Common use of Maintenance and Repairs by Landlord Clause in Contracts

Maintenance and Repairs by Landlord. Landlord shall maintain and repair all structural portions of the Premises including, without limitation, the foundation, all structural supports relating to the roof of the Premises and all other structural support components of the Premises (herein collectively called "Structural Components"). Subject to the immediately following sentence, Landlord shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant.

Maintenance and Repairs by Landlord. Landlord shall be responsible for making all repairs necessary to maintain the plumbing, the fire protection, sprinkler and security systems, ventilating, air conditioning and electric systems of the Building and those serving the Premises; the elevators servicing the Building; the electric feeder lines carrying electricity to the distribution boxes servicing each floor of the Building (but not including the cost of maintenance and repair all structural portions of the Premises including, without limitation, electric lines carrying electricity from the foundation, all structural supports relating distribution box to the roof of the Premises Premises); external windows; and all other structural support components of the Premises floors (herein collectively called "Structural Components"excluding carpet, linoleum, wood, tiles or other flooring installed by Tenant). Subject Landlord shall be responsible for maintaining any connections to the immediately following sentenceBuilding plumbing, electric and air conditioning systems, and for making all repairs to the meters installed for measuring utility consumption. Landlord shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails obligated to commence any such repairs within thirty the Premises (30other than normal air conditioning maintenance) days until after its receipt of written notice from Tenant that such repair is needed. If any such repair is caused by any act, omission or negligence of a Tenant or its employees, agents, invitees, licensees, subtenants, or contractors, Landlord shall have the right to make the repair at Tenant's sole cost and expense, provided that if the damage necessitating such repairs is covered by insurance carried by Landlord or Tenant, the proceeds of such insurance shall be made available by Landlord, or by Tenant, as the case may be, to cover the cost of such repairs. If Tenant requires maintenance, servicing, repair or replacement of any special plumbing, ventilating, air conditioning, electric, fire protection or sprinkler system installed for the Tenant's benefit in the Premises, such as any special air extractor equipment, whether or not such system is tied into the standard Building systems, such maintenance, servicing, repair or replacement shall be made by Landlord, its agents, or contractors, or, if Tenant shall so determine, by engineers or contractors engaged by Tenant but, in either event, at the sole expense of Tenant, unless the need for such repairs is caused solely by the negligence or maintenance from Tenant willful misconduct of Landlord, its contractors, agents or employees. Any repairs by Landlord for Tenant's account shall be performed by Landlord or under Landlord's supervision, and diligently and continuously prosecutes the completion cost of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease at rates competitive in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any San Xxxx market for work of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenantsame type.

Maintenance and Repairs by Landlord. Landlord shall repair and maintain the structural and repair all structural mechanical portions of the Premises includingBuilding, without limitationincluding basic plumbing, heating, ventilating, air conditioning, and electrical systems installed or furnished by Landlord, and Landlord shall keep all Common Areas in good, clean, and sanitary order, and the costs thereof shall be includable as Operating Expenses; provided, however, that if maintenance and repairs are caused by the act, neglect, or omission of any duty by Tenant, its agents, servants, employees, or invitees, then Tenant shall pay to Landlord, as additional rent, the foundation, all structural supports relating to the roof reasonable cost of the Premises such maintenance and all other structural support components of the Premises (herein collectively called "Structural Components")repairs. Subject to the immediately following sentence, Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless maintenance, and Tenant shall not be entitled to any abatement or reduction in rent by reason of such failure, no actual or constructive eviction of Tenant shall result from such failure, Tenant shall not have the right to terminate this Lease, and Tenant shall not be relieved from the performance of any covenant or agreement in this Lease because of such failure. Except as provided in Article 18 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations, or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances, and equipment therein. Tenant hereby waives the provisions of Sections. 1932, 1933(4) and 1942 of the Civil Code of California or any similar or successor statutes to the fullest extent permitted by law, and Tenant acknowledges that in the event Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of make a need repair or perform maintenance, Tenant's sole remedy for such repairs or maintenance from breach by Landlord shall be an action for damages, and that Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall not be entitled to offset the amounts necessary for such maintenance against any Rent due under terminate this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisionsLease, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisionswithhold rent, or (iii) pursuing make any repair and all other remedies available to Tenant deduct the cost of repair from rent payable under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant.

Maintenance and Repairs by Landlord. Landlord shall maintain and repair the roof, roof structure, exterior walls, foundation and building structure of all structural portions Buildings and all systems serving the Buildings in a good order, repair and condition during the Term and Landlord shall have access to the Premises at all reasonable times to undertake such repair and maintenance on the terms and general conditions set forth in Section 8.3. In the event of an emergency caused by an event posing an immediate danger or injury to persons or damage to property involving any of those items which are Landlord’s obligation to repair under the terms of this Section 9.3, Tenant shall exercise due diligence in attempting to immediately contact Landlord telephonically or by other reasonable means to inform Landlord of the Premises including, without limitation, the foundation, all structural supports relating to the roof emergency and of the Premises and all other structural support components of the Premises (herein collectively called "Structural Components"). Subject need to the immediately following sentence, Landlord shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of paymenttake action. If Landlord fails to maintain and repair the Premises in accordance commence taking action to deal with the foregoing provisionsemergency problem within twenty four (24) hours after being advised by Tenant thereof, then Tenant may make such repair as it deems necessary to resolve the immediate danger giving rise to the emergency, but not any long term problem, for the account of Landlord. Following Tenant’s completion of such emergency repair work, Landlord shall have the option of either (i) reimburse Tenant for its reasonable out-of-pocket expenses incurred in performing such maintenance or repairs and repair work within forty-five (45) days following Landlord’s receipt of invoice from Tenant. If Landlord fails to reimburse Tenant shall be entitled to credit against within such forty-five (45) day period, then Tenant may offset such amount together with interest at the interest rate set forth in Section 4.5 from the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case installment of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by TenantRent due.

Maintenance and Repairs by Landlord. Landlord shall maintain and repair all structural portions of the Premises including, without limitation, the foundation, all structural supports relating to the roof of the Premises and all other structural support components of the Premises (herein collectively called "“Structural Components"”). Subject to the immediately following sentence, Landlord shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("“Emergency Repairs"”) and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("“Tenant New Improvements"”) or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant. The Facility shall not be considered a Tenant New Improvement for the purposes of this Section 6.3.

Maintenance and Repairs by Landlord. Landlord shall use reasonable efforts and exercise prudent business judgment to keep, maintain and repair all structural portions the Building and Property, including the Common Area, in good order and repair commensurate with other first class suburban office buildings in the Northern Virginia area. Landlord shall use reasonable efforts and exercise prudent business judgment to maintain and preserve the character of the Building and Property, including landscaping, commensurate with other first class suburban office buildings in the Northern Virginia area throughout the term of the Lease. Notwithstanding the foregoing, Landlord shall have no duty to Tenant to make any repairs or improvements to the Premises including, without limitationor the Buildings except for the roof, the foundationfoundation of the Buildings and structural repairs, all structural supports relating and repairs to the roof Building's electrical, water, sewage, heating, ventilation and air conditioning, life safety and elevator systems in the common areas of the Premises Property, as may be necessary to keep such items in good condition and all other structural support components repair and for safety and tenantability, and then only if not brought about, in whole or part, by any act or neglect of Tenant, its agents, employees, contractors, invitees, licensees, or others for whom Tenant is legally responsible, and if not otherwise the Premises (herein collectively called "Structural Components")obligation of Tenant hereunder. Subject to the immediately following sentence, Landlord shall not be liable for any damage (including any consequential damages or lost profits) caused to the person or property of Tenant, its agents, employees or invitees, due to the Building or any part or appurtenances thereof being improperly constructed or being or becoming out of repair, or arising from the leaking of gas, water, sewer or steam pipes, or from electricity, or from any other cause whatsoever. Subject to the terms hereof, Landlord has granted Tenant exclusive control of the Premises for the Term hereof and Landlord shall be under no obligation to inspect the Premises. Tenant agrees to promptly report immediately in writing to Landlord any defective condition in or about the Premises known to Tenant which Landlord is required to repair hereunder, and a failure to so report shall make Tenant liable to Landlord for any additional expense, damage or liability resulting from the failure to report such repairs defects. Tenant shall forthwith notify the Landlord of any accident, defect, damage or to perform deficiency in any maintenance unless Landlord fails to commence such repairs within thirty part of the Property (30) days after its receipt of written notice of a need for such repairs including without limitation the Premises or maintenance from Tenant and diligently and continuously prosecutes any facilities, utilities, machinery, equipment, systems or installations located therein or serving the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein Premises), which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat comes to the healthattention of the Tenant, safety its employees or welfare of any persons on contractors notwithstanding that the Premises ("Emergency Repairs") and in addition to all other remedies Tenant Landlord may have under this Lease and at law and no obligation in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenantthereof.

Maintenance and Repairs by Landlord. Landlord shall repair and maintain the structural and repair all structural mechanical portions of the Premises includingBuilding, without limitationincluding basic plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord, and Landlord shall keep all Common Areas in good, clean and sanitary order; provided, however, that if maintenance and repairs are caused in part or in whole by the act, neglect or omission of any duty by Tenant, its agents, servants, employees or invitees, then Tenant shall, within twenty (20) days after demand, pay to Landlord, as additional rent, the foundationreasonable cost of such maintenance and repairs. If the cost paid by Tenant exceeds the applicable deductible amount on Landlord's property insurance and Landlord is able to collect such excess from its insurer, all structural supports relating Landlord shall reimburse such excess amount, less costs of collection, to Tenant. Tenant waives the provisions of Sections 1932, 1941 and 1942 of the Civil Code of California or any similar or successor statutes to the roof fullest extent permitted by law. Tenant shall not be entitled to terminate this Lease, whether based upon actual or constructive eviction or otherwise, withhold or xxxxx rent, make any repair and deduct the cost of the Premises and all other structural support components repair from rent payable under this Lease, or be relieved of the Premises (herein collectively called "Structural Components")any obligation under this Lease, if Landlord fails to make a repair or perform maintenance. Subject to the immediately following sentence, Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless maintenance, except as provided in the final sentence of this Article, and Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with shall not have any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare liability by reason of any persons on injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises ("Emergency Repairs") or in or to fixtures and in addition to all other remedies Tenant may have under equipment therein. Tenant's sole remedy for breach of this Lease and at law and in equity, Tenant may perform such Emergency Repairs and Article by Landlord shall be entitled to offset the amounts necessary an action for such maintenance against any Rent due under damages as provided for in and limited by Section 17.6 of this Lease in the regular order of paymentLease. If Landlord fails to maintain shall perform and repair the Premises in accordance with the foregoing provisionsconstruct, then and Tenant shall have the option of either no responsibility to perform or construct (i) performing such but may have an obligation to pay, as set forth elsewhere in this Lease), any repair, maintenance or repairs and Tenant shall be entitled to credit against improvements (a) necessitated by the next accruing monthly rental payments all amounts relating to such maintenance and repairsacts or omissions of Landlord or any other occupant of the Building, or their respective agents, employees or contractors, (iib) terminating this Lease occasioned by giving written notice thereof to Landlordcasualty loss, except acts of God or other casualty or by the exercise of the power of eminent domain, (c) required as a consequence of any violation of any laws or construction defects in the case Premises, the Building or the Project as of Emergency Repairsthe Commencement Date, (d) for which are governed by the foregoing provisionsLandlord has a right of reimbursement from others, or (iiie) pursuing any and all other remedies available to Tenant which could be treated as a "capital expenditure" under this LeaseGAAP, at law or in equity. Notwithstanding anything (f) to the contrary contained in this Section 6.3heating, in ventilating, air conditioning, electrical, water, sewer, and plumbing systems serving the event Tenant constructs or causes Premises, the Building and the Project, and (g) to be constructed any new improvements ("Tenant New Improvements") or causes any portion of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements Building or the modified existing Structural Components to extent so modified by TenantProject outside of the demising walls of the Premises.

Maintenance and Repairs by Landlord. Landlord shall maintain or cause to be maintained in good order, condition, and repair the Building, the Common Areas, and the Improvements, including all structural components of the Building, utility lines and all Building systems, as well as the Tenant Amenities and the Hillside Amenities (as defined in the Work Letter) and all non-public roads and access points to the Leased Premises owned by Landlord. If Landlord is required to repair or replace any damage to the Building, the Common Areas, the Improvements, or the Leased Premises occasioned by the willful or negligent acts of Tenant or the Tenant Related Parties (as defined in Section 10.1 below), Landlord shall perform such repairs at Tenant’s sole cost and expense, and which amounts Landlord shall be reimbursed by Tenant within ten (10) days of Landlord’s delivery of written demand for the same. Landlord agrees to perform its maintenance obligation hereunder in accordance with commercially reasonable management standards utilized for other comparable office buildings in the Salt Lake County, Utah area. In the event Landlord fails to perform its maintenance obligations under this Section 8.1 with respect to the Building or Property (excluding any obligations related to the repair of the roof or any structural portions of the Premises Building), and such failure continues beyond thirty (30) days (or two (2) business days in the case of an emergency threatening injury to persons or material damage to property) following written notice of such failure from Tenant to Landlord, Tenant shall have the option to perform Landlord’s maintenance obligations on behalf of Landlord. All out-of-pocket documented and reasonable costs and expense incurred by Tenant in performing Landlord’s maintenance obligations as permitted herein shall be applied as a credit against future installments of Basic Annual Rent, in an amount not to exceed twenty-five percent (25%) of any one installment of Basic Annual Rent, until the amount of such out-of-pocket costs and expense of Tenant shall be applied in full. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right, upon prior written notice to Landlord, to self-manage or hire a third-party manager to manage or maintain any item which Landlord is obligated to manage or maintain under this Lease except the following items: (i) the Building’s elevators and related systems; (ii) mechanical, electrical, plumbing or life safety systems of the Building; (iii) the structural components of the Building, and (iv) any other component of the Property which would be a capital repair, including, without limitation, the foundation, all structural supports relating roof. In the event Tenant exercises its right to the roof self-manage or hire a third-party manager for any of the Premises items permitted herein, the cost and all other structural support components expense of the Premises (herein collectively called "Structural Components"). Subject to the immediately following sentence, Landlord such item shall be paid directly by Tenant and shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the healthincluded in Common Area Expenses; provided, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3however, in the event Tenant constructs fails to manage or causes maintain an item as required by this Lease following its election to be constructed any new improvements manage or maintain such item, and such failure continues for thirty ("Tenant New Improvements"30) or causes any of the existing Structural Components to be modified in any mannerdays, then Landlord shall have no may resume maintenance or repair obligations with respect of such item as a Common Area Expense, and Tenant’s right to such new improvements self-manage or the modified existing Structural Components to extent so modified by Tenanthire a third-party manager as set forth in this Section 8.1 shall forever terminate.

Maintenance and Repairs by Landlord. Except for maintenance attributable to the negligence or wrongful acts of Tenant or its employees, agents, contractors, guests or invitees or its or their breach of applicable law or Tenant’s breach of its obligations under this Lease or to alterations, additions or improvements made by Tenant, Landlord shall maintain and repair the roof structure, exterior walls, foundation and building structure of all structural portions Premises Office and Warehouse Buildings, all systems serving the Premises Office and Warehouse Buildings, and all of the balance of the Premises includinglocated outside those Buildings in a good order, without limitationrepair and condition during the Term. In the event of an emergency caused by an event posing an immediate danger or injury to persons or damage to property involving any of those items which are Landlord’s obligation to repair under the terms of this Section 9.3, the foundation, all structural supports relating Tenant shall exercise due diligence in attempting to the roof immediately contact Landlord telephonically or by other reasonable means to inform Landlord of the Premises emergency and all other structural support components of the Premises (herein collectively called "Structural Components"). Subject need to the immediately following sentence, Landlord shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of paymenttake action. If Landlord fails to maintain and repair the Premises in accordance commence taking action to deal with the foregoing provisionsemergency problem within twenty four (24) hours after being advised by Tenant thereof, then Tenant may make such repair as it deems necessary to resolve the immediate danger giving rise to the emergency, but not any long term problem, for the account of Landlord. Following Tenant’s completion of such emergency repair work, Landlord shall have the option of either (i) reimburse Tenant for its reasonable out-of-pocket expenses incurred in performing such maintenance or repairs and repair work within fifteen (15) days following Landlord’s receipt of invoice from Tenant. If Landlord fails to reimburse Tenant shall be entitled to credit against within such fifteen (15) day period, then Tenant may offset such amount together with interest at the interest rate set forth in Section 4.4 from the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (iiinstallment(s) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by TenantRent due.

Maintenance and Repairs by Landlord. Landlord shall repair and maintain the structural and repair all structural mechanical portions of the Premises includingBuilding, without limitationincluding basic plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord, and Landlord shall keep all Common Areas in good, clean and sanitary order; provided, however, that if maintenance and repairs are caused in part or in whole by the act, neglect, or omission of any duty by Tenant, its agents, servants, employees or subtenants, then Tenant shall pay to Landlord, as additional rent, the foundationreasonable cost of such maintenance and repairs, all structural supports relating to the roof of the Premises and all other structural support components of the Premises (herein collectively called "Structural Components"). Subject to the immediately following sentence, Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless maintenance, Tenant shall not be entitled to any abatement or reduction in rent by reason of such failure, no actual or constructive eviction of Tenant shall result from such failure, Tenant shall not have the right to terminate this Lease, and Tenant shall not be relieved from the performance of any covenant or agreement in this Lease because of such failure. Except as provided in Article 17 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant hereby waives the provisions of Section 1932, 1933(4) and 1942 of the Civil Code of California or any similar or successor statutes to the fullest extent permitted by law and Tenant acknowledges that Tenant shall not be entitled to terminate this Lease, or except as hereafter provided in this Article X, withhold rent or make any repair and deduct the cost of repair from rent payable under this Lease in the event Landlord fails to commence make a repair or perform maintenance. Tenant acknowledges that Tenant’s sole remedy for breach of this Article by Landlord shall be an action for damages. Landlord acknowledges that Tenant has a paramount duty to its employees as an employer to provide its personnel with a safe and otherwise adequate working place and to offer adequate facilities to the public. Therefore, Notwithstanding anything to the contrary set forth in this Article X or elsewhere in this Lease, in the event of (A) the cessation or interruption of services to the Premises required to be provided by Landlord, which cessation or interruption interferes with the normal operations of Tenant in the Premises, and (B) the failure of Landlord to use reasonable diligence to make such repairs as may be required to restore such service, where such failure continues for fifteen (15) days after written notice from Tenant to Landlord, which period shall be extended by any period of delay in Landlord making such repairs due to any of the causes described in Section 27.19, then Tenant may make such reasonable repairs to the Premises as may be required to restore service, or if service cannot be restored by making repairs to the Premises, then Tenant may withhold the payment of rent for the period commencing upon expiration of the above Landlord cure period, as the same may have been extended, until the service is restored. If Tenant is permitted to make repairs and thereafter makes such repairs, Landlord shall reimburse to Tenant the amount reasonably expended by Tenant in making such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes demand, which shall be accompanied by paid invoices evidencing the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such noticeexpenses incurred. In connection with any maintenance or repair obligation of If Landlord set forth herein which Landlord fails shall fail timely to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the healthreimburse Tenant, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies then Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to thereafter offset the amounts necessary for such maintenance against any Rent rent due under this Lease the unreimbursed amount to which Tenant is entitled. The indemnity provisions of Section 16.1 shall apply to any claims, costs, losses, damages, injuries and liabilities arising out of Tenant’s performance of repairs. In no event shall any mortgagee or beneficiary under any deed of trust encumbering Landlord’s interest in the regular order Project be or become liable for defaults of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant.Article X.

Maintenance and Repairs by Landlord. Landlord shall provide, maintain and repair make or cause to be provided, maintained, or made in a prudent manner as and when needed throughout the Term of this Lease all necessary repairs, maintenance and replacements to the exterior of the Premises, the Building and the Common Areas (as hereinafter defined) and every part thereof, to keep the same structurally sound and weather tight, including the foundation, exterior or load bearing walls, roof, roof membrane, gutters, downspouts, Utility systems up to the point of entry to the Premises, any HVAC system not serving the Premises, the elevators, fire sprinkler system, fuel storage tanks, lawn areas, and the structural portions of the Premises includingsidewalks, without limitationprivate roadways, the foundationparking areas, all structural supports relating and loading docks, if any, on or appurtenant to the roof Premises; provided, however, if such repairs are necessitated by the negligent or intentional acts (including the act of placing excess weight on the floor of the Premises and all other structural support components of Premises, by Tenant, its agents, invitees, licensees, or independent contractors, Tenant shall repair the damage caused by such acts. In the event that the Premises (herein collectively called "Structural Components")should become in need of repairs required to be made by Landlord hereunder, Tenant shall give prompt written notice thereof upon becoming aware to Landlord and Landlord shall have a reasonable time after receipt by Landlord of such written notice in which to make such repairs. Subject to the immediately following sentence, Landlord shall not be liable to Tenant for any failure interruption to Tenant’s business or inconvenience caused due to any work performed in the Premises or in the Center pursuant to Landlord’s rights and obligations under the Lease unless such interruption arises from the sole gross negligence or intentional misconduct of Landlord. To the extent allowed by law, Txxxxx waives the right to make such repairs at Landlord’s expense under any law, statute or to perform any maintenance unless ordinance now or hereafter in effect. Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance shall keep all roadways, and sidewalks reasonably free from Tenant debris, ice and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the healthsnow, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equityif any. Notwithstanding anything to the contrary contained in provisions of this Section 6.3subparagraph, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations obligation to maintain the Parking Area. All costs incurred by Landlord in connection with respect to such new improvements or the modified existing Structural Components to extent so modified by any and all inspections, tests, maintenance, repairs, and replacements shall be Expenses, and Tenant shall pay Tenant’s Proportion thereof.

Maintenance and Repairs by Landlord. Landlord shall maintain arrange for the repair and repair all structural portions maintenance of the Premises including, without limitation, the foundation, all structural supports relating to the ; exterior walls; roof of the Premises Building; the public areas within the Property; the heating, air conditioning and all other structural support components of ventilation system within the Premises Building; and the facilities which are owned by Landlord (herein collectively called and specifically excluding facilities installed by Tenant or a third-party provider) providing utility services which are located within the Property (collectively, "Structural ComponentsLandlord's Repair Obligations"). Subject Landlord, however, shall not be required to make any repairs arising as a result of, in whole or in part, the immediately following sentenceact or negligence of Tenant or its agents, employees, affiliates, or invitees; and those repairs shall be the obligation of Tenant. In the event that the Leased Premises becomes in need of repairs which are within Landlord's Repair Obligations, Tenant shall give immediate notice to Landlord of the nature of such repair need; and Landlord shall not be liable responsible in any way for any failure to 29 WYNDHAM HOTEL CORPORATION 07/17/90 31 make any repairs until a reasonable time shall have elapsed after receipt by Landlord of such repairs or written notice. All of Landlord's Repair Obligations shall be performed in a manner comparable to perform any maintenance unless those made by the owner of the Dallas Market Center to that complex. IN TESTIMONY HEREOF, the parties have executed this Lease as of the day and year first above written. L A N D L O R D IM JOINT VENTURE, a Texas joint venture By: IFM PARTNERSHIP, a Texas general partnership, a Joint Venturer By: /s/ HARLXX X. XXXX ----------------------------------- Name: Harlxx X. Xxxx --------------------------------- Title: Partner T E N A N T WYNDHAM HOTEL CORPORATION, a Texas corporation By: /s/ LESTXX X. XXXXXXX ----------------------------------- Name: Lestxx X. Xxxxxxx --------------------------------- Title: Executive Vice President -------------------------------- Exhibit "A" - Property Description Exhibit "B" - Building Rules Exhibit "C" - Designation of Leased Premises Exhibit "D" - INFOMART Policy Statement Exhibit "E" - Parking Exhibit "F" - Right of First Refusal Exhibit "G" - Expansion Option Exhibit "H" - Renewal Option Exhibit "I" - Cancellation Option Exhibit "J" - Subordination, Non-Disturbance and Attornment Agreement Exhibit "K" - Meeting Room Usage Agreement 30 WYNDHAM HOTEL CORPORATION 07/17/90 32 THIS PAGE INTENTIONALLY LEFT BLANK WYNDHAM HOTEL CORPORATION 07/17/90 33 EXHIBIT "A" To Lease Agreement By and Between IM Joint Venture, as Landlord fails and WYNDHAM HOTEL CORPORATION, as Tenant PROPERTY DESCRIPTION BEING a 25.454 acre tract of land situated in the City of Dallas, Dallas County, Texas and out of the Jamex X. Xxxxxxxxx Xxxvey, Abstract No. 1383 and being a part of City of Dallas Block No. 6053, also being the same tract of land conveyed to commence such repairs within thirty (30) days after its receipt Dallas Market Center Company by a Special Warranty Deed recorded in Volume 82113, Page 3240 of written notice the Deed Records of Dallas County, Texas, said 25.454 acre tract of land being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for the point of intersection of the southwesterly right-of-way line of the Chicago Rock Island and Pacific Railroad with the northwesterly right-of-way line of Oak Lawn Avenue; THENCE with the northwesterly right-of-way line of Oak Lawn Avenue the following: South 31 31'40" West a distance of 366.74 feet to an "X" chiseled in concrete found for corner in a curve to the right, the radius point of said curve bearing North 50 08'58" West a distance of 241.00 feet from said "X"; Southwesterly with said curve to the right through a central angle of 03 09'20" an arc distance of 13.27 feet to an "X" chiseled in concrete set for the point of reverse curvature of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat curve to the health, safety or welfare left having a radius of any persons on 259.00 feet; Southwesterly with said curve to the Premises ("Emergency Repairs") and in addition left through a central angle of 11 28'43" an arc distance of 51.89 feet to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled a 1/2 inch iron rod found for the point of reverse curvature of a curve to offset the amounts necessary right having radius of 129.00 feet; Southwesterly with said curve to the right through a central angle of 24 06'22" an arc distance of 138.22 feet to a 1/2 inch iron rod set for such maintenance against any Rent due under this Lease the point of compound curvature of a curve to the right having a radius of 50.00 feet; Northwesterly with said curve to the right through a central angle of 24 06'22" an arc distance of 21.04 feet to a 1/2 inch iron rod found in the regular order northeasterly right-of-way line of payment. If Landlord fails Stemmons Freeway for the point of compound curvature of a curve to maintain and repair the Premises in accordance right having a radius of 1130.92 feet; THENCE with the foregoing provisions, then Tenant shall have northeasterly right-of-way line of Stemmons Freeway the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything following: Northwesterly with said curve to the contrary contained in this Section 6.3, in right through a central angle of 07 24'40" an arc distance of 146.28 feet to a 1/2 inch iron rod found for the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any point of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant.tangency of said curve;

Maintenance and Repairs by Landlord. Landlord shall maintain and repair all structural portions of the Premises including, without limitation, the foundation, all structural supports relating to the roof of the Premises and all other structural support components of the Premises (herein collectively called "Structural Components"). Subject to the immediately following sentence, Landlord shall not be liable for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and which is an imminent threat to the health, safety or welfare of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisionsprovisions and Tenant shall have given notice of such failure and a thirty (30) day opportunity to cure to Landlord's Financing Lender, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant.

Maintenance and Repairs by Landlord. Landlord shall will, at its sole cost and expense, maintain in good repair the Building and repair all structural portions the Property, including the Common Areas (including the parking areas), the roof, foundation, exterior walls and Building skin, doors and stairwells outside of the Premises includingLeased Premises, without limitationperimeter glass and glass external to the Leased Premises, exterior systems and the structural soundness of the Building, damage from casualty, reasonable wear and tear excepted (provided, the foundation, all structural supports relating exception for reasonable wear and tear shall not be construed to diminish Landlord’s obligation to maintain the Building and the Property in good repair) and excepting the maintenance of changes by the Tenant to the roof of the Premises and all other structural support components of the Premises Building and the Building systems, which are to be maintained and repaired by Tenant as provided in Section 4.3(a) above. Notwithstanding the foregoing, if damages are caused by the negligent or willful acts or omissions of Tenant, or Tenant’s Related Parties, Tenant will repay the cost of such repair to Landlord upon demand, and repairs necessitated by fire or other casualty, or by taking pursuant to Condemnation (herein collectively called "Structural Components"). Subject as defined below) shall be required only to the immediately following sentenceextent provided in Sections 6.4 and 6.5 below. Neither Landlord nor any of Landlord’s Related Parties shall be liable or responsible to Tenant, or Tenant’s Related Parties for any loss or damage occasioned by or for any damage or inconvenience which may arise through repair or alteration of any part of the Property or failure to make such repairs, except to the extent provided in Section 4.5 above. Landlord shall not be responsible for maintaining the Leased Premises, including doors, hardware or glass within the Leased Premises, or any store fronts to the Leased Premises or any signs for the Leased Premises. The repair and maintenance of such items are the responsibility of Tenant under this Lease. The term “foundation” as used herein shall not include loading docks that are within the Leased Premises. Landlord shall not be liable to Tenant for any damage to Tenant’s property or business caused by water leakage from the roof at the locations of penetrations made by Tenant in the roof in connection with Tenant’s Work, or from water lines, sprinkler system or heating and cooling equipment located in and/or servicing the Leased Premises. Unless otherwise expressly provided in this Lease, Landlord shall not be liable required to maintain, or make any repairs to, the Leased Premises. Landlord’s maintenance obligation shall not include Tenant’s signs, the repair and maintenance of which are the responsibility of Tenant, or janitorial service for any failure to make such repairs or to perform any maintenance unless Landlord fails to commence such repairs within thirty (30) days after its receipt of written notice of a need for such repairs or maintenance from Tenant and diligently and continuously prosecutes the completion of such repairs or maintenance on or before one-hundred eighty (180) days after its receipt of such notice. In connection with any maintenance or repair obligation of Landlord set forth herein which Landlord fails to perform promptly upon receipt of notice from Tenant and Leased Premises, which is an imminent threat to the health, safety or welfare sole responsibility of any persons on the Premises ("Emergency Repairs") and in addition to all other remedies Tenant may have under this Lease and at law and in equity, Tenant may perform such Emergency Repairs and shall be entitled to offset the amounts necessary for such maintenance against any Rent due under this Lease in the regular order of payment. If Landlord fails to maintain and repair the Premises in accordance with the foregoing provisions, then Tenant shall have the option of either (i) performing such maintenance or repairs and Tenant shall be entitled to credit against the next accruing monthly rental payments all amounts relating to such maintenance and repairs, (ii) terminating this Lease by giving written notice thereof to Landlord, except in the case of Emergency Repairs, which are governed by the foregoing provisions, or (iii) pursuing any and all other remedies available to Tenant under this Lease, at law or in equity. Notwithstanding anything to the contrary contained in this Section 6.3, in the event Tenant constructs or causes to be constructed any new improvements ("Tenant New Improvements") or causes any of the existing Structural Components to be modified in any manner, then Landlord shall have no maintenance or repair obligations with respect to such new improvements or the modified existing Structural Components to extent so modified by Tenant.