Common use of Landlord’s Responsibilities Clause in Contracts

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofplumbing, fire sprinkler systemlighting, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical condition systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of on the Commencement Date of this Lease. Tenant shall have In the right to inspect that same prior to and/or after the Commencement Date. Provided event that Tenant shall notify Landlord that of a non-compliance with the Building Systems are not in good operating condition within 60 foregoing warranty on or before thirty (30) days following the Commencement Date, then Landlord shallshall promptly rectify same at Landlord’s sole cost and expense. Notwithstanding the foregoing warranty by Landlord, except as otherwise provided however, Tenant acknowledges and agrees that Landlord’s latest Building maintenance reports estimate that the HVAC units serving the Building will need to be replaced in an approximate 3 to 5 year time period from and after the Commencement Date, and that the roof of the Building will need to be replaced in approximately two (2) years, and that Tenant will bear the amortized cost of such “capital” replacements in accordance with the provisions for amortization contained in Section 4.2(f) of this Lease. (b) Subject to the express provisions of Section 2.4(c) below, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncomplianceLandlord shall correct, rectify same repair or replace, at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. a Project Cost: (bi) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or exterior and the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part ) in effect as of the Operating Expenses described in Exhibit B of this Lease; provided that Commencement Date, and (ii) any cost of ADA non-compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included Building and the Common Areas with any applicable City of San Diego building or fire codes in effect as part of the “Completion Cost” issuance of the Tenant Improvement Work (as defined in the Work Letter)building permits therefor. Landlord shall correct, repair or replace any non-compliance of the Building exterior and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective ADA in effect after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA or building and fire code compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this LeaseAreas) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-compliance from any applicable governmental agency. (c) If Tenant’s alterations to the Premises (approved by Landlord pursuant to the provisions of this Lease) subsequent to the Commencement Date require “path of travel” changes or replacements to the Building exterior or to the Common Areas (including, without limitation, replacement of the staircase serving the rear entrance door of the Building) due to compliance with either the City of San Diego building or fire codes which are in effect as of the execution of this Lease (i.e., the 1997 Uniform Building Code) or with the ADA in effect as of the Commencement Date, then Landlord shall reimburse Tenant for the reasonable out-of-pocket cost of constructing such changes or replacements, subject, however, to the following conditions: (i) any such changes or replacements shall be completed by Tenant, and the request for reimbursement(s) shall be submitted to Landlord, by that date which is not later than twenty-four (24) months from and after the Commencement Date of this Lease, and (ii) in no event shall such reimbursement(s) by Landlord exceed the amount of Thirty Thousand Dollars ($30,000.00) in the aggregate. Landlord shall make any such reimbursement(s) to Tenant (or shall credit such reimbursement(s) to rent then next coming due under this Lease), within ten (10) days following written request therefor from Tenant accompanied by invoice(s) or other reasonable evidence of Tenant’s expenditure of said costs.

Landlord’s Responsibilities. Landlord shall maintain in good order, condition, and state of repair all exterior and structural portions (a) Landlord warrants to Tenant that including, but not limited to, the roof, fire sprinkler systemexterior walls, heatinginterior load bearing walls, ventilation floors (but not floor coverings) and foundation) and all mechanical systems (plumbing, heating and ventilation, air conditioning system and electrical to the point of entry in the Leased Premises) at the Property, and all mechanicalparking areas, plumbing drives, sidewalks and electrical systems landscaping; provided, however, that if such necessary exterior or structural repairs are required due to the negligent acts or omissions of Tenant, its agents, employees or contractors, then Tenant shall be responsible for the costs of such repairs. Landlord will be responsible for snow removal. Landlord shall maintain and replace all sewerage facilities and other utility facilities outside the Leased Premises servicing the Leased Premises. Landlord shall cause all repairs and changes to be made without unreasonable interference with the business of Tenant or any subtenant or licensee of Tenant. Tenant shall reimburse Landlord for its pro rata share of such reasonable sums (the “Operating Expenses”) which Landlord expends (and which are not reimbursed by Landlord’s insurer or other third party) in effecting its repairs and maintenance and/or operation and/or insuring of the Property hereunder; provided, however, the cost of any item which, by standard accounting practice, should be capitalized, will not be included in Operating Expenses (except only to the extent of any cost savings in Operating Expenses) and provided further that, for the purpose of calculating Tenant’s pro rate share of Operating Expenses hereunder, there shall also be excluded from Operating Expenses: (i) any expense related to debt service with respect to the acquisition, construction and/or expansion of the Property and any payments made by Landlord with respect to any ground or underlying lease; (ii) any expenses for which Landlord is entitled to be reimbursed by any tenant other than under a rental adjustment and/or additional rent provision; (iii) the cost of any repairs or other work to the extent to which same is actually covered by and/or Landlord is reimbursed by any policy of insurance and/or any award in connection with a taking by eminent domain; (iv) legal fees or other expenses incurred in connection with negotiations or disputes with tenants or prospective tenants of the Property; (v) costs of renovating or otherwise improving or decorating space in the Property for tenants (including ballaststhe Leased Premises) serving or other occupants or vacant space; (vi) costs related to maintaining the Building existence of Landlord’s business entity as a corporation, partnership or other entity; (vii) the wages and salaries (including employee benefits) of any employees above the level of Property manager; (viii) salary, fringe benefits and other compensation for Landlord’s corporate headquarters office personnel not engaged in activities related to the operation and management of the Property; (ix) repairs or replacements resulting from deficient workmanship, or materials or items provided Tenant shall have previously paid for same (so that Tenant has not paid for both the work and the Premises correction of defective work); (collectivelyx) rental concessions or lease buy-outs; (xi) management fees in excess of 4%; (xii) personal property taxes (other than any of same imposed upon any personal property used in the operation and maintenance of the Property; (xiii) costs for which Landlord is solely obligated under any other express provision of this Lease, (xiv) costs incurred to bring the “Building Systems”)common areas, shall be in good operating condition and repair or any portion thereof, into compliance with laws existing as of the Commencement Date to the express extent that same shall become in violation of such laws as directly a result of the renovation or improvement of the Property by Landlord subsequent to the Commencement Date and laws enacted after the Commencement Date; (xv) costs attributable to improvements or work which are part of Landlord’s plans as a result of its purchase of the Property; (xvi) leasing costs of any type, including attorneys’ fees, be it procuring tenants or releasing as well as retaining existing tenants and costs of enforcement of Landlord’s rights under leases in the Property; (xvii) costs incurred due to Landlord violations of any of the terms and conditions of any leases in the Property and fines incurred with respect to Landlord’s failure to observe any legal requirements with respect to conditions or violations occurring after the date of Landlord’s obtaining title to the Property; (xvii) overhead and profit paid to subsidiaries or affiliates of the Landlord for management or other services or materials to the extent that the costs of those items would not have been paid had the services and materials been provided by unaffiliated parties on a competitive basis; (xviii) any costs incurred in the addition of other improvements, offices or stores, and/or expansion of the Property; (xix) auditors’ fees (except for auditory fees incurred in connection with the preparation of statements of Operating Expenses for the Property); (xx) advertising and promotional expenditures (except for costs for “help wanted” advertising and the like incurred in connection with the operation and maintenance of the Property); (xxi) any costs, fines or penalties incurred due to violations by Landlord of any governmental rule or authority and the defense of same; (xxii) expenses for vacant or vacated space, including utility costs, securing and renovating; (xxv) costs attributable to defective or deficient work performed by Landlord; (xxiii) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax assessed against Landlord; (xxiv) the costs of maintaining any facilities not physically located within the Property; (xxv) any expenses incurred in connection with any portions of the Building and Property from which Tenant does not derive any benefit (including, without limitation, any enclosed mall retail shopping area constructed within the Building or elsewhere upon the Property) and (xxvi) any other cost which would be duplicative of items otherwise payable by Tenant under any other express provision of this Lease. Tenant shall have As of the right date hereof, Tenant’s pro rata share of Operating Expenses is (7.93%), which share has been calculated by dividing the 31,500 square feet of floor area comprising the Leased Premises (such Premises measurement to inspect that same prior be confirmed and adjusted, as applicable, with the method of such measurement being the measurement from the middle of the outside perimeter wall to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that middle of the outside perimeter wall) by the 000,000 xxxxxx xxxx xx xxxxx xxxx of the Building Systems (such Building measurement to be confirmed and adjusted, as applicable, and such measurement to exclude the blue building that was formerly the retail store, the Quonset hut, and the fire pump and gas house, provided, however, such excluded spaces will be added to the total square footage of the building if leased by Landlord, and, provided, further, any newly constructed space will be added to the total square footage of the Building). Tenant’s pro rata share of Operating Expenses shall be paid by Tenant in equal monthly installments in advance along with the payments of Base Rent in such amounts as are not in good operating condition within 60 days following reasonably estimated and billed by Landlord based upon the Commencement Datetotal Operating Expenses due for the current calendar year. Landlord may revise its estimate and may adjust such monthly payment at the end of any calendar month. After Landlord has received the final statement for the Operating Expenses for the previous calendar year, then Landlord shallwill notify Tenant of the amount of Operating Expenses on which Tenant’s pro rata share is based, except as otherwise provided in this Lease, promptly after receipt and the amount of such notice from Tenant setting forth Tenant’s pro rata share. If the nature and extent aforesaid monthly payments on account of such noncompliance, rectify same at LandlordTenant’s sole cost and expense and not as part pro rata share for a given year or partial year are greater than Tenant’s share of the Operating Expenses described in Exhibit B of this Lease. (b) payable for a given year or partial year, Tenant shall receive a credit from Landlord shall correct, repair and/or replace any non-compliance of for the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation excess against installments of Tenant’s business pro rata share next becoming due to Landlord (and employment practices in the Premisesevent of a credit to the Tenant upon or after termination of the Lease, Tenant shall be receive the responsibility credit in the form of a refund check payable to the Tenant), and if said payments are less than Tenant’s share, Tenant at its sole cost and expense. The repairs, corrections or replacements required of shall forthwith pay Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencydifference.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning system and all mechanical, plumbing systems and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after on the Commencement Date. Provided that Tenant shall notify Landlord that of a non-compliance with the Building Systems are not in good operating condition within 60 foregoing warranty on or before thirty (30) days following from and after the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such written notice from Tenant setting forth the nature and extent of such noncompliancenon-compliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Leaseexpense. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building exterior, the Tenant Improvements and/or the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”)) in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, ADA becoming effective after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof (as determined by generally accepted accounting principles, consistently applied) using a market cost of funds determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-non- compliance from any applicable governmental agency.

Landlord’s Responsibilities. Subject to the provisions of Paragraph 15 below, Landlord shall maintain, or cause to be maintained, in good order and repair, commensurate with the maintenance provided by reasonably prudent owners of comparable space in Class A office buildings in the North San Xxxx submarket (a“Comparable Buildings”) Landlord warrants and replace, if necessary, except as provided below, (i) the Building Structure and roof membrane, (ii) the pipes and conduits stubbed to Tenant that the roofpoint of entry to the Building, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, (iii) the Building Systems (with respect to the plumbing and electrical systems (including ballastssystems, to the point where the Building plumbing system ties into any plumbing located in the Premises and to the point of connection with the circuit breakers for the Premises) and elevators serving the Building Building, (iv) all Common Areas, including Exterior Common Area, and (v) all measures described in the Premises (collectivelyClosure/Post-Closure Land Use Plan, the “Building Systems”)dated February 19, 2015 and listed under Exhibit H. Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Paragraph 10.1 shall be limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in good operating condition and repair as of the Commencement Date of this Lease. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands that it shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same make repairs at Landlord’s sole cost and expense and expense. Tenant shall give prompt written notice to Landlord of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. Tenant’s failure to provide such notice shall not as part limit or modify Landlord’s obligations of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correctmaintenance, repair and/or replace any non-compliance of or replacement, as the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, case may be. The costs incurred by Landlord pursuant to the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance this Paragraph 10.1 shall be Landlord’s sole cost and expense Operating Expenses (to the extent not excluded under Paragraph 12.1 below and shall not be part passed through to Tenant pursuant to the provisions of Paragraph 12 below as to Tenant’s applicable share thereof. To the Operating Expenses described in Exhibit B extent any of such costs incurred by Landlord pursuant to the provisions of this Lease; provided that any cost of ADA compliance triggered by Paragraph 10.1 are capital costs, the permitting and/or construction of the Tenant Improvements same shall be included as part amortized at the lesser of (x) the “Completion Cost” annual rate of interest charged on the Tenant Improvement Work loan obtained by Landlord to finance such improvement (as defined or if Landlord does not obtain a loan to finance such improvement, then at two (2) percent above the prime rate or reference rate published in the Work LetterWall Street Journal (or if such rate is not published in the Wall Street Journal, then the prime rate or reference rate established by a national bank selected by Landlord). Landlord shall correct, repair or replace any non-compliance of (y) the Building and the Common Areas with any revisions or amendments to applicable building codesmaximum rate permitted by law, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) of the repair or item as reasonably determined by Landlord in accordance with sound accounting principles, and such amortization shall be included in Operating Expenses from the date of installation or repair through the earlier of the expiration of the useful life of the capital item and the Lease Termination; provided, however, if repair or replacement of the Building Structure and/or roof membrane, any of the Building Systems, or elevators, as Project Costs payable applicable, or any part thereof, is caused by Tenant. All other ADA compliance issues which pertain (a) any breach of any obligation under this Lease by Tenant or any of the Tenant Related Parties under this Lease, or (b) any misuse of the Premises or Building by, or negligence or willful misconduct of, Tenant or any of the Tenant Related Parties, then Tenant shall reimburse or pay to Landlord, within thirty (30) days after receipt of a statement or invoice and reasonable back up documentation of such costs, for one hundred percent (100%) of the actual and reasonable costs paid or incurred by Landlord to repair or replace the same less any insurance proceeds received by Landlord allocable to the PremisesBuilding Structure, including without limitationroof membrane, in connection with Tenant’s construction of any Alterations Building Systems, or other improvements in elevators, as the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencycase may be.

Landlord’s Responsibilities. (a) Subject to the provisions of --------------------------- Paragraph 15 below, Landlord warrants to Tenant that shall maintain in reasonably good order and repair the structural roof, fire sprinkler systemroof membrane, structural and exterior walls (including painting thereof) and foundations of the Building. In addition, Landlord shall maintain the heating and air conditioning systems of the Premises in a manner comparable to that maintained by other landlords of similar buildings located in Santa Xxxx County or obtain and maintain a service contract with a licensed contractor (covering periodic inspection and servicing) for the heating and air conditioning systems of the Pre mises. Tenant shall give prompt written notice to Landlord of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. The costs of (i) repairs and maintenance of the roof membrane, (ii) periodic inspection and regular servicing of the heating and air conditioning systems of the Premises, and (iii) painting the exterior of the Premises which are the obligation of Landlord hereunder shall be a Common Area Charge and Tenant shall pay, as Additional Rent, Tenant's share of such costs to Landlord as provided in Paragraph 12 below. The costs of maintenance, repair, and replacement of the structural parts of the Premises and the Building (including foundations, floor slab, load bearing walls and roof structure) which are the obligation of Landlord hereunder shall be at the cost and expense of Landlord and shall not be a Common Area Charge, except for any repairs required because of the wrongful act of Tenant or Tenant's agents, which repairs shall be made at the expense of Tenant and as Additional Rent. Anything in this Lease to the contrary notwithstanding, in the event the heating, ventilation and air conditioning system covering the Premises, or applicable portion thereof, needs to be replaced during the term of this Lease as reasonably determined by Landlord (and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”such replacement cost is a capital expenditure), then such replacement cost shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same amortized at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. ten percent (b10%) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable of the of the replaced item, and paid monthly by Tenant. All other ADA compliance issues which pertain to Tenant from the Premises, including without limitation, in connection with Tenant’s construction date of any Alterations installation or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencyreplacement through Lease Termination.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part a Building Cost, any failure of the Operating Expenses described structural components of the roof, foundations, footings and load-bearing walls of any Building. The foregoing obligation, however, shall not apply to the extent any such failure is caused by the negligence or improper use of such structural components by Tenant, its employees, agents, contractors, licensees or invitees, in Exhibit B which case Tenant shall be responsible for the reasonable costs of such corrections, repairs and/or replacements. The corrections, repairs or replacements required of Landlord or of Tenant in the preceding sentences of this LeaseSection 2.4(a) shall be made promptly following notice from the other party. (b) Landlord shall correct, repair and/or replace or replace, at Landlord’s sole cost and expense and not as a Building Cost, any non-compliance of Landlord’s Shell Building Work (as defined in the Building and/or Work Letter hereto) and the Common Areas with all applicable laws, regulations, ordinances, building permits and codes in effect and applicable as of the execution of this Leasebuilding codes, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”), in effect as of the Commencement Date of the applicable Phase of the Premises. Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Building Costs. Landlord shall correct, repair or replace any non-compliance of the Shell Building Work and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming ADA which become effective after the execution Commencement Date of this Leasethe applicable Phase, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Building Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this LeaseAreas) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-compliance from any applicable governmental agency. (c) Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in each Phase of the Premises shall be in good operating condition on the Commencement Date of such Phase and thereafter during the initial twelve (12) months of the Term of each Phase. In the event any non-compliance with such warranty exists, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense. Further, in connection with the construction of the Shell Building Work pursuant to the Work Letter, Landlord shall obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If Tenant is required to make repairs to any component of the Premises or any of its systems not covered by the Landlord’s warranty contained in this Section 2.4 but for which Landlord has obtained a contractor’s or manufacturer’s warranty, then Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the benefit of Tenant.

Landlord’s Responsibilities. (a) Tenant accepts the Leased --------------------------- Premises as they currently exist. Landlord warrants agrees to Tenant that repair and maintain in good order and condition the roof, fire sprinkler systemroof drains, outside walls, foundations, structural portions (both interior and exterior), the non-structural interior portions, doors, windows, plate and window glass, and floor covering, plumbing, heating, ventilation air conditioning, electrical and air conditioning system sewerage system, facilities and all mechanicalfixed appliances of the Leased Premises. There is excepted from the preceding covenant, plumbing and electrical systems (including ballasts) serving however, repair of damage caused by the Building and Tenant, its employees, agents, contractors, customers, invitees. In the Premises (collectively, event the “Building Systems”), Landlord shall undertake any maintenance or repair in the course of which it shall be in good operating condition and determined that such maintenance or repair as work was made necessary by the negligence or willful act of the Commencement Date Tenant or any of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord its employees or agents or that the Building Systems are not in good operating condition within 60 days following maintenance or willful act of Tenant or any of its employees or agents or that the Commencement Datemaintenance or repair is, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth under the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution terms of this Lease, including the responsibility of Tenant, Tenant shall pay Landlord's cost thereof plus overhead and interest as above provided in this paragraph. If Landlord refuses or neglects properly to effect repairs as required hereunder and to the reasonable satisfaction of Tenant as soon as reasonably possible after written demand, Tenant may make such repairs without limitationliability to Landlord for any loss or damage that may accrue to Landlord's property, the provisions and upon completion thereof, Tenant shall deduct Tenant's cost for making such repairs from its next monthly installment(s) of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)rent. Landlord shall correctat its own expense perform all janitorial and cleaning services within the Leased Premises in order to keep same in a neat, repair or replace any non-compliance of clean and orderly condition. Landlord reserves the Building right to enter the Leased Premises and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of make such repairs and to do such work on or replacements (amortized over about said premises as Landlord may deem desirable, necessary or proper or that Landlord may be lawfully required to make. Landlord reserves the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain right to visit and inspect the PremisesLeased Premises at all reasonable times and show same to prospective tenants, including without limitationpurchasers, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencymortgagees.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s 's sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Building Cost, repair and/or replace any non-compliance of the Building and/or exterior, the Tenant Improvements and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion a Building Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective ADA in effect after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Building Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this LeaseAreas) and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(a) shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant: (i) that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises and the Tenant Improvements (except for punch list items) shall be in good operating condition on the Commencement Date, and shall be free from defects in workmanship or materials during the initial twelve (12) months of the Term, and (ii) that the Building shall be free of latent defects in the construction thereof during the initial twelve (12) months of the Term. In the event Tenant notifies Landlord of a non-compliance with such warranty on or before the expiration of the sixth (6th) month of the Term, then Landlord shall promptly rectify any noncompliance at Landlord's sole cost and not as a Building Cost. Further, in connection with the construction of the Tenant Improvements pursuant to the Work Letter, Landlord shall obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If Tenant is required to make repairs to any component of the Premises or any of its systems not covered by the Landlord's warranty contained in this Section 2.4

Landlord’s Responsibilities. (a) Except as may be otherwise expressly provided in the Pre-Occupancy Agreement or this Lease, Landlord warrants shall have no obligation to Tenant that the roofprovide any services to, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectivelyor in connection with, the Premises, or any responsibility for the management, operation, repair, maintenance or replacement of capital improvements with respect to the Premises. Anything in this Lease to the contrary notwithstanding, Landlord shall make, or cause to be made, all maintenance, repairs and/or replacements to the “Building Systems”), shall be in good operating condition and repair structural components” (as hereinafter defined) of the Commencement Date Facility; and any repairs or replacements otherwise required to be made by Tenant pursuant to Section 7.1 above, but which arise as a result of any act or omission of Landlord Related Parties (including, without limitation, Landlord’s failure to perform ordinary, routine or scheduled maintenance obligations with respect to the roof required pursuant to this Section 7.2, or such other ordinary, routine or scheduled maintenance obligations as may be required by the terms and provisions of any applicable Guarantee pertaining to or covering an item for which Landlord is responsible hereunder, and any costs that would have been covered under any such Guarantee but for any Landlord Related Parties’ act or omission that negated any such Guarantee). For purposes of this Lease, the phrase “structural components” shall mean the roof (up to the mechanical equipment curbs), foundation, concrete floors and structural supports of the Facility. The cost of any such maintenance, repairs and/or replacements to structural components shall be the sole responsibility of Landlord, except to the extent such costs arise as a result of any act or omission of Tenant Related Parties (including, without limitation, Tenant’s failure to perform ordinary, routine and/or scheduled maintenance obligations required pursuant to Section 7.1 hereof, or as may be required by the terms and provisions of any applicable Guarantee pertaining to or covering an item for which Tenant is responsible under Section 7.1 above, and any costs that would have been covered under any such applicable Guarantee but for any Tenant Related Parties’ act or omission that negated any such Guarantee), in which event, the cost of such repair or replacement shall be paid by Tenant within thirty (30) days after Landlord bills Tenant therefor. In addition to any other rights reserved to Landlord pursuant to the terms of this Lease, Landlord reserves the right at any reasonable time during the Term upon not less than three (3) business days prior written notice to Tenant (except in the event of an emergency) to have the roof inspected by an experienced roofing consultant or contractor as may be recommended by the roof manufacturer or roof Guarantee (or designated by Landlord in the absence of any such recommendation). Landlord reserves the right, upon not less than ten (10) days’ prior written notice to Tenant, to enter into a maintenance contract with an experienced roofing contractor reasonably acceptable to Landlord who shall perform such maintenance and care on behalf of Landlord, and shall have the right to inspect that same prior enter upon the Premises at such time or times each Lease Year as are reasonably necessary or appropriate to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Datedo so, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain subject to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or notification and other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencyset forth herein.

Landlord’s Responsibilities. (a) 2.1 The Landlord warrants confirms by the signing of this Agreement that he/she is the sole or joint owner of the property. 2.2 If a mortgage exists on the property, the Landlord must obtain the lender’s consent to Tenant let. 2.3 If the Landlord is a leaseholder the terms of the lease must be checked and any necessary consent obtained to let. 2.3.1 In the instance of 2.3, the landlord must provide the agent with a copy of the lease to ensure the tenant complies with the terms. 2.4 The Landlord must ensure that adequate cover exists under both building and contents insurance and must inform the insurers that the roof, fire sprinkler system, heating, ventilation property is to be let. 2.5 The Landlord agrees to provide the property with a working telephone line/broadband that is ready to be used by the tenant at the tenant’s own expense. 2.6 The Landlord agrees to pay any outstanding utility charges covering the period up to and air conditioning system including the Landlord’s vacation of the Property and all mechanical, plumbing and electrical systems (including ballasts) serving any period when the Building property is unoccupied. 2.7 The Landlord will ensure that the carpets in the property are professionally cleaned prior to commencement of the tenancy and the Premises (collectivelyproperty is in a clean condition and good decorative order. If the property has not been cleaned prior to the inventory being carried out on a managed property, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have agent retains the right to inspect that same instruct a professional clean prior to and/or after the Commencement Datetenancy commencement at the landlords’ cost. 2.8 Where applicable the Landlord agrees to have all chimneys swept before the commencement of the tenancy. 2.9 The Landlord will ensure payment of contractor’s invoices in the event the agent is satisfied with the work without hesitation & within 7 days. 2.10 The Landlord will ensure compliance with the Furniture and Furnishings (Fire) (Safety) Regulations 1988 (amended 1989, 1993 & 1996) regarding minimum fire-resistant standards of specified items supplied in the course of letting property, the Landlord being responsible for all costs involved. 2.11 The Landlord will ensure compliance with the Electrical Safety Standards in the Private Rented Sector (England) Regulations 2020 and other relevant legislation regarding the condition and safety of electrical equipment and appliances in tenanted premises, the landlord being responsible for all costs involved. Provided The Electrical Installation Condition Report (EICR) must be given to the Tenant at the commencement of the Tenancy Agreement. Where no EICR is provided by you within 10 working days prior to a Tenancy Agreement commencing we reserve the right to instruct a suitably qualified contractor to undertake the preparation of the EICR on your behalf. The cost of the preparation of the EICR will be payable by you to us when this work is ordered and is non-refundable. If any additional remedial works are required, we will provide a quote & the work must be undertaken by that contractor or a contractor of your choice within 28 days with proof of works provided to the agent and therefore the tenants. The costs in making the property safe is a landlord’s responsibility. 2.12 The Gas Safety Certificate (GSC) must be given to the Tenant shall at the commencement of the Tenancy Agreement. Where no GSC is provided by you within 5 working days prior to a Tenancy Agreement commencing we reserve the right to instruct a suitably qualified contractor to undertake the preparation of the GSC on your behalf. The cost of the preparation of the GSC will be payable by you to us when this work is ordered and is non-refundable along with any additional costs in making the property safe & passed. 2.12.1 During the remaining period of any Tenancy Agreement. A GSC must be renewed annually. We reserve the right to instruct a suitably qualified contractor to undertake the preparation of a further GSC before its expiry should this not have been supplied by you to us 5 working days prior to expiry of the current GSC. The cost of this will be payable by you to us when this work is ordered and is non- refundable. 2.13 The Landlord will provide the Agent a full set of keys for each adult tenant and if FM & PM service with a full management set of keys to the property before the start of the tenancy. The agent reserves the right to get keys cut prior to the tenancy if not provided and the cost of the key cutting & admin time will be chargeable to the landlord. 2.14 The Landlord agrees at his discretion to permit the tenant to fix pictures or any other wall hangings to the walls of the property if picture hooks are used and not sellotape, blu-tack, nails or screws. 2.15 The Landlord will give notice in writing to the Agent of the Landlord’s intention to re-possess the property. This notice must be given in sufficient time for the correct termination notices to be served on the tenant. 2.16 To indemnify the Agent, within 7 days of a demand for payment, against all claims, costs and expenses of whatever nature which may be made by the Department of Social Security, the Local Authority, any other Local or National Government Department, or any other person or body, which arises from the collection and payment to the credit of the Landlord any monthly rent pursuant to this Agreement. 2.17 The Landlord agrees to pay the Agent’s fees in accordance with Clause (4) of this Agreement. 2.18 The Landlord undertakes to notify the Agent of any discrepancies with the management of the property within 14 days of resuming responsibility at the end of the management of the property. 2.19 The Landlord agrees to inform the Agent of the fact or intention that the Building Systems Landlord will be living abroad for more than 6 months during the tenancy and will ensure compliance with the Tax Management Act 1970 (Overseas Clients). The Landlord authorises the Agent to liaise with HM Revenue & Customs and where no exemption certificate has been received, the Landlord authorises the Agent to make deductions from the net monthly income at current base rate tax and subsequently make quarterly payments to HM Revenue & Customs in accordance with the Non-Resident Landlord Scheme; and 2.19.1 The Landlord is required to notify the Agent in writing of any change in residential status as regards to clause 2.19 above; and 2.19.2 The Landlord will pay a fee of £75 plus VAT (£90 inc VAT) per quarter (that will be deducted from the rental income for each financial year or part thereof) in respect of the Agent’s work arising from any duties detailed in Clause 2.19 above. 2.20 The Landlord remains responsible for the supervision of the property whilst unoccupied/during a void period although the Agent reserves the right to arrange visits by staff in the process of re-letting. The Landlord will remain responsible for ensuring suitable protection for water systems from frost or cold weather damage. The Landlord should therefore ensure that such risks are covered by insurance and that adequate arrangements are made with a third party to protect against such an event. 2.21 The Landlord agrees to inform the Agent in writing of any change to his contact details. 2.22 The Landlord agrees to inform the Agent of any periods of absence or holiday and to provide emergency contact details that can be used by the Agent if necessary. The Landlord will notify the Agent in writing of any change to the emergency contact details that are to be kept on the Agent’s records. 2.23 The Landlord agrees to inform the Agent of any restrictions in the head lease of the property (where applicable) and provide copies of this information. The Landlord also agrees to provide the Agent with details of any restrictions to the tenancy imposed by his mortgage company, insurer, or other relevant company. 2.24 The Landlord agrees to provide the Agent with a valid Energy Performance Certificate (EPC) for the property before marketing of the property commences. The EPC must be made available to the tenant prior to the signing of the tenancy agreement. Where there is not a valid EPC in place, the Landlord authorises the Agent to arrange the completion of the EPC at the landlord’s expense prior to marketing the property as available to let. 2.25 The Landlord confirms that he is aware of the tenancy deposit legislation and unless instructed to the contrary allows the agent to deal with the deposit as per clause 1. 2.26 The landlord confirms that there are adequate smoke and carbon monoxide alarms at the property in line with current legislation. Where there are not in good operating condition within 60 days following adequate smoke and carbon monoxide alarms installed at the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part point of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitationinventory being carried out, the provisions of Title III of Agent will arrange for installation at the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlordlandlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairscost of which is as follows: - Supply & fit smoke alarm £60.00 inc VAT per unit (Required on each storey of a property, corrections or replacements required of Landlord or of Tenant under i.e. a two storey property must have two smoke alarms fitted, one on the foregoing provisions of this Section shall be made promptly following notice of non-compliance from ground floor and one on the first floor). Supply & fit carbon monoxide alarm £60.00 inc VAT per unit (Recommended in any applicable governmental agencyroom with an CO producing appliance).

Landlord’s Responsibilities. (a) Landlord warrants will be responsible for the preparation of plans and construction drawings for the Base Buildings and will submit same to Tenant that the rooffor approval as provided in Paragraphs 4 and 5 below. Landlord will be responsible for providing Tenant with all information, fire sprinkler system, heating, ventilation documents and air conditioning system and all mechanical, plumbing and electrical systems plans (including ballastsplans and construction drawings for the Base Building) serving for Tenant's architect to use in preparing space plans and working drawings for the Tenant Improvements, and Landlord shall be responsible for any costs or delays caused if such information, documents and plans to be provided by Landlord are not accurate and complete. Upon approval of all plans by both parties, Landlord will construct the Base Building and the Tenant Improvements. Landlord will be responsible for ensuring that all of the work done both to construct and prepare the Base Building and to construct and prepare the Premises shall be done in a good and workmanlike manner in compliance with all Applicable Laws and Deed Restrictions (if any), and in accordance with the Plans and Specifications as they may be modified from time to time by change orders as set forth in Paragraph 7 and construction schedules. All Tenant Improvements will be done to the standards and using the materials and finishes set forth in the Final TI Plans and/or in Schedule 2 to this Work Letter, as applicable. Landlord shall use commercially reasonable efforts to secure completion of all work in a timely manner so that Tenant is able to occupy the Premises in Office B on or before June 1, 2011 (the "Office B Scheduled Delive1y Date") and the Premises in Office A on or before November 1, 2011 (the "Office A Scheduled Delivery Date") (each, a "Scheduled Delivery Date" and collectively, the “Building Systems”"Scheduled Delive1y Dates"), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s 's sole cost and expense and not as part a Building Cost, any failure of the Operating Expenses described structural components of the roof, foundations, concrete subflooring, footings and load-bearing walls of the Building. The foregoing obligation, however, shall not apply to the extent any such failure is caused by the negligence or improper use of such structural components by Tenant, its employees, agents, contractors, licensees or invitees, in Exhibit B which case Tenant shall be responsible for the reasonable costs of such corrections, repairs and/or replacements. The corrections, repairs or replacements required of Landlord or of Tenant in the preceding sentences of this LeaseSection 2.4(a) shall be made promptly following notice from the other party. (b) Landlord shall correct, repair and/or replace or replace, at Landlord's sole cost and expense and not as a Building Cost, any non-compliance of the Building and/or exterior, the Tenant Improvements and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Building Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas Areas, with any revisions or amendments to applicable building codes, including the ADA, becoming effective ADA in effect after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Building Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this LeaseAreas) and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-compliance from any applicable governmental agency. (c) Landlord shall deliver the Premises to Tenant on the Commencement Date clean and free of debris with all items of Landlord's Work, including without limitation, the installation of the Tenant Improvements completed in accordance with the terms of EXHIBIT X. Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in the Premises, shall be in good operating condition on the Commencement Date and during the initial twelve (12) months of the Term. In the event of a non-compliance with such warranty, Landlord shall, except as otherwise provided in this

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that Notwithstanding the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as provisions of the Commencement Date Section 7.2 of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace replace, any non-compliance of the Building exterior, the Tenant Improvements and/or the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas with any revisions or amendments to the applicable building codes, including codes and the ADA, becoming ADA which become effective after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(a) shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the heating, ventilation and air conditioning systems serving the Premises shall be in good operating condition on the Commencement Date, and that the Building and the Tenant Improvements shall be free of latent defects in the construction thereof during the initial twelve (12) months of the Term. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty on or before the expiration of the twelfth (12th) month of the Term, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord's cost and expense. Further, in connection with the construction of the Tenant Improvements pursuant to the Work Letter, Landlord shall obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If Tenant is required to make repairs to any component of the Premises or any of its systems not covered by the Landlord's warranty, then Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the benefit of Tenant.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s 's sole cost and expense and not as part a Building Cost, any failure of the Operating Expenses described structural components of the roof, foundations, footings and load-bearing walls of the Building. The foregoing obligation, however, shall not apply to the extent any such failure is caused by the negligence or improper use of such structural components by Tenant, its employees, agents, contractors, licensees or invitees, in Exhibit B which case Tenant shall be responsible for the reasonable costs of such corrections, repairs and/or replacements. The corrections, repairs or replacements required of Landlord or of Tenant in the preceding sentences of this LeaseSection 2.4(a) shall be made promptly following notice from the other party. Landlord agrees to replace the roof membrane of the Building no later than November 30, 2000. (b) Tenant and Landlord hereby acknowledge that a moisture condition exists beneath the concrete subflooring of the Building which has disturbed the Building flooring. Tenant has undertaken such investigations and evaluations of such moisture condition as Tenant deems necessary or appropriate and has determined the repairs necessary for the same and the cost of such repairs. At Tenant's sole cost and expense, as part of the Tenant Improvements and subject to Landlord's approval of Tenant's proposed method of repair, Tenant shall apply a specialized treatment to the concrete subflooring to correct such moisture condition causing such flooring disruption. Tenant shall be solely responsible for the repair of any reoccurrence of such moisture condition throughout the Term of this Lease to the extent Tenant determines such repairs to be necessary, or for any costs of repair to any flooring within the Premises resulting from the moisture condition or the repair of the same, or any reoccurrence of the same, provided, that Tenant shall determine the appropriate and necessary scope of such further repairs during the Term. Notwithstanding any contrary provision of Section 15.3, Tenant shall not be obligated to undertake any further repairs to the concrete subflooring of the Building or any flooring within the Premises at the time of surrender of the Premises at the expiration or sooner termination of the Term to the extent such further repairs relate to the moisture condition or any reoccurrence thereof. Tenant estimates the cost of such repairs to be approximately $467,000.00. (c) Landlord shall correct, repair and/or replace or replace, at Landlord's sole cost and expense and not as a Building Cost, any non-compliance of the Building and/or exterior and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Building Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective ADA in effect after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Building Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of the Tenant Improvements and any Alterations other alternations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this LeaseAreas) and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-compliance from any applicable governmental agency. (d) Landlord hereby warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in the Premises, shall be in good operating condition on the Commencement Date. In the event of a non-compliance with such warranty, Landlord shall, except as otherwise provided in this Lease, promptly and diligently after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord's cost and expense. Any such notice of non-compliance from Tenant shall be delivered, if at all, within thirty (30) days from and after the Commencement Date, Tenant's acceptance of the Premises shall be subject to the foregoing and to the provisions of this Lease regarding delivery of possession.

Landlord’s Responsibilities. The Landlord hereby agrees as follows: (a) Landlord warrants To have available to the Tenant that the roofUS$11,500,000.00 for design, fire sprinkler systembuild out, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as construction of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this LeasePremises. (b) To authorize the Tenant to have full discretion as to the design, build out, and construction of the Premises so long as the cost of such design, build out, and construction does not exceed US$11,500,000.00. Additionally, any liquidated damages clause negotiated in any agreement with any contractor or subcontractor shall inure to the sole benefit of the Tenant. Likewise, any obligation pursuant to any agreement with any contractor or subcontractor shall be the sole responsibility of the Tenant. (c) To pay for any design, build out, or construction related invoices, Fee applications, and Applications for Payment (as well as any termination fees/penalty fee), that are provided to the Landlord within thirty (30) days of receipt. All payment shall be made to the Tenant. Because time is of the essence as detailed in this MOU, the Landlord agrees to accept any applicable invoice via electronic mail sent to the Executive Director and Finance Director of the Landlord. Upon receipt of an invoice, Fee application, or Application for Payment, the Landlord shall correcthave three (3) business days to advise the Tenant in writing, repair and/or replace if it has any non-compliance issue with invoice, Fee application, or Application for Payment. If no written notice is provided, then the Landlord on the next business day must send the invoice, Fee application, and Application for Payment to the City to process the payment. If the Landlord provides written notice of an issue with an invoice, Fee application, or Application for Payment, then within two (2) business days the Landlord must meet with the Tenant in good faith to resolve the issue with the invoice, Fee application, or Application for Payment. If the issue is resolved, the Landlord then must send the invoice, Fee application, or Application for Payment to the City for payment on the next business day. (d) To approve any reasonable change order, change of scope of work, or similar reasonable modification to the design, build out, and construction of the Building and/or Premises so long as said change or increase is within the Common Areas with all building permits and codes in effect and applicable as budget of the execution of this Lease, including without limitation, Landlord as approved by the provisions of Title III Board. Any increase above the designated US$11,500,000.00 that is otherwise not already authorized in the budget of the Americans With Disabilities Act Landlord as approved by the Board shall require any additional public hearing and approval by the Board prior to reimbursement or authorization to pay as delineated in this MOU. (e) To designate a representative from the City of Miami (“ADACity”) to assist as a Landlord’s representative and a point of contact who will have primary (though not exclusive) duty to serve as the parties’ liaison in order to facilitate expediting the processing and issuance of all permit and license applications, approvals, and inspections across all of the various departments and offices within the City which have the authority or right to review and approve all applications for such permits, licenses, and inspections (the “Landlord Representative”). Said costs of compliance The Landlord Representative will be on site during all business hours throughout the construction process. When the Tenant receives an invoice, Fee application, or Application for Payment, it shall be Landlord’s sole cost immediately sent to the Landlord Representative via electronic mail. Within two (2) business days, the Landlord Representative will meet with the Tenant to review the invoice, Fee application, or Application for Payment, to discuss same and expense to review the work performed under the contract for the improvements. The Landlord Representative shall have two (2) business days from the date of that meeting to advise the Tenant in writing if he/she has any issue with the invoice, Fee application, or Application for Payment. If no written notice is provided, the Landlord Representative must sign off on the invoice, Fee application, or Application for Payment. If the Landlord Representative and Tenant are unable to resolve an issue with the invoice, Fee application, or Application for Payment, then the issue must be presented to the Architect hired by the Tenant to resolve the dispute within the next three [3] business days. The decision of the Architect will be binding on the Landlord Representative and the Tenant. (f) To authorize the Tenant to and provide the Tenant with the unfettered right to contract for the improvements so long as it is within the approved budget set forth herein. (g) The Landlord Representative shall at all times cooperate with the Tenant and shall not be part of interfere with the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by construction work for the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building Project and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencycontemplated herein.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that Notwithstanding the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as provisions of the Commencement Date Section 7.2 of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building exterior, the Tenant Improvements and/or the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”)) in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming ADA which become effective after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(a) shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the plumbing, fire sprinkler, lighting, heating, ventilation and air conditioning systems serving the Premises (the “Building Systems”) shall be in good operating condition on the Commencement Date, and that the roof of the Building shall be in a “weather-tight” condition as of the Commencement Date. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty as to the Building Systems not later than thirty (30) days following the Commencement Date, and/or of a non-compliance with the foregoing warranty as to the roof of the Building not later than one hundred eighty (180) days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense, except for the application of available repair reserves maintained as part of Project Costs.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that Notwithstanding the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as provisions of the Commencement Date Section 7.2 of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building exterior, the Tenant Improvements and/or the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseEarly Occupancy Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Early Occupancy Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective ADA in effect after the execution of this LeaseEarly Occupancy Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(b) shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the building systems serving the Premises, including without limitation, the roof, mechanical, electrical, plumbing, air conditioning, heating, ventilating, and existing dock equipment (i.e. doors, levelers, and lights) shall be in good operating condition on the Early Occupancy Date. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty on or before one hundred eighty (180) days from and after the Early Occupancy Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord's cost and expense. Tenant's acceptance of the Premises shall be subject to the foregoing and to the provisions of this Lease regarding delivery of possession and completion by Landlord of all punch-list items.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that Notwithstanding the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as provisions of the Commencement Date Section 7.2 of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building exterior, the Landlord’s Work and/or the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”)) in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior, the Tenant Improvements and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming ADA which become effective after the execution of this LeaseCommencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4(a) shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the plumbing, fire sprinkler, lighting, heating, ventilation and air conditioning systems serving the Premises (the “Building Systems”) shall be in good operating condition on the Commencement Date, and that the roof of the Building shall be in a “weather-tight” condition as of the Commencement Date. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty as to the Building Systems not later than thirty (30) days following the Commencement Date, and/or of a non-compliance with the foregoing warranty as to the roof of the Building not later than one hundred eighty (180) days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense, except for the application of available repair reserves maintained as part of Project Costs.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s 's sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance of the Building and/or exterior and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by TenantCosts. All other compliance or ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) Areas), the Tenant Improvements and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4 shall be made promptly following notice of non-compliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord. Further, Landlord shall, during the initial Lease Term, correct, repair or replace, at Landlord's sole cost and expense and not as a Project Cost, any failure of the structural components of the foundations, footings and load-bearing walls of the Building. The corrections, repairs or replacements required of Landlord in the preceding sentence of this Section 2.4 shall be made promptly following notice from Tenant. (b) Landlord warrants to Tenant that all Building systems including but not limited to mechanical, electrical, plumbing, heating, ventilating and air conditioning and life-fire safety shall be new and in good working order as of the Commencement Date and shall be free from defects in workmanship or materials for a period of twelve (12) months from the Commencement Date. Landlord shall promptly rectify any non-compliance at its sole cost and expense and not as a Project Cost after receipt of written notice from Tenant within such time setting forth the nature and extent of any such non-compliance.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s 's sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance of the Building and/or Building(s) or the Premises (other than the Tenant Improvements) and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including including, without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part ") in effect as of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Commencement Date. Landlord shall correct, repair or replace any non-compliance of the Building or the Premises (other than the Tenant Improvements) and the Common Areas with any laws enacted or effective after the Commencement Date including, without limitation, revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, ADA provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including including, without limitation, in connection with Tenant’s those arising as a result of construction by Tenant of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same Areas), the Tenant Improvements and those that arise particularly as more particularly provided in Section 7.3 a result of this Lease) and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord. (b) Landlord agrees to repair, at its sole cost and expense and not as an Operating Expense latent defects which arise in the structural components of the roof and Building, including floor/ceiling slabs, columns, beams, walls and the foundations and footings of the Building during the initial Lease Term. If a non-compliance with the foregoing warranty exists, Landlord shall, promptly after receipt of the written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord's sole cost and expense. (c) If Tenant is required to make repairs to any component of the Premises or any of its systems for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the benefit of Tenant. Landlord shall be under no obligation to incur any expense in connection with asserting rights under such warranties or guaranties against either the contractor or the manufacturer, but shall use reasonable good faith efforts to enforce such warranties and guaranties for Tenant's benefit.

Landlord’s Responsibilities. Subject to the provisions of Paragraph 15 below, Landlord shall maintain in good order and repair, commensurate with the maintenance provided by reasonably prudent owners of Comparable Buildings, the Building Structure. In addition, Landlord shall maintain, or cause to be maintained, in good order and repair, commensurate with the maintenance provided by reasonably prudent owners of Comparable Buildings, the Building Systems (a) Landlord warrants with respect to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving systems, to the point where the Building and plumbing system ties into any plumbing located in the Premises (collectively, and to the “Building Systems”point of connection with the circuit breakers for the Premises), shall be in good operating condition and repair as of except to the Commencement Date of this Leaseextent provided below. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are need not in good operating condition within 60 days following the Commencement Date, then Landlord shall, make any other improvements or repairs except as otherwise provided in specifically required under this Lease, promptly after receipt of such notice from Tenant setting forth and nothing contained in this Paragraph 10.1 1. The costs incurred by Landlord pursuant to the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B provisions of this Lease. Paragraph 10.1 (b) Landlord shall correct, repair and/or replace any non-compliance excepting therefrom the costs of all necessary and customary capital repairs and capital replacements of the Building and/or Structure, which shall be the Common Areas with all building permits sole obligation of Landlord to perform and codes in effect pay for without right of reimbursement from Tenant except to the extent that such capital repairs or replacements are required due to damage (other than ordinary wear and applicable as tear) caused by the acts, omissions, negligence or willful misconduct or misuse of the execution of this LeasePremises or Building, including without limitationor applicable portion thereof, the provisions of Title III by Tenant or any Tenant Related Parties, in which event, subject to Paragraph 8.6 above, Tenant shall be obligated to pay or reimburse Landlord for 100% of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs repair or replacements replacement (amortized over unless Landlord can pass-through such cost as an Operating Expense to all other tenants in the useful life thereofBuilding on a percentage share basis, in which event Tenant shall pay or reimburse Landlord for Tenant’s percentage share of the cost of such repair or replacement within thirty (30) days after receipt by Tenant of Landlord’s invoice therefore accompanied by reasonable supporting documentation) with respect to the Building shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain an Operating Expense and with respect to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Exterior Common Areas if Landlord shall consent be an Exterior Common Area Operating Expenses (in both cases, subject to same as more particularly provided any applicable limitations or exclusions set forth elsewhere in Section 7.3 of this Lease) and Tenant shall pay, as Additional Rent, Tenant’s share of such costs to Landlord as provided in Paragraph 12 below and the operation preventive maintenance costs incurred by Landlord with respect to the rooftop HVAC units serving the Building shall be included in Operating Expenses and provided, further, if repair or replacement of the Building Structure or Building Systems referred to above is caused by (i) Tenant’s breach of any of Tenant’s business obligations under this Lease, or (ii) any misuse of the Premises or Building by, or negligence or willful misconduct of, Tenant or any Tenant Related Parties, then Tenant shall reimburse or pay to Landlord, within thirty (30) days after receipt of a statement or invoice and employment practices in reasonable back up documentation of such costs, for one hundred percent (100%) of the Premises, shall be costs paid or incurred by Landlord to repair or replace the responsibility of Tenant at its sole cost and expensesame less any insurance proceeds received by Landlord allocable to the Building Structure or Building Systems. The repairsforegoing to the contrary notwithstanding, corrections or replacements required of costs incurred by Landlord for maintenance and/or repairs to the dedicated HVAC units serving the Premises will be billed back to Tenant based on actual maintenance and repair costs incurred by Landlord, and Tenant shall reimburse Landlord or pay to Landlord such costs within thirty (30) days following Tenant’s receipt of Tenant under the foregoing provisions of this Section shall be made promptly following notice of nona statement or invoice and reasonable back-compliance from any applicable governmental agencyup documentation evidencing such costs.

Landlord’s Responsibilities. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees: (ai) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectivelyincluding, without limitation, the “Building Systems”), Tenant Improvements” constructed pursuant to the Work Letter attached hereto) shall be in good and clean operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord , (ii) that the Building Systems are not plumbing, electrical and mechanical systems serving the Building, including, without limitation, the HVAC systems, shall be in good operating condition within 60 days following as of the Commencement Date, then and to the extent such systems fail to operate properly, that Landlord shall correct, repair or replace such systems during the initial six (6) months of the Term at Landlord’s sole cost and expense and not as a Project Cost, and (iii) that Landlord, at its sole cost and expense, shall correct, repair or restore the integrity of the slabs, foundations, footings, load-bearing walls and structural components of the roof of the Building during the initial 36-month Term of the Lease. Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such the written notice from Tenant setting forth the nature and extent of such noncompliancethe need of any repairs referred to in the foregoing, rectify same at Landlord’s sole cost and expense. Further, Landlord shall correct, repair or replace, at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance noncompliance of the Building (including, without limitation, the Tenant Improvements constructed therein) and/or the Common Areas of the Project with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including including, without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”)) in effect as of the Commencement Date. Said costs of compliance shall be Subject to the provisions for Landlord’s sole cost construction and expense rehabilitation and shall not be part the inclusion of the Operating Expenses described amortized costs thereof in Exhibit B of this Lease; “Project Costs” as provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution Section 5.1 of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All all other ADA compliance issues which pertain to regarding the Premises, including including, without limitation, in connection with Tenant’s construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and connection with the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4 in connection with noncompliance with permits and codes shall be made promptly following notice of non-compliance noncompliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord.

Landlord’s Responsibilities. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees: (ai) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectivelyincluding, without limitation, the “Building Systems”), "Tenant Improvements" constructed pursuant to the Work Letter attached hereto) shall be in good and clean operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord , (ii) that the Building Systems are not plumbing, electrical and mechanical systems serving the Building, including, without limitation, the HVAC systems, shall be in good operating condition within 60 days following as of the Commencement Date, then and to the extent such systems fail to operate properly, that Landlord shall correct, repair or replace such systems during the initial six (6) months of the Term at Landlord's sole cost and expense and not as a Project Cost, and (iii) that Landlord, at its sole cost and expense, shall correct, repair or restore the integrity of the slabs, foundations, footings, load-bearing walls and structural components of the roof of the Building during the initial 36-month Term of the Lease. Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such the written notice from Tenant setting forth the nature and extent of such noncompliancethe need of any repairs referred to in the foregoing, rectify same at Landlord’s 's sole cost and expense. Further, Landlord shall correct, repair or replace, at Landlord's sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance noncompliance of the Building (including, without limitation, the Tenant Improvements constructed therein) and/or the Common Areas of the Project with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including including, without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part ") in effect as of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by Commencement Date. Subject to the permitting and/or provisions for Landlord's construction and rehabilitation and the inclusion of the Tenant Improvements shall be included amortized costs thereof in "Project Costs" as part of the “Completion Cost” of the Tenant Improvement Work (as defined provided in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution Section 5.1 of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All all other ADA compliance issues which pertain to regarding the Premises, including including, without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and connection with the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4 in connection with noncompliance with permits and codes shall be made promptly following notice of non-compliance noncompliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas of the Project and the restrooms of the Buildings with all building permits and codes in effect and applicable as of the execution Delivery Date of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of the Tenant Improvements, any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the roof, plumbing, fire sprinkler and alarm system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises shall be in compliance with all current codes and regulations in effect on the Delivery Date, and shall warrant that the roof and all of the foregoing systems shall be in good operating condition on the Delivery Date and during the initial 12 months following the Delivery Date. Notwithstanding the foregoing, Landlord’s warranty obligation contained in this Section shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises, (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements), nor (iii) to the extent impaired by Tenant’s construction of the Tenant Improvements. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty on or before 12 months following the Delivery Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense (and not a Project Cost).

Landlord’s Responsibilities. (a) 2.1 The Landlord warrants confirms by the signing of this Agreement that he/she is the sole or joint owner of the property. 2.2 If a mortgage exists on the property, the Landlord must obtain the lender’s consent to Tenant let. 2.3 If the Landlord is a leaseholder the terms of the lease must be checked and any necessary consent obtained to let. 2.3.1 In the instance of 2.3, the landlord must provide the agent with a copy of the lease to ensure the tenant complies with the terms. 2.4 The Landlord must ensure that adequate cover exists under both building and contents insurance and must inform the insurers that the roof, fire sprinkler system, heating, ventilation property is to be let. 2.5 The Landlord agrees to provide the property with a working telephone line/broadband that is ready to be used by the tenant at the tenant’s own expense. 2.6 The Landlord agrees to pay any outstanding utility charges covering the period up to and air conditioning system including the Landlord’s vacation of the Property and all mechanical, plumbing and electrical systems (including ballasts) serving any period when the Building property is unoccupied. 2.7 The Landlord will ensure that the carpets in the property are professionally cleaned prior to commencement of the tenancy and the Premises (collectivelyproperty is in a clean condition and good decorative order. If the property has not been cleaned prior to the inventory being carried out on a managed property, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have agent retains the right to inspect that same instruct a professional clean prior to and/or after the Commencement Datetenancy commencement at the landlords’ cost. 2.8 Where applicable the Landlord agrees to have all chimneys swept before the commencement of the tenancy. 2.9 The Landlord will ensure payment of contractor’s invoices in the event the agent is satisfied with the work without hesitation. 2.10 The Landlord will ensure compliance with the Furniture and Furnishings (Fire) (Safety) Regulations 1988 (amended 1989, 1993 & 1996) with regard to minimum fire resistant standards of specified items supplied in the course of letting property, the Landlord being responsible for all costs involved. 2.11 The Landlord will ensure compliance with the Electrical Safety Standards in the Private Rented Sector (England) Regulations 2020 and other relevant legislation with regard to the condition and safety of electrical equipment and appliances in tenanted premises, the landlord being responsible for all costs involved. Provided The Electrical Installation Condition Report (EICR) must be given to the Tenant at the commencement of the Tenancy Agreement. Where no EICR is provided by you within 10 working days prior to a Tenancy Agreement commencing we reserve the right to instruct a suitably qualified contractor to undertake the preparation of the EICR on your behalf. The cost of the preparation of the EICR will be payable by you to us when this work is ordered and is non-refundable. If any additional remedial works are required we will provide a quote & the work must be undertaken by that contractor or a contractor of your choice within 28 days with proof of works provided to the agent and therefore the tenants. The costs in making the property safe is a landlord’s responsibility. 2.12 The Gas Safety Certificate (GSC) must be given to the Tenant shall at the commencement of the Tenancy Agreement. Where no GSC is provided by you within 5 working days prior to a Tenancy Agreement commencing we reserve the right to instruct a suitably qualified contractor to undertake the preparation of the GSC on your behalf. The cost of the preparation of the GSC will be payable by you to us when this work is ordered and is non-refundable along with any additional costs in making the property safe & passed. 2.12.1 During the remaining period of any Tenancy Agreement. A GSC must be renewed annually. We reserve the right to instruct a suitably qualified contractor to undertake the preparation of a further GSC before its expiry should this not have been supplied by you to us 5 working days prior to expiry of the current GSC. The cost of this will be payable by you to us when this work is ordered and is non- refundable. 2.13 The Landlord will provide the Agent a full set of keys for each adult tenant and if FM & PM service with a full management set of keys to the property before the start of the tenancy. The agent reserves the right to get keys cut prior to the tenancy if not provided and the cost of the key cutting & admin time will be chargeable to the landlord. 2.14 The Landlord agrees at his discretion to permit the tenant to fix pictures or any other wall hangings to the walls of the property provided that picture hooks are used and not sellotape, blu-tack, nails or screws. 2.15 The Landlord will give notice in writing to the Agent of the Landlord’s intention to re-possess the property. This notice must be given in sufficient time for the correct termination notices to be served on the tenant. 2.16 To indemnify the Agent, within 7 days of a demand for payment, against all claims, costs and expenses of whatever nature which may be made by the Department of Social Security, the Local Authority, any other Local or National Government Department, or any other person or body, which arises from the collection and payment to the credit of the Landlord any monthly rent pursuant to this Agreement. 2.17 The Landlord agrees to pay the Agent’s fees in accordance with Clause (4) of this Agreement. 2.18 The Landlord undertakes to notify the Agent of any discrepancies with the management of the property within 14 days of resuming responsibility at the end of the management of the property. 2.19 The Landlord agrees to inform the Agent of the fact or intention that the Building Systems Landlord will be living abroad for more than 6 months during the tenancy and will ensure compliance with the Tax Management Xxx 0000 (Overseas Clients). The Landlord authorises the Agent to liaise with HM Revenue & Customs and where no exemption certificate has been received, the Landlord authorises the Agent to make deductions from the net monthly income at current base rate tax and subsequently make quarterly payments to HM Revenue & Customs in accordance with the Non-Resident Landlord Scheme; and 2.19.1 the Landlord is required to notify the Agent in writing of any change in residential status as regards to clause 2.19 above; and 2.19.2 the Landlord will pay a fee of £75 plus VAT (£90 inc VAT) per quarter (that will be deducted from the rental income for each financial year or part thereof) in respect of the Agent’s work arising from any duties detailed in Clause 2.19 above. 2.20 The Landlord remains responsible for the supervision of the property whilst unoccupied/during a void period although the Agent reserves the right to arrange visits by staff in the process of re-letting. The Landlord will remain responsible for ensuring suitable protection for water systems from frost or cold weather damage. The Landlord should therefore ensure that such risks are covered by insurance and that adequate arrangements are made with a third party to protect against such an event. 2.21 The Landlord agrees to inform the Agent in writing of any change to his contact details. 2.22 The Landlord agrees to inform the Agent of any periods of absence or holiday and to provide emergency contact details that can be used by the Agent if necessary. The Landlord will notify the Agent in writing of any change to the emergency contact details that are to be kept on the Agent’s records. 2.23 The Landlord agrees to inform the Agent of any restrictions in the head lease of the property (where applicable) and provide copies of this information. The Landlord also agrees to provide the Agent with details of any restrictions to the tenancy imposed by his mortgage company, insurer or other relevant company. 2.24 The Landlord agrees to provide the Agent with a valid Energy Performance Certificate (EPC) for the property before marketing of the property commences. The EPC must be made available to the tenant prior to the signing of the tenancy agreement. Where there is not a valid EPC in place, the Landlord authorises the Agent to arrange the completion of the EPC at the landlord’s expense prior to marketing the property as available to let. 2.25 The Landlord confirms that he is aware of the tenancy deposit legislation and unless instructed to the contrary allows the agent to deal with the deposit as per clause 1. 2.26 The landlord confirms that there are adequate smoke and carbon monoxide alarms at the property in line with current legislation. Where there are not in good operating condition within 60 days following adequate smoke and carbon monoxide alarms installed at the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part point of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitationinventory being carried out, the provisions of Title III of Agent will arrange for installation at the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlordlandlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairscost of which is as follows:- Supply & fit smoke alarm £60.00 inc VAT per unit (Required on each storey of a property, corrections or replacements required of Landlord or of Tenant under i.e. a two storey property must have two smoke alarms fitted, one on the foregoing provisions of this Section shall be made promptly following notice of non-compliance from ground floor and one on the first floor). Supply & fit carbon monoxide alarm £60.00 inc VAT per unit (Recommended in any applicable governmental agencyroom with an CO producing appliance).

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning system and all mechanical, plumbing systems and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after on the Commencement Date. Provided that Tenant shall notify Landlord that of a non-compliance with the Building Systems are foregoing warranty not in good operating condition within 60 later than sixty (60) days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such written notice from Tenant setting forth the nature and extent of such noncompliancenon-compliance, rectify same at Landlord’s cost and expense. Notwithstanding the foregoing, Landlord’s obligations contained in this Section 2.4(a) to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, walls, foundations and footings of the Building, nor (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements). (b) Landlord shall correct, repair or replace, at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance of the Building and/or or the Premises and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including including, without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part ) in effect as of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by Commencement Date, except to the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of extent such correction, repair or replacement resulted from the Tenant Improvement Work (as defined in the Work Letter) affecting areas other than the Existing Office Area (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building or the Premises and the Common Areas with any laws enacted or effective after the Commencement Date, including, without limitation, revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, ADA provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant, and if applicable, prorated with other tenants within the Project. All other ADA compliance issues which pertain to the Premises, including including, without limitation, in connection with Tenant’s those arising as a result of construction by Tenant of any Alterations (as defined below) or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) Areas), and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord. (c) Landlord represents and warrants that the roof of the Building was replaced in the year 2000. (d) Prior to the Commencement Date, Landlord shall replace those heating, ventilating and air conditioning units serving the Building which are identified on Exhibit F attached hereto, at Landlord’s sole cost and expense (but subject to the applicable provisions of Section 4.2(g) for recovery of the amortized amount of capital replacement costs as part of “Project Costs”). (e) Landlord shall, except as otherwise provided in this Lease, maintain and repair the structural integrity of the foundation, load-bearing exterior walls, structural components of the roof and the main sewer line serving the Premises (exterior to the Building) at Landlord’s sole cost and expense and not as a Project Cost. Notwithstanding the foregoing, Landlord’s obligations contained in this Section 2.4(e) to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, walls, foundations and footings of the Building, nor (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements).

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.3(a) shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord warrants to Tenant that the plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems serving the Premises shall be in good operating condition on the Commencement Date of this Lease. Provided that Tenant shall notify Landlord of a non-compliance with the foregoing warranty not later than thirty (30) days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s sole cost and expense (and not as a Project Cost). (c) During the initial 60-month Term of this Lease, Landlord agrees to repair and/or replace, at its sole cost and expense and not as a “Project Cost”, the structural components of the roof, the load-bearing walls and the foundations and footings of the Building. Notwithstanding the foregoing, Landlord’s obligation contained in this Section 2.3(c) to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, walls, foundations and footings of the Building, nor (ii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Tenant shall be responsible for the reasonable costs of such repairs and/or replacements). The repairs or replacements required of Landlord pursuant to this Section 2.3(c) shall be made promptly following notice from Tenant.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date Notwithstanding any provision of this Lease. Tenant Lease to the contrary, including without limitation the provisions of Sections 5.1 and 7.1 hereof, Landlord shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Datecorrect, then Landlord shallrepair or replace, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance of the Building and/or or the Premises (other than the Tenant Improvements) and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including including, without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part ) in effect as of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter)Commencement Date. Landlord shall correct, repair or replace any non-compliance of Building or the Building Premises (other than the Tenant Improvements) and the Common Areas with any laws enacted or effective after the Commencement Date including, without limitation, revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, ADA provided that the amortized cost of such repairs or replacements (amortized over the useful life thereofthereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including including, without limitation, in connection with Tenant’s those arising as a result of construction by Tenant of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) Areas), the Tenant Improvements and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord.

Landlord’s Responsibilities. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees: (ai) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectivelyincluding, without limitation, the “Building Systems”), "Tenant Improvements" constructed pursuant to the Work Letter attached hereto) shall be in good and clean operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord , and that the Building Systems are not plumbing, electrical and mechanical systems serving the Building, including, without limitation, the HVAC systems, shall be in good operating condition within 60 days following as of the Commencement Date, then and (ii) that Landlord, at its sole cost and expense, shall correct, repair or restore the integrity of the slabs, foundations, footings, load-bearing walls and structural components of the roof of the Building during the initial Term of the Lease. Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such the written notice from Tenant setting forth the nature and extent of such noncompliancethe need of any repairs referred to in the foregoing, rectify same at Landlord’s 's sole cost and expense. Further, Landlord shall correct, repair or replace, at Landlord's sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance of the Building (including, without limitation, the Tenant Improvements constructed therein) and/or the Common Areas of the Project with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part ") in effect as of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by Commencement Date. Subject to the permitting and/or provisions for Landlord's construction and rehabilitation and the inclusion of the Tenant Improvements shall be included amortized costs thereof in "Project Costs" as part of the “Completion Cost” of the Tenant Improvement Work (as defined provided in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution Section 5.1 of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All all other ADA compliance issues which pertain to regarding the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and connection with the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4 in connection with noncompliance with permits and codes shall be made promptly following notice of non-compliance noncompliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except Except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncomplianceLandlord shall, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions maintain and repair (for purposes of this Section Lease, the term “repair” shall be made promptly following notice deemed to include replacement) in good condition throughout the Term: (a) all structural components of the Building, including without limitation the Building structure, foundation, roof structure and membrane (including without limitation roof drains, gutters, penetrations, access doors and panels (including without limitation associated framing and sealing), and parapet), exterior walls and doors, exterior windows (including without limitation associated framing and sealing, and glazing; but excluding glass), interior structural walls, and all structural floor and ceiling components; and (b) all Building systems and mechanical components, including without limitation electrical (excluding non-compliance from concealed (e.g., readily accessible) fixtures, which shall be Tenant’s responsibility), mechanical, plumbing (excluding non-concealed (e.g., readily accessible) fixtures such as sinks, toilets, showers and visible plumbing pipes connected to the fixture, which shall be Tenant’s responsibility), and fire protection systems (but not heating and air conditioning systems, which shall be Tenant’s responsibility). Landlord shall not be required to maintain and repair in good condition any applicable governmental agencydamage to or destruction of the Property, or any portion thereof, caused by any casualty not required to be repaired under Section 8.1 of this Lease, or caused by any condemnation or taking of the Property, or any portion thereof or interest therein, not required to be repaired under Section 9.1 of this Lease. Landlord shall have the right to erect scaffolding and other apparatus necessary for the purpose of making repairs to the Property, and Landlord shall have no liability for interference with Xxxxxx’s use because of such work (which may be conducted during normal business hours), provided Landlord conducts such work in a commercially reasonable manner. Provided Landlord conducts all maintenance, repair, and other work in a commercially reasonable manner, Tenant shall have no claim against Landlord for any interruption or reduction of services or interference with Tenant’s occupancy caused by Landlord’s maintenance, repair, or other work, and no such interruption or reduction shall be construed as a constructive or other eviction of Tenant.

Landlord’s Responsibilities. (a) The Landlord warrants hereby covenants and agrees to Tenant that maintain in good condition and repair the foundation, roof, fire sprinkler systemelevators, exterior masonry walls of the Building and all common areas in the Building, Garage and Grounds as well as sewer, water and other pipes and conduits located beyond the boundaries of the Leased Premises; and to make all repairs becoming necessary by reason of any structural defects in the Building; provided, however that Landlord shall not be required to make any repairs necessitated by reason of any act or omission of Tenant, its officers, agents, employees, visitors, or anyone claiming under Tenant, or caused by any alteration, addition, or improvement made by Tenant or anyone claiming under Tenant, and that if Landlord does make any such repairs Tenant shall promptly, upon demand, reimburse to Landlord the cost thereof. (b) The Landlord shall maintain, operate and repair heating, ventilation ventilation, air conditioning, plumbing and sprinkler systems (hereinafter know as the "Systems") and shall provide: (i) Heating, ventilating and air conditioning system in the Leased Premises at the temperature required for a comfortable occupancy of the Leased Premises of 68-74 degrees Fahrenheit during business hours of 7:00 a.m. through 7:00 p.m. weekdays and all mechanical, plumbing and electrical systems 7:00 a.m. to 2:00 p.m. on Saturday (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”"Business Hours"), excluding Sunday and holidays. There shall be in good operating condition and repair as no "after hours" HVAC charges for normal usage by Tenant during non Business Hours. Because of the Commencement Date system requirements, if Tenant shall require additional air conditioning or heating service at any other time, Landlord shall furnish such "after hours" air conditioning or heating service upon reasonable advance notice from Tenant at a rate of this Leasetwenty-five dollars ($25) per hour. Tenant shall have the right to inspect that same audit any such expenses upon written notice to Landlord within ten (10) days of receipt of invoice. Tenant may withhold any amounts alleged to be due Landlord until five (5) business days after Tenant's receipt of such audit. (ii) Cool water for drinks, lavatory, and toilet purposes and hot water for lavatory purposes. (c) The Landlord shall provide electricity consumed in the Leased Premises for normal lighting, air conditioning and operation of the Tenant's normal office equipment only. However, Landlord shall not be liable in any way to Tenant for any failure or default in supply or character of electric current furnished to the Leased Premises, provided such failure or default is beyond the reasonable control of Landlord. Landlord shall supply the Leased Premises with the required lamps, bulbs, ballast, starters, and replacements thereof in the ordinary course of business, with Tenant's cooperation through proper communication of need for said replacement items at Tenant's expense. Tenant's use of electric current in the Leased Premises shall not at any time exceed the capability of electrical conductors and equipment in or otherwise servicing the Leased Premises. Tenant shall not make or perform or permit any alterations to wiring, installations, lighting fixtures or other electrical facilities in any manner without prior written consent of Landlord. In each instance, should Landlord grant any such consent for additional risers or other equipment required thereof, such equipment shall be installed by Landlord or Landlord's approved agent and the cost thereof shall be paid by Tenant upon Landlord's demand. As a condition to and/or after the Commencement Date. Provided grant any such consent, Landlord may require that Tenant agree to an increase in the Annual Additional Rent payable hereunder by an amount which will reflect the value to Tenant of the additional electrical current to be made available to the Tenant. Such calculation, if required, may be determined by a reputable independent electrical engineer to be selected by Landlord with the cost of said engineer to be paid by Tenant. (d) Tenant will not install or operate in the Leased Premises any heavy duty electrical equipment or machinery, without first obtaining prior written consent of Landlord. Landlord may require, as a condition to its consent for the installation of such equipment or machinery, payment by Tenant of Additional Rent for excess consumption of electricity that may be occasioned by the operation of said equipment or machinery. Landlord may make periodic inspections of the Leased Premises at reasonable times to determine that Tenant's electrically operated equipment and machinery complies with the provisions of this section and to review for excessive heat generation. Any individual piece of electrically operated machinery or equipment that draws in excess of two (?.) kilowatts shall notify be deemed as requiring excess electrical current. The total average consumption of electricity in excess of five (5) xxxxx per square foot for the Leased Premises shall also be deemedexcessive. If the quantity of electricity consumed by the Tenant reveals that the Tenant's use is excessive as outlined above, the Landlord may require that one or more separate meters be installed on the Leased Premises to record the consumption or use of electricity. The cost of any meters and/or installation, maintenance and repair thereof shall be paid for by Tenant. Tenant agrees to pay Landlord (or the utility company, if direct service is provided by the utility company), promptly upon demand for all such electric consumption and demand as shown by said meters, or a flat monthly charge determined by the survey, as applicable, at the rates charged for such service by the local public utility company. If Tenant's cost of electricity based on meter readings is to be paid to Landlord, Tenant shall not pay a service charge related thereto. Landlord shall use best efforts to meet Tenant's excessive electrical needs. (e) Landlord shall not be liable for its failure to maintain comfortable atmospheric conditions in all or any portion of the Leased Premises due to heat generated by any equipment or machinery installed by Tenant (with or without Landlord's permission) that exceeds normal generally accepted engineering design practices for normal office purposes. If Tenant desires additional cooling to offset excessive heat generated by such equipment or machinery, Tenant shall pay for auxiliary cooling equipment and its operating costs including without limitation electricity, gas, oil, and water, and/or pay for excess electrical consumption by the existing cooling system, as appropriate. (f) The Landlord shall also provide the cleaning services detailed on Exhibit "E". (g) Tenant shall provide Landlord with written notice if Landlord fails to provide any of the services under this Section 8 and the same shall be subject to the terms of Paragraph 26 below. (h) Landlord represents and warrants that the Building Systems and Leased Premises are not in good operating condition within 60 days following compliance with any and all applicable federal, state or local laws or regulations including without limitation, applicable zoning laws and environmental laws. (i) Landlord warrants and represents that it is legally entitled to lease the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt Leased Premises to Tenant free and clear of such notice from Tenant setting forth the nature any encumbrances or obligations which may now or later interfere with Tenant's quiet use and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part enjoyment of the Operating Expenses described in Exhibit B Leased Premises as further set forth herein. (j) Landlord warrants and represents that it shall use its best efforts to accommodate Tenant's bona fide space needs throughout the Term of this the Lease. (bi) In the event that Landlord is unable at any time after the fifth Lease Year to accommodate Tenant's space needs through the existing Building and there is not an adjoining building in existence, Tenant may request in writing that Landlord construct an adjoining building and Landlord shall correctcomplete such construction within one (1) year from the date of Tenant's request. In the event that said adjoining building is not completed by Landlord in such timeframe, repair and/or replace any non-compliance of Tenant shall have the Building and/or right to terminate the Common Areas with all building permits and codes Lease upon six (6) months written notice to Landlord. (ii) Upon termination under this Paragraph 8(j), Tenant shall pay to Landlord a termination penalty equal to: twelve (12) months net Base Rent if exercised in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act Lease Year six (“ADA”6). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described ; nine (9) months net Base Rent if exercised in Exhibit B of this LeaseLease Year seven (7); provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work or six (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective 6) months net Base Rent if exercised after the execution of this Lease, provided that the amortized cost of such repairs or replacements Lease Year Seven (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain 7),in addition to the Premises, including without limitation, in connection with Tenant’s construction repayment of any Alterations or other unamortized improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Leaseincluding refurbishment allowances) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencycommissions.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roofshall correct, fire sprinkler systemrepair or replace, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s 's sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correcta Project Cost, repair and/or replace any non-compliance of the Building and/or exterior and the Common Areas with all applicable building permits and codes in effect and applicable as of the execution of this LeaseCommencement Date, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“"ADA”)") in effect as of the Commencement Date. Said costs of compliance shall be Landlord’s 's sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by TenantCosts. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s 's construction of any Alterations alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) Areas), the Tenant Improvements and the operation of Tenant’s 's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4 shall be made promptly following notice of non-compliance from any applicable governmental agency. Tenant shall promptly forward any such notice that Tenant receives to Landlord. Further, Landlord shall, during the initial Lease Term, correct, repair or replace, at Landlord's sole cost and expense and not as a Project Cost, any failure of the structural components of the foundations, footings and load- bearing walls of the Building. The corrections, repairs or replacements required of Landlord in the preceding sentence of this Section 2.4 shall be made promptly following notice from Tenant. (b) Landlord warrants to Tenant that all Building systems including but not limited to mechanical, electrical, plumbing, heating, ventilating and air conditioning and life-fire safety shall be new and in good working order as of the Commencement Date and shall be free from defects in workmanship or materials for a period of twelve (12) months from the Commencement Date. Landlord shall promptly rectify any non-compliance at its sole cost and expense and not as a Project Cost after receipt of written notice from Tenant within such time setting forth the nature and extent of any such non-compliance. (c) In connection with the completion of the Tenant Improvements pursuant to the Work Letter, Landlord shall obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If after expiration of the initial twelve (12) months of the Lease Term, Tenant is required to make repairs to any component of the Premises or any of its systems for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the benefit of Tenant. Landlord shall be under no obligation to incur any expense in connection with asserting rights under such warranties or guaranties against either the contractor or the manufacturer, but shall use reasonable good faith efforts to enforce such warranties and guaranties for Tenant's benefit.

Landlord’s Responsibilities. (a) Landlord warrants to Tenant that the roof, fire sprinkler system, heating, ventilation and air conditioning system and all mechanical, plumbing and electrical systems (including ballasts) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as of the Commencement Date of this Lease. Tenant shall have the right to inspect that same prior to and/or after the Commencement Date. Provided that Tenant shall notify Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and shall not be part of the Operating Expenses described in Exhibit B of this LeaseProject Costs; provided that any cost of ADA compliance triggered by the permitting and/or construction of any modification of the Building Structure as part of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agency. (b) Landlord shall correct, repair and/or replace, at its sole cost and expense and not as a Project Cost, the structural components of the roof, the load-bearing walls and the foundations and footings of the Building, and the “below-grade” plumbing fixtures serving the Premises. Notwithstanding the foregoing, Landlord’s obligation contained in this Section to bear such costs and expenses shall not apply: (i) to the costs and expenses of periodic maintenance of the roof, walls, foundations and footings of the Building, and “below-grade” plumbing, (ii) to the cost of replacing the roof membrane and accompanying roof materials as and when such replacement is required, nor (iii) to the extent of the negligence or willful misconduct by Tenant, its employees, agents, contractors, licensees or invitees (in which case Landlord shall still perform the repairs and/or replacements, but to the extent the cost is not covered by Landlord’s insurance, Tenant shall be responsible for the reasonable costs of such repairs and/or replacements). The repairs or replacements required of Landlord pursuant to this Section shall be made promptly following notice from Tenant.

Landlord’s Responsibilities. Subject to the provisions of Paragraph 15 below, Landlord shall maintain in good order and repair the structural roof (a) Landlord warrants to Tenant that the roofand roof membrane), fire sprinkler system, heating, ventilation structural and air conditioning system and all mechanical, plumbing and electrical systems exterior walls (including ballastspainting thereof) serving the Building and the Premises (collectively, the “Building Systems”), shall be in good operating condition and repair as foundations of the Commencement Date of this LeaseBuilding. Tenant shall have give prompt written notice to Landlord of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. The costs incurred by Landlord in maintaining and repairing (and replacing, if necessary) the right to inspect that same prior to and/or after the Commencement Date. Provided that roof membrane shall be an Operating Expense and Tenant shall notify pay, as Additional Rent, Tenant’s share of such costs to Landlord that the Building Systems are not in good operating condition within 60 days following the Commencement Date, then Landlord shall, except as otherwise provided in this Lease, promptly after receipt of such notice from Tenant setting forth the nature and extent of such noncompliance, rectify same at Landlord’s sole cost and expense and not as part of the Operating Expenses described in Exhibit B of this Lease. (b) Paragraph 12 below. All other costs incurred by Landlord shall correct, repair and/or replace any non-compliance of the Building and/or the Common Areas with all building permits and codes in effect and applicable as of the execution of this Lease, including without limitation, pursuant to the provisions of Title III of the Americans With Disabilities Act (“ADA”). Said costs of compliance shall be Landlord’s sole cost and expense and this Paragraph 10.1 shall not be part of the an Operating Expenses described in Exhibit B of this Lease; provided that any cost of ADA compliance triggered by the permitting and/or construction of the Tenant Improvements shall be included as part of the “Completion Cost” of the Tenant Improvement Work (as defined in the Work Letter). Landlord shall correct, repair or replace any non-compliance of the Building and the Common Areas with any revisions or amendments to applicable building codes, including the ADA, becoming effective after the execution of this Lease, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including without limitation, in connection with Tenant’s construction of any Alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas if Landlord shall consent to same as more particularly provided in Section 7.3 of this Lease) and the operation of Tenant’s business and employment practices in the Premises, Expense but shall be the responsibility of Landlord to maintain and repair; provided, however, however, if repair or replacement of the structural roof (and/or roof membrane), structural or exterior walls or foundations of the Building or subsurface utilities is caused by (i) Tenant’s breach of any of Tenant’s obligations under this Lease, (ii) any misuse of the Premises or Building by, or negligence or willful misconduct of, Tenant at its sole cost or any of Tenant’s agents, employees, contractors, subcontractors, invitees, licensees, sublessees or other representatives, then, to the extent so caused, Tenant, subject to Tenant’s right to dispute the same, shall reimburse or pay to Landlord as Additional Rent, within thirty (30) days following receipt of a written statement or invoice and expensereasonable back up documentation of such costs, for one hundred percent (100%) of the costs paid or incurred by Landlord to repair or replace the same less any insurance proceeds received by Landlord allocable to such structural roof (or roof membrane), structural or exterior walls, foundation or subsurface utilities. The repairsIf Tenant disputes any of the costs or charges required to be paid by Tenant pursuant to the terms of the immediately preceding sentence, corrections Tenant may not withhold payment of such costs or replacements required charges billed or invoiced by Landlord to Tenant pending the resolution of Landlord or of Tenant under the foregoing provisions of this Section shall be made promptly following notice of non-compliance from any applicable governmental agencysuch dispute.