Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the structural roof, roof membrane, exterior walls, foundation and other structural portions of the buildings in which the Premises are located. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by Section 10.1 (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedBuilding. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by expressly set forth in Section 10.1 (b) below12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and Center, the roofs (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings Buildings, any demising walls between Tenant's portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant's side of any such demising walls), and any building systems that serve, in which common, both Tenant's portion of the Premises are locatedPhase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 14.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by expressly set forth in Section 10.1 (b) below12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on any of the buildings in which the Premises are located Buildings under Section 10.1(a12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly excluded herein, Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord's repairs or maintenance obligations (x) in the Phase II Building, except to the extent the conditions requiring repair or maintenance affect only Tenant's portion of the Phase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedInitial Building. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 5.2 hereof, (iii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, (iiiiv) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 14.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by Section 10.1 (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Tenant so requests in writing, Landlord fails shall also repair and maintain or cause to perform any repairs be repaired or maintained, on the same basis set forth in Section 12.1(a), the roof membrane of the Initial Building; provided, however, that the cost of such repair or maintenance required shall not constitute an Operating Expense hereunder, but shall instead be entirely allocated to be performed and paid by Landlord on Tenant as the buildings sole lessee of the Initial Building, except to the extent such cost falls into one of the categories set forth in clauses (i) through (iii) of Section 12.1(a), in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then case Tenant shall to that extent have the right no liability or obligation with respect thereto. Any such payment for which Tenant is responsible under this Section 12.1(b) shall be paid by Tenant to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof in cash within fifteen (15) days after ▇▇▇▇▇▇'s receipt of Landlord's written notice from Tenant of the completion and cost of request for such workpayment, accompanied by copies of invoices or and other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset documentation reasonably evidencing the cost of any costs for which such work against rent or other charges falling due from time to time under this Leasepayment is requested.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedBuilding. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by expressly set forth in Section 10.1 (b) below12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the structural roof, roof membrane, exterior walls, foundation and other structural portions of the buildings in which the Premises are located. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by Section 10.1 (b10.1(b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. 31.1 On or before the Commencement Date (a) subject to an Event of Force Majeure and any delays arising due to the act or omission of Tenant or its Agents), Landlord shall repair and maintain will construct or cause to be repaired and maintained constructed a fitness facility on the driveways, parking areas, landscaping and other Common Areas first (1st) floor of the Center and Building for the structural roof, roof membrane, exterior walls, foundation and other structural portions use of the tenants of the Building (the “Fitness Center”’). Landlord will provide Tenant with the plans and specifications for the Fitness Center promptly following Landlord’s approval thereof, as well as a list of the equipment Landlord will place in the Fitness Center; however, Tenant will not have a right to modify, object to, or make comments to such plans and specifications. During the Term, Landlord will operate and maintain the Fitness Center in a manner consistent with other fitness facilities in buildings comparable to the Building in which the Premises are located. The West Houston/Energy Corridor submarket. 31.2 Landlord, at its sole cost and expense (but not to exceed $200,000.00), will update the elevator lobby and restrooms located on the third (3rd) floor of all work performed the Building as determined by Landlord under this Section 10.1 shall be in its sole discretion. Landlord will provide Tenant with the plans and specifications for the upgrade promptly following Landlord’s approval thereof; however, Landlord will use reasonable efforts to accommodate Tenant’s reasonable comments to such plans and specifications. 31.3 On or before the Commencement Date (subject to an Operating Expense hereunder, except to the extent such work (i) is required Event of Force Majeure and any delays arising due to the negligence of Landlord, (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence act or willful misconduct omission of Tenant or its agentsAgents), employees Landlord will construct or invitees cause to be constructed a conference facility on the third (3rd) floor of the Building for the use of the tenants of the Building (the “Conference Center”). Landlord will provide Tenant with the plans and specifications for the Conference Center promptly following Landlord’s approval thereof, as well as a list of the equipment Landlord will place in which event the Conference Center; however, Tenant shall bear will not have a right to modify, object to, or make comments to such plans and specifications. During the full cost of such work pursuant Term, Landlord will operate and maintain the Conference Center in a manner consistent with other conference facilities in buildings comparable to the indemnification provided Building in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by Section 10.1 (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effectWest Houston/Energy Corridor submarket. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas those portions of the Center Building outside of the Premises, the common areas of the Property and the structural Center, the lines and facilities for delivery of Building systems (other than HVAC) and utilities to the perimeter of the Premises (to the extent such lines and facilities are exterior to the Premises or provide shared service to Tenant and to one or more other tenants or occupants of the Building), and the roof, roof membranefoundation, exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedBuilding. The cost of all work performed by Landlord under this Section 10.1 8.1 (a) shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of LandlordLandlord or any of its agents or employees or of any other tenant of the Building, (ii) is a service to a specific tenant or tenants, other than Tenant, for which Landlord has received or has the right to receive full reimbursement, (iii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 5.2 hereof, or (iiiiv) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 10.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by Section 10.1 (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b, except to the limited extent specifically provided in Section 8.1(b) If hereof. In performing its work under this Section 8.1, Landlord fails shall use reasonable efforts not to perform any repairs or maintenance required materially impair Tenant's access to be performed by Landlord on the buildings in which and from the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.Tenant's

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and Center, the roofs (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings Buildings, any demising walls between Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant’s side of any such demising walls), and any building systems that serve, in which common, both Tenant’s portion of the Premises are locatedPhase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 14.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by expressly set forth in Section 10.1 (b) below12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on any of the buildings in which the Premises are located Buildings under Section 10.1(a12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly excluded herein, Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord’s repairs or maintenance obligations (x) in the Phase II Building, except to the extent the conditions requiring repair or maintenance affect only Tenant’s portion of the Phase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center Property and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedBuilding. The cost of all work performed by Landlord under this Section 10.1 8.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense, or any other cost or expense, not includible as an Operating Expense under Section 7.2 5.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 10.6 hereof, subject to the release set forth in Section 12.4 10.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by Section 10.1 (b8.1(b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located Building under Section 10.1(a8.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. 1.1.1 Landlord, at its sole cost and expense, will perform the work necessary, using building-standard plans and finishes, to cause the path of travel to the Expansion Space, as well as the restrooms serving the Expansion Space, to comply with all Laws, including the Americans with Disabilities Act, Title 24 and corresponding state law provisions regarding accessibility (abut not with respect to any compliance upgrades required that result from additional accessibility requirements, if any, arising from Tenant’s particular employees or Tenant’s particular use constituting a place of public accommodation, or Tenant’s proposed occupancy of the Expansion Space at a density level which is greater than that for which it is designed) in effect and as interpreted as of the Fourth Amendment Effective Date (as opposed to any differing Laws or differing interpretations of Laws in effect as of the date of Tenant’s performance of the Tenant Improvement Project (defined in Section 1.1.3 below) (the “Landlord Work”). Tenant shall repair and maintain be responsible for any alterations, additions or cause improvements required by Law to be repaired and maintained made to or in the drivewaysExpansion Space as a result of Tenant’s proposed Tenant Improvements, parking areasbut will not be responsible for such work with respect to the remainder of Nine Maritime (except with respect to any compliance upgrades required that result from additional accessibility requirements, landscaping and other Common Areas if any, arising from Tenant’s particular employees or Tenant’s particular use constituting a place of public accommodation, or from Tenant’s proposed occupancy of the Center and Expansion Space at a density level which is greater than that for which it is designed), unless, with respect to the structural roofTenant Improvement Project, roof membrane, exterior walls, foundation and other structural portions such work is required by any Law (x) which was not in effect as of the buildings in which the Premises are located. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except Fourth Amendment Effective Date or (y) to the extent the same has been amended or whose interpretation by applicable authorities has been modified since the Fourth Amendment Effective Date. Tenant’s obligation to comply with Laws as a consequence of the performance of subsequent Alterations will be governed by the Lease. 1.1.2 Notwithstanding the provisions of Section 1.1.1 above, if, in the course of constructing the Tenant Improvements, Tenant discovers asbestos-containing sprayed on fireproofing material in the Expansion Space, Landlord shall perform the necessary removal or remedial action with respect to such work asbestos-containing material. Tenant will be responsible for the removal of any other asbestos-containing materials which may be located in the Expansion Space (i) is required due to the negligence of Landlord, (ii) is a capital expenditure not includible such as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence floor mastic or willful misconduct of VAT). Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance acknowledges that no penetration of the roof membrane on any of Nine Maritime (which is a transite paneling system) is permitted. 1.1.3 The parties acknowledge that Tenant initially intends to perform interior painting, carpet installation and the installation of telecommunication and data cabling in the Expansion Space prior to Tenant’s initial occupancy of the applicable buildings Expansion Space (the “Preliminary Work”), and, at some point thereafter, to potentially carry out a more extensive Tenant Improvement project in which event there shall be charged back directly to Tenantthe Expansion Space as a separate project (the “Tenant Improvement Project”). For avoidance of doubt, as additional rent both the Preliminary Work and not as an Operating Expense, but subject to the same limitations set forth Tenant Improvement Project will constitute Tenant Improvements for Operating Expenses in Section 7.2 for the purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of this Work Agreement. In connection therewith: 1.1.3.1 Tenant may apply the Allowance (defined below) towards the cost of such repair or maintenance calculated on the basis Preliminary Work and/or the Tenant Improvement Project; 1.1.3.2 Tenant expressly acknowledges that the work described in the final sentence of Section 4(a) of the percentage Fourth Amendment (“Landlord’s HVAC Upgrade”) will not be completed by Landlord prior to the completion of the applicable building Preliminary Work. As an alternative, the parties have agreed that is occupied by Landlord will perform Landlord’s HVAC Upgrade following Tenant). ’s initial occupancy of the Expansion Space at a time mutually agreed upon between Landlord and Tenant knowingly and voluntarily waives concurrently with Tenant’s performance of the right Tenant Improvement Project, provided that (a) Tenant must provide Landlord with notice of the date that Tenant desires to make repairs commence the Tenant Improvement Project at Landlord's expense, except least one hundred twenty (120) days prior to the extent permitted by Section 10.1 proposed date of commencement of the Tenant Improvement Project and (b) belowTenant must vacate its employees from the Expansion Space for a period of approximately ninety (90) days, or commencing as of the date immediately preceding the date of commencement of the Tenant Improvement Project (as amended by the Fourth Amendment), in order to offset allow Landlord to have access to the cost thereof against rentExpansion Space for the purpose of performing Landlord’s HVAC Upgrade (during such period, under any law, statute, regulation or ordinance now or hereafter in effectTenant will have access to the Premises to carry out the Tenant Improvement Project so long as such work does not interfere with Landlord’s ability to carry out the HVAC Upgrade). (b) If 1.1.3.3 Tenant shall not be entitled to any abatement of Rent payable for the Expansion Space as a result of Tenant’s vacation of the Expansion Space for the purposes of allowing Landlord fails to perform Landlord’s HVAC Upgrade or construction of the Tenant Improvement Project, and waives any repairs claims against Landlord arising out of Landlord’s performance of such work; and 1.1.3.4 Landlord has agreed to delay the performance of Landlord’s HVAC Upgrade at Tenant’s request. Tenant expressly acknowledges that if any component of the HVAC system serving 9 Maritime and/or the Expansion Space fails prior to the date upon which Landlord is able to complete Landlord’s HVAC Upgrade, Landlord shall have no liability under the Lease (as amended by the Fourth Amendment) or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) otherwise, as a result of such failure, and such failure continues for thirty shall not trigger any right to an abatement of Rent payable under the Lease (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completionas amended by the Fourth Amendment), then Tenant shall have notwithstanding any provisions of the right Lease to the contrary; Landlord agrees, however, to use reasonable efforts to perform such repairs or maintenance and as may be necessary to any such component as soon as reasonably possible in an effort to bring any such HVAC services back on line. 1.1.3.5 Notwithstanding the foregoing provisions of this Section 1.1.3, if, as of July 31, 2015, Tenant has not notified Landlord of Tenant’s intent to commence the Tenant Improvement Project, Landlord shall reimburse Tenant for have the reasonable cost thereof within fifteen right, upon one hundred twenty (15120) days after days’ prior written notice from to Tenant, to commence Landlord’s HVAC Upgrade. In such event, Tenant shall cause its employees to vacate the Expansion Space as of the date set forth in Landlord’s notice of the date which immediately precedes the date of commencement of Landlord’s HVAC Upgrade and may reoccupy the Expansion Space following completion of Landlord’s HVAC Upgrade. Section 1.1.3.3 above will apply to Landlord’s performance Upgrade pursuant to this Section 1.1.3.5. 1.1.3.6 Notwithstanding the provisions of Section 2 of the Fourth Amendment, the Expansion Abatement Period shall be deemed to be the period commencing as of the Expansion Date (as determined pursuant to the provisions of Section 1 of the Fourth Amendment) and cost expiring as of such workMarch 31, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease2014.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center Property and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in Buildings. In addition, Landlord shall repair and maintain the Breezeway, which is an area of shared use (for ingress and egress) between Tenant and the Premises are locatedtenant of the adjacent building at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 5.2 hereof, (iii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 hereof, or (iiiiv) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by Section 10.1 (b10.1(b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located Buildings under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. Except as otherwise expressly provided in this Workletter (aincluding, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of Landlord’s Work shall repair be borne by Landlord at its sole cost and maintain expense, including any costs or cause to be repaired cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, and maintained any bonds, fees, penalties, assessments and costs associated with meeting conditions imposed on the driveways, parking areas, landscaping and other Common Areas development of the Center and the structural roofby applicable governmental agencies (such as, roof membranebut not limited to, exterior walls, foundation and other structural portions all of the buildings in which fees and costs imposed under Landlord’s Development Agreement with the Premises are located. The cost City of all work performed by Landlord under this Section 10.1 South San Francisco, except that Tenant shall be an Operating Expense hereunder, except responsible for such fees to the extent such work (i) is required due to future fees and costs arise solely from or existing fees and costs are increased solely as a result of Tenant’s Tenant Improvements and/or design or construction changes proposed or requested by Tenant, or as otherwise mutually agreed by the negligence of Landlordparties in writing, (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event provided that Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereofnot be responsible for any bonds, subject to the release set forth in Section 12.4 hereof)fees, costs or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance assessments calculated on the basis of the percentage number of vehicle trips generated by the applicable building Center or the Building); provided, however, that is occupied by Tenantnotwithstanding any other provisions of this Paragraph 4(a). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted the Cost of Improvement relating to the construction of any item or component of Landlord’s Work is increased as a result of any implemented Tenant Change Request, the amount of the actual increase in the Cost of Improvement with respect to such item or component shall be reimbursed by Section 10.1 Tenant to Landlord in cash (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to which reimbursement shall be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof paid within fifteen (15) days after written notice from Tenant of the completion and cost of such workdemand by Landlord, accompanied by copies reasonable documentation of invoices or other reasonable supporting documentation. Under no circumstancesthe increased costs for which reimbursement is claimed) or, howeverby mutual agreement of Landlord and Tenant, shall Tenant have any right may be deducted from Landlord’s maximum obligation under Paragraph 4(b) with respect to offset the cost of any such work against rent or other charges falling due from time to time under this Leasethe Tenant Improvements.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and Center, the roofs (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings Buildings, any demising walls between Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic matters affecting only Tenant’s side of any such demising walls), and any building systems that serve, in which common, both Tenant’s portion of the Premises are locatedPhase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 14.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by expressly set forth in Section 10.1 (b) below12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on any of the buildings in which the Premises are located Buildings under Section 10.1(a12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly excluded herein. Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover, under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord’s repairs or maintenance obligations (x) in the Phase II Building, except to the extent the conditions requiring repair or maintenance affect only Tenant’s portion of the Phase II Building and not the retail portion of the Phase II Building, or (y) in the Common Areas of the Property.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedInitial Building. The cost of all work performed by Landlord under this Section 10.1 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 9.2 hereof, or (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 14.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by expressly set forth in Section 10.1 (b) below‘12.1(b), or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a12.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. (a) In addition to Landlord’s Allowance, prior to the commencement of the Extension Term, Landlord shall repair cause its contractor to (i) cosmetically upgrade the Building’s freight elevator cab (using Building standard plans and maintain or finishes), so that it can be used as a passenger elevator cab during peak operating hours of the Building, as determined by Landlord (but in all events (subject to Paragraph 17.e. of the Lease) from 8:30 A.M. to 9:30 A.M, and from 11:45 A.M. to 1:15 P.M., on Business Days), and (ii) perform all work necessary (if any) to cause the common areas of the Building that are reasonably anticipated to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas in Tenant's path of the Center and the structural roof, roof membrane, exterior walls, foundation and other structural portions of the buildings in which travel to the Premises are located. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunderto comply with Legal Requirements (including Title 24 requirements) regarding handicap access and use and fire and life safety (using Building standard plans and finishes), except to the extent such work (i) is required due as of the commencement of the Extension Term under Legal Requirements that are applicable as of the commencement of the Extension Term in order for Tenant to lawfully access and occupy the negligence Premises as permitted by the Lease. Landlord and Tenant acknowledge that Landlord is currently considering a renovation of Landlordthe Building’s ground floor lobby and plaza, but whether Landlord proceeds with such renovation shall be determined by Landlord in its sole and absolute discretion. In the event that Landlord elects to proceed with such renovation, (iiX) Landlord shall have the right, at Landlord’s sole cost and expense, to relocate Tenant’s Above Standard Signage (as defined in Paragraph 52.c. of the Lease) to a location designated by Landlord in the ground floor main lobby of the Building, provided that such relocated Tenant’s Above Standard Signage is a capital expenditure not includible smaller than the existing Tenant’s Above Standard Signage and provided further that the new location of Tenant’s Above Standard Signage is of generally equal prominence (as an Operating Expense under Section 7.2 hereofreasonably determined by Landlord) as the location of the main Building lobby signage of McKesson attributable to McKesson’s premises in the Building as of the date of this Amendment (i.e., if McKesson leases additional premises in the Building after the date of this Amendment, and Landlord grants McKesson more prominent signage rights or location(s) by reason thereof, Tenant’s signage rights hereunder (and the prominence of the location thereof) shall not be expanded or increased by reason thereof), (iiiY) is required due Landlord shall use its reasonable efforts to complete the negligence or willful misconduct of Tenant or its agents, employees or invitees renovation work within eighteen (in which event Tenant shall bear 18) months from the full cost of such work pursuant to the indemnification provided in Section 12.6 hereofcommencement thereof, subject to delays caused by Force Majeure, and (Z) during the release set forth in Section 12.4 hereof)renovation period, or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items extent practicable, and what portion, if any, of capital items can properly be allocated to a particular year so long as it does not interfere with Landlord’s work or other applicable period, a prorata share of increase the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by Section 10.1 (b) below’s work, or to offset the cost thereof against rentcreate a safety hazard, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right right, at Tenant’s sole cost and expense, to perform such repairs or maintenance and Landlord shall reimburse Tenant for maintain temporary identification signage consistent with the reasonable cost thereof within fifteen (15) days after written notice from Tenant temporary identification signage of other major tenants of the completion Building and cost of such workreasonably approved by Landlord, accompanied in the main Building lobby. Landlord agrees to consider in good faith any additional reasonable branding or identity signage proposed by copies of invoices or other reasonable supporting documentationTenant in the so renovated Building lobby. Under no circumstancesIn the event that Landlord, howeverin its sole and absolute discretion, shall grants Tenant have any right rights to offset the cost of any such work against rent or other charges falling due from time additional signage, the same shall be on the terms and conditions set forth in an amendment to time under this Leasethe Lease executed by Landlord and Tenant.

Landlord’s Work. (a) Landlord shall repair and maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center Property and the roof (structural roof, roof membraneportions only), exterior walls, foundation walls and other structural portions of the buildings in which the Premises are locatedBuilding. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) involves the repair or correction of a condition or defect that Landlord is required to correct pursuant to Section 5.2 hereof, (iii) is a capital expenditure expense not includible as an Operating Expense under Section 7.2 hereof, or (iiiiv) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance of the roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and not as an Operating Expense, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's ’s expense, except to the extent permitted by Section 10.1 (b10.1(b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located Building under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease.

Landlord’s Work. As of the Expansion Commencement Date, Landlord shall, at Landlord's sole cost and expense and not as a cost deducted from the Tenant Improvement Allowance or included in Operating Expenses, (a) Landlord shall repair cause any existing HVAC (in sufficient quantity and maintain or cause design based upon the Final Space Plan attached hereto as Schedule 1), mechanical, electrical (including lights and light fixtures), elevator, fire sprinkler, fire life safety and plumbing systems/fixtures serving the Expansion Space to be repaired in good working order and maintained condition and with such systems having been recently operated and regularly serviced, (b) cause the drivewaysExpansion Space, parking areas, landscaping the restrooms and other kitchen on the 12th floor of the Building only and the Common Areas of the Center Building (including the Parking Facility) to meet all applicable laws, codes and conditions in effect as of the Expansion Commencement Date including Title 24 subject to Section 1.4 below (taking into account any permitted grandfathering and in no event shall Landlord be required to expand the size of the 12th floor restrooms) including seismic, fire sprinkler, life safety, structural support of existing MEP items and ceiling, exit lighting within the Common Areas of the Building and egress lighting at all doors leaving the Building, environmental laws (including, without limitation, those areas containing no mold or asbestos in violation of currently applicable laws) and the structural roofAmericans with Disabilities Act requirements (including path or travel to and from the Building and the Parking Facility) and (c) at Landlord’s option, roof membrane, exterior walls, foundation and other structural portions either remove any existing communication cabling above the ceiling grid of the buildings in which the Premises are locatedExpansion Space or properly hang any such existing communication cabling (collectively, "Landlord's Work"). The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the negligence of Landlord, (ii) is As Tenant's sole remedy for a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) involves repair or maintenance violation of the roof membrane on any of previous sentence, whether discovered before or after the applicable buildings (in which event there shall be charged back directly to TenantExpansion Commencement Date, as additional rent Landlord shall, at Landlord's sole cost and expense and not as an a cost deducted from the Tenant Improvement Allowance or included in Operating ExpenseExpenses, but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be allocated to a particular year or other applicable period, a prorata share of the cost of promptly correct such repair or maintenance calculated on the basis of the percentage of the applicable building that is occupied by Tenant). Tenant knowingly and voluntarily waives the right to make repairs at Landlord's expense, except to the extent permitted by Section 10.1 (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the buildings in which the Premises are located under Section 10.1(a) and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable cost thereof within fifteen (15) days matter after written notice thereof from Tenant Tenant. Upon the expiration or earlier termination of the completion and cost Lease (as amended), Tenant shall not be required to remove any cabling in the Expansion Space unless installed by or on behalf of such work, accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have any right to offset the cost of any such work against rent or other charges falling due from time to time under this LeaseTenant.