and expeditious manner and covenants to take reasonable steps to minimize disruption and interference with Tenant’s agentsoperations in the Premises. Provided Landlord reasonably complies with the preceding sentence, employeesLandlord shall not be liable by reason of any inconvenience, invitees injury to, or licensees interference with Tenant's business arising from the making of any repairs, alterations, additions or as a result of improvements in or to the Premises or the Property and Office Unit or to any appurtenances or equipment therein. Prior to commencing any such repairs, alterations, additions, or improvements that are reasonably anticipated to be disruptive to Tenant’s failure business operations within the Premises, Landlord will provide Tenant with notice prior to use the Premises commencement of such work. No prior notice shall be required for any repairs completed during an ongoing emergency. There shall be no abatement of Rent because of such repairs, alterations, additions, or improvements except as specifically set forth in accordance with the terms Section 8 of this Lease, shall be reimbursed . To the extent requested by Tenant and subject to scheduling limitations, Landlord within thirty (30) days of Landlordshall use commercially reasonable efforts, at Tenant’s written demandexpense, to perform such work at times other than during the extent not covered by the insurance normal Business Hours if reasonably required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat avoid disruption to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and business operations in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Premises. Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant additional costs incurred for the completion of any such maintenance or repairs after normal Building Hours as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Additional Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedhereunder.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at its own cost and expense (except to the extent included within Operating Expenses), shall keep maintain in good repair, reasonable wear and tear excluded, (i) the foundation, outer walls, roof, structural portions slab and foundation of the Building, in good order(ii) the structural soundness of the exterior walls and supports of the Building, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, iii) the parking facilities, common areas and other exterior areas of the Premises and (iv) the Property in good orderplumbing, condition pipes and repair and keep conduits located within the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in Project but outside the Premises. Subject to Section 12.3The term "walls" as used herein shall not include windows, glass or plate glass, any doors, special store fronts or office entries, and the cost term "foundation" as used herein shall not include loading docks. Tenant shall promptly give Landlord written notice of defect or need for repairs. Landlord shall cure such defects or complete its required repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days after receipt of Landlord’s written demandnotice from Tenant of such defects or the need for such repairs, to the extent provided that if such cure or repairs cannot covered by the insurance required to reasonably be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1completed within such 30-day period, Landlord shall remedy not be required to complete such condition cure or cause repairs within such condition 30-day period so long as it commences to be remedied promptly cure same within such 30-day period and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in diligently pursues the event same to completion. If Landlord fails to do so, Tenant may elect commence any repairs which it is obligated to take action hereunder immediately with simultaneous notice make pursuant to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs this paragraph 3 within thirty (30) days after receipt of Tenant’s 's written demanddemand for the same, together or fails to complete such repairs in accordance with copies the preceding sentence of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required hereinthis paragraph 3, Tenant shall have the right to offset complete such sum against Fixed Rentrepairs on Landlord's behalf, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if in which event Landlord shall promptly reimburse Tenant in good faith dispute the exercise of such rights by Tenant and/or the amount of the reasonable, actual cost of such repairs, so long as Tenant provides Landlord with written invoices and other documentation evidencing the amount of such costs and, if Landlord does not so reimburse Tenant within thirty (30) days after demand therefor, Tenant shall receive a credit against its next accruing obligations for Base Rental under this Lease for such amounts, but Landlord shall be liable for such reimbursement or credit only to the extent such costs would not be included in Operating Expenses. Notwithstanding the foregoing provisions of this paragraph 3, upon the occurrence of an emergency need for repairs to any portion of the Premises for which Landlord would otherwise be responsible hereunder, the party first becoming aware of such emergency shall immediately notify the other of the nature of the needed repair, whereupon Tenant claims reimbursement and Landlord shall reasonably cooperate with each other to agree upon the most expeditious and cost effective means to accomplish the needed repairs and to prevent and remedy damages to the Premises and the personal property situated therein. Without limiting the generality of the foregoing, Tenant and Landlord shall each have the right to take whatever immediate action they may reasonably deem necessary to protect any person from injury or to protect the Premises and Tenant's inventory and equipment therein from further damage. For purposes of this paragraph 3, "emergency need for repairs" means any damage to, failure of or needed repair to any portion of the Premises, the Building, or the Project that poses an immediate threat to the safety of any person or material damage to Tenant's inventory or equipment within the Premises. Unless otherwise expressly stipulated herein, no such offset Landlord shall not be permitted until such dispute is resolvedrequired to make any improvements or repairs of any kind or character on or to the Property, or any portion thereof, during the term of this Lease.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall keep maintain, repair, and replace, at Landlord’s expense, the foundation, outer walls, roof, exterior and structural portions elements of the Building, in good orderincluding the roof, condition and repairwalls, exclusive the structural integrity of glass and exterior doors (except thatthe foundation, subject to Section 12.3)parking areas, and shall operatedriveways, manage and maintain all groundsalleys, landscaping, parking facilitieslighting, common areas and other exterior areas of the Premises and the Property in good orderBuilding fire sprinkler system, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair components of the heating, ventilatingventilation, and air conditioning systems servicing (the Premises (“HVAC”) as required units serving the office portion of the Premises, any exterior louvers or ventilation fans for typical warehouse air changes, and any heating and/or evaporative cooler systems serving the warehouse portion of the Premises which may exist (the “Warehouse Units”), and the below slab water and sewer lines, in good working order, excluding reasonable wear and tear and uninsured damages caused by Section 6.2 belowTenant, if its employees, agents, contractors, invitees, subtenant’s and assignees. Notwithstanding the foregoing to the contrary, Landlord’s obligation with respect to the HVAC must be replacedand Warehouse Units as provided above shall expressly exclude any heating, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereofventilation, or to furnish any services or facilities, or to make any alterations or improvements air conditioning systems installed by Tenant in the Premises. Subject , any specialty HVAC systems (including but not limited to Section 12.3IT room supplemental HVAC or which are necessary for temperature controlled product), and any air conditioning systems serving the cost warehouse portion of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises other than the evaporative cooler systems as provided above. In addition to the foregoing, if customary in accordance with the terms of this Leasemarket where the Project is located, Landlord, at Landlord’s expense, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, provide snow removal for the Project to the extent not covered by applicable under the insurance required to be carried hereunder. If any condition local conditions, and parking lot sweeping at the Project in a manner consistent with owners of similar buildings and projects in the market where the Building is located. The term “walls” as used in this Paragraph shall not include windows, glass or Premises constitutes an imminent threat to Tenant’s electronic plate glass, doors or computer equipment overhead doors, dock bumpers, or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition dock plates or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, levelers. Tenant shall endeavor use commercially reasonable efforts to promptly give Landlord advance notice, but if such written notice is not reasonable under the circumstances, shall give notice of any repair required by Landlord pursuant to Landlord as soon as practicable thereafterthis Paragraph. In the event that Tenant remedies such of an emergency (being defined as an imminent threat, Tenant shall be entitled threat of personal injury to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of employees, or material damage to Tenant’s written demand, together with copies of paid invoices equipment or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant property at the Premises, or a material and adverse impact on Tenant’s operations as required hereinthe Premises), Tenant shall have the right to offset make such sum against Fixed Renttemporary, emergency repairs to the roof, foundation, floors and exterior walls of the building of which the Premises are a part, or the roof membrane, skylights, roof vents, drains and downspouts of the Project, and the exterior and under slab utility systems for the Project, as may be reasonably necessary to prevent such material damage to the equipment or property of Tenant situated in the Premises, or such personal injury to Tenant’s employees, or a material and adverse impact on Tenant’s operations as the Premises, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, Tenant has no reasonable alternative and (ii) if Landlord shall has notified or attempted in good faith dispute the exercise to notify Landlord’s representative of such rights emergency by telephone (with subsequent written notice as soon as practicable). The provisions of this paragraph do not constitute an authorization by Landlord for Tenant to enter the premises of any other tenant of the Project, and Tenant has not been designated as Landlord’s agent for the purposes of any such entry. Landlord shall reimburse Tenant for the reasonable, out-of-pocket costs incurred by Tenant and/or in making such emergency repairs to the roof, foundation or exterior walls, as applicable, up to (but not to exceed) $[***] with respect to each such occurrence, within thirty (30) days after submission by Tenant to Landlord of an invoice therefore, accompanied by reasonable supporting documentation for the costs so incurred. In the event Landlord fails or refuses to reimburse Tenant for such costs within such thirty (30) day period and Tenant brings an action for recovery of such amounts from Landlord as provided for in this Lease, then Tenant shall be entitled to recover, in addition to the amount of which such costs, interest on such amounts from the date incurred by Tenant claims reimbursement hereinuntil recovered from Landlord, no at the rate provided in Paragraph 37(k) of this Lease, and the reasonable attorneys’ fees and other costs of court incurred by Tenant in pursuing such offset shall be permitted until such dispute is resolvedaction.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord A Structural Repairs Landlord, at its own cost and expense (without any pass through to Tenant), shall keep maintain in a condition consistent with similar buildings in similar locations in Austin, Texas, the foundation, outer walls, roof, foundation and the structural portions soundness of the Building, exterior walls of the Building in good order, condition and repair, exclusive of reasonable wear and tear excluded. The term “walls” as used herein shall not include windows, glass and exterior doors (except thator plate glass, subject to Section 12.3)any doors, special store fronts or office entries, and the term “foundation” as used herein shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined)not include loading docks. Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises shall immediately give Landlord written notice (“HVACTenant Repair Notice”) as required by Section 6.2 belowof defect or need for repairs, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, after which Landlord shall have no other obligation reasonable opportunity to effect such repairs or cure such defect Landlord agrees to commence the repairs not later than five (5) days after receipt of a Tenant Repair Notice. In the event of an emergency, Tenant shall have the right to immediately undertake repairs which are Landlord’s responsibility and to notify Landlord after the repairs have been undertaken If Landlord fails to immediately and diligently undertake to repair or maintain or repair the Premises or any portion thereofwithin five (5) days after receipt of a Tenant Repair Notice, or if Tenant undertakes emergency repairs as provided herein, Tenant may perform the repairs or maintenance and, in addition to furnish any services other remedies Tenant may have at law or facilitiesin equity, or to make any alterations or improvements in Tenant may xxxx Landlord for the Premisescosts of the repairs and maintenance. Subject to Section 12.3, In the cost of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to event that Landlord has not paid such xxxx within thirty (30) days of Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether the invoice or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute negotiating with Tenant with respect to whose responsibility the exercise of repairs were, then Tenant may deduct such rights by Tenant and/or costs from the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedrent next coming due.

LANDLORD'S REPAIRS AND MAINTENANCE. Except for maintenance, repairs and/or replacements required due to the acts, omissions and/or negligence of Tenant or any Tenant Party, and unless Tenant is otherwise expressly obligated under the terms and conditions of this Lease to maintain, repair and/or replace the same, provided that Tenant’s right to possession of the Premises has not been terminated, Landlord shall keep will, at its sole cost and expense subject to reimbursement to the extent permitted by Paragraph 8 of this Lease, (i) maintain, repair and, if necessary, replace (1) the foundation, outer the exterior walls, roof, structural portions and the exterior roof of the BuildingBuilding (collectively, in good order, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3the “Base Building Components”), and (2) all Building utilities systems and equipment owned or leased by Landlord which do not exclusively serve any space at the Complex utilized by an occupant thereof other than Landlord (such utilities systems and equipment are herein collectively referred to as the “Landlord-Maintained Systems/Equipment”), (ii) maintain the structural integrity of all interior load bearing walls and all exterior walls, (iii) maintain, clean and repair the Common Areas (if any such maintenance, repairs and/or replacements is/are performed/completed due to acts, omissions and/or negligence of Tenant or any Tenant Party, Tenant shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas pay to Landlord the amount of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid costs incurred by Landlord and amortized over a in connection therewith within ten (10) year perioddays after Tenant’s receipt of an invoice or invoices therefor), with Tenant paying and (iv) replace, as necessary, all building standard fluorescent bulbs utilized in the annual amortized portion of such cost during the term of this LeaseOffice Space and Shop Space. Except as set forth above or as otherwise provided in Paragraph 14 below, there shall be no abatement of rent or liability to Tenant on account of any injury or interference with Tenant’s business with respect to any improvements, alterations or repairs made by Landlord to the Complex or any part thereof. Tenant expressly waives the benefits of any Law now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord’s expense or to terminate this LeaseLease because of Landlord’s failure to repair or maintain any Base Building Components, any Landlord-Maintained Systems/Equipment or the Common Areas. Tenant shall immediately give Landlord written notice of defect or need for repairs, after which Landlord shall have no other obligation reasonable opportunity to maintain repair same or repair cure such defect. Landlord’s liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the Premises or any portion thereof, or provisions of this Lease shall be limited to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of such repairs referenced in this Section 6.1 rendered necessary by or maintenance or the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence curing of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolveddefect.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at Landlord’s sole cost and expense, shall keep maintain, repair and replace, if necessary, the foundation, outer walls, roof, structural portions of the Buildingroof, foundation and the exterior walls. Notwithstanding the aforesaid, in good order, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine event any such maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary are caused by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees agents or licensees or invitees, Tenant shall reimburse to Landlord, as a result Additional Rent, the cost of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord all such maintenance and repairs within thirty (30) days after receipt of Landlord’s written demandinvoice for same. For purposes of this Section, the term “exterior walls” shall not include windows, plate glass, window and door frames, outside lighting, office doors, dock doors, dock bumpers, office entries or any exterior improvement made by Tenant. Landlord reserves the right to designate all sources of services in connection with Landlord’s obligations under this Lease. As also provided in Section 11 hereof, Tenant hereby grants to Landlord the extent not covered right to enter upon the Premises, at reasonable times, and upon reasonable notice, except in emergencies exclusively determined by Landlord, for the insurance purpose of making inspections and/or repairs and in order to carry out or enforce any provision of this Lease. Tenant shall have the duty to periodically inspect the Premises and notify Landlord should Tenant observe a need for repairs or maintenance of any obligation required to be carried hereunderperformed by Landlord under this Lease. If any condition in the Building or Premises constitutes an imminent threat to Upon receipt of Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1notice, Landlord shall remedy have a reasonable period of time to make such condition repairs or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant)maintenance. Notwithstanding the foregoing, and in the event if Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to perform an obligation of Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not within a reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required hereintime, Tenant shall have the right to offset perform such sum against Fixed Rentobligation on behalf and at the expense of Landlord, provided that the cost of which performance by Tenant, together with interest thereon at the rate of 18% annually from the date of such expenditure, shall be payable by Landlord to Tenant, upon demand. Furthermore, in the event any essential services directly supplied by Landlord to or for the Premises are interrupted, Tenant shall be entitled to an abatement of Base Rent and Additional Rent beginning on the tenth consecutive business day, after tenant has notified Landlord in writing of such interruption. The abatement shall end when the services are restored. Tenant shall have the option to terminate this Lease if the interruption unreasonably interferes with Tenant’s use of or access to the Premises for at least sixty (60) consecutive days after tenant has notified Landlord in writing of such interruption. Landlord shall not be liable for, and Landlord is hereby released and relieved from, all claims and demands of any kind by reason of or resulting from damage or injury to any person or property of Tenant or any other party, directly or indirectly caused by (i) such offset shall not exceed twenty-five percent (25%) dampness, water, rain or snow, in any part of Tenant’s monthly installments the Leased Premises or in any part of Fixed Rent until paidany other property of Landlord or of others, and and/or (ii) if falling plaster, steam, gas, electricity, or any leak or break in any part of the Leased Premises or from any pipes, appliances or plumbing or from sewers or the street or subsurface or from any other place or any part of any other property of Landlord shall or of others or in good faith dispute the exercise pipes of such rights by Tenant and/or the amount of which Tenant claims reimbursement hereinplumbing or heating facilities thereof, no such offset shall be permitted until such dispute is resolvedmatter how caused.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at Landlord's sole cost and expense, shall keep maintain, repair and replace, if necessary, the foundation, outer walls, roof, structural portions of the Buildingbuilding located on the Premises, including but not limited to the roof, floors, exterior walls, gutters, downspouts and to the extent required to maintain the weather tight integrity of the same. Notwithstanding the aforesaid, in good orderthe event any such maintenance or repairs are caused by the negligence of Tenant or Tenant's employees, condition and repairagents or invitees, exclusive of glass and exterior doors (except thatTenant shall reimburse to Landlord, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3Additional Rent, the cost of all such maintenance and repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether Landlord's invoice for same. For purposes of this Section, the term "exterior walls" shall not include windows, plate glass, office doors, dock doors, dock bumpers, office entries, or not from any exterior improvement made by Tenant). Landlord reserves the right to designate all sources of services in connection with Landlord's obligations under this Lease. Tenant hereby grants to Landlord the right to enter upon the Premises, at reasonable times during normal business hours, and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance upon reasonable notice, but if such notice is not reasonable under except in emergencies exclusively determined by Landlord, for the circumstances, shall give notice to Landlord as soon as practicable thereafterpurpose of making inspections and/or repairs. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right duty to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) periodically inspect the Premises and notify Landlord should Tenant observe a need for repairs or maintenance of any obligation to be performed by Landlord under this Lease. Upon receipt of Tenant’s monthly installments of Fixed Rent until paid's notice, and (ii) if Landlord shall in good faith dispute have a reasonable period of time to make such repairs or maintenance; however, it is expressly understood that Landlord's liability with respect to the exercise failure or delay to make any such repairs or maintenance shall be limited to the cost of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedrepairs or maintenance.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at its own cost and expense (except to the extent included within Operating Expenses), shall keep maintain in good repair, reasonable wear and tear excluded, (i) the foundation, outer walls, roof, structural portions slab and foundation of the Building, in good order(ii) the structural soundness of the exterior walls and supports of the Building, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, iii) the parking facilities, common areas and other exterior areas of the Premises and (iv) the Property in good orderplumbing, condition pipes and repair and keep conduits located within the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in Project but outside the Premises. Subject to Section 12.3The term "walls" as used herein shall not include windows, glass or plate glass, any doors, special store fronts or office entries, and the cost term "foundation" as used herein shall not include loading docks. Tenant shall promptly give Landlord written notice of defect or need for repairs. Landlord shall cure such defects or complete its required repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord within thirty (30) days after receipt of Landlord’s written demandnotice from Tenant of such defects or the need for such repairs, to the extent provided that if such cure or repairs cannot covered by the insurance required to reasonably be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1completed within such 30-day period, Landlord shall remedy not be required to complete such condition cure or cause repairs within such condition 30-day period so long as it commences to be remedied promptly cure same within such 30-day period and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in diligently pursues the event same to completion. If Landlord fails to do so, Tenant may elect commence any repairs which it is obligated to take action hereunder immediately with simultaneous notice make pursuant to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs this paragraph 3 within thirty (30) days after receipt of Tenant’s 's written demanddemand for the same, together or fails to complete such repairs in accordance with copies the preceding sentence of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required hereinthis paragraph 3, Tenant shall have the right to offset complete such sum against Fixed Rentrepairs on Landlord's behalf, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if in which event Landlord shall promptly reimburse Tenant in good faith dispute the exercise of such rights by Tenant and/or the amount of which the reasonable, actual cost of such repairs, so long as Tenant claims reimbursement hereinprovides Landlord with written invoices and other documentation evidencing the amount of such costs and, no if Landlord does not so reimburse Tenant within thirty (30) days after demand therefor, Tenant shall receive a credit against its next accruing obligations for Base Rental under this Lease for such offset amounts, but Landlord shall be permitted until liable for such dispute is resolvedreimbursement or credit only to the extent such costs would not be included in Operating Expenses. Notwithstanding the foregoing provisions of this paragraph 3, upon the occurrence of an emergency need for repairs to any portion of the Premises for which Landlord would otherwise be responsible hereunder, the party first becoming aware of such emergency shall immediately notify the other of the nature of the needed repair, whereupon Tenant and Landlord shall reasonably cooperate with each other to agree upon the most expeditious and cost effective means to accomplish the needed repairs and to prevent and remedy damages to the Premises and the personal property situated therein. Without limiting the generality of the foregoing, Tenant and Landlord shall each have the right to take whatever immediate action they may reasonably deem necessary to protect any person from injury or to protect the Premises and Tenant's inventory and equipment therein from further damage. For purposes of this paragraph 3, "emergency need for repairs" means any damage to, failure of or needed repair to any portion of the Premises, the Building, or the Project that poses an immediate threat to the safety of any person or material damage to Tenant's inventory or equipment within the Premises. Unless otherwise expressly stipulated herein (including the Work Letter), Landlord shall not be required to make any improvements or repairs of any kind or character on or to the Property, or any portion thereof, during the term of this Lease.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall keep maintain, repair, and replace, at Landlord’s expense, the foundation, outer walls, roof, exterior and structural portions elements of the Building, in good order, condition and repair, exclusive of glass and exterior doors including the roof (except that, subject to Section 12.3including the roof membrane), and shall operatewalls, manage and maintain all groundsthe structural integrity of the foundation, the structural elements of the floor slab, parking areas, truck apron, driveways, alleys, landscaping, parking facilitieslighting, common areas and other exterior areas of the Premises and the Property in good orderBuilding fire sprinkler system, condition and repair and keep the same free and clear of snow and icefire pump, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair components of the heating, ventilatingventilation, and air conditioning systems servicing (the Premises (“HVAC”) as required units serving the office portion of the Premises, any exterior louvers or ventilation fans for typical warehouse air changes, and any heating and/or evaporative cooler systems serving the warehouse portion of the Premises which may exist (the “Warehouse Units”), and the below slab water and sewer lines, in good working order, excluding reasonable wear and tear and uninsured damages caused by Section 6.2 belowTenant, if its employees, agents, contractors, invitees, subtenant’s and assignees. Notwithstanding the foregoing to the contrary, Landlord’s obligation with respect to the HVAC must be replacedand Warehouse Units as provided above shall expressly exclude any heating, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereofventilation, or to furnish any services or facilities, or to make any alterations or improvements air conditioning systems installed by Tenant in the Premises. Subject , any specialty HVAC systems (including but not limited to Section 12.3IT room supplemental HVAC or which are necessary for temperature controlled product), and any air conditioning systems serving the cost warehouse portion of repairs referenced in this Section 6.1 rendered necessary by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees or licensees or as a result of Tenant’s failure to use the Premises other than the evaporative cooler systems as provided above. In addition to the foregoing, if customary in accordance with the terms of this Leasemarket where the Project is located, Landlord, at Landlord’s expense, shall be reimbursed by Tenant to Landlord within thirty (30) days of Landlord’s written demand, provide snow removal for the Project to the extent not covered by applicable under the insurance required to be carried hereunder. If any condition local conditions, and parking lot sweeping at the Project in a manner consistent with owners of similar buildings and projects in the market where the Building is located. The term "walls" as used in this Paragraph shall not include windows, glass or Premises constitutes an imminent threat to Tenant’s electronic plate glass, doors or computer equipment overhead doors, dock bumpers, or inventory and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition dock plates or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, levelers. Tenant shall endeavor use commercially reasonable efforts to promptly give Landlord advance notice, but if such written notice is not reasonable under the circumstances, shall give notice of any repair required by Landlord pursuant to Landlord as soon as practicable thereafterthis Paragraph. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolved.[***]

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at Landlord’s sole cost and expense, shall keep maintain, repair and replace, if necessary, the foundation, outer walls, roof, the structural portions of the foundation of the Building, in good order, condition and repair, exclusive the roof of glass and exterior doors (except that, subject to Section 12.3)the Building, and shall operate, manage the exterior walls of Building and maintain all grounds, landscaping, parking facilities, perform the common areas and other exterior areas of area maintenance hereinabove described. Notwithstanding the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and iceaforesaid, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine the event any such maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary are caused by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees agents or licensees or invitees, Tenant shall reimburse to Landlord, as a result Additional Rent, the cost of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord all such maintenance and repairs within thirty (30) days after receipt of Landlord’s written demandinvoice for same. For purposes of this Paragraph, the term “exterior walls” includes windows and plate glass, but shall not include office doors, dock doors, dock bumpers, office entries, or any exterior improvement made by Tenant. In addition to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1foregoing, Landlord shall remedy such maintain the common areas (excluding the Premises) in a manner consistent with other Class A buildings of comparable size, age condition or cause such condition to be remedied promptly and quality located in any event within two (2) days after receipt of notice thereof (whether or not from Tenant)the Raleigh-Durham market, and in the event Landlord fails to do so, costs thereof shall be payable by Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord as Additional Rent the extent of Tenant’s action Pro-Rata Share subject to the terms, conditions, qualifications and if exclusions set forth in Section 4(b) above. Landlord reserves the right to designate all sources of services in connection with Landlord’s obligations under this Lease. Landlord shall enter into a regularly scheduled preventive maintenance/service contract with one or more maintenance contractors selected by Landlord from time to time for the maintenance of the roof of the Building and the common areas of the Project. Landlord shall also maintain, repair and replace (as needed) all Exterior Amenities in a manner consistent with amenities found in comparable Class A flex space projects. Such Exterior Amenities are for the exclusive use and benefit of the Tenant reasonably believes an emergency to existand its invitees, unless Landlord and Tenant expressly agree in writing that such Exterior Amenities shall be available for the use by other tenants in the Project. During such time that the Tenant has the exclusive use of the Exterior Amenities, Tenant shall endeavor to give Landlord advance noticebe responsible for 100% of the costs of such Exterior Amenities, but if and such notice is costs shall not reasonable under the circumstances, shall give notice to Landlord be treated as soon as practicable thereafterCAM. In the event that Landlord and Tenant remedies have agreed that such imminent threatExterior Amenities are available for the use by other tenants, Tenant the costs of such Exterior Amenities shall be entitled treated as a CAM expense, to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costsbe prorated as described above. If Landlord shall fail have no obligations with respect to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedInterior Amenities.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall shall, at its sole cost and expense, keep in good condition and repair the foundation, outer walls, roof, structural portions of the roof and other structural parts of the Building. Tenant expressly waives the benefits of any statute, including Civil Code Sections 1941 and 1942, which would afford Tenant the right to make repairs at Landlord’s expense or to terminate this Lease due to Landlord’s failure to keep the Building in good order, condition and repair. In performing any work in, exclusive of glass and exterior doors (except thaton or around the Building or the Property, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and iceLandlord, in each case its sole discretion, shall determine the manner in accordance which such work is to be performed and, in connection with such work, shall have the right to erect scaffolding and take all Legal Requirements (other measures as hereinafter defined)Landlord, in its sole discretion, deems necessary or appropriate. Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation liability to maintain Tenant for any damage, inconvenience or repair interference with the use of the Premises by Xxxxxx as the result of Landlord performing any maintenance, repair or other work in, on or around the Building or the Property. Except with respect to fire and other casualties within the scope of Section 11.4 [Waiver of Subrogation], if any portion thereof, or part of the Premises required to furnish any services or facilities, or be maintained by Landlord pursuant to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary 9.2 is damaged or otherwise compromised by the excessive use, misuse or negligence or willful misconduct of Tenant or Tenant’s agentssubtenants, employeesguests or invitees, invitees or licensees or as a result of then, with Landlord’s prior written consent, Tenant shall perform such obligations at Tenant’s failure to use the Premises in accordance with the terms of this Leasesole cost and expense; alternatively, shall be reimbursed by Tenant to Landlord within thirty (30) days of at Landlord’s written demand, to the extent not covered by the insurance required to be carried hereunder. If any condition in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1election, Landlord shall remedy perform such condition or cause such condition to be remedied promptly work and in any event within two Tenant shall pay the cost thereof no later than ten (210) days after receipt of notice thereof (whether or not from Tenant), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threat, Tenant shall be entitled to reimbursement from Landlord for Tenant’s reasonable out-of-pocket costs within thirty (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights demand by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolvedLandlord.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord Landlord, at Landlord’s sole cost and expense, shall keep maintain, repair and replace, if necessary, the foundation, outer walls, roof, the structural portions of the Buildingroof and the exterior walls. Notwithstanding the aforesaid, in good order, condition and repair, exclusive of glass and exterior doors (except that, subject to Section 12.3), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine event any such maintenance and repair of the heating, ventilating, and air conditioning systems servicing the Premises (“HVAC”) as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this Lease, Landlord shall have no other obligation to maintain or repair the Premises or any portion thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, the cost of repairs referenced in this Section 6.1 rendered necessary are caused by the negligence or willful misconduct of Tenant or Tenant’s agents, employees, invitees agents or licensees or invitees, Tenant shall reimburse to Landlord, as a result Additional Rent, the cost of Tenant’s failure to use the Premises in accordance with the terms of this Lease, shall be reimbursed by Tenant to Landlord all such maintenance and repairs within thirty (30) days after receipt of Landlord’s written demandinvoice for same. For purposes of this Paragraph, the term “exterior walls” shall not include windows, plate glass, office doors, dock doors, dock bumpers, office entries, or any exterior improvement made by Tenant. Landlord reserves the right to designate all sources of services in connection with Landlord’s obligations under this Lease, 8. TENANT’S REPAIRS AND MAINTENANCE. Tenant, at Tenant’s sole cost and expense, shall at all times during the Lease Term and in accordance with all Legal Requirements, maintain, service, repair and replace, if necessary, and keep in good condition and repair all portions of the Premises which are not expressly the responsibility of Landlord (as set forth in Paragraph 7 above), including, but not limited to, fixtures, equipment and appurtenances thereto, any windows, plate glass, office doors, dock doors and ancillary equipment, all interior heating, ventilation and air conditioning equipment, office entries, interior walls and finish work, floors and floor coverings, water heaters, electrical systems and fixtures, sprinkler systems, dock bumpers, dock levelers, trailer lights and fans, shelters/seals and restraints, branch plumbing and fixtures, and pest extermination. In addition thereto, Tenant shall keep the Premises and the dock area servicing the Premises in a clean and sanitary condition, and shall keep the common parking areas, driveways and loading docks free of Tenant’s debris. Tenant shall not store materials, waste or pallets outside of the Premises, and shall timely arrange for the removal and/or disposal of all pallets, crates and refuge owned by Tenant which cannot be disposed of in the dumpster servicing the Property. If replacement of equipment, fixtures, and appurtenances thereto are necessary, then Tenant shall replace the same with equipment, fixtures and appurtenances of the same quality, and shall repair all damage done in or by such replacement. As set forth on Exhibit E hereto, Tenant, at its own cost and expense, shall enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all hot water, heating and air conditioning systems and equipment within the Premises. The service contract must include all services suggested by the equipment manufacturer in its operations/maintenance manual and an executed copy of such contract must be provided to Landlord prior to the extent not covered by date Tenant takes possession of the insurance required to be carried hereunderPremises. If any condition in Notwithstanding the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory and is the Landlord’s responsibility under this Section 6.1aforesaid, Landlord shall remedy such condition have the option to enter into a regularly scheduled preventative maintenance/service contract on items for and on behalf of Tenant. Such contract may include, without limitation, all services suggested or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenant), and recommended by the equipment manufacturer in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord operation and maintenance of Tenant’s action and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereaftersystem. In the event that Tenant remedies Landlord elects such imminent threatoption, Tenant shall reimburse to Landlord, as Additional Rent, all of Landlord’s costs in connection with said contract, as well as Landlord’s actual costs of repair and maintenance of the HVAC system. - 9 - Upon the expiration or earlier termination of this Lease, Tenant shall return the Premises to Landlord in substantially the same condition as when received, reasonable wear and tear excepted. Tenant shall perform all repairs and maintenance in a good and workmanlike manner, using materials and labor of the same character, kind and quality as originally employed within the Property; and all such repairs and maintenance shall be entitled in compliance with all governmental and quasi-governmental laws, ordinances and regulations, as well as all requirements of Landlord’s insurance carrier. In the event Tenant fails to reimbursement from properly perform any such repairs or maintenance within a reasonable period of time, Landlord for shall have the option to perform such repairs on behalf of Tenant’s reasonable out-of-pocket , in which event Tenant shall reimburse to Landlord, as Additional Rent, the costs thereof within thirty (30) days after receipt of TenantLandlord’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costsinvoice for same. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolved9.

LANDLORD'S REPAIRS AND MAINTENANCE. Landlord shall perform all maintenance and make all repairs and replacements (collectively referred to herein as “Landlord Repairs”) necessary to keep the foundationfollowing (as the same may be modified, outer wallsaltered, roofreplaced and/or reconstructed from time to time in compliance with the terms of this Lease, structural portions of the Building“Landlord Repair Areas”) in a first class attractive condition, in good orderand sanitary condition, condition in compliance with all Laws, and repairin good working order and repair (the cost of which shall be included in Operating Expenses, exclusive of glass and exterior doors (except thatas otherwise limited as provided in Article 3), consistent with other Class A office buildings in downtown Chicago at all times during the Term, subject to Section 12.3ordinary wear and tear, casualty and condemnation: (i) the Common Areas, (ii) the Garage, Common Conference Center and Fitness Center, (iii) all mechanical, electrical, plumbing, HVAC, Life Safety and communications riser systems (but not any communications riser systems or facilities installed by Tenant), and shall operate, manage and maintain all grounds, landscaping, parking facilities, common areas and other exterior areas of the Premises and the Property in good order, condition and repair and keep the same free and clear of snow and ice, in each case in accordance with all Legal Requirements (as hereinafter defined). Provided Tenant provides routine maintenance and repair of the heating, ventilating, and air conditioning utility systems servicing the Premises (“HVAC”) except, in each case, to the extent Tenant is responsible therefor as required by Section 6.2 below, if the HVAC must be replaced, then the cost thereof shall be paid by Landlord and amortized over a ten (10) year period, with Tenant paying the annual amortized portion of such cost during the term of this Lease. Except as set forth above or as otherwise provided in this LeaseParagraph 8(A) above, Landlord shall have no other obligation and/or to maintain the extent that the same constitute part of the Tenant Work or repair Alteration Work installed in the Premises or by Tenant), including, without limitation, any portion component of the kitchen black iron exhaust system located outside of the Premises (including all vertical components thereof, or to furnish any services or facilities, or to make any alterations or improvements in the Premises. Subject to Section 12.3, ) (it being agreed that the cost of maintaining and repairing such black iron exhaust system shall be Tenant’s responsibility (notwithstanding the fact that Landlord shall be responsible for the actual performance of maintenance and repair work thereto, as provided above), except for costs of repairs referenced in this Section 6.1 rendered necessary required as a result of damage thereto caused by a default of Landlord hereunder or by the negligence or willful misconduct of Tenant Landlord or Tenantits agents (including Landlord’s agentsAgent), employees, invitees principals, contractors or licensees or as a result of Tenantrepresentatives, which shall, subject to Article 25 below, be Landlord’s failure responsibility), any VAV boxes located in the Premises, and any equipment located in the electrical and/or riser closets to use which Tenant is not permitted to gain access pursuant to Paragraph 6(E)(ii) above; (iv) the Premises Building’s structure, roof, floors, sub-floors, structural perimeter walls, curtain wall and exterior plate glass, in accordance with the terms specifications set forth in Exhibit F-2 attached hereto (not including, however, any Alteration Work or Tenant Work installed in the Premises by Tenant), (v) all lavatory and bathroom facilities located in the core areas of this Lease, shall be reimbursed the Building on the floors occupied by Tenant to Landlord within thirty (30) days of Landlord’s written demandexcept that, to the extent that Tenant shall have installed any unusual Tenant Work or Alteration Work therein not covered by the insurance required to be carried hereunder. If any condition customarily located in the Building or Premises constitutes an imminent threat to Tenant’s electronic or computer equipment or inventory office tenant bathroom facilities at comparable Class A office buildings in downtown Chicago (e.g., shower facilities and is the Landlord’s responsibility under this Section 6.1, Landlord shall remedy such condition or cause such condition to be remedied promptly and in any event within two (2) days after receipt of notice thereof (whether or not from Tenantspecialized fixtures), and in the event Landlord fails to do so, Tenant may elect to take action hereunder immediately with simultaneous notice to Landlord cost of Tenant’s action maintaining the same exceeds the cost of maintaining normal lavatory and if Tenant reasonably believes an emergency to exist, Tenant shall endeavor to give Landlord advance notice, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable thereafter. In the event that Tenant remedies such imminent threatbathroom facilities, Tenant shall be entitled to reimbursement from Landlord solely responsible for Tenant’s reasonable out-of-pocket costs within thirty any such excess cost (30) days of Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have and the right to offset such sum against Fixed Rent, provided that (i) such offset same shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such rights by Tenant and/or the amount of which Tenant claims reimbursement herein, no such offset shall be permitted until such dispute is resolved.be