Common use of Maintenance and Repairs Clause in Contracts

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.consecutive

Maintenance and Repairs. (1) Except for matters specified FOUNDATION will manage the design and construction of the Manufacturing Facility, subject to SILEVO’s rights under Paragraph 4 above Section 5.1(b). FOUNDATION shall keep the foundation, the exterior walls, plate glass windows, exterior entrance doors, exterior entrance door closure devices, and Paragraph 8A(3) below as being Landlord's obligationother exterior openings; window and window frames, Tenant shallmolding, at Tenant's sole cost locks, and expensehardware; signs, maintain placards, decorations or advertising media of any type, underground utilities and roof of the Premises Manufacturing Facility and furnace in good orderrepair. FOUNDATION will keep SILEVO apprised, condition where applicable, of maintenance and repair, ordinary wear repair work to the Manufacturing Facility and tear will coordinate any such maintenance and damage by fire and casualty excepted, including: repair work with SILEVO so as to minimize the interior surfaces disruption of the ceilingsManufacturing Operations. SILEVO shall be responsible for the maintenance and repair of the Manufacturing Equipment. SILEVO shall make all needed repairs and replacements of the Manufacturing Equipment, walls and floors; all doors and interior windows; furnishings installed within the Premises; Manufacturing Facility (including all equipment installed by utility systems located either within or at above ground on the expense outside perimeter of Tenant; the Manufacturing Facility), except for repairs and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are replacements required to so maintain the Premisesbe made by FOUNDATION hereunder. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense Manufacturing Equipment should become in need of Tenant as are reasonably maintenance or repair required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant SILEVO hereunder, SILEVO shall give prompt written notice thereof to FOUNDATION reasonably describing the maintenance and repair work to be performed, the Manufacturing Equipment affected, and proposed treatment; but in the event a condition arises with respect to the Manufacturing Equipment that either (i) creates a materially unsafe condition or imminent danger to persons with respect to the Manufacturing Equipment, or (ii) materially impairs the Manufacturing Equipment, as set forth determined by FOUNDATION, FOUNDATION may make immediate interim repairs as are necessary to prevent damage from occurring. FOUNDATION and SILEVO shall work together to coordinate maintenance and repair under any available warranties. FOUNDATION may appoint SILEVO as its agent to enforce all such express warranties with respect to the Manufacturing Equipment on a case by case basis, to allow SILEVO to undertake needed maintenance and repairs on an expedited basis when necessary to minimize downtime and impact on the Manufacturing Operations. In the event the Manufacturing Facility should become in Paragraph 4 above. Landlord shall do all acts need of maintenance or repair required to comply be made by FOUNDATION hereunder, FOUNDATION shall give prompt notice thereof to SILEVO; but in the event of a materially unsafe condition or imminent danger to persons with all applicable laws, ordinances, regulations and rules of any public authority relating respect to the PremisesManufacturing Facility, except as determined by FOUNDATION, FOUNDATION shall make immediate interim repairs as are necessary to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repairprevent damage from occurring. Notwithstanding anything to the contrary contained in this Lease Section 15.7, if a condition arises with respect to the contrary, in the event Manufacturing Facility that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability either (i) caused directly creates a materially unsafe condition or indirectly by any act imminent danger to persons, or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decorationmaterially impairs the manufacturing capacity or operation of the Manufacturing Operations, alterationSILEVO shall provide prompt written notice thereof to FOUNDATION and FOUNDATION shall take commercially reasonable steps to address the condition, improvement or addition which directly causes such unusabilitytaking into account the urgency of the situation. Where appropriate, or FOUNDATION shall cooperate with SILEVO (iiie.g., assigning warranty rights) where to enable SILEVO to address the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasecondition.

Maintenance and Repairs. (1a) Except The Landlord is responsible for matters specified under Paragraph 4 above maintaining the Rental Unit in a good state of repair, fit for habitation during the Term, and Paragraph 8A(3to comply with health and safety standards including any housing standards required by law; (b) below as being Landlord's obligationThe Tenant(s) is responsible to give the Landlord prompt written notice of any accident or defect in the state of repair of the Rental Unit or its fitness for habitation and, Tenant shallto give prompt written notice of any accident or any defect in the water pipes, at Tenant's sole cost gas pipes, or heating system, telephone, electric light or other wires, smoke detectors fire alarms, fire escapes and expenselocks or any other mechanical system in the Rental Unit whatsoever; (c) The Tenant(s) is responsible for notifying the Landlord promptly in the event of damage to the Rental Unit, maintain including but not restricted to, damage caused by the Tenant(s)’ conduct or that of persons or pets permitted on the Premises in good order, condition and repair, ordinary wear and tear and by the Tenant(s); (d) The Tenant(s) must repair or pay for any undue damage to the Rental Unit or Premises caused by fire and casualty excepted, including: the interior surfaces wilful or negligent conduct of the ceilingsTenant(s), walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by Tenant’s guest, the Tenant’s pet or another person who the Tenant is responsible at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises.law; (2e) In The Tenant(s) is responsible for ordinary cleanliness of the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by LandlordRental Unit, and diligently prosecute it agrees to completionclean floors, then fixtures, appliances, carpeting, etc. where installed, and generally all cleanable surfaces in the Rental Unit sufficiently often to prevent abnormal wear or deterioration during the Term. Garbage and recycling shall be disposed of in a timely manner and, until disposed, stored inside the Rental Unit in a manner that shall prevent unsanitary conditions and not attract vermin; (f) The Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant held responsible for any reasonable damage, inconvenience damages or interference with Tenant's use personal discomfort resulting from a breakdown of the Premises as a result of performing electrical, mechanical or heating system or from any such work. (3) Landlord will maintainother matter, repair and replace all structural components of which the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs exercising reasonable diligence, could not have known about or expected, or the making of repairs (or both) cause for which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseoutside its control.

Maintenance and Repairs. (1) Except Landlord shall be responsible for matters specified under Paragraph 4 above all repairs and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within maintenance to the Premises; all equipment installed , with the exception of (i) such repairs necessitated by Resident’s intentional or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use negligent misuse of the Premises which shall be the responsibility of Resident; (ii) the replacement, as a result needed, of performing batteries in the smoke detectors and CO detectors, and all interior and exterior light bulbs in the Premises which shall be the responsibility of Resident; and (iii) the replacement of the air-conditioning filter, which Resident is responsible to change at least once per month. If repairs are necessary due to Resident’s neglect or misuse Landlord has the right to make repairs without Resident’s approval and bill these repairs to Residents. Once Landlord is aware of needed repairs, they have the right to make such repairs as soon as they see fit without further notice to Resident, and Landlord does not have any obligation to allow Resident to make such work. (3) repairs. Resident shall promptly inform Xxxxxxxx, or its agent, in writing, of any necessary repairs which need to be performed by Landlord. If Resident fails to notify Landlord of any issues and this leads to additional damage, Resident will maintain, repair and replace all structural components be responsible for the cost of the repairs of any additional damage. Resident shall keep the Premises and the roof of the Building, items furnished by Landlord in good and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it clean condition. Resident shall be Landlord's responsibility to promptly make and pay reimburse Landlord within five (5) days for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay costs for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for necessary repairs or the making of repairs (replacements necessitated by Resident’s intentional or both) which Landlord is obligated to effect at Landlord's expense renders a material portion negligent misuse of the Premises unusable for more than three consecutive business daysor any items furnished by Landlord, then Tenant shall otherwise Resident will be entitled subject to an abatement of rent commencing with the fourth business day that the same are unusable; providedlate fees described in section 5. Landlord, howeverits officers, that Tenant agents and employees, shall not be entitled liable in any manner for any loss, injury or damage to a pro rata abatement of rent under the foregoing Resident, its agents and guests, due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servantsoutstanding repairs. Xxxxxxxx’s sole obligation is to be reasonably diligent in Landlord’s effort to execute necessary maintenance repairs. If Landlord uses a third party to make repairs, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question Landlord is one which Tenant is not obligated to furnish under provide receipts, and may increase charges to account for Landlord’s time spent on the provisions matter. Landlord has the right to preform regular inspections and make repairs during the term of this Leasethe lease, and charge Resident for such repairs in as timely manner. Without providing concession, Landlord has the right to make improvements to the Unit during the term of the lease, while the Unit is occupied, and will make every effort to minimize disturbance to Resident.

Maintenance and Repairs. (1a) Except for matters specified the maintenance, repairs and replacements Landlord is required to make pursuant to Section 13(b) of this Lease, and except for items expressly excluded from Operating Costs under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationSection 6(b)(iii), Tenant shallshall take good care of the Premises and the fixtures and improvements therein, and, at Tenant's its sole cost and expense, maintain make repairs, restorations or replacements as and when needed to keep the Premises in good first class order, condition condition, and repair, ordinary reasonable wear and tear excepted. If Tenant fails, after notice to Tenant and damage the lapse of applicable grace periods in accordance with Section 31(b) of this Lease, to make any repairs, restorations or replacements required by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord may (but without any obligation to do so) make such repairs, restorations, or replacements at the reasonable expense of Tenant and such expense shall give be due within thirty (30) days of receipt by Tenant prior of written notice by Landlord, as additional rent. Tenant shall comply with all provisions of Section 13 and Section 15 of this Lease in connection with such repairs, restorations and replacements. (b) Subject to Section 14(c), (d) and (e) hereof, and subject to Tenant's reimbursement of Landlord as provided in Section 6(b) hereunder, Landlord shall act as property manager for the Premises and, in such capacity, shall be responsible for the operation, maintenance and repair of the Premises, including but not limited to: Building maintenance, exterior window cleaning, normal maintenance and repair of the Premises (including heating and air conditioning systems, electrical and plumbing systems, landscaping, roof, roof membrane, elevator system, utility systems, Parking Lot, and snow removal) and security outside of the Building. In addition, Landlord shall make the structural repairs and replacements to the structural portion of the Premises that Landlord is required to make, at Landlord's cost and expense, without reimbursement from Tenant, pursuant to Section 6(b)(iii) of this Lease. (c) Landlord agrees not to assign its responsibilities as property manager of the Premises to any other person or entity without first providing written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with obtaining Tenant's use of the Premises as a result of performing any written consent to such workassignment. (3d) Landlord will maintainagrees, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement by not later than 45 days prior to the Premises under generally accepted accounting principlesCommencement Date, then it shall be Landlordto provide Tenant's responsibility to promptly make and pay Facilities Manager with a detailed property management plan for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result including proposed staffing levels and standards of Tenant's use management and maintenance of the Premises. Tenant shall do all acts required respond with its comments or approval of such plan within thirty (30) days of receipt of the management plan and to comply any revised submittal within ten (10) days of its receipt of the same. Landlord and Tenant shall discuss who Landlord shall hire or contract with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of as major service providers for the Premises. If Landlord shall have yearly inspections of the roof as required by the terms of the roof warranty and Landlord and Tenant shall cooperate in the enforcement of the roof warranty. Landlord shall advise Tenant in advance of any repair or maintenance cost believed to be in excess of $10,000. In the event Landlord or Tenant shall disagree about such plans, the need for such maintenance or repairs, or whom to hire as service providers, then Landlord and Tenant shall agree to a repair is required third party property manager, which third party property manager shall informally arbitrate such disputes. (e) Except as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything provided elsewhere in this Lease to the contrary, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to, or interruption of business, arising from Landlord, Tenant or others making any repairs, restorations, replacements, alterations, additions or improvements in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material any portion of the Premises, or in or to fixtures, appurtenances or equipment thereof; provided that such repairs, restorations, etc. do not prevent Tenant from operating in the Premises unusable as anticipated hereunder for more than three consecutive business daystwenty-four hours. In such case, then Tenant Rent hereunder shall be entitled abated in proportion to an abatement of rent commencing with the fourth business day that untenantable space in the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under Premises. Notwithstanding the provisions of Section 12, Section 14 or Section 21 or any other provision of this Lease to the contrary, in exercising its rights pursuant to this Lease, Landlord shall not unreasonably interfere with the access to the Premises or Tenant's business operations therein.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above as otherwise provided in this Article and Paragraph 8A(3) below as being Landlord's obligationArticles 12 and 13, Tenant shall, at Tenant's sole cost Sublessor shall keep and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good working order, condition and repair as required under this Leasecomparable to buildings in similar first-class office parks in the Portsmouth and Dover, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain New Hampshire market area the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, Common Facilities and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage portions of the Building including but not limited to the roof, exterior walls, floor slabs, columns, elevators, the plumbing, heating, lighting, and other building standard electrical equipment, ventilating equipment, air conditioning equipment, the elevators or escalators, and the life safety systems and equipment, utility systems and bathrooms wherever located. Sublessor shall also keep and maintain or cause to be maintained the Common Facilities including without limitation the parking lot, landscaped areas and other exterior grounds, stormwater management and drainage facilities, exterior lighting and the driveways, walkways, sidewalks, entrances and roadways in good order and repair, and shall keep the same reasonably free of debris, snow and ice. Except for repairs for which Sublessor is responsible hereunder, Sublessee shall maintain the Premises in the condition the Premises were in on the Rent Commencement Date, reasonable wear and tear, damage resulting from Sublessor’s activities or breach of Sublessor’s repair and maintenance obligations, damage by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amountfire or other casualty and governmental taking excepted. Such payment will be All repairs made by Tenant as set forth either Sublessor or Sublessee shall be done in Paragraph 4 above. Landlord shall do all acts required to comply a good and workmanlike manner in accordance with all applicable laws, ordinances, regulations . Whenever in this Lease the costs of repairs and rules of any public authority relating to the Premises, except to the extent that the foregoing maintenance are solely a result of Tenant's use imposed on one of the Premises. Tenant parties, such costs shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by first be paid from available insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, Sublessee shall have the right, in the event that the need for repairs its sole discretion, to terminate, in whole or the making of repairs (in part, any or both) which Landlord is obligated to effect at Landlord's expense renders a material portion all of the Premises unusable for more than three consecutive business daysrepair, then Tenant shall be entitled maintenance, cleaning or other services being provided by Sublessor pursuant to an abatement of rent commencing with the fourth business day that the same are unusablethis Lease; provided, provided however, that Tenant Sublessee shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission provide Sublessor with at least forty-five (45) days prior written notice of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licenseessuch termination, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes pay Sublessor for all amounts due Sublessor for such unusability, or services through the date of termination and (iii) where the repair in question perform such service or services itself or hire a substitute service provider that is one which Tenant is obligated reasonably acceptable to furnish under the provisions of this LeaseSublessor to carry out any such service that Sublessee has terminated with Sublessor.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above Tenant shall take good care of ----------------------- and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises (including all plate glass, Trade Fixtures, and improvements, additions, or alterations situated in good orderthe Premises) in a first class, clean, and safe condition and repair, ordinary wear and tear and other than damage caused by fire and casualty excepted, including: the interior surfaces negligence of Landlord. Tenant shall not commit or allow any waste or damage to be committed on any portion of the ceilingsPremises or the Project. Tenant shall repair or replace any damage to any part of the Project, walls caused by Tenant or by a Tenant Related Party. However, Landlord may, at its option, make such repairs, improvements, or replacements; and floorsTenant shall repay Landlord on demand the actual costs incurred by Landlord to make such repairs, improvements, or replacements plus an additional charge (as determined by Landlord) to cover administrative overhead. Landlord shall arrange for the repair and maintenance of the foundation, exterior walls, and roof of the Building; all doors and interior windows; furnishings installed the public areas within the PremisesBuilding; all equipment the heating, air conditioning, and ventilation system within the Building; and the facilities providing utility services (other than facilities installed by a telephone or at the expense of telecommunications provider selected by Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs ) which are located within the Premises. Project (2) In the event that Tenant fails to maintain the Premises in good ordercollectively, condition and repair as required under this Lease"Landlord's Repair Obligations"). Landlord, Landlord however, shall give Tenant prior written notice to do such acts as are not be required to so maintain make any repairs arising as a result of, in whole or in part the Premisesact or negligence of Tenant or any Tenant Related Party; and the cost of those repairs shall be the obligation of Tenant. In the event that the Premises become in need of repairs which are within Landlord's Repair Obligations, Tenant fails shall give immediate notice to commence Landlord of the nature of such work within 30 days after written demand by Landlord, repair needs; and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, responsible in any way for failure to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord make any repairs until a reasonable time shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) elapsed after receipt by Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasewritten notice.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's its sole cost and expense, maintain the Premises in good orderperform all maintenance, condition repair and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within replacement tasks to the Premises; all equipment installed by or at the expense of Tenant; provided, however, prior to exercise and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use performance of the Premises as a result of performing any such work. (3) Option, neither Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement nor Tenant shall be obligated to make repairs or alteration or other change improvements that would be considered a capital improvement or replacement expense (according to Generally Accepted Accounting Principles, “GAAP”). By way of illustration, but not as a limitation at all times throughout the Term, Tenant shall maintain all improvements to the Premises under generally accepted accounting principlesnow or hereafter existing therein or thereon in good condition consistent with the standards of maintenance established during Landlord’s ownership. Tenant’s obligation to maintain and repair shall also specifically include the maintenance, then it repair or replacement of fixtures and equipment essential to operation and enjoyment of the Premises; the heating, air- conditioning, electrical and plumbing systems; exterior and interior doors; windows and glass; any signs or other equipment installed and used by Tenant; and any easements appurtenant to the Premises in accordance with the terms of such easements. Tenant shall make such replacements of any of the foregoing as may become reasonably necessary during the Term. The provisions of this Section 9 shall not apply in the case of damage or destruction by fire or other casualty, or in the case of eminent domain, in which event the obligations of Tenant shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building controlled by the square footage of all buildings benefitted by specific provisions hereof addressing such improvement, including the Building) of the annual amortized amountevents. Such payment will be made by Tenant In carrying out its obligations as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceedsthis Section 9, Tenant will pay for agrees to conform to all requirements of law, the cost regulations of such repairapplicable public authorities, and the requirements of insurers. Notwithstanding anything in this Lease to the contraryFurther, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not take any action nor permit any action to be entitled taken which would result in or cause the loss, termination or forfeiture of any easement right appurtenant to a pro rata abatement the Premises or which would result in the violation of rent under any covenants, conditions or restrictions burdening the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeasePremises.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationotherwise set forth in this Lease, Tenant shallshall Maintain in a first class condition and good repair the entire Premises, at Tenant's sole cost including, without limitation, the Building Systems, the horizontal distribution portions of Building Systems, HVAC, fire-life safety systems, the roof membrane (but not the roof structure), parking areas, walkways, landscaping, exterior lighting, irrigation, floor slabs, walls, and expenseutilities outside the exterior of the Building. Tenant shall Maintain the exterior of the Building in a clean, maintain first class appearance, including exterior window washing and exterior building and parking lot cleaning as necessary. If any part of the Premises requiring repair or replacement is covered by warranty, Landlord and Tenant shall exercise such warranties first. (b) Tenant at its sole expense shall keep the Premises, and the fixtures, improvements, equipment, and finishes, and any Alterations therein in good ordera clean, safe, and sanitary condition and repairwill cause no waste or injury thereto. Alterations, ordinary wear repairs and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within replacements to the Premises; all equipment installed by , made necessary because of Tenant’s Alterations or installations, any use or circumstances special or particular to Tenant, or any act or omission of Tenant or its Agents shall be made at the sole expense of Tenant; and all plumbing. Tenant shall enter into a contract with a qualified, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within licensed pest control company for regular pest control services of the Premises. (2c) In the event that Tenant fails to Landlord shall at Landlord’s cost, maintain the Premises in good order, first class condition and good repair the structural portions of the Building, including the Building foundation and roof structure. For the sake of clarity, windows, door entrances, plate glass, glazing systems, and floor slabs (so long as required under this Leasea defect in the slab doesn’t affect the integrity of the Building) are not deemed structural portions of the Building and shall be Tenant’s responsibility to Maintain (but if the necessary repair or replacement qualifies as a Capital Improvement, shall be treated as such). If Tenant becomes aware of any condition that is Xxxxxxxx’s responsibility to repair and/or replace, Tenant shall promptly notify Landlord of the condition and Landlord shall not be deemed to have breached any obligation related thereto unless Tenant has given such notice to Landlord and Landlord has not made such repair within a reasonable time following the receipt by Landlord of Tenant’s notice. Notwithstanding any provision hereof to the contrary, Landlord shall give Tenant prior written notice have no responsibility for repairs to do such acts as are or maintenance of the roof membrane for the Building. (d) Landlord shall not be required to so maintain repair damage or make replacements to the Premisesextent caused by the intentional acts or negligence of Tenant or its agents, employees, or contractors, any such repairs or replacements shall be Tenant’s sole responsibility at Tenant’s cost. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligatedthe obligation, to do such acts and expend such funds at the expense undertake work of repair or Maintenance that Tenant as are reasonably is required to perform such workunder this Lease and that Tenant fails or refuses to perform in a timely and efficient manner after prior written notice from Landlord. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of All costs incurred by Xxxxxxxx in performing any such workrepair for Tenant shall be paid by Tenant to Landlord upon demand. (3e) Landlord will maintain, repair and replace all structural components Notwithstanding any provision of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in if Capital Improvements are required to the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business daysPremises, then Tenant shall notify Landlord and Landlord shall cause such Capital Improvements, if approved by Landlord in its reasonable discretion, to be entitled constructed or performed at Landlord’s cost but subject to amortized reimbursement pursuant to Section 6(a)(vi), unless such Capital Improvement is to an abatement item that is Landlord’s cost obligation pursuant to this Lease, such as Building structure. Landlord shall have no obligation to pay for Capital Improvements that are the result of rent commencing with Xxxxxx’s acts, omissions, negligence, or failure to Maintain the fourth business day that Premises, but not including normal wear and tear. (f) All service and utility providers used by Tenant, including, without limitation, for purposes of this Section 9 or Section 7 above, shall be from a list of approved vendors set forth by Landlord. Any property manager selected by Tenant for the same are unusable; providedPremises shall be subject to Landlord’s prior written approval, however, that Tenant which shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of unreasonably withheld. Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or its property manager, shall provide Landlord with updates regarding the services and utilities provided to the Premises, along with descriptions of the maintenance activities, together with services contracts, utility agreements, and invoices to support the same. This documentation shall be provided every six (iii6) where months during the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseTerm.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallTenant, at Tenant's sole cost and expenseits cost, shall maintain the Premises in a good order, condition consistent with the condition of the Premises existing at the time of delivery. Tenant acknowledges and accepts that the Premises are leased in "AS IS" condition and repairTenant shall keep and maintain the Premises, ordinary wear and including the structural elements of the buildings, as hereinafter defined, on the Premises in a condition existing at the time Tenant takes possession of the Premises excepting normal wear, tear and damage by fire and casualty excepted, including: casualty. 1. District makes no representations or warranties for the interior surfaces structure of the ceilingsbuilding as it exists but District agrees that if the structural elements of the building become damaged to a lesser condition than currently exists, walls and floors; all doors and interior windows; furnishings installed within if such structural damage is due to no fault or negligence of Tenant, then District will repair the damage in such a manner as to bring it back to a condition which is similar to the condition which existed at the time Tenant takes possession of the Premises; all equipment installed by or at however, District may terminate this Lease if such repair cost exceeds One Hundred Fifty Thousand dollars ($150,000) per incident. District agrees to pro-rate Tenant’s rent during the expense of Tenant; and all plumbing"repair" period, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within if the Premises. resulting structural damage prohibits Tenant from carrying out its normal daily activities. If District elects not to perform a repair which cost exceeds One Hundred Fifty Thousand dollars (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion$150,000), then Landlord shall have the right, but shall not be obligated, Tenant may elect to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components remain in possession of the Premises and pay the roof stipulated rent unless changed through mutual agreement of the Buildingparties or Tenant may elect to terminate this Lease. 2. District shall not be required to maintain, and if a repair, replacement repair or alteration or other change would be considered a capital improvement or replacement to replace the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, interior spaces including the Building) interior surface of the annual amortized amountexterior walls. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts If District is required to comply with all applicable lawsperform maintenance that is not District’s obligation, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable lawsreimburse District, ordinancesas additional rent, regulations and rules within fifteen (15) days after receipt of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceedsbilling, Tenant will pay for the cost of such repairmaintenance and repairs which are the obligation of Tenant hereunder. 3. Notwithstanding anything As used in this Lease to Lease, the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion term "structural elements of the Premises unusable for more than three consecutive business daysbuildings" are defined as the roof, then Tenant foundation, footings, floor slab, flooring, and structural walls. Plumbing, air conditioning, electrical and heating systems shall be entitled to an abatement considered “structural elements of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasebuilding.”

Maintenance and Repairs. (1a) Except Subject to Tenant’s responsibilities set forth in Paragraph 14 (d), Landlord shall keep the Building and all machinery, equipment and fixtures attached to, or used in connection with the operation of the Building, including all electrical, heating, mechanical, sanitary, sprinkler, utility, power, plumbing, cleaning, refrigeration, ventilating, air conditioning and elevator systems and equipment (excluding, however, lines, improvements, systems and machinery for matters specified under Paragraph 4 above water, gas, steam and Paragraph 8A(3electricity owned and maintained by any public utility company or governmental agency or body and excluding also any of Tenant’s property) below as being Landlord's obligationin good order and repair, consistent with similar properties in the Sterling, Virginia area. Landlord reserves the right of access to the Premises for the purposes of such operation, cleaning, maintenance, safety, security and repairs, and agrees that it shall use reasonable efforts (except in the case of emergency) to provide reasonable advance notice to Tenant shall, at Tenant's sole of its intent to enter the Premises for such purposes. The cost for maintaining the Building and expense, maintain the Premises in good orderorder and repair as contemplated by this paragraph 14 (a) shall be an Operating Cost for purposes of paragraph 11 hereof. There shall be no abatement in rents due and payable hereunder and no liability on the part of Landlord by reason of any inconvenience, condition and repairannoyance or disruption arising from Landlord’s making reasonable repairs, ordinary wear and tear and damage by fire and casualty exceptedadditions or improvements to the Building or Premises in accordance with its obligations hereunder. Notwithstanding the above, including: if, pursuant to this Lease, Landlord performs any work or interrupts any service that Landlord is required to supply, Landlord agrees to cooperate with the interior surfaces reasonable requests of Tenant to perform such work, or to schedule such service interruption, as the case may be, in a manner designed to minimize, to the extent practicable, any interference with Tenant’s business, provided Tenant’s requests do not increase the cost to Landlord of performing such work (unless Tenant agrees in writing prior to the commencement of such work to reimburse Landlord for any such additional costs). Notwithstanding the foregoing, if Landlord’s performance of its work in the demised premises, or interruption of services, as the case may be, during regular business hours results in a material interruption in Tenant’s business operations in a material portion of the ceilingsPremises and requires Tenant to cease its business operations in the affected portion of the Premises for more than five (5) consecutive business days, walls and floors; all doors and interior windows; furnishings installed within then unless Landlord performs such work or interrupts such service at other than regular business hours without charge to Tenant, the Premises; all Rent shall be abated pro rata based on the area so affected for each business day in excess of five (5) consecutive business days that such cessation shall continue. Except to the extent expressly permitted by this Lease, Tenant will not do or permit anything to be done in the Premises or the Building of which they form a part or bring or keep anything therein which shall in any way increase the rate of fire or other insurance for said Building, or on the property kept therein, or obstruct, or interfere with the rights of other tenants, or in any way injure or annoy them, or those having business with them, or conflict with them or conflict with the fire laws or regulations, or with any insurance policy upon said Building or any part thereof, or with any statutes, rules or regulations enacted or established by the appropriate governmental authority. If any increase in the rate of fire insurance or other insurance is stated by any insurance company or by any insurance rate bureau due to any activity or equipment installed by or at the expense of Tenant; , such statement shall be conclusive evidence that the increase in such rate is caused by such activity or equipment, and all plumbingTenant shall be liable for such increase and shall reimburse Landlord therefor upon demand, heatingand any such sum shall be considered additional rent payable hereunder. Landlord shall use commercially reasonable efforts to notify Tenant of any such increase in rates occurring as a result of Tenant’s activities, ventilatingin order that Tenant might consider modifying or discontinuing such activities so as to avoid, electrical and lighting facilities and fixtures; all landscapingreduce, parking lotsor reverse such increase. In the event Landlord elects to make substantial improvements or additions to the Building, fences and signs located within Property or Premises, such improvements or additions shall not adversely affect Tenant’s use of or access to the Premises unless Landlord has obtained the prior written consent of Tenant, which consent shall not be unreasonably withheld, to make such improvements or additions which affect Tenant’s Premises in an adverse manner. Landlord shall be free to make improvements or additions to the Building, Property or Premises which do not have an adverse effect on Tenant’s use of or access to the Premises. (2b) In After substantial completion of Building or Premises, except as hereinafter expressly set forth Tenant will not make any alterations, installments, changes, replacements, additions or improvements, collectively “Alterations”, in or to the event Premises or any part thereof, without the prior written consent of Landlord, not to be unreasonably withheld or delayed. If Landlord affords its consent to such Alterations, Landlord shall elect, at the time it affords its consent, whether Tenant shall be required to remove such Alterations and restore the Premises to their original condition upon the expiration of the Term, and said written consent shall include Landlord’s election. It is expressly understood that all Alterations shall be performed in a good and workmanlike manner and shall conform to all rules and regulations established from time to time by any applicable underwriter’s association and conform to all requirements of local, state and federal governments. All Alterations shall be made at Tenant’s sole expense, by contractors, or subcontractors reasonably approved by Landlord, and only after (i) Tenant has obtained all necessary permits from governmental authorities and (ii) Tenant has submitted complete plans and specifications to Landlord with respect to the Alterations and Landlord has approved them, which approval shall not be unreasonably withheld, conditioned or delayed. If any mechanic’s lien is filed against the Premises or the Building for work or materials furnished to Tenant, the lien shall be discharged or bonded off by Tenant, solely at Tenant’s expense, within thirty (30) days after Tenant receives notice thereof. Tenant shall indemnify and hold harmless Landlord from any and all expenses (including attorney’s fees), liens and claims or damage to persons, property, or the Building which may arise from the making of any Alterations. Tenant will deliver to Landlord a complete set of “as-built” plans showing the approved Alterations. Notwithstanding anything contained herein, ordinary and typical office decorations, painting and carpeting shall not be included within the definition of “Alterations” which require Landlord’s prior approval. It is also expressly understood that all Alterations upon the Premises (whether with or without Landlord’s consent), shall at the election of Landlord, as provided in the written consent required herein above, remain upon the Premises and be surrendered with the Premises at the expiration of this Lease without disturbance, molestation or injury. Notwithstanding the foregoing, provided (i) this Lease is in full force and effect, and (ii) that Tenant fails shall not then be in default in the performance of any obligation under this Lease, Tenant shall have the right to maintain remove, prior to the expiration or termination of this Lease, all movable furniture, fixtures or equipment installed in the Premises in good ordersolely at Tenant’s expense. Should Landlord elect that alterations, condition and repair as required under installments, changes, replacements, additions to or improvements made by Tenant are not to remain on the Premises, Tenant hereby agrees that within five (5) days following the expiration of the term of this Lease, Landlord shall give have the right to cause same to be removed at Tenant’s sole cost and expense. Tenant hereby agrees to reimburse Landlord for the reasonable cost of such removal together with the cost of restoring the Premises to its original condition. (c) Tenant shall not install any other equipment of any kind or nature whatsoever which will or may necessitate any changes, replacements or additions to the water supply system, sewer system, the components of the Building Shell as identified in Exhibit B hereto or the electrical system of the Premises without the prior written notice to do such acts as are required to so maintain consent of the PremisesLandlord, which consent shall not be unreasonably withheld or delayed. In the event that Tenant fails wishes to commence install machinery or mechanical equipment which may cause noise or vibration to be transmitted to the structure of the Building or any space therein, such work within 30 days after written demand machinery shall be installed and maintained by LandlordTenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate such noise and diligently prosecute it to completionvibration. Tenant may, then Landlord at its expense, install and remove additional equipment and machinery used or useful in Tenant’s business, which equipment and machinerv shall have remain the right, but property of Tenant and shall not be obligatedbecome part of the real estate, to do provided that such acts and expend such funds at installation shall not reduce the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use value of the Premises as or its usefulness. Any equipment of Tenant not removed by Tenant within ten (10) days after the expiration or earlier termination of this Lease shall be considered abandoned by Tenant and may be appropriated, sold, destroyed or otherwise disposed of by Landlord without first giving notice thereof and without obligation to account therefor. Notwithstanding any other provision of this Lease, Tenant may not install any equipment which emits electromagnetic, microwave, ultrasonic, laser, or other radiation at levels which Landlord reasonably determines causes a result of performing any such workrisk to persons or property, or interferes with telecommunications transmissions or computer use. (3d) Landlord Subject to Landlord’s obligations to maintain and repair the Premises in accordance with this Paragraph 14, Tenant agrees that it will maintain, repair and replace all structural components take good care of the Premises and the roof fixtures therein and will, at the expiration or other termination of the term hereof, surrender and deliver up the same in like good order and conditions as the same now is or shall be at the commencement of the Term hereof, ordinary wear and tear excepted. Without limiting the generality of the foregoing, Tenant shall promptly make all repairs to the Premises or to any part of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing such repairs are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of and if such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly necessitated by any act or omission of Tenant Tenant, any subtenant, assignee or concessionaire of Tenant, any of Tenant's servants, its respective agents or employees, agents, contractors, visitors or licensees, (ii) where by the failure of Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish perform any of its obligations under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, throughout the term of this lease, take good care of the demised premises and the fixtures and appurtenances therein. Tenant shall be responsible for all damage or injury to the demise premises or any other part of the building and the systems and equipment thereof, whether requiring structural or nonstructural repairs caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant's subtenants, agents, employees, invitees or licensees, or approvals and certificates to Owner and Tenants agrees to carry and will cause Tenant's contractors and sub-contractors to carry such xxxxxxx'x compensation, general liability, personal and property damage insurance as Owner may require which arise out of any work, labor, service or equipment done for or supplied to Tenant or any subtenant or arising out of the installation, use or operation of the property or equipment of Tenant or any subtenant. Tenant shall also repair all damage to the building and the demised premises caused by the moving of Tenant's fixtures, furniture and equipment. Tenant shall promptly make, at Tenant's sole cost and expense, all repairs in and to the demised premises for which Tenant is responsible, using only the contractor for the trade or trades in question, selected from a list of at least two contractors per trade submitted by Owner. Any other repairs in or to the building or the facilities and systems thereof for which Tenant is responsible shall be performed by Owner at Tenant's expense. Owner shall maintain the Premises in good order, condition working order and repair, ordinary wear repair the exterior and tear and damage by fire and casualty excepted, including: the interior surfaces structural portions of the ceilingsbuilding, walls including the structural portions of its demised premises, and floors; all doors the public portions of the building interior and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all building plumbing, heatingelectrical, ventilating, electrical heating and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within ventilating systems (to the Premises. (2extent such systems presently exist) In serving the event that demised premises. Tenant fails agrees to maintain give prompt notice of any defective condition in the Premises in good order, condition and repair as required under this Lease, Landlord premises for which Owner may be responsible hereunder. There shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or others making repairs, alterations, additions or improvements in or to any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business daysbuilding or the demised premises or in and to the fixtures, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, appurtenances or equipment thereof. It is specifically agreed that Tenant shall not be entitled to a pro rata abatement any setoff or reduction of rent under by reason of any failure of Owner to comply with the foregoing due to unusability (i) caused directly or indirectly by any act or omission covenants of Tenant this or any other article of this Lease. Tenant agrees that Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes sole remedy at law in such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the instance will be by way of an action for damages for breach of contract. The provisions of this Lease.Article 4 shall not apply in the case of fire or other casualty which are dealt with in Article 9 hereof. WINDOW CLEANING:

Maintenance and Repairs. (1) Except Landlord represents and warrants at the Commencement Date and for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the duration of the lease Term that the Premises will be in good order, condition working order and repair, ordinary wear repair and tear and damage by fire and casualty excepted, including: maintain all equipment in good operating condition. Tenant accepts the interior surfaces property as of the ceilings, walls and floors; all doors and interior windows; furnishings installed within Commencement Date in an “AS IS” condition upon assuming possession of the Premises; . Landlord will correct all equipment installed by construction defects, whether structural or at not, discovered within one year of the expense of Tenant; and Commencement Date, or such longer period as may be specified in an applicable contractor’s, subcontractor’s, or materialmen’s warranty. In addition, Landlord will make all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails necessary structural repairs to maintain the Premises throughout the Term of this Lease. The structural items for which Landlord shall be responsible are the roof, exterior walls, the bearing walls (if such walls have not been changed by Tenant), the support beams, the columns, the concrete floor slabs, the plumbing system below the floor level of the facility (obstruction caused by Tenant shall be Tenant’s responsibility to correct), except those damages that are caused by the Tenant’s negligence. Tenant agrees to give prompt notice to Landlord of any defects or other hazardous conditions required to be repaired or remedied by Landlord. If the repairs required to be made by Landlord or Tenant are not completed within a reasonable time after request for such repair by the other party, Landlord or Tenant, as the case may be, shall have the option to make such repairs after first giving the other party fifteen (15) calendar days’ notice of its intention to do so, and any amounts expended by virtue thereof shall be added to or subtracted from the next month’s rent in good orderthe full amount of the expenditures. Landlord, condition and repair as required under during the Term of this Lease, shall maintain and repair when needed all of the mechanical equipment (“HVAC system”), including but not limited to heating and air conditioning units, plumbing, and electrical units, in a good condition and good state of repair. Further, Landlord shall give maintain a service contract on the HVAC system with a reputable heating and air conditioning contractor, providing for regular routine maintenance, changing of filters and lubricating the HVAC system. Such maintenance and repair and service contract shall be included in Operating Expenses as described in Article 4C hereof. Tenant prior written notice shall keep the Premises free and clear of rodents, bugs and vermin, and Tenant shall use, at its cost and at such intervals as Landlord shall reasonably require, a reputable pest extermination contractor to do such acts as are required to so maintain provide extermination services in the Premises. In Notwithstanding the event above, if Landlord reasonably determines that an extermination service needs to be provided to the entire Building in order to eliminate pests from the entire Building, Landlord shall contract for such extermination services and include the cost of such services in Operating Expenses. Landlord shall provide Tenant fails with advance notice of any such extermination services to commence such work be made to the Premises by Landlord within 30 days after written demand a reasonable period of time. Tenant shall keep the Premises clean and orderly and shall not cause the common areas to become disorderly, cluttered, dirty or trashed at any times and shall not cause refuse to accumulate around any portion of the Property. Trash shall be stored in a sanitary and inoffensive manner inside the Premises or in screened areas approved by Landlord, and diligently prosecute it Tenant shall cause the same to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds removed at the expense of Tenant as are reasonably required to perform such workreasonable intervals. Landlord shall have provide Tenant with five suite keys at no liability cost to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building. All keys are on “Do Not Duplicate” blanks, and if a repairnumbered for Tenant’s security. These keys cannot be reproduced unless they are done by Landlord’s locksmith. If additional keys are required by Tenant, replacement or alteration or other change would be considered a capital improvement or replacement to Tenant shall contact Landlord in order that Landlord may authorize the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for issuance of such repair, replacement, alteration or other changekeys. The cost of any such capital improvement additional keys shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission responsibility of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasepay.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above Unless expressly provided otherwise in this Lease, and Paragraph 8A(3) below as being Landlord's obligationin addition to the provisions of Section 6(A), Tenant shallLandlord shall maintain, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear the common and tear and damage by fire and casualty excepted, including: the interior surfaces core areas of the ceilingsBuilding, walls the structural parts of the Building which shall include only the foundations, bearing and floors; all exterior walls, windows and doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain unless such doors serve the Premises in good orderexclusively), condition and repair as required under this Leasesubflooring, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordgutters, and diligently prosecute it to completiondownspouts, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the BuildingBuilding (including the membrane and roof slab), and if a repairthe Building Systems and Equipment; provided, replacement or alteration or other change would be considered a capital improvement or replacement to in the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of event any such capital improvement shall be amortized over replacements, repairs or maintenance are caused by or result from Tenant’s the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result negligence or willful misconduct of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinancesits agents, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceedsemployees or invitees, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then shall be paid solely by Tenant and Tenant shall be entitled pay the cost thereof within ten (10) days of written notice from Landlord. Except as provided above, and subject to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions Section 10 of this Lease, Tenant shall maintain and repair the Premises in neat, clean, sanitary and good condition, including, without limitation, maintaining and repairing all interior walls, storefronts (if any), ceilings, interior doors, exterior doors serving the Premises exclusively and interior windows and fixtures, Premises’ specific systems and equipment as well as any damage to the Building, Property or Premises caused by Tenant, its agents, employees or invitees. If Tenant shall fail to keep and preserve the Premises in said condition and state or repair, Landlord may, at its option (but with no obligation), after providing Tenant ten (10) days prior written notice (or such shorter or no notice if Landlord reasonably determines that there is an imminent danger to person or property) put or cause the same to be put into the condition and state of repair agreed upon, and in such case Tenant, on demand, shall pay the Landlord’s reasonable out-of-pocket cost thereof.

Maintenance and Repairs. (1) Except 16.1 Lessee is responsible for matters specified under Paragraph 4 above maintenance and Paragraph 8A(3) below repair of all items, improvements, structures and equipment that are part of Lessees Services, unless otherwise specifically designated as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain City’s responsibility. Lessee covenants to keep the Leased Premises in good order, condition and structural repair, ordinary wear and tear and damage by fire and casualty excepted, including: including the interior surfaces of the ceilingsroof, walls and floorsfoundations to be constructed. 16.2 Exterior maintenance, including without limitation, routine gardening, cutting, mulching, pruning and similar maintenance of all foliage; routine and non-routine maintenance of parking areas (including cleaning, paining, striping, paving, and repairs), common exterior areas, and swale areas shall be done by Lessee, at its expense. 16.3 The Lessee shall keep the interior of the charter school in accordance with generally accepted good practices, including paining, the replacement of worn or damaged floor covering and repairs or replacement of interior equipment as may be necessary due to normal usage. 16.4 Lessee shall be responsible for all doors interior and interior windows; furnishings installed within exterior pest control services, janitorial costs and services related to the charter school. 16.5 Lessee shall be responsible for the exterior appearance of the buildings on the Leased Premises; all equipment installed by , including without limitation paint, mold, mildew, and water stains. Lessee shall obtain City’s written approval of the paint colors in advance. In the event of Lessee’s failure to obtain City’s paint color approval in advance, the City has the right to require changes to the paint and color at Lessee’s expense. 16.6 If Lessee fails to timely make repairs or to maintain the Leased Premises as it is required under the terms of this Agreement, then the Lessee shall be liable for any damages to property or loss thereby sustained, and the City may have such repairs made at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the PremisesLessee. In such event, the event that Tenant fails to commence such work within 30 days after written demand by LandlordLessee shall pay additional rent at the next rental payment deadline, upon presentation of a certified invoice detailing the repairs made and the expenses incurred, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense with verification of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such workpayment. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. Tenant agrees to maintain the Premises and perform minor repairs such as leaking faucets and changing of air conditioner filters. Tenant shall be responsible for failure to make such repairs and shall be liable for damage resulting from such failure. Landlord shall be responsible for major repairs. The rights and obligations of the parties hereto regarding these repairs are described herein: (1a) Except Tenant shall notify Landlord promptly by telephone, in person or in writing upon discovery of any major item requiring repair, (b) Landlord shall be required to complete such repair or cause such repair to be completed within three (3) business days after receiving such notification thereof from Tenant unless such repair cannot be reasonably completed within such three (3) business day period for matters specified under Paragraph 4 above reasons beyond the control of Landlord, in which event such repair shall be completed as soon as practically possible, but in any event within seven (7) business days after such notification, and (c) Tenant shall pay the first $ 500.00 for the repair of any one item requiring repair, or shall be entitled (but not obligated) to effect any repair at Tenant's sole cost and Paragraph 8A(3expense in which case the Landlord must be notified and may require inspection of such repairs and copies of receipts for labor and/or materials for said repairs. (d) below as being In the case of emergency repairs, Landlord shall be obligated to complete or cause same to be completed within forty-eight (48) hours after notification of the need for such repair by Tenant. In the event Landlord fails to complete any emergency repairs within said forty-eight (48) hours period for any reason whatsoever, Tenant shall be entitled to effect such repairs and Landlord shall pay all expenses (subject to limits described in subsection (iii) hereinabove) thereby incurred by Tenant upon written notification to Landlord by Tenant that such repairs have been effected and following inspection of such repairs by Landlord. (e) Tenant shall pay Landlord for any property damage and/or cost of repairs to the Premises caused by the negligence or misuse thereof by Tenant, or Tenant's guests and/or other occupants. At the Landlord's obligationdiscretion, such repairs may be affected by Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2f) In Any outstanding debt for such repairs may be deducted from the event that Tenant fails security deposit or charges to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such worktenant. (3g) Landlord will maintainTenant shall maintain the yard by watering, repair weeding, mowing the grass and replace trimming the shrubs so as to maintain a good appearance. Extermination services for all structural components pests and insects as reasonably needed shall be arranged and paid for by Tenant. Both parties acknowledge that the rent would be higher if the foregoing responsibilities were allocated differently. This assumption of the Premises and the roof of the Buildingresponsibility by Tenant is entered into knowingly, voluntarily, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make for consideration and pay for such repair, replacement, alteration or other change. The cost is an express waiver of any such capital improvement shall be amortized over the useful life statutory or common law obligation of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above repairs caused by the willful misconduct or gross negligence of Landlord, or its agents, employees, contractors or servants (which Landlord shall promptly and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallproperly repair, at TenantLandlord's sole cost and expense, to a condition at least as good as existed immediately prior to such act by Landlord, or its agents, employees, contractors or servants of gross negligence or willful misconduct), Tenant shall, at its own cost and expense, maintain the Premises, including the buildings and improvements now or at any time erected thereon, the exterior walls, roofs, foundations and structural frame of any and all such improvements or buildings, the interior of any and all such improvements or buildings, including, but not limited to, the electrical systems, heating, air conditioning and ventilation systems, plate glass, windows and doors, sprinkler and plumbing systems, and any access ways and other paved areas upon the Premises and the sidewalks, curbs, roadways, parking areas, landscaping, grounds, fences and vaults, if any, and all other items of the Premises and improvements, exterior and interior, structural and nonstructural, in good good, first class and Class "A" order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: in a manner not less than the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair of other first class office buildings in the Innsbrook Corporate Center development, ordinary wear and tear excepted, subject to Tenant's obligation to provide such ongoing maintenance of the Premises, including repairs as required under this Leasenecessary of items suffering from ordinary wear and tear, Landlord shall give Tenant prior written notice to do such acts as are required to so which will maintain the PremisesPremises and improvements in the foregoing first class order, condition and repair. In Tenant shall promptly at the event that Tenant fails Tenant's sole cost and expense make all necessary repairs, interior and exterior, structural and non-structural, ordinary as well as extraordinary, foreseen as well as unforeseen, with respect to commence such work within 30 days after written demand by Landlordthe foregoing items of maintenance and repair. Repairs shall include replacements or renewals when reasonably necessary, and diligently prosecute it all such repairs made by the Tenant shall be equal in quality and class to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such original work. Landlord Tenant shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair keep and replace maintain all structural components portions of the Premises and the roof sidewalks, walkways and parking areas adjoining the same in a clean and orderly condition, free of accumulation of dirt, rubbish, snow and ice. Without limiting the Buildingforegoing, and if a on or before November 1, 1995 Tenant shall repair, replacement or alteration or other change would be considered a capital improvement or replacement to replace and/or renovate, as applicable, the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost items of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as repair set forth in Paragraph 4 above. that certain letter from Landlord shall do all acts required to comply with all applicable lawsTenant dated June 8, ordinances1995, regulations and rules a copy of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair which is required attached hereto as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseExhibit "G".

Maintenance and Repairs. (1) A. Landlord's Obligations Except for matters specified under Paragraph 4 above special or non-standard systems and Paragraph 8A(3) below as being Landlordequipment installed for Tenant's obligationexclusive use, Tenant Landlord shall, at Landlord's initial cost and expense subject to reimbursement by Tenant of Tenant's sole Proportionate Share of such cost and expense, maintain the Premises keep in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Leasethe heating, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, ventilating and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts air conditioning and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of other mechanical systems which service the Premises as a result well as other premises within the Building; the foundations, exterior walls, structural condition of performing any such work. (3) Landlord will maintaininterior bearing walls, repair and replace all structural components roof of the Premises and Building; and the roof parking lots, walkways, driveways, landscaping, fences, signs and utility installations and other Common Areas of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 aboveProject. Landlord shall do all acts required not be in breach of its obligations under this Section unless Landlord fails to comply with all applicable laws, ordinances, regulations and rules of make any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) perform maintenance which Landlord it is obligated to effect at Landlord's expense renders perform hereunder and such failure persists for an unreasonable time after written notice of a material portion of the Premises unusable need for more than three consecutive business days, then Tenant shall be entitled such repairs or maintenance is given to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant Landlord by Tenant. Landlord shall not be entitled required to a pro rata abatement make any repairs that are the obligation of rent under any tenant or occupant within the foregoing due to unusability (i) Building or Project or repairs for damage caused directly or indirectly by any negligent or intentional act or omission of Tenant or any person claiming through or under Tenant or any of Tenant's servants, employees, agentssuppliers, contractorsshippers, visitors customers or licenseesinvitees, (ii) where in which event Tenant makes a decorationshall, alteration, improvement or addition which directly causes such unusability, or (iii) where with the repair in question is one which Tenant is obligated to furnish consent and under the provisions direction of this LeaseLandlord, repair such damage at its sole cost and expense. Tenant hereby waives and releases any right it may have to make repairs to the Premises, Building or Project at Landlord's expense under any law, statute, ordinance, rules and regulations now or hereafter in effect in any jurisdiction in which the Project is located.

Maintenance and Repairs. Landlord shall keep the foundation, the exterior walls (1except glass; windows; doors; door closure devises; window and door frames, molding, locks, and hardware) Except and exterior painting or other treatment of exterior walls, and the roof of the leased premises in good repair except that Landlord shall not be required to make any repairs occasioned by the act or negligence of Tenant, its employees, subtenants, licensees and concessionaires. Tenant is responsible for matters specified under Paragraph 4 above maintenance of the common area and Paragraph 8A(3) below as being Landlord's obligationcommon area equipment. If Landlord is responsible for any such repair and maintenance, Tenant shallagrees to give Landlord written notice of needed repairs. Landlord shall make such repairs within a reasonable time. Tenant shall notify Landlord immediately of any emergency repairs. Tenant shall keep the leased premises in good, clean condition and shall at Tenant's its sole cost and expense, maintain the Premises in good ordermake all needed repairs and replacements, condition including replacement of cracked or broken glass, except for repairs and repair, ordinary wear and tear and damage replacements required to be made by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required Landlord under this Lease, Landlord shall give Tenant prior written notice to do such acts as are section. If any repairs required to so maintain the Premises. In the event that be made by Tenant fails to commence such work hereunder are not made within 30 ten (10) days after written demand notice delivered to Tenant by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do may at its option make such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no repairs without liability to Tenant for any reasonable damage, inconvenience loss or interference with Tenant's use damage which may result by reason of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Buildingrepairs, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required pay to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required Landlord upon demand as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for additional rent hereunder the cost of such repairrepairs plus interest. Notwithstanding anything in At the termination of this Lease to the contrarylease, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with deliver the fourth business day that the same are unusable; providedleased premises in good order and condition, howevernormal wear and tear excepted. Normal wear and tear means deterioration which occurs without negligence, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly carelessness, accident or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseabuse.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's its sole cost and expense, maintain the Premises in good orderperform all maintenance, condition repair and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within replacement tasks to the Premises; all equipment installed by or at the expense of Tenant; provided, however, prior to exercise and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use performance of the Premises as a result of performing any such work. (3) Option, neither Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement nor Tenant shall be obligated to make repairs or alteration or other change improvements that would be considered a capital improvement or replacement expense (according to Generally Accepted Accounting Principles, “GAAP”). By way of illustration, but not as a limitation at all times throughout the Term, Tenant shall maintain all improvements to the Premises under generally accepted accounting principlesnow or hereafter existing therein or thereon in good condition consistent with the standards of maintenance established during Landlord’s ownership. Tenant’s obligation to maintain and repair shall also specifically include the maintenance, then it repair or replacement of; fixtures and equipment essential to operation and enjoyment of the Premises; the heating, air- conditioning, electrical and plumbing systems; exterior and interior doors; windows and glass; any signs or other equipment installed and used by Tenant; and any easements appurtenant to the Premises in accordance with the terms of such easements. Tenant shall make such replacements of any of the foregoing as may become reasonably necessary during the Term. The provisions of this Section 9 shall not apply in the case of damage or destruction by fire or other casualty, or in the case of eminent domain, in which event the obligations of Tenant shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building controlled by the square footage of all buildings benefitted by specific provisions hereof addressing such improvement, including the Building) of the annual amortized amountevents. Such payment will be made by Tenant In carrying out its obligations as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceedsthis Section 9, Tenant will pay for agrees to conform to all requirements of law, the cost regulations of such repairapplicable public authorities, and the requirements of insurers. Notwithstanding anything in this Lease to the contraryFurther, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not take any action nor permit any action to be entitled taken which would result in or cause the loss, termination or forfeiture of any easement right appurtenant to a pro rata abatement the Premises or which would result in the violation of rent under any covenants, conditions or restrictions burdening the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeasePremises.

Maintenance and Repairs. (1) Except ‌ 9.1 Tenant's Obligations‌ Tenant shall be solely liable for matters specified under Paragraph 4 above continued maintenance of the Premises, and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole its own cost and expense, maintain the Premises, and keep the Premises free of all grass, weeds, debris, and flammable materials of every description. Tenant shall ensure that the Premises are at all times in good orderan orderly, condition clean, safe, and repairsanitary condition. Tenant shall not allow any open flames on the Premises. Landlord requires a high standard of cleanliness, ordinary wear and tear and damage by fire and casualty excepted, including: consistent with the interior surfaces location of the ceilings, walls and floors; all doors and interior windows; furnishings installed within Premises as an adjunct of the Premises; all equipment installed by or California State Highway System. Tenant hereby expressly waives the right to make repairs at the expense of Tenant; Landlord and waives the benefit of the provisions in Sections 1941 to 1942.5, inclusive, of the California Civil Code or any successor statute or amendment thereto providing a cause of action for habitability or tenantability. Tenant shall take all plumbingsteps necessary to protect and preserve the fences, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordguardrails, and diligently prosecute it to completionthe piers and columns, then Landlord shall have the rightif any, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with all structures from damage arising out of Tenant's use of the Premises as a result of performing and any such work. (3) Landlord will maintainimprovements, all without expense to Landlord. Tenant shall, at its own cost and expense, repair in accordance with Landlord's standards any damage to any property owned by Landlord, including, but not limited to, all fences, guardrails, piers and replace all structural components of columns, utility-related equipment and facilities caused by Tenant, Xxxxxx’s contractors, clients, invitees, trespassers or any other third parties. At Tenant's request, Landlord may elect to repair the Premises and the roof of the Buildingdamage to its property, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement Xxxxxx agrees to reimburse Landlord promptly after demand for the Premises under generally accepted accounting principles, then it amount Landlord has reasonably expended to complete the repair work. Tenant shall be Landlord's responsibility to promptly make responsible for the care, maintenance, and pay for such repairany required pruning of trees, replacementshrubs, alteration or any other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of landscaping on the Premises. Tenant assumes the liability for any damage or injury caused by any falling branches or other such materials from any tree or shrub whether the branches fall due to lack of maintenance or act of god or any other natural or unnatural causes. Tenant’s liability insurance required under Article 10 shall do all acts required cover any damage caused by any falling tree or shrub branches or other materials. Tenant shall designate in writing to comply with all applicable lawsLandlord a representative who shall be responsible for the day-to-day operation and level of maintenance, ordinances, regulations cleanliness and rules of any public authority relating solely to Tenant's use general order of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above as otherwise provided in this Lease and Paragraph 8A(3) below subject to reimbursement, if any, as being Landlord's obligationexpressly provide herein, Tenant shall, Landlord at Tenant's sole cost its expense shall keep and expense, maintain the Premises in good orderCommon Areas, condition foundation, roof, and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces structural portions of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repairthe main utility connections serving the Building and Common Areas, replacement or alteration or other change would be considered a capital improvement or replacement in good working order and repair consistent with reasonable standards of building maintenance at all times during the term of this Lease. Landlord shall have the right to grant easements and/or rights-of-way over and across the Common Areas so long as Tenant’s access to the Premises under generally accepted accounting principles, then it and parking rights are not adversely affected. Tenant shall be Landlord's responsibility responsible for and shall at its expense repair any damage to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage roof of the Building by the square footage of all buildings benefitted by such improvement, including the Building) Premises resulting from any penetration of the annual amortized amount. Such payment will be roof of the Premises made by Tenant or its agents or contractors for the purpose of installing vents, exhaust fans, or similar devices serving the Premises or for any other purpose. Tenant at its expense shall repair any damage to any portion of the Premises and/or Building caused by the acts or omissions of Tenant or any of Tenant's contractors, employees, agents, customers, or invitees. Except for those items for which Landlord is responsible pursuant to the first sentence of this paragraph, Tenant at its expense shall keep and maintain the Premises in good, safe, and sanitary condition and repair at all times during the term of this Lease in such manner as set forth in Paragraph 4 above. Landlord shall do all acts and any insurer of the Premises reasonably may require and also as may be required to comply with all applicable laws, ordinances, rules, and regulations and rules of any public authority relating to the Premisesfederal, except to the extent that the foregoing are solely a result of Tenant's use of state, or local governmental agency or subdivision having jurisdiction over the Premises. Tenant's responsibilities under this paragraph shall include but are not limited to all plate glass windows and window fixtures and doors and door fixtures in the Premises and the fixtures and equipment serving or constituting a part of the Premises (including but not limited to the lighting, heating, air conditioning, ventilating, plumbing, electrical, and sewer and other mechanical systems and equipment serving the Premises). Tenant at its expense promptly shall do make any and all acts repairs and replacements to the Premises and to the fixtures and equipment serving or constituting a part thereof which may be required to comply with all applicable lawsthe obligations of Tenant under this paragraph, ordinancesin each case in a good and workmanlike manner using materials, regulations fixtures, and rules equipment whose quality is at least equal to that of any public authority relating solely to the materials, fixtures, and equipment being repaired or replaced. Upon the expiration or termination of this Lease, Tenant shall deliver the Premises and the fixtures and equipment constituting a part thereof (excluding Tenant's use trade fixtures) to Landlord in good condition and repair, reasonable wear and tear excepted. Tenant shall deliver to Landlord prior to occupancy a list of all items Tenant will consider trade fixtures, and Landlord and Tenant shall agree on the identification of trade fixtures prior to the commencement of the Premisesterm. If a Notwithstanding the foregoing provisions of this paragraph, Landlord and Tenant agree that this paragraph shall not be applicable to any damage to or destruction of the Premises falling within the scope of paragraphs 18 and 19 (dealing with insured and uninsured casualties) or paragraph 39 (dealing with eminent domain), which damage or destruction shall be governed by the provisions of such other paragraphs. (b) In the event an emergency repair is required as a result necessary, which is the obligation of Tenant's negligence Landlord, Xxxxxx hereby agrees to diligently attempt to contact Landlord, or the Building manager whom Xxxxxx has been notified to contact in the event of an emergency, prior to making any such emergency repair. However, in the event of an emergency, and such repair cost Tenant is not covered able to contact Landlord, or the appropriate property manager within a reasonable period of time after the onset of the emergency (which “reasonable period of time” shall be dictated by insurance proceedsthe type of emergency which has occurred), or in the event that Tenant will pay is instructed by the Landlord or the property manager to make the repairs itself, Landlord shall reimburse Tenant, within twenty (20) days of receipt of an invoice evidencing such costs, for the cost of such repairemergency repair (which must be normal and customary for the emergency circumstance), which was necessary and was performed by Tenant and was otherwise the responsibility of Landlord under the terms of this Lease. Notwithstanding anything in this Lease Any repairs or replacements which Landlord is required to the contrary, in the event that make shall be made within a reasonable period of time after receiving notice or having actual knowledge of the need for repairs such repair or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasereplacement.

Maintenance and Repairs. (1) A. Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationotherwise provided herein, during the term of this Lease, Tenant shall, at Tenant's sole cost and expense, maintain keep the Demised Premises in good working order, condition and repair and in compliance with all applicable laws and shall perform all routine maintenance thereof and all necessary repairs thereto, interior and exterior, structural and nonstructural ordinary and extraordinary, foreseen or unforeseen, of every nature, kind and description. When used in this Paragraph 7, "repairs" shall include all necessary replacements, renewals, alterations, additions and betterments. If Tenant cannot keep the Demised Premises or any portion thereof in good working order, condition and repair, ordinary wear then Tenant shall replace the same in a first-class manner. Tenant shall comply with manufacturers' recommended schedules for warranty work. Tenant shall furnish its own cleaning services. All repairs and tear replacements made by Tenant shall be at least equal in quality to the original work and shall be made by Tenant in accordance with all applicable laws. The necessity for or adequacy of maintenance, repairs and replacements shall be measured by the standards which are appropriate for improvements of similar construction and class, provided that Tenant shall in any event make all repairs and replacements necessary to avoid any structural damage by fire and casualty excepted, including: or other damage or injury to the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Demised Premises. (2) In B. Notwithstanding the provisions of Paragraph 7A, and Tenant's obligations to pay for all repairs, in the event that at any time during the term of this Lease after the expiration of the twentieth (20th) Lease Year (commencing with the Third Extension Term), Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as reasonably determines that capital expenditures are required to so maintain be expended by Tenant in connection with maintaining, repairing or replacing the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience roof or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repairor replacing the parking areas, replacement Building plumbing, electrical heating, ventilation, or alteration cooling equipment, sprinkler systems, or making any other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of expenditure required by subsequent law (any such capital improvement expenditure being herein referred to as a "Specified Capital Item"), then the Tenant shall submit to Landlord a proposed budget for such capital expenses for the Specified Capital Items and obtain Landlord's prior written approval thereof, which approval shall not be amortized over unreasonably withheld or delayed. Upon Tenant's obtaining Landlord's prior written approval of such Specified Capital Items and Tenant completing such work in accordance with the requirements set forth in this Lease, then and in that event, the Landlord agrees that it shall reimburse Tenant for an amount ("Reimbursement Amount") equal to the actual costs incurred in connection with the Specified Capital Item previously approved by Landlord multiplied by a fraction, the numerator of which is the portion of the useful life of such item Specified Capital Items remaining after the then existing term and the denominator of which is the useful life of such Specified Capital Item (i.e., by way of example, in the event that the approved cost for an approved Specified Capital Item was Out Thousand Dollars ($1,000) and the useful life of such Specified Capital Item was eight (8) years and such work was commenced at the end of the twentieth (20th) Lease Year, then in such event, Landlord would reimburse Tenant agrees to pay its percentage share for Five Hundred Dollars (which $500) as the Reimbursement Amount). The "useful life" of a Specified Capital Item shall be determined by dividing using the square footage of United States Internal Revenue Service standard depreciation schedule in effect on the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent date that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair capital expenditure is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repairmade. Notwithstanding anything in this Lease contained herein to the contrary, in the event that the need for repairs or Tenant exercises its option to extend the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion term of the Premises unusable for more than three consecutive business daysLease, then simultaneous with the exercise of such renewal option, the Tenant shall be entitled pay to Landlord an abatement amount equal to the difference between the Reimbursement Amount and the amount Landlord would have paid as a Reimbursement Amount had the term been extended by the Extension Term at the time such Specified Capital Item was commenced (i.e., by way of rent commencing example, in the event that the Specified Capital Item was One Thousand Dollars ($1,000) and that the useful life of the Specified Capital Item was eight (8) years, with such work having been commenced at the end of the twentieth (20th) Lease Year, whereby Landlord reimbursed Tenant a Reimbursement Amount of Five Hundred Dollars ($500), then simultaneous with the fourth business day that exercise of its option to extend the same are unusable; providedTerm for the Fourth Extension Term, however, that the Tenant would pay to Landlord an amount equal to Five Hundred Dollars ($500)). The allocation of the costs of Specified Capital Items as set forth in this Paragraph 7.B. shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of relieve Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the maintenance and repair in question is one which Tenant is obligated to furnish obligations under the provisions of this Lease.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above Landlord shall Maintain the: (i) Building footings, foundations, structural steel columns and Paragraph 8A(3girders at Landlord’s sole expense; (ii) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost Building roof and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floorsexterior walls; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant(iii) Building Systems; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs (iv) Common Areas in accordance with comparable flex space buildings located within the Malvern, PA market. Costs incurred by Landlord under the foregoing subsections (ii), (iii) and (iv) will be included in Operating Expenses, provided that to the extent any heating, ventilation and air conditioning system, or other Building System, equipment or fixture exclusively serves the Premises, Landlord may elect either to Maintain the same at Tenant’s sole expense and xxxx Tenant directly or by notice to Tenant require Tenant to Maintain the same at Tenant’s expense. If Tenant becomes aware of any condition that is Landlord’s responsibility to repair, Tenant shall promptly notify Landlord of the condition. (2b) In the event that Except as provided in subsection (a) above, Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord at its sole expense shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of Maintain the Premises and the roof of the Building, all fixtures and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth equipment in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant Tenant’s obligation to Maintain shall not be entitled extend to a pro rata abatement of rent under the foregoing due to unusability (i) damage caused directly by Landlord or indirectly defects in the design and construction of the Building, (ii) repairs whose costs are included in Operating Costs, and (iii) damage to the interior resulting from causes outside the Premises not required to be insured by Tenant. All repairs and replacements by Tenant shall utilize materials and equipment which are comparable to those originally used in constructing the Building and Premises. Alterations, repairs and replacements to the Property, including the Premises, made necessary because of Tenant’s Alterations or installations, any use or circumstances special or particular to Tenant, or any act or omission of Tenant or its Agents shall be made by Landlord or Tenant as set forth above, but at the sole expense of Tenant to the extent not covered by any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated applicable insurance proceeds paid to furnish under the provisions of this LeaseLandlord.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above Tenant shall commit no act of waste and Paragraph 8A(3) below as being shall take good care of the Leased Premises and fixtures and appurtenances therein and shall, in the use and occupancy of the Leased Premises, conform to all laws, orders and regulation of the federal, state and municipal governments or an of their departments. Landlord shall make all repairs and maintenance necessary to maintain the Leased Premises. Tenant shall not make any improvements to the Leased Premises without Landlord's obligation’s prior written consent. All improvements made by Tenant to the Leased Premises which are so attached to the Leased Premises, shall become the property of the Landlord upon installation. Not later through the last day of the term of the Lease, Tenant shall, at Tenant's sole cost and ’s expense, maintain remove all of the Tenant’s personal property and those improvements made by Tenant which have not become the property of the Landlord, including fixtures, cabinet work, movable paneling, partitions and the like, repair all injury done by or in connection with installation or removal of said property and improvements and surrender the Leased Premises in as good ordercondition as they were in the beginning of the term, condition and repair, ordinary reasonable wear and tear and damage by fire and fire, the elements, casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement cause not due to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration misuse or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made neglect by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of or Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, ’s agents, contractorsservants, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusabilityexcepted. Landlord shall have the right to enter upon the Leased Premises at any agreed time for the purpose of inspecting the same, or (iii) where making repairs to the repair Leased Premises, or of making repairs, alteration or additions to adjacent premises or of showing the Leased Premises to lenders, prospective lenders or insures or prospective tenants or buyers, provided that Landlord gives reasonable notice to Tenant and that such entry shall not cause any damage to Tenant or unreasonably disrupt or interfere with Xxxxxx’s business, and further provided that such notice shall not be necessary in question is one which Tenant is obligated to furnish under the provisions cases of this Leaseemergency.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above It is understood and Paragraph 8A(3) below as being Landlord's obligation, Tenant agreed that the Landlord shall, at Tenant's its sole cost and expense, maintain keep and maintain, during the Premises term of the Lease Agreement or any extension or renewal thereof, the foundations, and structural support portion of the improvements in good order, proper condition and in a good state of repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, . Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligatedresponsible for any maintenance or repair caused by the fault or neglect of the Tenant, or due to do such acts hazards and expend such funds at the expense of Tenant as are reasonably risks covered or required to perform such workb e covered by insurance hereunder except as insurance proceeds are available therefor. All other maintenance and repair of said structure, including but not limited to, painting of walls, and maintenance, repair and replacement of equipment, shall be the responsibility of the Tenant. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenantassign warranties and extended warranties obtained from Landlord's use contractors of those portions of the Demised Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under maintain. It is understood and agreed that should either party to this Agreement fail or refuse to start and to proceed thereafter with due diligence to make any repairs or maintenance as may be reasonably necessary for the provisions purpose of this Leasefulfilling the terms and conditions of the agreements herein set forth within a reasonable length of time (not to exceed seven (7) days) after being notified in writing of the need thereof, that the other party hereto may make such repairs at the cost and expense of the party so failing or refusing. In the event of any emergency situation, Tenant may, in its discretion, make emergency repairs without giving written notification to Landlord, and Landlord shall reimburse Tenant in the event that such repairs were the responsibility of the Landlord hereunder and were not due to the fault of Tenant or Tenant's agents. The rights of Tenant hereunder specifically do not ixxxxxx the right to offset or deduct any amounts claimed hereunder from rentals due. Landlord reserves the right to enter upon the Demised Premises (in a manner that will not unnecessarily interfere with the business of Tenant) during business hours at any time to inspect the same and to make necessary repairs to fulfill Landlord's obligation hereunder.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above It is understood and Paragraph 8A(3) below as being Landlord's obligation, Tenant agreed that Landlord shall, at Tenant's its sole cost and expense, maintain keep and maintain, during the Premises term of the Lease or any extension or renewal thereof, the foundations, and structural support portion of the improvements, including the structural portions of the roof, in good order, proper condition and in a good state of repair, ordinary wear and tear and damage by fire and casualty excepted, including: . During the interior surfaces term of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Tenant shall maintain the HVAC, plumbing, and electrical system(s) which serve the Demised Premises. Landlord shall give Tenant prior written notice not be responsible for any maintenance or repair caused by the fault or neglect of Tenant, or due to do such acts as are hazards and risks covered or required to be covered by insurance hereunder except as insurance proceeds are available therefore. All other maintenance and repair of said structure, including, but not limited to, painting of walls, and maintenance, repair and replacement of equipment, shall be the responsibility of Tenant. Any repairs or maintenance required to the roof membrane, or any repainting of the exterior walls, shall be accomplished by Landlord and reimbursed by Tenant as a common area maintenance expense as further defined herein. It is understood and agreed that should either party to this Agreement fail or refuse to start and to proceed thereafter with due diligence to make any repairs or maintenance as may be reasonably necessary for the purpose of fulfilling the terms and conditions of the agreements herein set forth within a reasonable length of time (not to exceed seven (7) days) after being notified in writing of the need thereof, that the other party hereto may make such repairs at the cost and expense of the party so maintain the Premisesfailing or refusing. In the event that of an emergency situation, Tenant fails may, in its discretion, make emergency repairs without giving written notification to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of reimburse Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that such repairs were the need for repairs or the making responsibility of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall hereunder and were not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission the fault of Tenant or Tenant’s agents. The rights of Tenant hereunder specifically do not include the right to offset or deduct any amounts claimed hereunder from rentals due. Landlord reserves the right to enter upon the Demised Premises (in a manner that will not unnecessarily interfere with the business of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where during business hours at any time to inspect the repair in question is one which Tenant is obligated same and to furnish under the provisions of this Leasemake necessary repairs to fulfill Landlord’s obligation hereunder.

Maintenance and Repairs. As part of the Common Area Maintenance charges (1herein referred to as"CAM") Except for matters specified which Lessee is paying its Proportionate Share, Lessor agrees to keep in good condition and repair the roof, roof drains and gutters, foundations and the Premises, underground utility and sewer pipes outside the exterior walls of the Office Complex including, exterior maintenance and landscaping, signage, exterior lighting, parking area and rear picnic area, interior common areas including the Office Complex entrance and hallways, except repairs rendered necessary by the negligence of Lessee, its agents, employees, assignees or invitees. Lessor otherwise gives to Lessee exclusive control of its Premises and shall be under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant no obligation to inspect said Premises. Lessee shall promptly report in writing to Lessor any defective condition known to Lessee which Lessor is required to repair or maintain.Lessee shall, ,at Tenant's its sole cost and expense, maintain : (a)keep the Premises clean and.neat. CAM shall not include the following:(1)costs incurred in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: connection with the interior surfaces original construction of the ceilingsOffice Complex or in connection with any major alterations to the Office Complex or costs of capital improvements and any other expenditures that, walls and floorsunder generally accepted.accounting principles, should be capitalized; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In legal fees, space planners'fees, real estate brokers' leasing commissions, and advertising expenses incurred in connection with the event original development or original leasing of the Office Complex or the future leasing of the Office Complex, (3) costs for which Lessor is reimbursed by any tenant or occupant of the Office Complex or by insurance by its carrier or any tenant's carrier or by anyone else or amounts chargeable to specific tenants of the Office Complex and amounts resulting from structural replacements to the exterior of any individual store buildings of Office Complex which are normally chargeable to capital account under sound accounting principles;(4)any bad debt loss,rent loss, or reserves for bad debts or rent loss, or political or charitable contributions; (5)expenses of extraordinary services provided to other tenants in the Office Complex that Tenant fails are made available to maintain a tenant at cost or for which a tenant is separately charged;(6)costs associated with the Premises operation of the business of the entity or corporation that constitutes Lessor, if any, as distinguished from the costs of operation of the Office Complex including accounting and legal matters;costs of defending any lawsuits with any mortgagee; costs of selling, syndicating,financing,mortgaging or hypothecating any of Lessor's interest in good orderthe Office Complex; and costs (including attorney fees and costs of settlement judgments and payments in lieu thereof) arising from claims, condition violations of law, disputes, or potential disputes in connection with potential or actual claims, litigation, or arbitration respecting Lessor or the Office Complex or the land upon which the Office Complex is constructed; (7) the wages and repair benefits of any onsite employees above the level of general manager; (8) the wages and benefits of any employee who does not devote substantially all of his or her time to the Office Complex unless such wages and benefits are allocated to reflect the actual time spent on operating and managing the Office Complex as required opposed to time spent on matters unrelated to operating and managing the Office Complex; (9) amounts paid as ground rental or other rentals pursuant to a sale and lease back of the Office Complex by Lessor;(10)costs, including permit,license,and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the Office Complex or incurred in renovating or otherwise improving,decorating,painting,or redecorating vacant space for tenants or other occupants of the Office Complex; (11) any compensation paid to clerks, attendants, 0 17 other persons in commercial concessions operated by Lessor or in any parking area or garage; (12) management fees; (13) costs incurred by Lessor due to the violation by Lessor or any tenant of the terms and conditions of any lease of space in the Office Complex; (14) any costs, interest, fees, points,principal or other payments associated with mortgages or security deeds on Office Complex; (15) fines, interest, charges, penalties, damages and other costs incurred by Lessor by reason of any default (or claim of default) or late payment by it under any lease or other contract or instrument (regardless of whether or not the payment itself is allowed to be included in CAM), including, without limitation, any legal and other professional fees paid or incurred in connection therewith, any costs, fines or penalties incurred due to violations by Lessor of any governmental law, ordinance, rule or authority or costs incurred by Lessor to comply with environmental laws; (16) any costs or expenses incurred to make any of Lessor's representations or warranties under this LeaseLease true or correct; (17) costs incurred by Lessor to comply with the Americans with Disability Act (42 U.S.C. 12101 et seq., Landlord the "ADA"); and/or(18) administrative charges in excess of ten percent (10%) of CAM, exclusive of Taxes and Assessments, Insurance and Utility Charges. In order to eliminate any ambiguity or the possibility of any duplicative billing,Lessor agrees that no Insurance or Taxes and Assessments for which Lessee is paying its Proportionate Share shall give Tenant prior written notice to do such acts as are required to so maintain the Premisesbe included within CAM for which Lessee will also pay its Proportionate Share. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use other tenant of the Premises as Office Complex finds an error in the calculation of CAM or a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if duplicate charge for which a repair, replacement or alteration or other change reimbursement would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent due under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions terms of this Lease,Lessor shall adjust the calculation of CAM as it pertains to Tenant and reimburse Tenant accordingly.

Maintenance and Repairs. As part of the Common Area Maintenance charges (1herein referred to as "CAM") Except for matters specified which Lessee is paying its Proportionate Share, Lessor agrees to keep in good condition and repair the roof, roof drains and gutters, foundations, underground utility and sewer pipes outside the exterior walls of the Office Complex including, exterior maintenance and landscaping, signage, exterior lighting, parking area and rear picnic area, interior common areas including the Office Complex entrance and hallways,except repairs rendered necessary by the negligence of Lessee, its agents, employees, assignees or invitees.Lessor otherwise gives to Lessee exclusive control of its Premises and shall be under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant no obligation to inspect said Premises or to repair any portion of the Premises except those repairs expressly itemized in this paragraph. Lessee shall promptly report in writing to Lessor any defective condition known to Lessee which Lessor is required to repair or maintain. Lessee shall, at Tenant's its sole cost and expense, maintain : (a) keep the Premises clean and neat;and(b)keep the Premises,including but not limited to the HVAC system, the electrical and plumbing systems inside the Premises, and all other matters not specifically undertaken as the responsibility of Lessor in this paragraph,in good order, condition working order and repair, ordinary wear and tear and damage by fire and casualty excepted, including. CAM shall not include the following: (1) costs incurred in connection with the interior surfaces original construction of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by Office Complex or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for connection with any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement major alterations to the Premises Office Complex or costs of capital improvements and any other expenditures that, under generally accepted accounting principles, then it shall should be Landlordcapitalized; (2) legal fees, space planners' fees, real estate brokers' leasing commissions, and advertising expenses incurred in connection with the original development or original leasing of the Office Complex or the future leasing of the Office Complex, (3)costs for which Lessor is reimbursed by any tenant or occupant of the Office Complex or by insurance by its carrier or any tenant's responsibility carrier or by anyone else or amounts chargeable to promptly make specific tenants of the Office Complex and pay amounts resulting from structural replacements to the exterior of any individual store buildings of Office Complex which are normally chargeable to capital account under sound accounting principles; (4) any bad debt loss, rent loss, or reserves for bad debts or rent loss, or political or charitable contributions; (5) expenses of extraordinary services provided to other tenants in the Office Complex that are made available to a tenant at cost or for which a tenant is separately charged; (6) costs associated with the operation of the business of the entity or corporation that constitutes Lessor, if any, as distinguished from the costs of operation of the Office Complex including accounting and legal matters; costs of defending any lawsuits with any mortgagee; costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor's interest in the Office Complex; and costs (including attorney fees and costs of settlement judgments and payments in lieu thereof) arising from claims, violations of law, disputes, or potential disputes in connection with potential or actual claims, litigation, or arbitration respecting Lessor or the Office Complex or the land upon which the Office Complex is constructed; (7) the wages and benefits of any onsite employees above the level of general manager; (8) the wages and benefits of any employee who does not devote substantially all of his or her time to the Office Complex unless such repair, replacement, alteration wages and benefits are allocated to reflect the actual time spent on operating and managing the Office Complex as opposed to time spent on matters unrelated to operating and managing the Office Complex;(9)amounts paid as ground rental or other change. The cost rentals pursuant to a sale and lease back of the Office Complex by Lessor;(10) costs, including permit, license, and inspection costs,incurred with respect to the installation of tenant improvements made for new tenants in the Office Complex or incurred in renovating or otherwise improving,decorating,painting,or redecorating vacant space for tenants or other occupants of the Office Complex; (11) any compensation paid to clerks, attendants, or other persons in commercial concessions operated by Lessor or in any parking area or garage; (12) management fees; (13) costs incurred by Lessor due to the violation by Lessor or any tenant of the terms and conditions of any such capital improvement shall lease of space in the Office Complex; (14) any costs, interest, fees, points, principal or other payments associated with mortgages or security deeds on Office Complex; (15) fines, interest, charges, penalties, damages and other costs incurred by Lessor by reason of any default(or claim of default)or late payment by it under any lease or other contract or instrument(regardless of whether or not the payment itself is allowed to be amortized over the useful life included in CAM),including, without limitation, any legal and other professional fees paid or incurred in connection therewith, any costs, fines or penalties incurred due to violations by Lessor of such item and Tenant agrees to pay its percentage share (which shall be determined any governmental law,ordinance, rule or authority or costs incurred by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required Lessor to comply with all applicable environmental laws, ordinances, regulations and rules ; (16) any costs or expenses incurred to make any of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of TenantLessor's use of the Premises. Tenant shall do all acts required representations or warranties under this Lease true or correct; (17) costs incurred by Lessor to comply with all applicable lawsthe Americans with Disability Act (42 U.S.C. 12101 et seq., ordinancesthe "ADA"); and/or (18)administrative charges in excess of ten percent (10%) of CAM, regulations exclusive of Taxes and rules Assessments, Insurance and Utility Charges. In order to eliminate any ambiguity or the possibility of any public authority relating solely to Tenant's use duplicative billing, Lessor agrees that no Insurance or Taxes and Assessments for which Lessee is paying its Proportionate Share shall be included within CAM for which Lessee will also pay its Proportionate Share. In the event any other tenant of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, Office Complex finds an error in the event that the need calculation of CAM or a duplicate charge for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall reimbursement would be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent due under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions terms of this Lease, Lessor shall adjust the calculation of CAM as it pertains to Tenant and reimburse Tenant accordingly.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, LESSEE shall at Tenant's sole cost and expense, maintain the Premises all times keep in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of said premises, including without limitation, the ceilingswindows, walls and doors, show cases, ceiling, floors; all doors , plumbing and interior windows; furnishings installed within walls, with the Premises; exception of painting the interior walls which shall be maintained by XXXXXX. LESSEE shall be responsible for keeping the leased premises clean and proximity located surrounding public areas free of debris, trash, or soiled cleaning supplies (e.g., rags and buckets) originating from LESSEE operations or customers. LESSEE shall ensure all equipment installed by or at the expense of Tenant; and all plumbingequipment, heatingwalls, ventilatingfloors, electrical and lighting facilities and fixtures; all landscapingcounters, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordtables, and diligently prosecute it other surfaces are cleaned and sanitized frequently, and that employee areas are cleaned daily. LESSEE is responsible for providing the janitorial supplies needed to completioncomplete such tasks. LESSEE shall keep the leased area free of hazardous conditions, then Landlord shall have keep the rightarea around the leased area free of hazardous conditions that originate for the LESSEE’S operations and shall notify the Airport Director promptly of other hazardous conditions in the Public Area outside the leased area. LESSEE shall monitor areas within and contiguous the leased space to ensure they are kept clean and orderly, but and that trash is not allowed to accumulate. LESSEE shall not be obligatedensure that all its employees conform to the employee standards set forth above and to personal hygiene and health requirements established by LESSEE’S policy(ies) and by federal, to do such acts state, or local laws, rules, regulations and/or ordinances. LESSEE shall provide a complete and expend such funds at proper arrangement for the expense adequate sanitary handling of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises all trash and other refuse caused as a result of performing any such work. (3) Landlord will maintainthe LESSEE’S operations. LESSEE shall provide for timely removal of refuse to a central collection point designated by the Airport Director. LESSEE shall take appropriate action to prevent the presence of rodents and other vermin. LESSEE shall keep all garbage and putrescible materials in durable, repair fly-and replace all structural components of the Premises and the roof of the Buildingrodent-proof, fireproof containers that are easily cleaned. The containers shall have tight- fitting lids, doors, or covers, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost kept covered when material is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.being deposited in

Maintenance and Repairs. (1) 7.1 By taking possession of the Premises Tenant agrees that the Premises are then in a good and tenantable condition and suitable for Tenant's purposes, subject to any "punch list" items referenced in Exhibit B hereto and any latent defects of a significant nature. Except for matters as specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationresponsibility under the Lease, during the Term, Tenant shall, at Tenant's sole cost expense but under the direction of Landlord, shall repair and expensemaintain the Premises, maintain including the non-structural portions of the interior walls, floor coverings, ceiling (ceiling tiles and grid), Tenant Improvements, Alterations, fire extinguishers, outlets and fixtures, and any appliances (including dishwashers, hot water heaters and garbage disposers) in the Premises, in a first class condition (ordinary wear and tear excepted), and keep the Premises in a clean, safe and orderly condition. 7.2 Landlord shall maintain or cause to be maintained in reasonably good order, condition and repair, ordinary wear the structural and tear and damage by fire and casualty excepted, including: the interior surfaces non-structural portions of the ceilingsroof, walls roof membrane, foundations, floors, subfloors, exterior walls, interior columns and floors; all doors exterior glazing of the Building, the Building Systems, and interior windows; furnishings installed within the Premises; all equipment installed by or at public and common areas of the expense of Tenant; and all plumbingProperty, heatingsuch as elevators, ventilatingstairs, electrical and lighting facilities and fixtures; all landscapingcorridors, restrooms, parking lots, fences drives and signs located within the Premises. (2) In the event that Tenant fails walkways, and shall provide janitorial services to maintain the Premises and common trash removal and/or recycling for all tenants in good orderthe Building; provided, condition and repair as required under this Leasehowever, Landlord that except to the extent such damage is covered by Section 11.3, Tenant shall give Tenant prior written notice to do such acts as are required to so maintain pay the Premises. In the event that Tenant fails to commence such work within 30 days after written demand cost of repairs for damage occasioned by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (Property or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or Tenant's Representatives or Visitors. Landlord shall be under no obligation to inspect the Premises. Tenant shall promptly report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair. As a material part of the consideration for this Lease, Tenant hereby waives any benefits of any applicable existing or future Law that allows a Tenant to make repairs at the Landlord's expense, Landlord and Tenant agreeing that all of Tenant's servantsrights, employeesif any, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where with respect to making repairs to the repair Premises are set forth exclusively in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallTenant, at Tenant's sole cost and its expense, maintain (i) shall keep the Leased Premises and all fixtures contained therein in good ordera safe, condition clean and neat condition, and (ii) shall bear the cost of routine maintenance and repair, ordinary wear with contractors approved by Landlord, which approval shall not be unreasonably withheld, of all facilities which are not expressly required to be maintained or repaired by Landlord and tear and damage by fire and casualty exceptedwhich are located in the Leased Premises, including: the interior surfaces of the ceilings, walls without limitation, lavatory, shower, toilet, wash basin and floors; kitchen facilities, and supplemental heating and air conditioning systems (including all doors and interior windows; furnishings installed within the Premises; all equipment plumbing connected to said facilities or systems installed by or on behalf of Tenant or existing in the Leased Premises at the expense time of Landlord’s delivery of the Leased Premises to Tenant; ). Tenant shall make all routine repairs to the Leased Premises not required to be made by Landlord in a manner reasonably comparable to the quality and finish of the Building. Tenant shall do all plumbingdecorating, heatingremodeling, ventilatingalteration and painting required by Tenant during the Lease Term. Tenant shall pay for the cost of any repairs to the Leased Premises or the Building made necessary by any negligence or willful misconduct of Tenant or any of its assignees, electrical subtenants, employees or their respective agents, representatives, contractors, or other persons permitted in or invited to the Leased Premises or the Building by Tenant. If Tenant fails to make such repairs within fifteen (15) days after written notice from Landlord, Landlord may at its option make such repairs, and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within Tenant shall upon demand pay Landlord for the Premisescost thereof. (2b) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written make all necessary repairs, within a reasonable period following receipt of notice to do such acts as are required to so maintain of the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligatedneed therefor from Tenant, to do such acts the exterior walls, exterior doors, exterior locks on exterior doors and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof windows of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility common areas and to promptly make public corridors and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage public areas of the Building by the square footage not constituting a portion of any tenant’s premises and shall use reasonable efforts to keep all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made Building standard equipment used by Tenant as set forth in Paragraph 4 abovecommon with other tenants in good condition and repair and to replace same at the end of such equipment’s normal and useful life, reasonable wear and tear and casualty loss excepted. Tenant shall promptly notify Landlord of any item that is in need of repair and that is Landlord’s responsibility to repair. All requests for repairs to Landlord shall be in writing. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules make a repair for which Landlord is responsible within a reasonable period of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use time after Tenant provides Landlord written notice of the Premisesneeded repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay immediately reimburse Landlord for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs repair or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusablemaintain; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii2) where the repair in question is one which Tenant is obligated to furnish exercise Landlord’s remedies under the provisions of this LeaseSection 22.

Maintenance and Repairs. DURING THE TERM OF THIS AGREEMENT IT IS THE TENANTS RESPONSIBILITY TO IMMEDIATELY NOTIFY THE REPAIR PERSON AUTHORIZED BY LANDLORD VIA XXXXXXXXXXXXXXXX.XXX TO REPORT ANY DEFECTS OR DANGEROUS CONDITIONS IN OR ABOUT THE PREMISES OF WHICH THEY BECOME AWARE. There will be a charge for every unsuccessful service call attempt due to inaccessibility caused by changed locks, locked bedroom doors, appointments set and canceled the day the work is performed, vicious or dangerous animals, unsanitary or unsafe conditions created by occupants. Tenants shall be responsible for the control of rodents and ants(see sec 8g). Tenants shall be responsible for any and all damage done to the apartment that is caused by Tenant negligence or improper use, including, but not limited to the following: (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3costs of repairs due to waste pipe or drain clearances, (2) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary any damage other than normal wear and tear to the garbage disposal, or for any foreign objects found in the disposal, or for damage done by foreign objects to the disposal and pay a minimum service charges of $70.00; (3) any broken windows or damaged screens regardless of how the damage by fire and casualty exceptedmay have occurred. TENANTS MUST REIMBURSE LANDLORD, including: ON DEMAND BY LANDLORD, FOR THE COST OF ANY Repairs TO THE PREMISES DAMAGED BY THE TENANTS OR THEIR GUESTS OR INVITEES THROUGH MISUSE OR NEGLECT. The reasons for calling repair persons directly are as follows: (1) Tenant will know the interior surfaces of the ceilings, walls and floorscomplaint has been reported; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In Tenant can personally explain the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. problem; (3) Landlord will maintain, repair and replace all structural components Tenant can make an appointment convenient for them; (4) Tenant can have an expectation of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement problem being taken care of. Tenants agree to the Premises under generally accepted accounting principles, then it shall be Landlord's accept responsibility for any inconvenience charges by vendors related to promptly make and pay for such repair, replacement, alteration or other changemissing previously arranged appointments. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost Owner is not covered by insurance proceeds, Tenant will pay responsible for independent contractors not showing up for appt Tenants must notify Chico College Apts. if an independent contractor does not show for appointment so the cost of such repairowner can make other arrangements for work to get done in a timely manner. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or bothInitial) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. Tenant agrees to maintain the Premises and perform minor repairs such as leaking faucets and changing of air conditioner filters. Tenant shall be responsible for failure to make such repairs and shall be liable for damage resulting from such failure. Landlord shall be responsible for major repairs. The rights and obligations of the parties hereto regarding these repairs are described herein: (1a) Except Tenant shall notify Landlord promptly by telephone, in person or in writing upon discovery of any major item requiring repair, (b) Landlord shall be required to complete such repair or cause such repair to be completed within three (3) business days after receiving such notification thereof from Tenant unless such repair cannot be reasonably completed within such three (3) business day period for matters specified under Paragraph 4 above reasons beyond the control of Landlord, in which event such repair shall be completed as soon as practically possible, but in any event within seven (7) business days after such notification, and Paragraph 8A(3(c) below as being Tenant shall pay the first $ 500.00 for the repair of any one item requiring repair, or shall be entitled (but not obligated) to effect any repair at Tenant's sole cost and expense in which case the Landlord must be notified and may require inspection of such repairs and copies of receipts for labor and/or materials for said repairs. (d) In the case of emergency repairs, Landlord shall be obligated to complete or cause same to be completed within forty-eight (48) hours after notification of the need for such repair by Tenant. In the event Landlord fails to complete any emergency repairs within said forty-eight (48) hours period for any reason whatsoever, Tenant shall be entitled to effect such repairs and Landlord shall pay all expenses (subject to limits described in subsection (iii) hereinabove) thereby incurred by Tenant upon written notification to Landlord by Tenant that such repairs have been effected and following inspection of such repairs by Landlord. (e) Tenant shall pay Landlord for any property damage and/or cost of repairs to the Premises caused by the negligence or misuse thereof by Tenant, or Tenant's guests and/or other occupants. At the Landlord's obligationdiscretion, such repairs may be affected by Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2f) In Any outstanding debt for such repairs may be deducted from the event that Tenant fails security deposit or charges to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such worktenant. (3g) Landlord will maintainTenant shall maintain the yard by watering, repair weeding, mowing the grass and replace trimming the shrubs so as to maintain a good appearance. Extermination services for all structural components pests and insects as reasonably needed shall be arranged and paid for by Tenant. Both parties acknowledge that the rent would be higher if the foregoing responsibilities were allocated differently. This assumption of the Premises and the roof of the Buildingresponsibility by Tenant is entered into knowingly, voluntarily, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make for consideration and pay for such repair, replacement, alteration or other change. The cost is an express waiver of any such capital improvement shall be amortized over the useful life statutory or common law obligation of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amountLandlord. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease12.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above such maintenance, repairs, and Paragraph 8A(3) below replacements as being Landlord's obligationare necessitated by the negligence of Lessor, Tenant shallLessee shall perform any and all alterations, at Tenant's sole cost maintenance, repairs, and expensereplacements which may be necessary, or required by any law, order or other regulation of any governmental authority, to maintain the Leased Premises and Lessors fixtures and equipment located thereon in good ordergood, condition safe and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premisestenantable condition. (2b) In Lessee shall be responsible for repairs to the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Leased Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord Lessor shall have the rightright to enter upon the Leased Premises from time to time during regular business hours in order to inspect the same and to perform any maintenance, but shall not be obligatedrepairs, to do such acts and expend such funds at the expense of Tenant as are reasonably replacements which it is required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease, but this right shall be exercised in such manner as to not interfere with Lessee's use and enjoyment of the Leased Premises, and shall be subject to any and all laws, orders, or regulations of the United States Government, the State of Maryland or any department or agency thereof, which may at any time apply to Lessee's use of the Leased Premises. (d) Lessor shall maintain and keep in good repair and condition the exterior and structural elements of the Leased Premises, including the roof and structure and the electrical, air conditioning, heating and plumbing systems on the Leased Premises, except for such maintenance, repairs, and replacements as are necessitated by the negligence of Lessee, its servants, agents, or employees. Lessor shall perform any and all alterations, maintenance, repairs and replacements, which may be necessary to maintain the Leased Premises and Lessee's fixtures and equipment in good, safe and tenantable condition. Lessor shall be responsible for snow removal of the Leased Premises and maintaining adequate outside lighting.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, shall maintain the Premises in good ordera neat, condition clean, and repair, ordinary wear orderly manner; use and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in accordance with applicable police, sanitary, and all other regulations imposed by governmental authorities; observe all reasonable regulations and requirements of underwriters concerning use and condition of the Premises tending to reduce fire hazard and insurance rates; and immediately inform Landlord when there is a need for Landlord to perform repairs or maintenance. Tenant is responsible for minor repairs under $50 and for maintaining drains in good working order, condition and repair as required under this Lease, Landlord . Any cost incurred to clean drains because of Tenant’s actions will be Tenant’s sole responsibility. Tenant shall give Tenant prior written notice to do such acts as are required to so maintain not cause or permit any waste or misuse of any utility fixtures or of any portion of the Premises. In the event that Tenant fails to commence such work within 30 days after written demand shall reimburse Landlord for all damages caused by Landlordwaste or misuse; for all permit, inspection, and diligently prosecute it certification costs Landlord incurs because of Tenant’s noncompliance with this Lease or applicable laws; and for all damages resulting from Xxxxxx’s failure to completiontimely report the need for repair or maintenance. Landlord may invoice Tenant for the cost of any repairs/replacements (other than normal wear and tear) during the Term of this Lease. The amount of such invoices is deemed unpaid rent and shall be due by Tenant the month following the month in which the invoice is sent. Tenant shall pay and be liable to Landlord and/or Landlord’s insurer (in contract and/or tort) for the repair of all damage to, then Landlord shall have and/or replacement of, the rightPremises and structure of which they are a part, including fire and flood damage and all lost rents therefrom, in any way caused or made necessary by Tenant, their guests, invitees, licensees, or agents. Nothing in this clause waives or lessens Landlord’s obligation to maintain and repair the Premises under Michigan law, but Landlord is not so liable when Landlord has not been informed of the need to repair. Landlord’s reasonable exercise of any right or obligation hereunder never shall not be obligated, to do such acts and expend such funds at the expense deemed an eviction of Tenant as are reasonably required to perform such work. or interference with their use and possession of the Premises, and Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use because of the Premises as a result of performing any such workLandlord’s actions in reasonably fulfilling its obligations hereunder. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified customary cleaning and trash removal provided by Landlord under Paragraph 4 above Article 6, and Paragraph 8A(3casualty damage to be repaired by Landlord under Article 11, Tenant shall keep and maintain (or cause to be kept and maintained) below as being the Premises and Landlord's obligationPersonal Property under Article 14, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good orderand sanitary condition, condition working order and repair, ordinary wear in compliance with all applicable Laws as described in Article 7, and tear as required under other provisions of this Lease, including the Rules (including any carpet and damage by fire other flooring material, paint and casualty exceptedwall-coverings, including: the doors, windows, ceilings, interior surfaces of walls, lighting [not including lamps, bulbs, ballasts and starters], plumbing and other fixtures, alterations, improvements, systems and equipment in or exclusively serving the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment Premises whether installed by Landlord or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises). In the event that any repairs, maintenance or replacements are required, Tenant fails shall promptly notify Landlord and arrange for the same either: (i) through Landlord for such reasonable charges as Landlord may establish from time to commence such work time, payable within 30 ten (10) days after written demand billed, or (ii) at Landlord's option, by Landlord, and diligently prosecute it to completion, then engaging such contractors as Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required first designate or approve in writing to perform such work, all in a first class, workmanlike manner approved by Landlord in advance in writing and otherwise in compliance with Article 9 respecting "Work". Tenant shall promptly notify Landlord shall have no liability to Tenant concerning the necessity for any reasonable damagerepairs or other work hereunder and upon completion thereof. Tenant shall pay Landlord for any repairs, inconvenience or interference with Tenant's use maintenance and replacements to areas of the Premises Building outside the Premises, caused, in whole or in part, as a result of performing moving any such work. (3) Landlord will maintainfurniture, repair and replace all structural components of the Premises and the roof of the Buildingfixtures, and if a repair, replacement or alteration or other change would be considered a capital improvement property to or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to from the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered or otherwise by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, its employees, agents, contractors, or visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusabilitynotwithstanding anything to the contrary contained in this Lease). Except as provided in the preceding sentence, or for damage covered under Article 11, Landlord shall keep the common areas of the Building in good and sanitary condition, working order and repair (iii) where the repair cost of which shall be included in question is one which Tenant is obligated to furnish under the provisions of this LeaseExpenses).

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, Operator shall maintain the Premises Complex, including the roof, foundation, all outside utilities, the plumbing, electrical and heating/air conditioning systems, including replacement of any components not covered by any existing warranty, and the structural soundness of the Complex in good order, condition and repair, ordinary reasonable wear and tear and damage excepted. Such maintenance includes the duty to repair and/or replace components of any building that may (i) be damaged due to neglect, (ii) have any structural defect, (iii) be physically obsolete, (iv) be functionally obsolete, (v) be required by fire and casualty exceptedICE or under an Agency Contract, including: the interior surfaces (vi) be required by law or change in law, or (vii) otherwise be required to maintain operation of the ceilings, walls and floors; all doors and interior windows; furnishings installed within Complex as a detention facility in accordance with the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the PremisesApplicable Standards. (2b) In Operator also shall maintain all interior walls and ceilings of the event that Tenant fails building and all interior windows, window glass, doors, electrical fixtures, and plumbing fixtures in good repair and condition; paint all interior walls as required, furnish and regularly replace furnace filters consistent with heating/air conditioning systems manufacturer specifications. Operator’s duties shall include all usual janitorial and maintenance service, including sweeping and waxing of floors, vacuuming, trash collection and disposal, the cleaning of windows, dusting, and the replacement of light bulbs or fluorescent tubes in the light fixtures will be the responsibility of Operator. Operator shall maintain all grounds, including but not limited to mowing, trimming, watering of plants and lawn as to maintain a good cosmetic look to the Premises grounds. All maintenance and upkeep required by the Operator shall be made in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain accordance with the Premisesmanufacturer’s recommendations. In the event that Tenant Operator fails to commence such work within 30 days after written demand by Landlordcomply with any of the requirements of this Section, and diligently prosecute it to completion, then Landlord the Owner shall have the right, but the Owner shall not have the obligation, to cause repairs or corrections to be made, and any reasonable cost therefore shall be payable as provided in this Section. Operator shall repair any damage caused by its negligence or default hereunder, or the negligence of its invitees, employees or customers, and, upon the termination of this Agreement, shall deliver the Complex to the Owner in good repair and condition, reasonable wear and tear excepted. Operator will periodically fumigate and spray the Complex for insects and rodents, as needed. (c) For so long as any Bonds remain Outstanding or any Reimbursement Obligations remain unpaid under the Indenture or the Insurance Agreement, pursuant to the provisions of the Indenture, the Operator shall have the ability to requisition amounts on deposit in the Major Maintenance Reserve Fund for the sole purpose of paying for the costs of the repair and replacement of capital items of the Complex if, and to the extent that, Facility Revenues otherwise available to the Operator under the Indenture for such purpose are insufficient. If, and to the extent that, the balance in the Major Maintenance Reserve Fund shall ever be less than Major Maintenance Reserve Requirement, the Trustee shall use Facility Revenues thereafter derived from the Complex to make deposits into the Major Maintenance Reserve Fund until the balance on hand therein is at least equal to Major Maintenance Reserve Requirement. The Trustee shall replenish any such shortfall in the Major Maintenance Reserve Fund by making substantially equivalent, monthly deposits to the Major Maintenance Reserve Fund over (a) a twelve (12) month period if such deficiency results from a withdrawal of funds by the Operator, or (b) over a four-month period if such deficiency results from calculation of the value of investments on deposit in the Major Maintenance Reserve Fund. (d) If payment of all principal, interest and premium, if any, on the Bonds is made in accordance with the terms of the Indenture and all Reimbursement Obligations are paid in full such that the liens, estates and security interests granted by and pursuant to the Indenture shall cease as provided in the Indenture, or if the Bonds shall otherwise be defeased in full prior to their stated maturity in accordance with and subject to the terms of the Indenture and all Reimbursement Obligations have been paid in full, and the Operator shall not elect to purchase the Complex pursuant to the PILOT and Option Agreement, then the parties shall establish a “Major Maintenance Reserve Fund” hereunder substantially similar to the “Major Maintenance Reserve Fund” established under the Indenture and the balance, if any, then existing in the “Major Maintenance Reserve Fund” established under the Indenture shall be transferred as provided in the Indenture to the “Major Maintenance Reserve Fund” established hereunder, and thereafter the Operator shall use Facility Revenues thereafter derived from the Complex to make deposits into the Major Maintenance Reserve Fund until the balance on hand therein is at least equal to Major Maintenance Reserve Requirement. The Operator shall replenish any shortfall in the Major Maintenance Reserve Fund by making substantially equivalent, monthly deposits to the Major Maintenance Reserve Fund over (a) a twelve (12) month period if the balance on hand in the Major Maintenance Reserve Fund is less than the Major Maintenance Reserve Requirement at the time that funds are transferred by the Trustee as contemplated by this paragraph or if the shortfall deficiency results from a withdrawal of funds by the Operator, or (b) over a four-month period if such deficiency results from calculation of the value of investments on deposit in the Major Maintenance Reserve Fund. The Operator shall have the right to requisition amounts on deposit in the Major Maintenance Reserve Fund established hereunder for the sole purpose of paying for the costs of the repair and replacement of capital items of the Complex. (e) Operator’s repair and maintenance obligations shall not be obligated, limited to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, amounts in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseMajor Maintenance Reserve Fund.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above It is understood and Paragraph 8A(3) below as being Landlord's obligation, Tenant agreed that Landlord shall, at Tenant's its sole cost and expense, maintain keep and maintain, during the Premises term of the Lease or any extension or renewal thereof, the foundations, and structural support portion of the improvements, including the structural portions of the roof, in good order, proper condition and in a good state of repair. Landlord shall not be responsible for any maintenance or repair caused by the fault or neglect of Tenant, ordinary wear or due to hazards and tear risks covered or required to be covered by insurance hereunder except as insurance proceeds are available therefore. All other maintenance and damage by fire and casualty exceptedrepair of said structure, including: , but not limited to, painting of walls, and maintenance, repair and replacement of equipment, shall be the interior surfaces responsibility of Tenant. Tenant shall perform routine maintenance on all HVAC equipment, however, should a major repair in excess of $1,000.00 and/or replacement necessary, Landlord, at Landlord’s sole cost and expense shall be responsible for the major repair and/or replacement. Tenant shall reimburse Landlord for l/10 of the ceilingscost of the major repair and/or replacement during each year that Tenant leases the premises. It is understood and agreed that should either party to this Agreement fail or refuse to start and to proceed thereafter with due diligence to make any repairs or maintenance as may be reasonably necessary for the purpose of fulfilling the terms and conditions of the agreements herein set forth within a reasonable length of time (not to exceed seven (7) days) after being notified in writing of the need thereof, walls and floors; all doors and interior windows; furnishings installed within that the Premises; all equipment installed by or other party hereto may make such repairs at the cost and expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to party so maintain the Premisesfailing or refusing. In the event that of an emergency situation, Tenant fails may, in its discretion, make emergency repairs without giving written notification to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of reimburse Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that such repairs were the need for repairs or the making responsibility of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall hereunder and were not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission the fault of Tenant or Tenant’s agents. The rights of Tenant hereunder specifically do not include the right to offset or deduct any amounts claimed hereunder from rentals due. Landlord reserves the right to enter upon the Demised Premises (in a manner that will not unnecessarily interfere with the business of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where during business hours at any time to inspect the repair in question is one which Tenant is obligated same and to furnish under the provisions of this Leasemake necessary repairs to fulfill Landlord’s obligation hereunder.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain Landlord shall put the Premises in good order(including without limitation, condition the plumbing, electrical, and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within HVAC systems servicing the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building) in good working order at the commencement of the Term. At all times before the New Premises Commencement Date, and if a repair, replacement or alteration or other change would Landlord shall be considered a capital improvement or replacement responsible for all reasonable repairs to the Premises under generally accepted accounting principlesand the Building which Tenant notifies Landlord are reasonably necessary, then it and which are approved by the Master Lesson. After the New Premises Commencement Date, and with respect to the New Premises, Tenant shall, at its sole expense, be responsible for ordinary, routine maintenance and repair of the interior of the Premises, and Tenant shall be Landlord's responsibility to promptly make keep the interior, non-structural elements of the Premises (including plate glass and pay for such the plumbing, electrical, and HVAC systems servicing the Premises) in good condition and repair, replacementnatural deterioration caused by normal wear and tear, alteration or other changereasonable use, and damage by fire, the elements, and casualty excepted. The After the New Premises Commencement Date, with respect to the New Premises, Landlord shall maintain, repair, and replace when necessary, at no cost of any such capital improvement shall be amortized over to Tenant, the useful life of such item exterior and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage all structural elements of the Building by the square footage of all buildings benefitted by such improvementPremises, including without limitation, the roof and its supporting members and the foundations of the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required also maintain, to comply with all applicable laws, ordinances, regulations and rules the extent of any public authority relating warranties received by Landlord, the doors and/or door closures and Tenant's loading dock. Landlord shall also maintain at no cost to Tenant the common areas of the Property in good condition and repair. Notwithstanding anything in this Section 9 to the contrary, Tenant shall be responsible during the entire Term, at its sole cost and expense, for repairing or replacing as is necessary any damage to the Premises, the Building, or the Property caused by Tenant, its agents, employees, invitees, or contractors, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair such damage is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs carried by Landlord or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's its sole cost and expense, maintain keep the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises every part thereof in good order, condition and repair (loss or damage caused by the elements, ordinary wear and tear, and fire and other casualty excepted) including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, all Tenant Improvements installed pursuant to the Tenant Improvement Agreement and all improvements installed by Tenant in the Premises after the Commencement Date. Landlord shall maintain, at Landlord’s sole cost which shall not be included in Operating Costs, the foundation and structural components of the Building including (1) the roof of the Building, (2) exterior walls of the Building and (3) interior bearing walls and columns of the Building. Landlord shall also maintain, and the cost thereof shall be an element of Operating Costs, (1) the Project Common Areas to the extent required under this Leasethe REA, Landlord shall give (2) the Common Areas located within the Property, including exercise room, showers and changing rooms, sidewalks, walkways, driveways, parking areas, landscaped areas, irrigation facilities, loading docks and interior and exterior lighting fixtures, (3) roof covering of the Building and (4) systems installed in the Building which service both the Premises and other portions of the Building including, without limitation, electrical, mechanical, plumbing, heating, ventilating, air conditioning, elevator, fire/life safety systems. Tenant prior written notice to do such acts as are required to so maintain shall, at Tenant’s sole cost, be responsible for interior janitorial service of the Premises. In Landlord shall maintain a common use trash disposal area within the event that Property and the cost of providing trash removal shall be an element of Operating Costs. Tenant shall, at Tenant’s cost, be responsible for trash and/or waste removal which requires special handling such as hazardous and/or infectious waste. If Tenant fails to commence such work within 30 days after written demand by Landlordperform Tenant’s obligations under this paragraph, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligatedthe obligation, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such workobligations and the reasonable costs incurred by Landlord in connection therewith shall be Additional Rent payable by Tenant upon receipt of written demand by Landlord. If any of the items for which Landlord has maintenance and repair responsibility break, fail or are damaged, Tenant shall promptly notify Landlord and Landlord shall repair such item(s). Landlord shall have no liability to Tenant for may also at any reasonable damage, inconvenience time make any repairs or interference with Tenant's use alterations which Landlord reasonably deems necessary for the safety or protection of the Premises as a result of performing Property, or which Landlord is required to make by any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement court or alteration or other change would be considered a capital improvement or replacement pursuant to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other changeany Governmental Requirement. The cost of any such capital improvement shall be amortized over the useful life repairs made by Landlord on account of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage Tenant’s default, or on account of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made misuse or neglect by Tenant or its invitees, contractors or agents anywhere in the Project, shall become Additional Rent payable by Tenant on demand. If Landlord fails to perform any of its repair and maintenance obligations under this Section 5B or otherwise as set forth required in Paragraph 4 above. Landlord shall do all acts required this Lease, and such failure materially affects Tenant’s ability to comply with all applicable lawsuse or occupy the Premises for the purposes permitted herein, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required have the right, but not the obligation, to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and perform such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of repairs and/or maintenance if such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable failure continues for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusablefifteen (15) days after written notice from Tenant; provided, however, that if the nature of the repairs and/or maintenance to be completed by Landlord is such that more than fifteen (15) days are required to complete such repairs and/or maintenance, Landlord shall have such additional time as is reasonably necessary to complete such repairs and/or maintenance so long as Landlord takes appropriate action to commence such repairs and/or maintenance within such fifteen (15) day period and thereafter diligently pursues such repairs and/or maintenance to completion. In such event, Landlord shall reimburse Tenant shall not be entitled for the reasonable costs incurred by Tenant to a pro rata abatement of rent under the foregoing due to unusability complete such repairs and/or maintenance within thirty (i30) caused directly or indirectly by any act or omission of Tenant or any days after receipt of Tenant's servants’s written demand therefor, employeestogether with copies of the paid invoices evidencing the costs incurred by Tenant. Any repairs and/or maintenance permitted herein shall be performed in a good workmanlike manner by licensed contractors. If Landlord objects to the repairs and/or maintenance performed or the expenses incurred by Tenant in performing such work, agentsLandlord shall deliver a written notice of Landlord’s objection to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s invoice evidencing the expenses incurred by Tenant. Landlord’s notice shall set forth in reasonable detail Landlord’s reasons for its claim that such repairs and/or maintenance were not required or were not Landlord’s obligation in the terms of this lease and/or the reasons for Landlord’s dispute of the expenses incurred by Tenant in performing such work. If Landlord and Tenant fail to resolve any such dispute within said thirty (30) day period, contractorsafter Landlord has notified Tenant of Landlord’s objections, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair matter shall be resolved by binding arbitration in question is one which Tenant is obligated to furnish under accordance with the provisions of Section 29 of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above 7.1 By taking possession of the Premises Tenant agrees that the Premises are then in a good and Paragraph 8A(3) below as being Landlord's obligationtenantable condition. Subject to the terms of Section 1 above, Tenant shall, at Tenant's sole cost ’s expense but under the direction of Landlord, shall repair and expensemaintain the Premises, maintain including the interior walls, floor coverings, ceiling (ceiling tiles and grid), Tenant Improvements, Alterations, fire extinguishers, the portion of Building Systems exclusively serving the Premises (e.g., electrical outlets and fixtures, dedicated HVAC equipment, distribution systems and registers) and any appliances (including dishwashers, hot water heaters and garbage disposers) in the Premises, in good working condition (but in no event in a condition worse than the condition existing as of the date on which Landlord delivered possession of the Premises to Tenant), and keep the Premises in a clean, safe and orderly condition. 7.2 Landlord shall maintain or cause to be maintained in reasonably good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces structural portions of the ceilingsroof, foundations, floors and exterior walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage portion of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is Systems not covered by insurance proceedsTenant’s obligations in Section 7.1, Tenant will pay for and the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion public and common areas of the Premises unusable for more than three consecutive business daysProperty, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusablesuch as elevators, stairs, corridors and restrooms; provided, however, that Tenant shall not be entitled to a pro rata abatement pay the cost of rent under repairs for any damage occasioned by Tenant’s use of the foregoing due to unusability (i) caused directly Premises or indirectly by the Property or any act or omission of Tenant or Tenant’s Representatives or Visitors, to the extent not covered by the proceeds of Landlord’s property insurance. Landlord shall be under no obligation to inspect the Premises. Tenant shall promptly report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair. As a material part of the consideration for this Lease, Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Sections 1932(1), 1941 and 1942, that allows a tenant to make repairs at its landlord’s expense. 7.3 Landlord hereby reserves the right, at any time and from time to time, without liability to Tenant, and without constituting an eviction, constructive or otherwise, or entitling Tenant to any abatement of rent or to terminate this Lease or otherwise releasing Tenant from any of Tenant's servants’s obligations under this Lease: (a) To make alterations, employeesadditions, agentsrepairs, contractorsimprovements to or in or to decrease the size of area of, visitors all or licenseesany part of the Building, the fixtures and equipment therein, and the Building Systems; (iib) where Tenant makes a decorationTo change the Building’s name or street address; (c) To install and maintain any and all signs on the exterior and interior of the Building; (d) To reduce, alterationincrease, improvement enclose or addition which directly causes otherwise change at any time and from time to time the size, number, location, lay-out and nature of the Common Areas (including the Parking Facility) and other tenancies and premises in the Property and to create additional rentable areas through use or enclosure of common areas; and (e) If any governmental authority promulgates or revises any Law or imposes mandatory or voluntary controls or guidelines on Landlord or the Property relating to the use or conservation of energy or utilities or the reduction of automobile or other emissions or reduction or management of traffic or parking on the Property (collectively “Controls”), to comply with such unusabilityControls, whether mandatory or voluntary, or make any alterations to the Property related thereto. (iiif) where In exercising its rights under this Section 7.3, Landlord agrees to use commercially reasonable efforts to minimize any interruption to or disruption of Tenant’s use of the repair in question is one which Tenant is obligated to furnish under the provisions of this LeasePremises.

Maintenance and Repairs. Landlord shall keep the foundation, roof, and the structural portions of the exterior walls (1excluding doors, windows, door and window frames, floors, glass, sprinkler system, lighting equipment and facilities, mechanical, electrical and plumbing systems and equipment, all of which shall be Tenant’s responsibility) of Tenant’s Premises in good repair, except that Landlord shall not be called on to make any such repairs caused by the act or failure to act, whether negligent or otherwise, of Tenant, its agents, invitees, customers, licensees, employees, or service contractors. Except for matters specified under as provided in this Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation20 of the Lease, Landlord shall not be obligated to make any repairs, replacements or improvements of any kind upon the Premises, but Tenant shallshall give Landlord prompt written notice of any accident, casualty, damage or other similar occurrence in or to the Premises or the common areas of which Tenant has knowledge. Tenant, at Tenant's its sole cost and expense, shall at all times maintain said Premises, its fixtures, equipment, systems, and utility lines (including any equipment, systems and/or utility lines located outside of the Premises which solely serve Tenant) in good order, condition and repair, and also in a clean, orderly, sanitary and safe condition, and also in accordance with all directions, rules and regulations of the health officer, fire marshal, building inspector or other proper officers of the governmental agencies having jurisdiction. Tenant shall at its own cost and expense operate, maintain and repair the heating, air conditioning, ventilation and other equipment, and shall replace all or any portion of such equipment which cannot be fully repaired, regardless of whether the benefit of such replacement extends beyond the Term. Tenant shall cause the heating, air conditioning and ventilation equipment to be inspected and maintained by a qualified mechanic not less than twice annually during the Term and shall provide Landlord with satisfactory evidence of each such inspection within thirty (30) days after such inspection is conducted. If Tenant fails to provide Landlord with evidence of the inspection and maintenance of the heating, air conditioning and ventilation equipment as required hereinabove, Tenant shall pay to Landlord upon demand the same late charge fee assessed for late payment of Minimum Guaranteed Rent for each such failure. If Tenant serves or prepares food on the Premises, Tenant shall contract with a reputable firm for monthly pest control. Tenant, at its cost and expense, shall comply with all requirements of law, ordinances and otherwise, affecting the Premises and shall permit no waste, damage, or injury to said Premises. Tenant shall at its cost and expense replace any broken or cracked doors and plate or window glass (including any glass with holes) in the Premises with materials of like kind and quality. All maintenance, repairs and replacements shall be accomplished in a good and workmanlike manner. Tenant shall also initiate and carry out a program of regular maintenance and repair of the Premises, including, but not limited to, the painting or refinishing of all areas of the interior of the Premises and maintaining or replacing of all items on display used in the conduct of Tenant’s business, so as to impede, to the extent possible, deterioration by ordinary wear and tear and damage by fire and casualty excepted, including: to keep the interior surfaces of same in attractive condition throughout the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Term. If Tenant fails to maintain the Premises in good order, condition and repair as required under this Leaseherein, Landlord may, on ten (10) days prior notice (except no notice shall give Tenant prior written notice to do such acts as are be required to so maintain in case of emergency) enter the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, Premises and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no repair and maintenance on behalf of Tenant, without liability to Tenant for any reasonable damageloss or damage that may accrue to Tenant’s merchandise, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration fixtures or other change would be considered a capital improvement property, or replacement to the Premises under generally accepted accounting principlesTenant’s business, then it by reason or as result thereof. In such case, Tenant shall be Landlord's responsibility to promptly make and pay reimburse Landlord for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share one hundred fifteen percent (which shall be determined by dividing the square footage of the Building by the square footage 115%) of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made costs incurred immediately upon receipt by Tenant as set forth of Landlord’s demand therefor. In order to coordinate services for tenants in Paragraph 4 above. the Shopping Center, Landlord may assume the responsibility for regularly maintaining and repairing Tenant’s heating and air conditioning and ventilation system, in which case Landlord shall do all acts required use good faith efforts to comply with all applicable laws, ordinances, regulations and rules of any public authority relating provide such services at a cost equivalent to or lower than the Premises, except to cost Tenant would incur if it contracted for the extent that the foregoing are solely a result of Tenant's use of the Premisesservices. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules reimburse Landlord for Tenant’s equitable share of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs services within ten (or both10) which Landlord is obligated to effect at days after Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease’s demand therefor.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall7.1 Lessor, at Tenant's sole cost and his expense, shall maintain the Premises roof, structural walls, foundation and underground plumbing and other underground facilities serving the Building in good order, operating condition and repair, ordinary wear shall make all necessary repairs and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusablereplacements thereto; provided, however, that Tenant shall Lessor’s obligations under this Section 7.1 are solely for the normal maintenance of such structural parts and underground facilities and for the correction of structural defects, if any, not be entitled to a pro rata abatement of rent under caused by the foregoing due to unusability (i) caused directly or indirectly by any negligence, willful act or omission improper use of Tenant the Leased Premises by Lessee or any of Tenant's servantsits agents, employees, agentsrepresentatives or invitees. 7.2 Lessee, contractorsat its expense, visitors shall maintain al interior and exterior parts of the Building and the rest of the Leased Premises not required to be maintained by Lessor pursuant to Section 7.1 in good repair and in clean, orderly operating condition and shall make all necessary repairs and replacements thereto, including, without limitation, all walls, partitions, windows, and all electrical, heating, ventilating, air conditioning and above-ground plumbing and other above-ground facilities, systems and equipment, driveways and parking areas, shall keep all interior and exterior areas of the Leased Premises painted, clean and clear of debris, snow and obstructions and shall mow the lawns and maintain all landscaping in a neat and orderly condition. Lessee shall take such action as is necessary to protect the facilities, systems and equipment of the Leased Premises from damage or licenseespremature wear, (ii) where Tenant makes a decorationtear or depreciation caused by its activities so that such systems, alterationfacilities and equipment shall function normally throughout their normal useful lives. 7.3 In the event Lessee fails to make any repairs or to perform any maintenance required under Section 7.2 within 10 days after Lessor gives Lessee notice requesting the same, improvement or Lessor, in addition which directly causes to his remedies under Section 14, may, at his sole discretion, make such unusabilityrepairs and perform such maintenance for Lessee’s account and at Lessee’s expense, or (iii) where the repair and Lessee shall reimburse Lessor for any and all costs and expenses incurred by Lessor in question is one which Tenant is obligated to furnish under the provisions of this Leasemaking such repairs and performing such maintenance promptly upon demand by Lessor.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above To Landlord’s knowledge, as of the Turnover Date and Paragraph 8A(3except as disclosed to Tenant in writing, all electrical, mechanical, plumbing, heating, ventilation and air conditioning systems will be in good working order, connected, and providing the services intended. If within ninety (90) below days following the Turnover Date Tenant discovers that any of the foregoing systems were not in good working order, connected and providing the services intended as being Landlord's obligationof the Turnover Date, Tenant shall provide written notice thereof to Landlord, and Landlord shall promptly commence and diligently prosecute to completion the repair or replacement of such systems. In addition, Landlord shall: (i) repair or replace when reasonably necessary, at Tenant's sole cost the roof of the Building (including without limitation the 1983 section of the roof), (ii) commence within three (3) months after the Turnover Date and expensediligently prosecute to completion the service of the rooftop HVAC units and mechanical room compressors, maintain including belt and filter replacement, so that each is in good working condition; (iii) on or before the Turnover Date, ensure that all restrooms are in good working condition; and (iv) within six (6) months after the Turnover Date, commence and diligently prosecute to completion the removal of all vegetation from, re-sealing and re-striping of all parking lots and re-painting of all automobile stops yellow. Except as otherwise expressly provided in this Section 9.2 and Sections 10.1, 20.6 and 20.17(d) hereof, Tenant accepts the Premises in good order, their “as is” condition and without warranty of any kind. During the Term, Landlord will maintain and repair (or replace, if necessary), at its sole cost (except as otherwise provided herein) the roof, load-bearing walls, and foundations of the Premises in a good condition and state of repair, except for casualty and repairs Tenant is obligated to make pursuant to Section 9.2(b). Tenant agrees to reasonably cooperate in the coordination and supervision of such maintenance and repairs and by Landlord. Landlord shall also be responsible for replacement and overlays of driveways and parking lots. Except as expressly required by this Section 9.2, Landlord shall not be required to furnish any services or facilities or to make any repairs or alterations of any kind in or on the Premises. Except for the repair and maintenance items specified in Section 9.2(a)(i), (ii), (iii) and (iv), it is an express condition precedent to all obligations of Landlord to repair, maintain or replace any portion of the Premises that Tenant notify Landlord in writing of the need for such maintenance, repair or replacement. (b) The provisions of this Article IX are subject to the provisions of Article XII and Article XIII hereof. At all times during the Term of this Lease, Tenant shall keep and maintain all portions of the Premises in a good condition and state of repair, excepting only ordinary wear and tear tear, and damage by fire repairs and casualty exceptedreplacements Landlord is obligated to make pursuant to Section 9.2(a) hereof. Tenant shall make any and all additions to and all alterations and repairs in, including: on and about the Premises which may be required by, and shall otherwise observe and comply with, all public laws, ordinances and regulations from time to time applicable to the Premises. Except for the negligence or willful misconduct of Landlord and without limiting the generality of the foregoing, Tenant will (i) keep the interior surfaces and exterior of the ceilingsPremises, walls and floors; together with all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all electrical, plumbing, heating, ventilating, air-conditioning, and other mechanical systems and installations therein, and all nonload-bearing walls, in good order and repair, including normal and customary preventive maintenance, and, except as required of Landlord pursuant to Section 9.2(a) hereof, will make all replacements from time to time required at its expense, (ii) maintain the grounds around the Improvements, including the mowing of grass, care of shrubs and general landscaping, (iii) notwithstanding anything herein to the contrary, except for Landlord’s repair obligations and normal wear and tear, repair any damage to the roof, load bearing walls and foundations of the Premises, to the driveways and parking lots and to Building Systems (as defined below) caused or permitted by Tenant or its employees, invitees, contractors and agents and (iv) take no action to invalidate any warranty relating to the roof or any other portion of the Improvements. The cost of maintenance, repairs and replacements to be performed by Tenant pursuant to this Section 9.2(b) shall be borne by Tenant, except that with respect to the maintenance, repair and replacement of any plumbing, HVAC, mechanical, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located fire protection systems existing within the Premises. Building as of the Turnover Date (2) In the event that Tenant fails to maintain the “Premises in good order, condition and repair as required under this LeaseSystems”), Landlord shall give Tenant prior written notice bear the costs thereof to do the extent such acts as are required costs exceed a cumulative total of $10,000.00 per Rental Year (“Tenant’s Annual Systems Cost”). Any portion of the Tenant’s Annual Systems Cost not expended during any Rental Year shall be carried over and added to so maintain the PremisesTenant’s Annual Systems Cost for subsequent Rental Years (such combined total being the “Tenant’s Total Systems Cost”). In the event that the cost of maintenance, repair and replacement of the Premises Systems in any Rental Year exceeds the then-current Tenant’s Total Systems Cost, Landlord shall promptly pay such excess (“Landlord’s Systems Cost”). At the end of each subsequent Rental Year, Tenant fails shall repay Landlord for such Landlord’s Systems Cost incurred, in an amount not to commence exceed the unexpended portion of the Tenant’s Total Systems Cost, if any, for such work subsequent Rental Year. Any such repayment by Tenant to Landlord of Landlord’s Systems Costs incurred shall be made within 30 fifteen (15) days after written demand by Landlordthe end of each subsequent Rental Year until the earlier of full repayment to Landlord or the expiration of the Term (or Renewal Term, if applicable). If the Term or any Renewal Term expires and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligatedfully reimbursed, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to further obligation for repayment of any remaining balance of Landlord’s Systems Costs. Tenant for and Landlord each acknowledge that any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintainindividual maintenance, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the of a Premises under generally accepted accounting principlesSystem, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease which is equal to the contraryor less than $500.00, shall not be included in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that $10,000.00 Tenant’s Annual System Costs. Tenant shall not be entitled to reimbursement from Landlord for maintenance, repair or replacement of a pro rata abatement Premises System unless such maintenance, repair or replacement is reasonably necessary and in accordance with prudent and reasonable commercial standards to maintain such systems in good working condition (“Qualified Maintenance”). For any maintenance, repair or replacement to any Premises Systems which Tenant intends to include in the $10,000.00 Tenant’s Annual System Costs, Tenant shall deliver to Landlord written notice thereof, together with a reasonably detailed description (or plans and specifications, if available) of rent such maintenance, repairs or replacements. Landlord shall have twenty (20) days following the date of receipt of such notice and description (or plans and specifications) to notify Tenant in writing whether Landlord agrees that the proposed maintenance, repair or replacement constitutes Qualified Maintenance. If Landlord fails to timely provide such notice, the improvements shall be deemed Qualified Maintenance. If Landlord timely objects to all or any portion of the maintenance, repair or replacement as being Qualified Maintenance (“Disapproval Notice”), and if Landlord and Tenant cannot agree within ten (10) days after receipt by Tenant of the Disapproval Notice regarding whether the improvements constitute Qualified Maintenance, Tenant shall be entitled, within ninety (90) days after the expiration of such (10) day period, to commence arbitration to determine whether the maintenance, repairs or replacement constitutes Qualified Maintenance. The arbitration shall be conducted under the foregoing due to unusability Commercial Arbitration Rules of the American Arbitration Association. (ic) caused directly Tenant will surrender the Premises at the expiration of the Term or indirectly at such other time as it may vacate the Premises in as good condition as when received, excepting only ordinary wear and tear, damage by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant insured casualty and repairs and replacements Landlord is obligated to furnish make pursuant hereto. In the event Tenant fails to perform its maintenance and repair obligations as set forth in Section 9.2(b), Landlord may, but shall not be obligated to, after providing Tenant with thirty (30) days written notice and the right to cure, do so and the cost of same shall be Additional Rental payable to Landlord within thirty (30) days following demand therefor. (d) Within thirty (30) days following receipt of notice from Tenant to Landlord under Section 9.2(a) that maintenance or repair by Landlord is required, Landlord shall either commence the maintenance, repair or replacement or shall notify Tenant of Landlord’s objections thereto (“Objection Notice”). If Tenant disagrees with Landlord’s objections, Tenant shall notify Landlord in writing within ten (10) days after receipt of Landlord’s objections (“Disagreement Notice”). If Tenant shall fail to timely provide the Disagreement Notice, Landlord shall not be obligated to perform any of the repair, maintenance or replacement items objected to by Landlord and all such maintenance, repair, or replacement items shall be performed by Tenant at Tenant’s cost. If Tenant timely provides the Disagreement Notice and if Tenant and Landlord cannot resolve any such disagreement within fifteen (15) days after receipt by Landlord of Tenant’s Disagreement Notice (“Resolution Period”), Tenant shall be entitled, within fifteen (15) days after the Resolution Period, to commence arbitration to determine whether Landlord is obligated to perform such maintenance, repair or replacement under the provisions terms of this Lease. The arbitration shall be conducted under the commercial arbitration rules of the American Arbitration Association. If the arbitrator shall determine that Landlord is obligated under the Lease to perform such maintenance, repairs or replacement, Landlord at Landlord’s cost shall promptly commence and diligently prosecute to completion any maintenance, repairs or replacement determined by the arbitrator to be the responsibility of Landlord. Any maintenance, repairs or replacement determined by the arbitrator not to be the responsibility of Landlord under this Lease shall be promptly commenced and diligently prosecuted to completion by Tenant, the cost of which shall be paid by Tenant. If the arbitrator shall determine that all or a portion of the maintenance, repairs or replacement is to be performed by Landlord and Landlord shall fail to perform such maintenance, repairs or replacement as required herein, Tenant shall be entitled to perform such maintenance, repairs or replacement and Landlord shall be obligated to pay Tenant’s reasonable out-of-pocket costs of such maintenance, repairs or replacement within thirty (30) after receipt of an invoice therefore. Failure of Landlord to reimburse Tenant within such thirty (30) day period shall entitle Tenant to withhold all future Rental coming due until the cost of such maintenance, repairs or placement shall be paid in full, together with interest at the Default Rate from the date of expenditure. Notwithstanding anything to the contrary herein, in the event the need for such maintenance, repairs or replacement constitutes an imminent threat of harm to persons or damage to property, then Tenant may perform the same if Landlord has not commenced and diligently prosecuted to completion such maintenance, repair or replacement in time to prevent to such harm or damage. Thereafter, if Tenant believes such maintenance, repairs or replacement is the responsibility of Landlord, Tenant shall so notify Landlord, and the objection, arbitration and setoff provisions provided for above shall apply.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above as provided in Section 9(b) below, Landlord shall maintain the Building, the Common Areas, the Building Systems and Paragraph 8A(3) below as being any other improvements owned by Landlord located on the Property in accordance with buildings of similar size, age and class in Southeastern Pennsylvania; provided, however, that if any such repairs result from the act, fault or negligence of Tenant (other than ordinary wear and tear), such repairs will be made by Landlord at Tenant’s expense. If Txxxxx becomes aware of any condition that is Landlord's obligation’s responsibility to repair, Tenant shallshall promptly notify Landlord of the condition. (b) Tenant will, at Tenant's its sole cost and expense, maintain the Premises and all of its fixtures, systems, equipment and improvements, in good orderclean, safe, orderly and sanitary condition free of accumulation of dirt and repairrubbish. Tenant will not permit or suffer any overloading of the floors of the Premises and will not do or suffer any waste or injury with respect thereto: In case of any destruction or damage of any kind whatsoever to the Premises, ordinary wear and tear and damage by fire and casualty exceptedor any part thereof, including: , without limitation, any glass and the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by Tenant property in or at the expense of Premises, Tenant shall repair said damage or destruction as speedily as possible, at Txxxxx’s own cost and expense. At Tenant; ’s sole cost and all plumbingexpense, heating, ventilatingLandlord will (a) repair HVAC, electrical or plumbing system(s) (“Tenant System”) which service the Demised Premises and which are specifically installed therein above the base building standard, and (b) furnish for Landlord’s installation, and pay Landlord for its installation of, bulbs, starters and ballasts for lighting facilities and fixtures; all landscaping. When used in this Section 9(b), parking lotsthe term “repair(s)” includes replacement(s), fences and signs located within the Premisesrestoration(s), addition(s), improvement(s), alteration(s) and/or renewal(s) when necessary. (2c) Notwithstanding anything to the contrary in this Lease, in the event of an emergency that constitutes an imminent danger to persons or property or materially interferes with Tenant’s business operations and which requires emergency repairs to the Premises or the Property which are Landlord’s responsibility under this Lease, Tenant shall, prior to making repairs, use diligent efforts to contact Landlord or any Building manager who Tenant has been notified to contact in the event of an emergency. In the event that Tenant is unable to contact Landlord or such Building manager or in the event Tenant is able to contact Landlord or such Building manager and Landlord fails to maintain commence such repairs within a reasonable time under the circumstances, Tenant shall have the right, but not the obligation, to take whatever action is reasonably necessary under the circumstances to repair any portion or component of the Premises or Property. Tenant shall use commercially reasonable efforts to minimize interference with the rights of other tenants to use their respective premises in good orderthe Building, condition and repair as required all work done in accordance herewith must be performed at a reasonable and competitive cost and expense (taking into account the circumstances of the emergency). To the extent such work performed by Txxxxx is Lxxxxxxx’s responsibility under this Lease, Landlord shall give reimburse Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to within 30 days of receipt of a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasereasonably documented invoice therefor.

Maintenance and Repairs. (1a) Except Lessor shall be responsible for matters specified under Paragraph 4 above the following maintenance and Paragraph 8A(3repairs of the Premises: (i) below as being Landlord's obligationLessor shall make all structural repairs to any part of the buildings located on the Premises, Tenant shallincluding the roofs, at Tenant's sole cost floorst building walls, underground electric and expense, maintain plumbing (including from the boundary line of the Premises to the buildings thereon) and HVAC systems. (ii) Lessor shall be responsible for the repair and replacement of furniture and telephone systems described in Paragraph 5 above, subject to rental increases as set forth therein. (iii) Lessor shall be responsible for painting the interior and exterior of all improvements to keep the Premises in a "first class" condition, replacement of carpeting and other floor coverings and replacement of defective mechanical, plumbing and HVAC equipment. (iv) Lessor's obligations for maintenance and repairs shall not extend to any condition which has been created by the negligence or intentional act of Lessee or Lessee's employees, agents, customers or invitees. Lessee agrees to give Lessor written notice of all repairs which it believes Lessor is required to make to the Premises in accordance with the Lease from time to time. Such repairs shall be reasonably required in the opinion of Lessor and Lessee. If they are unable to agree as to the necessity of any such repairs, they shall jointly select an independent contractor who shall render its opinion regarding such repair, which opinion shall be binding on both parties. Lessor reserves the right to hire and supervise any and all contractors who are making any repairs which are to be paid for by Lessor. (b) Lessee shall be responsible for the following maintenance and repairs of the Premises: (i) Lessee shall provide for janitorial service, landscape, parking lot and driveway maintenance, and maintenance of any fences and signs. (ii) Lessee shall provide for routine maintenance and upkeep of all interior improvements, including but not limited to lighting facilities and windows, doors, and plate glass. (iii) Lessee shall be responsible for the costs associated with repair of any condition created by the negligence or intentional act of Lessee or Lessee's employees, agents, customers or invitees. (iv) All other expenses for ownership, operation and use of the Premises not otherwise allocatedto the Lessor in this Lease shall be the responsibility of Lessee. If Lessee fails to perform its maintenance and repair obligations under this Lease, Lessor may at its option (but shall not be. required to) enter upon the premises prior written to Lessee (except in the case of an emergency, in which no notice shall be required) perform such obligations on Lessee's behalf and put the same in good order, condition and repair, ordinary wear and tear and damage by fire and casualty exceptedthe costs thereof, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or together with interest at the expense of Tenant; and all plumbingmaximum rate then allowed by law, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlorddue and payable as additional rent to Lessor together with Lessee's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasenext rental installment.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall7.1 Lessor, at Tenant's sole cost and his expense, shall maintain the Premises roof, structural walls, foundation and underground plumbing and other underground facilities serving the Building in good order, operating condition and repair, ordinary wear shall make all necessary repairs and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusablereplacements thereto; provided, however, that Tenant shall Lessor's obligations under this Section 7.1 are solely for the normal maintenance of such structural parts and underground facilities and for the correction of structural defects, if any, not be entitled to a pro rata abatement of rent under caused by the foregoing due to unusability (i) caused directly or indirectly by any negligence, wilful act or omission improper use of Tenant the Leased Premises by Lessee or any of Tenant's servantsits agents, employees, agentsrepresentatives or invitees. 7.2 Lessee, contractorsat its expense, visitors shall maintain all interior and exterior parts of the Building and the rest of the Leased Premises not required to be maintained by Lessor pursuant to Section 7.1 in good repair and in clean, orderly operating condition and shall make all necessary repairs and replacements thereto, including, without limitation, all walls, partitions, windows, and all electrical, heating, ventilating, air conditioning and above-ground plumbing and other above-ground facilities, systems and equipment, driveways and parking areas, shall keep all interior and exterior areas of the Leased Premises painted, clean and clear of debris, snow and obstructions and shall mow the lawns and maintain all landscaping in a neat and orderly condition. Lessee shall take such action as is necessary to protect the facilities, systems and equipment of the Leased Premises from damage or licenseespremature wear, (ii) where Tenant makes a decorationtear or depreciation caused by its activities so that such systems, alterationfacilities and equipment shall function normally throughout their normal useful lives. 7.3 In the event Lessee fails to make any repairs or to perform any maintenance required under Section 7.2 within 10 days after Lessor gives Lessee notice requesting the same, improvement or Lessor, in addition which directly causes to his remedies under Section 14, may, at his sole discretion, make such unusabilityrepairs and perform such maintenance for Lessee's account and at Lessee's expense, or (iii) where the repair and Lessee shall reimburse Lessor for any and all costs and expenses incurred by Lessor in question is one which Tenant is obligated to furnish under the provisions of this Leasemaking such repairs and performing such maintenance promptly upon demand by Lessor.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationDuring the Lease Term, Tenant shall, at Tenant's sole cost shall keep and expense, maintain the Premises Leased Property and all Improvements (including landscaping) thereon in a good orderclean, condition sanitary and repairsafe condition, ordinary reasonable wear and tear and damage by fire and casualty excepted, including: and shall make all necessary repairs thereto and replacements thereof, interior and exterior, structural and non-structural. Nothing contained in the interior surfaces preceding sentence shall be construed to limit or restrict Tenant's right to remove the Shark Club Improvements in accordance with and subject to Section 6.01 of the ceilingsthis Lease. All repairs and replacements shall be performed and installed promptly in a good and workmanlike manner and in compliance with all applicable building, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; zoning and all plumbingother laws, heatingstatutes, ventilatingordinances, electrical orders, rules, regulations, requirements, permits and lighting authorizations of all federal, state, county and municipal governmental authorities. Tenant shall be responsible for the repair and maintenance of all sidewalks, driveways and parking areas on the Leased Property, whether significant or insignificant, anticipated or unanticipated. Tenant's maintenance, repair and replacement obligations of this Section 9.01 shall extend to and include the repair and replacement of all underground and overhead utility and service lines, facilities and fixtures; all landscapingsystems, parking lotswhether or not located on the Leased Property (including gas, fences electrical, water, sewer, telephone and signs community antenna television systems servicing the Leased Property but located within rights-of-way adjoining the Premises. (2) In Leased Property), unless and except to the event that extent such utility and service lines facilities and systems are required to be and are in fact maintained by the provider of such utility or service. If Tenant fails to keep and maintain the Premises Leased Property in good ordera clean, sanitary and safe condition or if Tenant fails to commence or complete any necessary repairs or replacements promptly and repair as required under this Leaseadequately, Landlord may, but shall give Tenant prior written notice to do such acts as are not be required to so maintain the PremisesLeased Property and to make and complete such repairs and replacements on Tenant's behalf after giving Tenant ten days notice of Landlord's intention to perform or cause the performance of such maintenance, repair or replacement work on Tenant's behalf. In If Landlord pays any amount for the event that maintenance of the Leased Property or for necessary repairs or replacements on Tenant's behalf in accordance with the preceding sentence, Tenant fails shall immediately reimburse and pay to commence such work within 30 days after written demand by Landlord, upon demand, as Additional Rent, an amount equal to all expenses and diligently prosecute it to completionexpenditures incurred in connection with such maintenance, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasereplacements.

Maintenance and Repairs. Section 7.01. Tenant shall be responsible for all Operating Costs. Tenant shall take good care (1or cause good care to be taken) Except for matters specified under Paragraph 4 above of the Demised Premises, alleyways and Paragraph 8A(3passageways and the sidewalks, curbs and vaults adjoining the Demised Premises, and keep the same (or cause the same to be kept) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition order and repaircondition, ordinary wear and tear and damage by fire and casualty obsolescence excepted, and make necessary nonstructural repairs thereto, interior and exterior. Tenant also shall be responsible for all personal property replacements and repairs, including: , but not limited to, (i) water heater replacements, (ii) floor covering replacements, (iii) replacement of window coverings, (iv) replacement of appliances, (v) HVAC compressor and condenser replacements, (vi) plumbing fixture replacements, (vii) electrical fixture replacements, and (viii) interior painting. Tenant also shall make (or cause to be made) all repairs necessary to avoid any structural damage or injury to the interior surfaces of Demised Premises. All repairs and replacements shall be equal in quality and class to the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premisesoriginal work. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such workSection 7.02. Landlord shall have no liability be responsible for all “Capital Expenses,” which shall mean any and all costs and expenses incurred in connection with major repairs, replacements, and improvements relating to Tenant for any reasonable damage, inconvenience or interference with Tenant's use the structural elements of the Premises as a result of performing any such work. (3) Landlord will maintain, repair Property which are not Operating Costs and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change thus would be considered a capital improvement or replacement to the Premises capitalized under generally accepted accounting principles, then it including, but not limited to, (i) the replacement of roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, foundations, exterior walls and all load bearing walls, exterior doors and doorways, windows, elevators, fences and gates, and (ii) exterior painting. Other than as set forth in this Section 7.02, Landlord shall not be Landlord's required to furnish any services or facilities or make any repairs, replacements or alterations in or to the Demised Premises, Tenant hereby assuming the full and sole responsibility to promptly make and pay for such the operation, repair, replacement, alteration or other changemaintenance and management of the Demised Premises. Section 7.03. Upon the execution of this Lease, if required by the Lender, Landlord shall deposit funds in an amount required by the Lender (the “Required Repair Funds”) into a special account (the “Required Repair Account”) at a depository mutually acceptable to Landlord, Tenant and the Lender (the “Depository”). The cost of any such capital improvement Required Repair Funds shall be amortized over available to Tenant as further described in Section 7.05 below. Upon the useful life expiration or earlier termination of such item this Lease, any funds remaining in the Required Repair Account shall be disbursed to Landlord or its designee. Section 7.04. Within sixty (60) days of the execution of this Lease, Landlord shall deposit an additional sum required by the Lender (the “Trust Reserve Deposit,” and together with the Required Repairs Funds, the “Reserve Funds”) into a special account (the “Trust Reserve Account”) at the Depository. The Trust Reserve Deposit shall be funded out of the proceeds of the loan from Lender to Landlord in connection with the acquisition of the Property by the Landlord, or deposited by Landlord within sixty (60) days of the acquisition of the Property. The Trust Reserve Deposit shall be made available for the uses described in Section 7.05 below. Upon the expiration or earlier termination of this Lease, any funds remaining in the Trust Reserve Account shall be disbursed to Landlord or its designee. Section 7.05. Subject to any required approvals of the Lender and, if applicable, to the terms of the Loan Documents, the Reserve Funds shall be available to and may be withdrawn by Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability for: (i) caused directly or indirectly Operating Costs and Capital Expenses described in Sections 7.01 and 7.02 above, as determined by any act or omission of the Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licenseesin its sole discretion, (ii) where Tenant makes a decorationany Restoration, alteration, improvement or addition which directly causes such unusability, or (iii) where any Condemnation Restoration, and (iv) unanticipated operating expenses; provided that in no event shall amounts on deposit in the repair in question Reserve Funds be used to pay a distribution or any other amount to any direct or indirect owner of Landlord or Tenant. If the Reserve Funds are not available for any reason and funds of Tenant are used to pay for expenses for which Landlord is one responsible hereunder, such amount shall be treated as a non-interest-bearing loan from Tenant to Landlord, which Tenant may recover by set off against Stated Rent and/or Bonus Rent and, if not previously repaid, out of the gross sales proceeds of the Property if such amounts are not repaid prior to the sale or exchange of the Property (or the expiration or earlier termination of this Lease if sooner). If Reserve Funds are used to pay for expenses for which the Tenant is obligated responsible hereunder, such amount shall be treated as a non-interest-bearing loan from Landlord to furnish under Tenant, which Xxxxxx will reimburse to the provisions applicable Reserve Account as soon as practicable thereafter, and in no event later than the expiration or earlier termination of this Lease. Section 7.06. Tenant shall have the right to satisfy its obligations under this Article 7 (other than 7.03 above) by requiring the property manager to cause the performance of such obligations. Section 7.07. The necessity for and adequacy of replacements, maintenance and repairs to the Demised Premises pursuant to this Article 7 shall be measured by the standard which is appropriate for properties of similar construction, class and use in the area in which the Demised Premises are situated.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationA. During the term of this Lease, Tenant shallTenant, at Tenant's sole cost and its expense, shall maintain the interior of the Premises in good ordercondition, condition and repair, ordinary wear and tear working order by (i) performing routine maintenance service to the electrical and damage by fire and casualty exceptedplumbing systems, including: (ii) maintaining the interior surfaces paint and decorations, interior floor finish and coverings, (iii) performing routine maintenance to the commodes, lavatories, and other plumbing fixtures which are exposed in the interior of the ceilingsPremises, walls and floors; all (iv) repairing and if necessary replacing venetian blinds, curtains and drapes, interior doors and window frames and replacement of all interior windows; furnishings installed within broken and cracked glass. However, notwithstanding the Premises; all equipment installed by or at the expense of Tenant; and all plumbingabove, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant responsible for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is maintenance expenses required as a result of Tenant's negligence damage caused by Landlord or by Landlord’s agents, or employees, and/or for repairs necessitated by damage due to fire or other casualty covered by fire and extended coverage insurance, or for major repairs or replacements to the Premises and/or the systems servicing the same. Since Landlord will be obtaining a maintenance contract with respect to the HVAC system, Tenant shall not be required to perform any maintenance, repair or other services in connection therewith. However, Tenant agrees that it will be responsible for routine maintenance and repair to the Drive Through Area Canopy and that it will be required to replace all light bulbs installed in the Drive Through Area Canopy. Tenant shall also be responsible for periodic power washing of oil or grease staining of the concrete pads located underneath the Drive Through canopy. For the purpose of this clause a major repair shall be the cost of any repair or replacement which exceeds the sum of Five Hundred Dollars ($500.00) for any single repair or replacement made to any part of the Premises or to one of the above referenced systems, in which case Tenant will not be responsible for all or any part of the cost of such repair or replacement. Further, for the purpose of this section, a major repair shall include the cost of any repairs or replacements exceeding the sum of Five Hundred Dollars ($500.00) in the aggregate with respect to any number of repairs made to any one part of the Premises or any one system during any lease year, in which case Tenant shall only be responsible to pay a total sum which will not exceed $500.00 for such repairs. Landlord at its expense shall maintain the exterior and the structural soundness of the Building, the Premises and the Property, including, but not being limited to, the roof, walls, foundation, and other structural portions, and parking areas, sidewalks and other surfaced and/or blacktopped areas including, the Drive Through Area, in good condition and repair. Except for such routine maintenance responsibilities which are allocated to Tenant immediately above, Landlord shall also be responsible for making all necessary repairs and replacements to the HVAC, electrical, plumbing and sewer systems servicing the Premises, keeping all mechanical equipment furnished by Landlord in connection therewith, and any water, gas or electrical lines or conduits servicing the Premises in good operating condition and for making any necessary repairs and/or replacements thereof. Landlord further covenants to make repairs to the HVAC, plumbing, sewer and the electrical systems and to the interior of the Premises, resulting from structural defects or Landlord’s failure to maintain, repair or make necessary or prudent replacements of parts thereof. Landlord further agrees that if any part or condition of the Premises shall violate the Occupational Safety and Health Act of 1970, the AWDA, or any environmental laws having jurisdiction over or applicable to the Premises and the land within or upon which the Premises is not covered by insurance proceedslocated, or any rule, regulation or standard promulgated under any or upon which the Premises is located, or any rule, regulation or standard promulgated under any of the above, or any other statutes, ordinances, rules or regulations applicable to the Premises, Landlord shall be responsible for correction and abatement of the same and will save Tenant will pay harmless from any such violation relating to any portion of the Premises which Landlord is obliged to maintain, or from any structural changes or improvements to be made thereto. Tenant agrees to reimburse Landlord for the cost of any such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly occasioned by any Tenant’s negligent act or omission of Tenant omission, or any of by unusual wear and tear, negligent acts or intentional acts, occasioned by Tenant's servants’s business invitees, customers, employees, or agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseprovided same are not covered by Landlord’s insurance.

Maintenance and Repairs. Subject to the terms hereof, Manager shall promptly make or cause to be made all repairs, replacements, corrections, maintenance, alterations, improvements, renovations, installations, renewals and additions (1collectively, “Repairs”) Except for matters specified under Paragraph 4 above of every kind and Paragraph 8A(3nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, necessary or appropriate to maintain the Premises Hotels (including all private roadways, sidewalks and curbs located thereon) for which Owner, Purchaser or a Hotel has responsibility in good order, condition order and repair, ordinary reasonable wear and tear and damage by fire and casualty excepted, including: excepted (whether or not the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do need for such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises Repairs occurs as a result of performing Owner’s or Manager’s use, any such work. (3) Landlord will maintainprior use, repair and replace all structural components Insurance Requirements, the elements or the age of the Premises Hotels, or any portion thereof), and in conformity with Legal Requirements (including, without limitation, retaining all construction lien holdbacks under the Construction Lien Act (Ontario) and releasing such holdbacks only when all liens have expired or been discharged or vacated, all notices have been withdrawn, and the roof of time period for filing any liens has expired), applicable Brand Standards and the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it Operating Standards. All Repairs shall be Landlord's responsibility to promptly make made in a good, workmanlike manner, consistent with Manager’s and pay industry standards for such repairlike hotels in like locales, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply accordance with all applicable laws, ordinances, regulations Legal Requirements and rules of any public authority relating to the Premises, except to Insurance Requirements. To the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable lawssuch Repairs cannot be performed by Manager’s on-site staff, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant Manager shall be entitled to an abatement cause such repairs to be performed by third parties or, subject to Owner’s prior approval, Affiliates of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled Manager acting under separate technical services agreements pursuant to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseSection 11.1.

Maintenance and Repairs. (1) Except The Landlord shall be responsible for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces maintenance of the ceilingsbuilding structure, walls building roof structure, building roof insulation, building roof decking, building roofing, HVAC, hot water heater and floors; all doors mechanical system(s), exterior brick / CMU block finish of building, the common area(s) and interior windows; furnishings installed the parking lot, with the cost of such maintenance to be included within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2building Tenant(s) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the PremisesCAM charges / property CAM reserves. In the event that the negligence or willful actions of Tenant fails 1, its invitees, contractors or agents causes damages to commence such work within 30 days after written demand the leased premises, the building, common areas or parking lot owned by the Landlord, Tenant 1 shall be liable for any damages and diligently prosecute it claims above and beyond the regular dues charged as CAM, with Tenant 1 to completionbe responsible for such costs by payment as additional rent, then within 10 days of receipt of an invoice. All other maintenance and repairs of leased premises shall be performed by Tenant 1, at its own sole expense, including all necessary repairs to electrical systems, window glass, doors, fixtures, interior decorations, and all other appliances and appurtenances belonging thereto which are not specifically the obligation of the Landlord as set forth herein. Such repairs and replacements, interior and exterior, ordinary as well as extraordinary, shall have be made promptly, as and when necessary. All such repairs and replacements shall be in quality and class at least equal to the rightoriginal work. On default of Tenant 1 in making such repairs or replacements, the Landlord may, but shall not be obligatedrequired to, to do make such acts repairs and expend such funds replacements for Tenant 1, and the expense thereof shall constitute and be collectable as additional rent, together with interest thereon at the expense rate of eighteen percent per annum until paid. Tenant as are reasonably required to perform such work1 shall not allow or permit any waste on the leased premises, and shall keep the leased grounds (Main Street frontage inclusive, excluding alley & parking area) free from accumulations of trash or debris. The Landlord shall have no liability to Tenant be responsible for any reasonable damage, inconvenience or interference with Tenant's use periodic washing of the Premises as a result of performing any such work. (3) Landlord will maintainMain Street façade. Tenant 1 shall be responsible for ground floor elevation snow removal, repair watering and replace all structural components maintaining the landscaped area within Main Street associated with the leased premises. Tenant 1 shall be solely responsible for completing permitting of the Premises leased space and the roof of the Buildingmodifying any existing walls, and if a repairelectrical, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principlesglass, then it shall be Landlord's responsibility to promptly make and pay for such repairceiling, replacementplumbing, alteration or other changeetc. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, installed in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseleased area.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, shall at Tenant's sole cost and expense, maintain expense keep the Premises in good order, condition and repair; damage thereto from causes beyond the reasonable control of Tenant and ordinary wear and tear excepted. All damage or injury to the Premises or the Building in which the same are located, caused by the act or negligence of Tenant, its employees, agents or visitors, shall be promptly repaired by Tenant at its sole cost and expense, to the satisfaction of Landlord. Landlord may make any repairs which are not promptly made by Tenant and charge Tenant for the cost thereof. Tenant shall upon the expiration of sooner termination of the term hereof surrender the Premises to Landlord in the same condition as when construction of Tenant Improvements was completed, ordinary wear and tear and damage by fire and casualty excepted, including: from causes beyond the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense reasonable control of Tenant as are reasonably required to perform such workexcepted. Landlord shall have no liability obligation to shampoo or replace the carpeting or draperies of the Premises during the term or any extension thereof. Landlord shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof, and the parties hereto affirm that that Landlord has made no representations to Tenant respecting the condition of the Premises or the Building except as specifically herein set forth. (b) Anything contained in the foregoing Paragraph (a) to the contrary notwithstanding, Landlord shall repair and maintain the structural portions of the Building, including the basic plumbing, air conditioning, and electrical systems installed or furnished by Landlord. If such maintenance and repairs are caused in part or whole by the act, neglect, fault or omission of any duty by Tenant, its agents, servants, employees or visitors, Tenant shall pay to Landlord upon demand the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any reasonable damagefailure to make any such repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Except as provided in Article 19 hereof, inconvenience there shall e no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or 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 waives the right to make repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion under Subsection 1 of Section 1932, Sections 1941 and 1942 of the Premises unusable for more than three consecutive business daysCalifornia Civil Code, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servantsother such law, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusabilitystatute, or (iii) where the repair ordinance now or hereafter in question is one which Tenant is obligated to furnish under the provisions of this Leaseeffect.

Maintenance and Repairs. Except as provided below, Tenant at its ----------------------- expense will keep the Property and the adjoining sidewalks, curbs, landscaping and all means of access to the Property in good and clean order and condition (1) Except for matters specified under Paragraph 4 above including painting the exterior of the Building at least one time every four years following the Rental Commencement Date), subject to ordinary wear and Paragraph 8A(3) below as being tear, and will promptly, at its own expense, make all necessary or appropriate repairs, replacements and renewals thereof, whether interior or exterior, ordinary or extraordinary, foreseen or unforeseen. All repairs, replacements and renewals shall be at least equal in quality, utility and class to the original condition of the Property. Not less frequently than annually, Tenant shall cause an inspection of the Building Systems to occur and shall cause any customary annual maintenance to be performed to the Building Systems. At Landlord's obligationrequest, Tenant shallshall deliver to Landlord reasonable evidence that any such inspection or maintenance has occurred for the most recent annual period. Notwithstanding the foregoing, Landlord, at Tenant's sole cost and its expense, shall: (a) keep and maintain the Premises structural elements of the Building in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: except to the interior surfaces extent any maintenance or repair thereof is required because of the ceilingsnegligence or willful misconduct of Tenant (and Landlord does not receive insurance proceeds therefor). (As used herein, walls the term "structural elements of the Building" shall include, without limitation, foundations, footings, floor slabs, walls, structural or exterior roof structure, roofing and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises.roof membrane); (2b) In enforce roof guaranties to maintain in good order and repair, including replacing, as necessary, the event that Tenant fails roofing and roof membrane for a period of ten (10) years commencing on the Commencement Date; (c) repair any latent defects in the Improvements; (d) perform any repairs or replacements, as necessary, to remedy any violation of any warranty provided in Section 6 hereof; (e) perform any capital repairs, capital replacements and capital improvements (as defined by GAAP) required to maintain the Premises Building Systems; (f) so long as Landlord is also the owner of any land over which any easements appurtenant to the Property are located, maintain such easement areas located on land owned by Landlord in good order, condition and repair repair; and (g) so long as required Landlord is also the owner of any land adjacent to the Property, maintain such adjacent land owned by Landlord in a safe and presentable condition. In addition to all of the foregoing, if Tenant is otherwise obligated under this Lease, Landlord shall give Tenant prior written notice Section 7 to do such acts as are required to so maintain bear the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the item whose useful life of such item and Tenant agrees to pay its percentage share (which shall be as determined by dividing in accordance with GAAP) exceeds the square footage remainder of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Lease Term (excluding extensions thereof unless Tenant shall do all acts required have previously exercised its extension option pursuant to comply with all applicable lawsSection 36 hereof), ordinancesthen, regulations and rules notwithstanding any other provision of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event cost of such improvement item shall be prorated over its reasonably estimated useful life, and the portion that is attributable to the need for repairs or the making period of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion time after expiration of the Premises unusable for more than three consecutive business days, then Lease Term (excluding extensions thereof unless Tenant shall have previously exercised its extension option pursuant to Section 36 hereof) shall be entitled borne by Landlord and paid to an abatement of rent commencing with the fourth business day that the same are unusable; providedTenant promptly following Tenant's written demand therefor. Prior to incurring any such cost for any capital item, however, Tenant shall deliver written notice to Landlord that Tenant is considering incurring such capital cost, and Tenant shall consult with Landlord before incurring such cost. The foregoing sentence is a requirement that Tenant consult with Landlord only, and shall not be entitled understood to a pro rata abatement provide Landlord with any approval right over Tenant's incurring any such capital cost. Landlord shall assign to Tenant for the term of rent under this Lease the foregoing due benefit of all assignable warranties available to unusability (i) caused directly or indirectly by any act or omission Landlord which would reduce the cost of performing the obligations of Tenant or to make repairs under this Section 7. Landlord shall cooperate with Tenant in the enforcement of such warranties. Notwithstanding any of Tenant's servantsprovision hereinabove to the contrary, employeesTenant shall have the right, agentswith respect to any repair obligations imposed on Landlord, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes to perform such unusability, or (iii) where the repair in question is one which Tenant is obligated lieu of Landlord and to furnish under be reimbursed by Landlord, upon demand, for the provisions costs of this Leasesuch repair.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant Landlord shall, throughout the Lease Term, Maintain in a manner which shall at Tenant's sole cost all times be consistent with first class laboratory/office/warehouse/shipping facilities in the Philadelphia metropolitan area: (i) the exterior walls, footings, foundations, structural steel columns and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces girders of the ceilingsBuilding; (ii) the Building roof, walls (iii) all utility connections, systems and floors; all doors and interior windows; furnishings installed within equipment up to the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use main utility rooms of the Premises as a result Building (and in the case of performing any such work. (3) Landlord will maintainsanitary sewer, repair and replace all structural components along the length of the Premises Building as described in Section 7(a) hereof), (iv) the exterior finishes and the roof windows of the Building, and if (v) the parking areas, sidewalks and landscaping on the Premises. Landlord shall also be responsible for snow and ice removal from the parking areas and sidewalks on the Premises If Tenant becomes aware of any condition that is Landlord’s responsibility to Maintain, Tenant shall promptly notify Landlord of the condition. (b) Tenant shall, throughout the Lease Term, Maintain the interior of the Building and all of the Building systems in a repairmanner which shall at all times be consistent with first class laboratory/office/warehouse/shipping facilities in the Philadelphia metropolitan area (c) Alterations, replacement or alteration or other change would be considered a capital improvement or replacement repairs and replacements to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result necessary because of Tenant's ’s Alterations or installations, any use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely or circumstances special or particular to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any its Agents shall be made at the sole expense of Tenant's servants. (d) Tenant shall, employeesat its sole cost and expense, agentsobtain trash removal and janitorial services for the Premises. Tenant shall maintain and clearly label all disposal containers for all Hazardous Materials and Biological Materials separate and apart from normal trash receptacles and shall provide a separate, contractorsclearly identified area within the portion of the Premises used for cGMP, visitors manufacturing and laboratory purposes for such containers. Without limiting the effect of Section 10(d) below, no trash that constitutes or licenseescontains any Hazardous Materials or Biological Materials may be disposed of in trash receptacles located in that portion of the Premises used for general office space. Any and all contractors engaged by Tenant to remove and dispose of trash comprising Hazardous Materials or Biological Materials shall be bonded and licensed in accordance with applicable Laws, (ii) where and a copy of each such contractor’s licenses and bond shall be provided by Tenant makes a decoration, alteration, improvement to Landlord on or addition which directly causes such unusability, or (iii) where before the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.Commencement Date

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above Landlord makes no representations and Paragraph 8A(3) below as being Landlord's obligation, provides no warranties of fitness to Tenant shallof the condition of the Premises nor of any systems in the Premises. Tenant accepts the premises in its current AS IS condition and Tenant acknowledges that Xxxxxx has inspected the Premises and accepts the Premises in its current AS IS condition. Tenant, at Tenant's Tenants sole cost and expense, maintain shall make repairs necessary, if any, but subject to prior approval of same by Landlord. Landlord shall not be obligated to perform any routine maintenance to the Premises HVAC system, which maintenance shall remain the obligation of Tenant as set forth below, and in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: no event shall Landlord have any obligation to perform any repairs or replacements to the interior surfaces HVAC system arising as a result of the ceilings, walls and floors; all doors and interior windows; furnishings installed within acts or omissions of Tenant (including any failure of Tenant to perform Tenant’s required maintenance of the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair HVAC system as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premisesset forth below). In the event that the compressor which is a part of the air conditioning system is replaced during that time period, then in such event Landlord shall assign all warranties to Tenant fails to commence such work within 30 days and shall not be responsible for the maintenance of the HVAC system (b) At its expense, Tenant shall maintain, repair and replace in good condition and repair all structural and non-structural portions of the Premises, including, without limitation, the foundation and interior walls of the Premises, and the mechanical systems, HVAC systems, plumbing and electrical systems serving the Premises. If, after written demand by notice from Landlord, and diligently prosecute it Xxxxxx fails or refuses to completionmake any repairs or provide any maintenance required of Tenant under this Lease, then Landlord shall have the rightLandlord, may, but shall not be obligatedobligated to, make or cause the repairs to do such acts be made or maintenance to be provide, and expend such funds at Tenant shall pay the expense of full cost to Landlord upon demand as additional rent. Tenant as are reasonably required to perform such work. shall keep in full force and effect a contract with a reputable heating contractor approved in advance in writing by Landlord shall have no liability to Tenant for any reasonable damagenot less than the semiannual inspection, inconvenience or interference with Tenant's use maintenance and repair of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to HVAC system serving the Premises, except including oiling, filter changes, required compliance with any environmental laws, rules, regulations, ordinances with respect to the extent that the foregoing are solely a result of Tenant's use of the Premisessuch systems, and similar maintenance and minor repair procedures. Tenant shall do all acts required furnish a current copy of said contract to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of landlord during the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions entire term of this Lease. (c) Except as otherwise expressly provided in this Lease, Tenant acknowledges that Landlord shall not be required to improve the Premises, and Xxxxxx accepts the Premises “AS IS,” “WHERE IS” and “WITH ALL FAULTS” and agrees that neither Landlord nor any of its agents or employees have made any other representations or warranties, either written or oral, express or implied, with respect to the condition, suitability, state of repair or zoning of the premises.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallMortgagor, at Tenant's its sole cost cost, shall make all repairs, renewals, replacements, servicing and expense, reconstruction that are necessary to maintain the Premises Mortgaged Property in good order, condition and repair. Immediately following the occurrence of any casualty or other loss, ordinary wear Mortgagor promptly will undertake all restoration required or desirable and tear will pursue it diligently to completion. Mortgagor shall (i) promptly comply with all laws, governmental regulations and damage public or private restrictions or easements, or both, of any kind affecting the Mortgaged Property or requiring any alterations or improvements to be made thereon, and (ii) not commit, suffer or permit any act upon the Mortgaged Property in violation of any law, subject to Mortgagor’s right to contest the same in good faith to conclusion, as provided in Paragraph 8 of this Mortgage. If any public agency or authority requires or commences any proceedings for the demolition or removal, or both, of any improvements or portions thereof comprising the Mortgaged Property due to non-compliance with health, safety, fire or building codes, then, unless Mortgagor undertakes to contest such action in the manner provided in Paragraph 8 above and pursues such contest to a successful conclusion, such action will constitute a Default under this Mortgage. Mortgagee and any persons authorized by fire and casualty exceptedMortgagee may enter the Mortgaged Property at all reasonable times with prior notice for inspections or for any other lawful purpose. If Mortgagor fails to comply with the requirements of this Paragraph, including: then Mortgagee, without waiving the interior surfaces option to foreclose, may take some or all measures Mortgagee reasonably deems necessary or desirable for the maintenance, repair, preservation or protection of the ceilingsMortgaged Property, walls and floors; all doors any expenses reasonably incurred by Mortgagee in so doing shall become part of the Debt secured hereby, and interior windows; furnishings installed within the Premises; all equipment installed by or shall, at the expense option of Tenant; Mortgagee, become immediately due and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordpayable, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds bear interest at the expense of Tenant as are reasonably required to perform such workDefault Rate specified in the Note. Landlord Mortgagee shall have no liability obligation to Tenant care for any reasonable damageor maintain the Mortgaged Property, inconvenience or, having taken some measures therefor, to continue same or interference with Tenant's use of the Premises as a result of performing any such worktake other measures. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above By taking possession of the Premises Tenant ----------------------- agrees that the Premises are then in a rentable and Paragraph 8A(3) below as being Landlord's obligation, good condition. During the term of this Lease Tenant shallshall take good care of the Premises and, at Tenant's sole cost and expense, but under the direction of Landlord, shall repair and maintain the Premises, including the interior walls and ceilings of the Premises, those portions of the "Building Systems" (as defined below) located within the Premises, the Suite Improvements, and the Alterations on the Premises, in a first class condition, and keep the Premises in a clean and orderly condition, so as to return Premises to Landlord in the same condition as when taking possession, except for reasonable wear and tear. As a material part of the consideration for this Lease, Tenant hereby waives the provisions of California Civil Code Sections 1932(1), 1941 and 1942 or any other applicable existing or future law, ordinance or governmental regulation permitting Tenant to make repairs at the Landlord's expense. Landlord shall maintain or cause to be maintained in reasonably good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces structural portions of the ceilingsroof, foundations, floors and exterior walls of the Building, the equipment and floorsfacilities by which utilities and services are provided and the public and common areas of the Building, such as elevators, stairs, corridors and restrooms; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbingprovided, heatinghowever, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain shall pay the cost of repairs for damage occasioned by Tenant's mis- use of the Premises in good orderor the Building or any act or omission of Tenant or Tenant's employees, condition agents, contractors and repair as required under this Leaselicensees (collectively Tenant's "Representatives") or Tenant's customers, guests or invitee (collectively Tenant's "Visitors"). Landlord shall give Tenant prior written notice be under no obligation to do such acts as are required to so maintain inspect the Premises. In the event that Tenant fails shall promptly report in writing to commence such work within 30 days after written demand by LandlordLandlord any obvious and apparent defective condition known to it which Landlord is required to repair, and diligently prosecute it failure to completion, then so report such defect shall make Tenant responsible to Landlord for any liability incurred by Landlord by reason of such condition. Landlord shall have use all reasonable efforts to repair as soon as deemed reasonable. Landlord hereby reserves the right, but shall not be obligatedat any time and from time to time, without the same constituting an actual or constructive eviction, to do such acts make alterations, additions, repairs, improvements to or in or to decrease the size of area of, all or any part of the Building, the fixtures and expend such funds at equipment therein, the expense heating, ventilation, air-conditioning, plumbing, electrical, fire protection, life safety, security and mechanical systems of Tenant as are reasonably required the Building ("Building Systems"), the common areas and all other parts of the Building, and to perform such workchange the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and other public parts of the Building. Landlord shall have no liability use reasonable effort to Tenant for any reasonable damage, inconvenience or minimize interference with Tenant's use of the Premises as a result of performing any such workor Building. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallTenant, at Tenant's sole cost and its expense, maintain shall keep the Premises neat, orderly, safe, and clean (as described later in good order, condition this Paragraph) and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; promptly shall make any and all plumbing, heating, ventilating, electrical repairs and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating replacements to the Premises, except to the extent that Building and the foregoing are solely fixtures and equipment constituting a result of Tenant's use of part thereof, and to the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is Common Areas which may be required as a result of Tenant's negligence and such repair cost is not covered by insurance proceedsany malicious, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs willful or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any negligent act or omission of Tenant or any of Tenant's contractors, concessionaires, licensees, agents, servants, invitees, employees, agentsor anyone else for whom Tenaxx xxx be responsible. Tenant, contractorsat its expense, visitors also shall maintain, repair and replace any special heating, ventilating, air conditioning and related systems added by Tenant to serve the Premises (eg: special temperature or licenseeshumidity controls for computer room). Tenant shall, at its expense, provide all light bulbs for the Premises, (iiexcept for nominal light bulbs and/or lighting furnished and installed by Landlord as described in paragraph 3), but Landlord shall install such light bulbs provided by Tenant. Landlord shall operate, manage, repair, and maintain (1) where Tenant makes a decorationthe Common Areas, alteration(2) the roof, improvement or addition which directly causes foundation, exterior walls, and other structural elements of the Building, and (3) the heating, air conditioning, sprinkler, sewer, plumbing, fluorescent lights and electrical systems serving the Building, subject to Tenant's obligations with respect to Tenant's share of the costs of such unusabilityoperation, or (iiimanagement, repair, and maintenance as provided in paragraph 3(b) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.lease. Landlord shall also make all non-structural repairs and replacements of any kind which become necessary to the Premises during the term of this lease so as to keep the Premises in good condition and repair and shall maintain and keep in good repair the electrical and plumbing fixtures located within the Premises and sewer drains immediately related to such plumbing fixtures,

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall6.1 Landlord shall make, at Tenant's Landlord’s sole cost and expense, all repairs and replacements necessary to maintain the structural, plumbing, HVAC and electrical systems, building systems, exterior doors and windows, floors (except carpeting), provided however Landlord shall remain responsible for latent defects in the carpet not to exceed one (1) year and all other items which constitute a part of the Building and Leased Premises and are installed or furnished by Landlord. Landlord shall commence complete such repairs and replacements, if necessary, as promptly as the circumstances reasonably permit and in good orderno event later than thirty (30) days of Landlord’s receipt of written notice from Tenant that such repairs are needed and thereafter shall diligently pursue the same to completion with reasonable promptness. Maintenance of the electrical systems shall include replacement of light bulbs, condition ballasts and repairfixtures, as necessary, and maintenance of the Leased Premises shall include maintenance and repair to the Building and the common areas and the land around Building under the control of Landlord. 6.2 Except as due to the sole and gross negligence of Landlord or willful misconduct of Landlord, its employees or agents, as Landlord is obligated for repairs as provided hereinabove, Tenant shall make, at Tenant’s sole cost and expense, all repairs necessary to maintain the Leased Premises and shall keep the Leased Premises and the fixtures therein in neat and orderly condition, ordinary wear and tear and damage by fire and casualty excepted. If Tenant refuses or neglects to make such repairs, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it the same to completion, then after written notice from Landlord shall have of the rightneed therefor and a reasonable opportunity to cure, but shall not be obligated, to do Landlord may make such acts and expend such funds repairs at the expense of Tenant and such expense, along with a fifteen (15%) percent service charge, shall be collectible as are reasonably required additional rent. 6.3 Except as due to perform such work. gross negligence by Landlord, its agents, contractors or employees, Landlord shall have no liability not be liable by reason of any injury to Tenant for any reasonable damage, inconvenience or interference with Tenant's use ’s business arising from the making of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement repairs in accordance with this Article in or alteration or other change would be considered a capital improvement or replacement to the Leased Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 aboveor to any appurtenances or equipment therein. Landlord shall do all acts required to comply interfere as little as reasonably practicable with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result conduct of Tenant's use of the Premises’s business. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant There shall be entitled to an no abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement because of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaserepairs.

Maintenance and Repairs. (1) Except for matters specified casualty damage to be repaired by Landlord under Paragraph 4 above Article 11, or otherwise to be performed by Landlord under this Sublease, Subtenant shall keep and Paragraph 8A(3maintain (or cause to be kept and maintained) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good orderand sanitary condition, condition working order and repair, ordinary wear in compliance with all applicable Laws as described in Article 7, and tear as required under other provisions of this Sublease, including the Rules (including any carpet and damage by fire other flooring material, paint and casualty exceptedwall-coverings, including: the doors, windows, ceilings, interior surfaces of walls, lighting (including lamps, bulbs, ballasts and starters), plumbing and other fixtures, alterations, improvements, systems and equipment in or exclusively serving the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment Premises whether installed by Landlord or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the PremisesSubtenant). In the event that Tenant fails any repairs, maintenance or replacements are required, Subtenant shall promptly notify Landlord and arrange for the same either: (i) through Landlord for such reasonable charges as Landlord may establish from time to commence such work time, payable within 30 ten (10) days after written demand billed, or (ii) at Landlord's option, by Landlord, and diligently prosecute it to completion, then engaging such contractors as Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required first designate or approve in writing to perform such work, all in a first class, workmanlike manner approved by Landlord in advance in writing and otherwise in compliance with Article 9 respecting "Work". Subtenant shall promptly notify Landlord shall have no liability to Tenant concerning the necessity for any reasonable damagerepairs or other work hereunder, inconvenience or interference with Tenant's use and upon completion thereof., Subtenant shall pay Landlord for any repairs, maintenance and replacements to areas of the Premises Property outside the Premises, caused as a result of performing moving any such work. (3) furniture, fixtures, or other property to or from the Premises. Except as provided in the preceding sentence, or for damage covered under Article 11, Landlord will maintain, repair and replace all structural components shall keep the common areas of the Premises Property in good and sanitary condition, working order and repair (the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth included in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseExpenses).

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain throughout the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces term of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components take good care of the Premises and the roof fixtures and appurtenances therein. Tenant shall be responsible for all damage or injury to the Premises or any other part of the Building and the systems and equipment thereof, requiring nonstructural repairs caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant’s subtenants, agents, employees, invitees or licensees, or which arise out of any work, labor, service or equipment done for or supplied to Tenant or any subtenant or arising out of the installation, use or operation of the property or equipment of Tenant or any subtenant. Tenant shall also repair all damage to the Building and the Premises caused by the moving of Tenant’s fixtures, furniture and equipment. Tenant shall promptly make, at Tenant’s expense, all repairs in and to the Premises for which Tenant is responsible, using only the contractor for the trade or trades in question, selected from a list of at least two contractors per trade submitted by Landlord or other reputable contractor reasonably approved by Landlord. Landlord shall maintain in good working order and repair the exterior and the structural portions of the Building, including the structural portions of its Premises, and if a repairthe public portions of the Building interior and the Building plumbing, replacement or alteration or electrical, heating, air conditioning and ventilating systems, sanitary, life safety, sprinkler, mechanical, security and other change would base building systems serving the Premises and shall be considered a capital improvement or replacement responsible for repair of any damage to the Premises under generally accepted accounting principles, then it shall for which Tenant would otherwise be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration responsible if caused by the willful acts or other changegross negligence of Landlord or its agents or contractors. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (give prompt notice of any defective condition in the Premises for which Landlord may be responsible hereunder. Except as hereinafter set forth, there shall be determined no allowance to Tenant for diminution of rental value and no liability on the part of Landlord by dividing the square footage reason of inconvenience, annoyance or injury to business arising from Landlord or others making repairs, alterations, additions or improvements in or to any portion of the Building by or the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth Premises or in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premisesfixtures, except to the extent that the foregoing are solely a result of Tenant's use of the Premisesappurtenances or equipment thereof. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair It is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, specifically agreed that Tenant shall not be entitled to a pro rata abatement any setoff or reduction of rent under by reason of any failure of Landlord to comply with the foregoing due to unusability (i) caused directly or indirectly by any act or omission covenants of Tenant this or any other article of this Lease. Tenant agrees that Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes ’s sole remedy at law in such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the instance will be by way of an action for damages for breach of contract. The provisions of this LeaseArticle 5 shall not apply in the case of fire or other casualty which are dealt with in Article 13 hereof. (b) Landlord shall use reasonable efforts to perform any work under this Lease expeditiously and in a manner designed to minimize interference with Tenant’s normal business operations in the Premises; and, except in the case of emergency, upon reasonable notice to Tenant; provided, however, that in no event shall Landlord be obligated to perform any such work on an overtime basis. Upon the completion of any such work by Landlord as provided in this Article 5, the rentable area of any floor of the Premises shall not have been reduced except to a de minimis extent unless required by law (and in which case the Fixed Rent shall be proportionately reduced), and Landlord agrees to repair, at its expense, any damage to the Premises resulting from such work to the condition existing immediately prior to the performance thereof.

Maintenance and Repairs. Landlord will be responsible for all repairs and maintenance to the Premises and Community, with the exception of (1i) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at any repairs necessitated by Tenant's sole cost and expenseintentional acts, maintain negligence or misuse of the Premises in good order, condition and repair, or damage (other than ordinary wear and tear tear) caused by Tenant or its guests or invitees; (ii) the replacement from time to time, as needed, of batteries in the smoke detectors in the Premises which will be the responsibility of Tenant and damage by fire and casualty excepted(iii) the replacement from time to time, including: as needed, of light bulbs in the interior surfaces of Premises with compact fluorescent light bulbs, which will be the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense responsibility of Tenant; and all plumbing. Tenant must promptly notify Landlord, heatingor its agent, ventilatingin writing, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails of any necessary repairs which need to be performed by Landlord which are necessary to maintain the Premises in good order, tenantable condition and repair as required or otherwise to comply with Landlord's obligations under this LeaseLease Agreement. Failure by Tenant to notify Landlord of needed repair and/or maintenance that results in damage that would have been mitigated by prompt notification will be the responsibility of the Tenant. Landlord will, upon actual receipt of such notification, act with reasonable diligence in making such repairs, and this Lease Agreement will continue. Rent will not be abated prior to completion of the repairs. Landlord shall give must be promptly reimbursed by Tenant for all costs and/or require Tenant to pay in advance for repairs or replacements necessitated by the intentional act, negligent act, or misuse of the Premises or Community or any items furnished by Landlord by Tenant or Tenant's agents, guests or invitees, prior written notice to do making such acts as are required repairs and such charges will be deemed additional rent hereunder. Landlord may temporarily interrupt utility services to so maintain the PremisesPremises to avoid damage to any portion of the Property or to perform maintenance to any portion of the Property. Tenant must keep the Premises and the items furnished by Landlord in good and clean condition. In the event that Landlord determines, at any time during the Term, that Tenant fails is responsible for any repairs or damage to commence such work within 30 days after written demand by LandlordTenant's Share Residence, Premises or the Community (other than ordinary wear and diligently prosecute it to completiontear) , then Landlord shall have the rightmay make written demand on Tenant (and, but shall not be obligatedat Landlord's discretion, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant Guarantor) for any reasonable damage, inconvenience or interference with Tenant's use payment of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Buildingdamages, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to due upon the Premises, except to the extent that the foregoing are solely a result of Tenant's use due date of the Premisesnext month's Periodic Installment Payment, or if this Lease Agreement has terminated, within thirty (30) days of receipt of Landlord's demand. Tenant shall do In the event the Landlord is unable to confirm which tenant (or its guests or invitees) caused the damage, then Landlord may seek reimbursement from all acts required to comply with all applicable lawsof the tenants occupying the Shared Residence, ordinances, regulations and rules of any public authority relating solely including but not limited to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence , and all such repair cost is not covered by insurance proceeds, Tenant tenants will pay be jointly and severally liable to Landlord for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseand replacements.

Maintenance and Repairs. (a) Landlord agrees to make and pay for all structural repairs, to exterior walls, structural columns and systems and the structural floor of the Building which collectively enclose or affect the Premises including without limitation, structural support portions of the roof, foundation, structure supports, and walls. Landlord further agrees to make and pay for all repairs to the interior of the Premises which may be of a structural nature and which are not made necessary by the negligent use of the Premises by Tenant, and such other repairs structural or otherwise, to the interior of the Building as may be necessary by (1) Except Landlord shall be liable for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationdamages sustained by Tenant, Tenant shall, at including damage to Tenant's sole cost trade fixtures, supplies, inventory and expense, maintain other property on the Premises in good order(unless covered by insurances Tenant is required to furnish under the provisions of Article 4 Insurance) resulting from the failure of Landlord to make any repairs required to be made by Landlord; provided, condition and repairhowever, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces Landlord shall not be so liable unless Tenant has given written notice to Landlord of the ceilings, walls need for such repairs and floors; all doors and interior windows; furnishings installed within Landlord has failed to make the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premisessame with due diligence. (2) In Landlord agrees that if in an emergency it shall become necessary to make any repairs thereby required to be made by Landlord and Landlord cannot be timely notified of the need for such emergency repairs; or in the event that Tenant Landlord fails to maintain make repairs it is obligated to make pursuant to this article, Tenant may, at its option, have the Premises repairs made and pay the cost thereof and in good order, condition such event Landlord agrees to reimburse Tenant within thirty (30) days after receipt from Tenant of true and repair as required under this Leasecorrect copies of any reasonable invoices and/or reasonable billing statements received by Tenant from the persons making any such repairs providing said amounts do not exceed the reasonable value for the work performed and the materials supplied. If Landlord fails to do so, Landlord shall give will also pay Tenant prior written notice interest on such amounts at the Default Interest Rate until paid. The rights of Tenant hereunder specifically do not include the right to do such acts as are required to so maintain the Premisesoffset or deduct any amounts claimed hereunder from rentals due. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have reserves the right, but shall not be obligatedafter reasonable notice to Tenant, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of enter upon the Premises as (in a result manner that will not unnecessarily interfere with the business of performing Tenant) during business hours at any such worktime to inspect the same and to make necessary repairs to fulfill Landlord's obligation hereunder. (3) Landlord will maintain, repair and replace all structural components shall be responsible for the initial painting of the Premises improvements and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it Tenant shall be Landlord's responsibility responsible for painting thereafter. Landlord shall not be responsible for any (b) Tenant agrees to promptly make and pay for such repairall other maintenance and repairs which are not the responsibility of Landlord, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, including painting of interior walls, maintenance, repair and replacement of equipment, the roof, interior walls, wires, conduits, sewers, drains and other utility facilities, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations for such maintenance and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required repairs as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent defined under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseArticle 11.

Maintenance and Repairs. (1) Except All ordinary and customary maintenance, repairs and replacements to the Leased Premises shall be performed by Tenant, at its own expense, including all necessary repairs to pipes, heating systems, plumbing systems, electrical systems, window glass, doors, fixtures, interior decorations, and all other appliances and appurtenances. Such repairs ordinary as well as extraordinary, shall be made promptly, as and when necessary. All such repairs and replacements shall be in quality and class at least equal to the original work. On default of the Tenant in making such repairs or replacements, the Landlord may, but shall not be required to, make such repairs and replacements for matters specified under Paragraph 4 above the Tenant's account, and Paragraph 8A(3) below the expense shall constitute and be collectable as being Landlordadditional rent, together with interest thereon at the rate of twelve percent per annum until paid. Landlord shall be responsible for maintaining the structural components of the Leased Premises including but not limited to, the roof, foundation, exterior walls and interior support systems unless caused by Tenant's obligationact or negligence, in which case, Tenant shallshall pay for all necessary repairs and replacements to the extent not covered by insurance. Tenant shall be responsible for and pay for the routine maintenance of the Leased Premise's asphalt and concrete areas including the ingress and egress areas, at parking lots and storage areas. For that purpose, routine maintenance shall be limited to sealing cracks in the asphalt and concrete to the extent that such cracks can effectively be repaired by sealing. In addition, Tenant shall be responsible for any damages Tenant or Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails invitees cause to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premisesthese areas. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordthese areas need other than routine maintenance repairs, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of invitees have not caused the Premises as a result of performing any need for such work. (3) repairs, Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay responsible for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premisesrepairs. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of not allow or permit any public authority relating solely to Tenant's use waste of the Leased Premises. If a repair is required as a result , and shall keep the leased grounds free of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs trash or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasedebris.

Maintenance and Repairs. (1) 8.1 Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationprovided in Section 8.3 below, Tenant shall, at Tenant's sole cost will keep and expense, maintain the Premises and all fixtures and equipment located therein in clean, safe and sanitary condition, will take good ordercare thereof and make all required repairs thereto, and will suffer no waste or injury thereto. At the expiration or other termination of the Lease Term, Tenant shall surrender the Premises, broom clean, in the same order and condition and repairin which they are in on the Lease Commencement Date, ordinary wear and tear and unavoidable damage by fire the elements excepted. Landlord, at its cost, shall provide replacement tubes for all fluorescent light fixtures in the Premises on the Lease Commencement Date. All other bulbs, tubes and casualty exceptedlighting fixtures for the Premises shall be provided and installed by Landlord at Tenant's cost and expense. 8.2 Except as otherwise provided in Article XVII hereof, including: all injury, breakage and damage to the interior surfaces Premises and to any other part of the ceilingsOffice Complex caused by any act or omission of Tenant, walls or of any agent, employee, subtenant, contractor, customer or invitee of Tenant, shall be repaired by and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the sole expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event except that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligatedat its option, to do make such acts repairs and expend such funds at to charge Tenant for all costs and expenses reasonably incurred by Landlord in light of the expense urgency, as determined by Landlord in its sole judgment, of the repairs, solely in connection therewith as additional rent hereunder. The liability of Tenant as are reasonably required to perform for such work. costs and expenses shall be reduced by the amount of any insurance proceeds received by Landlord on account of such injury, breakage or damage. 8.3 Landlord shall have no liability to Tenant for any reasonable damagekeep and maintain the exterior and demising walls, inconvenience or interference with Tenant's use foundations, roof and common areas that form a part of the Premises as a result of performing any such work. Building (3) Landlord will maintainincluding the windows, repair and replace all structural components of the Premises elevators, base sprinkler system), and the roof mechanical, electrical, HVAC, plumbing and other operational systems of the Building, pipes and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to conduits that are provided by Landlord in the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage operation of the Building or, on a non-exclusive basis, the Premises in clean, safe, sanitary and operating condition in accordance with standards customarily maintained by first-class office buildings in the square footage of Bethesda, Maryland area, and will make all buildings benefitted by such improvement, including the Building) required repairs thereto. All common or public areas of the annual amortized amount. Such payment will Office Complex and the land upon which it is situated (including without limitation the first floor lobby area and the exterior landscaping) shall be made maintained by Tenant as set forth Landlord in Paragraph 4 above. Landlord shall do all acts required to comply accordance with all applicable lawsstandards customarily maintained by first-class office buildings in the Bethesda, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the PremisesMaryland area. Tenant shall do all acts required to comply promptly provide Landlord with all applicable laws, ordinances, regulations and rules written notice of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the defect or need for repairs in or about the Office Complex or the making Building of repairs (or both) which Landlord Tenant is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusableaware; provided, however, that Tenant Landlord's obligation to repair hereunder shall not be entitled limited to a pro rata abatement matters of rent under the foregoing due to unusability (i) caused directly or indirectly which it has been given notice by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) A. Landlord's Obligations ---------------------- Except for matters specified under Paragraph 4 above special or non-standard systems and Paragraph 8A(3) below as being Landlordequipment installed for Tenant's obligationexclusive use, Tenant Landlord shall, at Landlord's initial cost and expense subject to reimbursement by Tenant of Tenant's sole Proportionate Share of such cost and expenseexpense as an Operating Cost, maintain the Premises keep in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Leasethe heating, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, ventilating and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts air conditioning and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of other mechanical systems which service the Premises as a result well as other premises within the Building; the foundations, exterior walls, structural condition of performing any such work. (3) Landlord will maintaininterior bearing walls, repair and replace all structural components roof of the Premises and Building; and the roof parking lots, walkways, driveways, landscaping, fences, signs and utility installations and other Common Areas of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 aboveProject. Landlord shall do all acts required not be in breach of its obligations under this Section unless Landlord fails to comply with all applicable lawscommence, ordinanceswithin three (3) days after written notice of a need for such repairs or maintenance is given to Landlord by Tenant, regulations and rules of to thereafter diligently prosecute to completion, any public authority relating repairs or perform maintenance which it is obligated to the Premisesperform hereunder, except to the extent that the foregoing are solely a result of and such failure materially and adversely affects Tenant's use of business operations in the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled required to a pro rata abatement of rent under the foregoing due to unusability (i) make any repairs for damage caused directly or indirectly by any negligent or intentional act or omission of Tenant or any person claiming through or under Tenant or any of Tenant's servants, employees, agentssuppliers, contractorsshippers, visitors customers or licenseesinvitees, unless Tenant or another party agrees to pay Landlord for Landlord's actual costs therefor, or unless Landlord elects to file an insurance claim as provided in Section B below; otherwise, Tenant shall, with the consent and under the direction of Landlord, repair such damage at its sole cost and expense. Tenant hereby waives and releases any right it may have to make repairs to the Premises, Building or Project at Landlord's expense under any law, statute, ordinance, rules and regulations now or hereafter in effect in any jurisdiction in which the Project is located. Tenant understands that, due to the seven days a week, twenty-four hours a day nature of Tenant's business, Landlord may find it necessary to temporarily interrupt utility and other Building services in order for Landlord to perform periodic or other necessary repair, maintenance and replacement activities. Except in the case of emergency, Landlord will (i) use all reasonable efforts to minimize any interference in Tenant's business operations, (ii) where in connection with scheduled maintenance or repair when Landlord anticipates that electrical service will be interrupted for a period of time less than one (1) hour, provide Tenant makes a decorationand Tenant's facility manager previously identified to Landlord with not less than two (2) hours prior notification, alteration, improvement or addition which directly causes such unusability, or and (iii) where in connection with scheduled maintenance or repair when Landlord anticipates that electrical service will be interrupted for a period of time of one (1) hour or longer, provide Tenant and Tenant's facility manager previously identified to Landlord with not less than ten (10) days prior notification, and at Tenant's request and if reasonably able to do so, Landlord will perform such scheduled maintenance and repair (anticipated to cause an electrical interruption of greater than one (1) hour) during the repair in question is one which Tenant is obligated to furnish under the provisions midnight shift of this LeaseTenant's employees or at such other time as may be reasonably requested by Tenant.

Maintenance and Repairs. (1A) Lessee shall keep the Leased Premises in good condition, reasonable wear and tear excepted, and shall, in the use and occupancy of the Leased Premises, conform to all laws, orders and regulations of the Federal, State and Municipal governments, or any of their departments, and regulations of the New York Board of Fire Underwriters, applicable to the Premises. Lessee shall not be required to perform any maintenance, repairs or replacements necessitated by the negligence of Lessor, its servants, agents, or employees, or structural defects or deficiencies in the Building, or by fire, or other casualty. (B) Except for matters specified under Paragraph 4 such maintenance, repairs, and replacements as are required by (A) above to be made by Lessee, Lessor shall perform any and Paragraph 8A(3all structural alterations, maintenance, repairs and equipment replacements which may be necessary to maintain the Building in good, safe and tenantable condition. (C) below Lessee shall permit the Lessor to erect, use and maintain pipes and conduits in and through the Leased Premises, provided the same are installed and concealed behind walls and ceilings of the Leased Premises and do not result in any noticeable loss of Lessee's space. All work necessary in connection with the foregoing shall to the extent possible, be done outside of Lessee's regular business hours. The Lessor or its agents shall have the right to enter the Leased Premises to make such repairs or alterations as being Landlord's the Lessor reasonably deems desirable for the proper operation of the Building and shall have the right to enter the Leased Premises at any time on reasonable advance notice to Lessee to examine them or when necessary for the protection of the Leased Premises or the Building. The Lessor, provided it proceeds with due diligence, shall be allowed to take all material into and upon the Leased Premises that may be required for such repairs or alterations without the same constituting an eviction of Lessee in whole or in part and without any abatement or diminution of Fixed Rent or Additional Rent. In the making of such repairs or alterations, the Lessor, to the extent practicable and consistent with efficiency and economy, shall exercise reasonable diligence so as to minimize the disturbance of or interference with the business of Lessee. Nothing herein contained, however, shall be deemed or construed to impose upon the Lessor any obligation, Tenant shallresponsibility or liability whatsoever for the care, at Tenant's sole cost and expense, maintain supervision or repair of the Premises or any part thereof, other than as herein provided. The Lessor shall also have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to Lessee therefor, to change the arrangement or location of entrances or passageways, doors and doorways and corridors, stairs, toilets, or other public parts of the Building, provided that no changes shall be made without Lessee's consent where such changes would adversely affect Lessee's ingress and egress to and from the Leased Premises from the street floor or from the lobby of the Building or from the hallway or lobby of the Building. Lessee shall at all times during the term of this Lease, and any extension thereof, permit inspection of the Leased Premises during business hours, by the Lessor and its agents or representatives, or by or on behalf of prospective lessees. Except in the case of emergency, any such inspection will be on at least twenty-four (24) hours' notice. Such inspection will be done in a manner so as not to unreasonably interfere with Lessee in the conduct of its business. (D) Damages resulting from any act of the Lessee or its employees, contractors, agents, licensees or invitees shall be repaired by the Lessee, or, if repaired by the Lessor, all costs shall be charged to the account of the Lessee. (E) All repairs or replacements by Lessee or Lessor shall be of first quality and done in good orderand workmanlike manner. If Lessee is charged with making such repairs, condition restorations and repairreplacements, ordinary wear the contract or chosen by Lessee to do such repairs, restorations or replacements shall be subject to Lessee's approval and tear further, if Lessee shall fail within fifteen (15) days' written request from Lessor to commence the making of such repairs, restorations and damage replacements and complete the work with reasonable diligence, they may be made and completed by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or Lessor but at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the PremisesLessee. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 Notwithstanding any other provisions of this Lease, Landlord shall repair and maintain in a good condition the structural portions of the Building, including the elevators, plumbing, air conditioning, heating and electrical systems installed or furnished by Landlord, unless such maintenance and repairs are caused in part or in whole by the negligence of Tenant, its agents, servants, employees, licensees or invitees, in which case Tenant shall pay to Landlord, on demand, the cost of such maintenance and repairs less the amount of any insurance proceeds received by Landlord on account thereof, if applicable. Landlord shall also maintain and keep in good order and repair the Building roof; the curtain wall, including all glass connections at the perimeter of the Building; all exterior doors, including any exterior plate glass within the Building; the Building ventilating systems; elevators; Building telephone and electrical closets; public portions of the Building or Building Complex, including but not limited to the landscaping, walkways, and lobbies and corridors, parking structure, and interior portions of the Building above and Paragraph 8A(3below grade which are not covered by leases. (b) below as being Landlord's obligation, Tenant shallTenant, at Tenant's sole cost and expense, except for services furnished by Landlord pursuant to Paragraph 7 hereof, shall maintain, in good order, condition and repair, the Premises, including the interior surfaces of the ceilings (if damaged or discolored due in whole or in part to the negligence of Tenant), walls and floors, all doors, interior glass partitions or glass surfaces (not exterior windows) and pipes, which provide service solely for the Tenant's Premises, electrical wiring, switches, fixtures and other special items, subject to the provisions of Paragraph 15 hereof. In the event Tenant fails to so maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are reasonably required to so maintain the Premises. In the event that Tenant fails to promptly commence such work within 30 days after written demand by Landlord, and diligently prosecute pursue it to completion, then Landlord shall have the right, but shall not be obligatedrequired, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. The funds so expended plus ten percent (10%) of such amounts as an overhead/administrative charge shall be due and payable by Tenant within ten (10) days after receipt of Landlord's invoice therefor. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's the use of the Premises by Tenant as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above Tenant will, at Tenant's own expense, keep the Leased Premises in good repair and Paragraph 8A(3) below as being Landlord's obligationtenantable condition during the Lease Term and, in furtherance thereof, will replace at its own expense any and all broken glass in and about said Leased Premises. Without limiting the foregoing, Tenant shall, at Tenant's sole cost and its expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of electrical, plumbing, HVAC and other systems and equipment within the Leased Premises or which exclusively serve the Leased Premises, including, without limitation, the HVAC systems and equipment installed by Tenant in accordance with the roof of terms hereof. All aforesaid repairs, restorations and replacements shall be in quality and class equal to or exceeding the Building, previously existing work or installations and if a repair, replacement or alteration or other change would shall be considered a capital improvement or replacement performed under the direction and to the Premises under generally accepted accounting principlessatisfaction of Landlord. (b) If Landlord deems any repair which Tenant is required to make hereunder to be necessary, then it Landlord may demand that Tenant make such repair immediately. If Tenant refuses or neglects to make such repair and to complete the same with reasonable dispatch, Landlord may, but shall not be Landlord's responsibility to promptly obligated to, make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item repair and Tenant agrees shall, on demand, immediately pay to pay its percentage share Landlord the cost thereof, together with an administrative charge equal to twenty-five percent (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building25%) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such work. Landlord shall not be liable to Tenant for any loss or damage that may accrue to Tenant's business by reason of such work or its results. (c) Except for the maintenance and repair of the Leased Premises, which is the sole responsibility of Tenant as provided hereinabove, Landlord shall, at its expense, maintain the Building and repair and replace the roof and other structural portions thereof, which Landlord deems reasonably necessary or desirable to keep the Building in good order and repair. Notwithstanding anything in this Lease the foregoing, to the contraryextent any damage to the Building is caused by acts or omissions of Tenant, in the event that the need for repairs its agents, customers, employees or the making of invitees, Tenant shall make such repairs (or bothunder Landlord's supervision and to its satisfaction) and shall bear the cost thereof. Tenant agrees to notify Landlord of the necessity for any repairs of which Tenant may have knowledge and for which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall may be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish responsible under the provisions of the first sentence of this Leaseparagraph. In the event that Landlord is responsible for such repairs, Landlord shall commence such repairs within a reasonable time after receiving notification of same.

Maintenance and Repairs. (1a) Except for matters specified Landlord shall Maintain the: (i) Building footings, foundations, structural steel columns and girders at Landlord’s sole expense; and (ii) Building roof and exterior walls. Costs incurred by Landlord under Paragraph 4 above the foregoing Subsection (ii) will be included in Operating Expenses in accordance with the definition of Operating Expenses in the Rider attached to this Lease. To the extent any heating, ventilation and Paragraph 8A(3) below as being air conditioning system, or other Building System, equipment or fixture exclusively serves the Premises, Landlord may elect to Maintain the same at Tenant’s sole expense and xxxx Tenant directly. If Tenant becomes aware of any condition that is Landlord's obligation’s responsibility to repair, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces shall promptly notify Landlord of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Leasecondition. Furthermore, Landlord shall give Tenant prior written notice to do such acts be responsible, at Landlord’s cost and not as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordan Operating Expense, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for correcting any reasonable damage, inconvenience or interference latent defects with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating respect to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant Landlord shall not be entitled have no obligation to a pro rata abatement of rent under the foregoing due to unusability repair (i) caused directly latent defects capable of detection in the ordinary course of Tenant’s business and first detected more than one (1) year after the commencement date of the Existing Lease, and/or (ii) latent defects that have no material adverse effect on Tenant’s ability to conduct business in or indirectly gain access to the Premises. (b) Except as provided in Subsection (a) above, Tenant at its sole expense shall Maintain the Premises, including, but not limited to, all heating, ventilation and air conditioning systems, or other Building System, lighting, plumbing fixtures, walls, partitions, sidewalks, landscaping, parking and other paved areas, dock doors, loading areas, floors, doors, windows, fixtures and equipment in the Premises. Tenant shall obtain annual, written maintenance contracts with competent, licensed contractors for the maintenance of the sprinkler and heating, ventilation and air conditioning systems. All repairs and replacements by Tenant shall utilize materials and equipment which are comparable to those originally used in constructing the Building and Premises. Alterations, repairs and replacements to the Property, including the Premises, made necessary because of Tenant’s Alterations or installations, any use or circumstances special or particular to Tenant, or any act or omission of Tenant or its Agents shall be made by Landlord or Tenant as set forth above, but at the sole expense of Tenant to the extent not covered by any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated applicable insurance proceeds paid to furnish under the provisions of this LeaseLandlord.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises LESSEE shall keep in good order, condition and repair, the interior of said premises, including without limitation, the windows, doors, show cases, ceiling, floors, plumbing and interior walls, with the exception of painting the interior walls which shall be maintained by LESSOR. XXXXXX shall be responsible for keeping the leased premises clean. If LESSEE refuses or neglects to discharge its obligations noted above to the reasonable satisfaction of LESSOR, LESSOR may make such repairs or undertake such maintenance without liability for any loss or damage that may accrue to LESSEE's merchandise, fixtures or other property. Upon completion of such work, XXXXXX shall promptly reimburse LESSOR for all costs incurred or LESSOR may deduct such costs from the money deposited with LESSOR. XXXXXX shall return the premises at the expiration of this lease in as good condition as it received the same, ordinary wear and tear and damage by fire and casualty excepted. LESSEE shall not have the right to make any alterations, including: improvements or additions to the interior surfaces premises without first obtaining LESSOR'S written consent. LESSEE shall have the right to install show cases or equipment which may be removed at the expiration of this lease with the approval of the ceilingsairport manager, walls provided LESSEE is not in default, and floors; providing further that LESSEE shall restore the premises to its pre-installation condition. LESSEE shall be liable for the costs of all doors and interior windows; furnishings installed within repairs to the Premises; all equipment installed premises made necessary by reason of any act or at omissions of the expense of Tenant; and all plumbingLESSEE, heatingor its agents or servants, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises or by its customers. LESSOR shall keep in good order, condition and repair repair, the basic equipment supplied by LESSOR under the terms of this lease, such as required under this Leasethe freezer, Landlord refrigerator, stove, grill, ice machine and disposal and all exterior parts of the building, including by way of illustration, foundation, roof, sewers, service pipeline, lines up to and including the meters, permanent canopies, exterior walls, gutters, down spouts and exterior painting, and LESSOR shall give Tenant prior written notice to do such acts as are required to so maintain the Premisesheating and air conditioning system. In LESSOR shall also maintain and clean all public and common areas of the event that Tenant fails to commence such work within 30 days after written demand by Landlordbuilding, including the restrooms. LESSOR shall also be responsible for cleaning and diligently prosecute it to completion, then Landlord shall have maintaining the right, but hood vents. LESSOR shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for make any reasonable damage, inconvenience or interference with Tenant's use repairs of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components parts of the Premises and the roof building, which become necessary or desirable by reason of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission negligence of Tenant LESSEE, its agents, invitees or any of Tenant's servants, employees, agentsin which event the same shall be the obligation of LESSEE. LESSEE shall forthwith at its own cost and expense, contractorsreplace with glass of the same quality, visitors any cracked or licenseesbroken glass, (ii) where Tenant makes a decorationincluding plate glass, alteration, improvement and any interior and exterior windows and glass in the doors of the demised premises when the breakage is caused by LESSEE or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseXXXXXX'S invitees.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above such maintenance, repairs, and Paragraph 8A(3) below replacements as being Landlord's obligationare necessitated by the negligence of Lessor, Tenant shallLessee shall perform any and all alterations, at Tenant's sole cost maintenance, repairs, and expensereplacements which may be necessary, or required by any law, order or other regulation of any governmental authority, to maintain the Leased Premises and Lessor's fixtures and equipment located thereon in good ordergood, condition safe and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premisestenantable condition. (2b) In Lessee shall be responsible for repairs to the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord excluded office space. (c) Lessor shall have the rightright to enter upon the Leased Premises from time to time during regular business hours in order to inspect the same and to perform any maintenance, but shall not be obligatedrepairs, to do such acts and expend such funds at the expense of Tenant as are reasonably replacements which it is required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease, but this right shall be exercised in such manner as to not interfere with Lessee's use and enjoyment of the Leased Premises, and shall be subject to any and all laws, orders, or regulations of the United States Government, the State of Maryland or any department or agency thereof, which may at any time apply to Lessee's use of the Leased Premises. (d) Lessor shall maintain and keep in good repair and condition the exterior and structural elements of the Leased Premises, including the roof and structure and the electrical, air conditioning, heating and plumbing systems on the Leased Premises, except for such maintenance, repairs, and replacements as are necessitated by the negligence of Lessee, its servants, agents, or employees. Lessor shall perform any and all alterations, maintenance, repairs and replacements, which may be necessary to maintain the Leased Premises and Lessee's fixtures and equipment in good, safe and tenantable condition. Lessor shall be responsible for snow removal of the Leased Premises and maintaining adequate outside lighting.

Maintenance and Repairs. (1a) Except Tritel shall perform all repairs necessary or appropriate to Tritel's Equipment to maintain Tritel's Equipment in a good and tenantable condition, reasonable wear and tear, damage by fire, the elements or other casualty excepted damage to Tritel's Equipment resulting from the acts or omissions of SpectraSite shall be repaired by Tritel at SpectraSite's cost and expense; SpectraSite shall reimburse Tritel for matters specified under Paragraph 4 above the actual reasonable costs incurred as evidenced by adequate documentation by Tritel in repairing such damage or replacing Tritel's Equipment. (b) SpectraSite shall maintain the Tower Facilities, the Site, the Easements, and Paragraph 8A(3portions of the Property other than Tritel's Equipment (i) below as being Landlordin good order and repair, wear and tear, damage by fire, the elements or other casualty excepted; (ii) in such condition that the Tower Facilities an d the Property are required to be maintained by SpectraSite pursuant to the Prime Lease; and (iii) in compliance with all rules, laws, codes, or regulations of any governmental entity. Damage to the Tower Facilities or the equipment or improvements of SpectraSite or others located on the Property or the Tower Facilities, which results from the acts or omissions of Tritel shall be repaired by Tritel at Tritel's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense option of Tenant; and all plumbingSpectraSite, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within Tritel shall reimburse SpectraSite for the Premises. (2) In actual reasonable costs incurred by SpectraSite in repairing such damage or replacing such equipment or improvements as evidenced by adequate documentation. Notwithstanding the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration foregoing or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything provisions in this Master Lease to the contrary, SpectraSite may delegate its obligations to maintain or repair the Tower Facilities to another company provided that such delegation does not increase the costs of said services over and above that which would have been charged by SpectraSite and provided that such delegation does not in the event that the need for repairs effect, delegate all or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material substantial portion of SpectraSite's obligations under this Agreement. (c) SpectraSite assumes no responsibility for the Premises unusable for more than three consecutive business dayslicensing, then Tenant shall be entitled to an abatement operation and maintenance of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of TenantTritel's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseEquipment.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, Repairs to the Leased Premises are to be made at Tenant's the sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the PremisesLessee. In the event that Tenant fails to commence such work within 30 days Lessee reasonably determines that a repair or replacement is needed and Lessor after written demand by Landlordnotice does not make said repair or replacement within a reasonable period of time, Lessee shall notify Lessor in writing that it considers said repair or replacement necessary and diligently prosecute that it is contemplating making said repair. Lessee may then, at its option, make such repair or replacement at its own expense. It is agreed that nothing in the foregoing shall relieve Lessor from full performance of its obligations and that the remedy referred to completion, then Landlord shall have the right, but shall not be obligated, above is in addition to do such acts and expend such funds at the expense of Tenant as are reasonably required any other remedy available to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such workLessee. (3b) Landlord will maintain, repair and replace all structural components of If the Leased Premises and the roof of the Building, and if a repair, replacement or alteration shall be partially damaged by fire or other change would be considered a capital improvement cause without the fault or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration neglect of Lessee or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, the Lessor shall proceed forthwith to replace or to repair the Leased Premises with reasonable diligence at the expense of Lessor; provided, if the Leased Premises are to be replaced or repaired and are untenantable in whole or in part following such damage, the rent payable hereunder during the period in which they are unusable shall be adjusted equitably; provided further, however, if the Leased Premises are substantially damaged or rendered substantially unusable by fire or other cause, including, but not limited to, condemnation, and Lessor shall decide not to replace the same, then, within ninety (ii90) where Tenant makes a decorationdays after such fire, alterationcasualty or condemnation, improvement or addition which directly causes such unusabilityLessor may give Lessee notice in writing of the decision not to replace, or (iii) where whereupon the repair in question is one which Tenant is obligated Term of this Lease shall terminate, Lessee shall surrender the Leased Premises to furnish under Lessor, and rent shall be abated for the provisions unexpired portion of this Lease, effective as of the date of said written notice from Lessor, and Lessor shall have no further obligation or liability to Lessee. It is agreed that nothing in this Subsection 6(b) shall require Lessor to replace or to repair any or all Alterations.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above 8.1 Tenant shall keep and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises and all fixtures and equipment located therein in clean, safe and sanitary condition, shall take good ordercare thereof and make all repairs thereto, shall suffer no waste or injury thereto, and at the expiration or earlier termination of the Lease Term, shall surrender the Premises in the same order and condition and repairin which they were on the Lease Commencement Date, ordinary wear and tear and damage by fire and insured casualty excepted. Except as otherwise provided in Article XVII, including: the interior surfaces of the ceilingsall injury, walls breakage and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails damage to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or to any other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage part of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) Land caused directly or indirectly by any act or omission of any invitee, agent, employee, subtenant, assignee, contractor, client, family member, licensee, customer or guest of Tenant (collectively “Invitees”) or Tenant, shall be repaired by and at Tenant’s expense, except that, if Tenant fails to make such repair within a reasonable time following Landlord’s demand therefor, Landlord shall have the right at Landlord’s option to make any such repair and to charge Tenant for all costs and expenses incurred in connection therewith. In an emergency, Landlord may make such repair without any prior demand upon Tenant. Landlord shall, at Landlord’s expense, repair any damage caused by the negligence or misconduct of Landlord, its agents or employees. Landlord shall provide and install replacement tubes for building standard fluorescent light fixtures and all other conventional light bulbs and tubes for the Premises at Tenant's servants’s expense (which expense shall not be included in Operating Charges pursuant to Article V). 8.2 Landlord shall keep and maintain in good order and repair appropriate for a first-class office building the base-building structure and systems, employeesincluding the roof, agentsexterior walls, contractorselevators, visitors or licenseeselectrical, (iiplumbing and HVAC systems, and the parking areas, landscaping, ground floor lobby and other common areas and facilities of the Building. In addition, Landlord shall maintain and repair Tenant’s private bathrooms within the Premises and the uninterrupted power source described in Paragraph 3(b) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.Exhibit B.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant The Lessor shall, at Tenant's sole cost and expenseunless hereinafter specified to the contrary, maintain the Premises said premises, including roads, driveways, fences, gates, patios, and walkways on the said property in good orderand tenantable condition. This maintenance shall include the maintenance of all foundations, condition underpinnings, sewage systems, drainage facilities, hot and repaircold water systems, ordinary wear electrical systems and tear fixtures, walls, roofs, stairs, fencing, gates, roads, driveways, and damage by fire and casualty exceptedwalkways, including: i.e. the major structural elements of said premises. The Lessor shall undertake to paint or wallpaper the interior surfaces at intervals of years, and paint the exterior of the ceilingspremises at intervals of years unless conditions warrant earlier attention. The Lessor shall maintain the premises in good tenantable condition, walls and floors; all doors and interior windows; furnishings installed as described above. If necessary, the Lessee may provide notice to the Lessor as to maintenance requirements. The Lessor shall carry out required maintenance within ten (10) days after the Premises; all equipment installed date of written notice by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within Lessee to the Premises. (2) In Lessor that such maintenance repairs are necessary. If the event that Tenant Lessor fails to maintain the Premises in good order, condition and repair premises as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant above and/or fails to commence carry out such work within 30 days after written demand by Landlordmaintenance repairs when notified, and diligently prosecute it to completion, then Landlord the Lessee shall have the right, but shall not be obligated, right to do effect such acts maintenance repairs and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for deduct the cost of such repair. Notwithstanding anything in this Lease from subsequent rental payment(s) due to the contraryLessor until which time the full cost of the maintenance repairs has been recouped by the Lessee. The Lessee shall, in addition, reserve the event that right to make emergency repairs without prior notice to the need Lessor, and the cost of such repairs are to be deducted from subsequent rental payment(s) due to the Lessor until which time the full cost of the emergency repairs has been recouped by the Lessee. For the purpose of this use, "emergency repairs" will constitute those repairs made to prevent destruction or damage to property, danger of personal injury and conditions the Lessee believes to be a hazard to health or of serious inconvenience to the occupant. Emergency repairs shall consist of, but not be limited to, leaking water from pipes or fixtures, leaking roofs, defective sewage lines and cesspools, and defective electrical wiring to fixtures. In accordance with Xxxxxx XXXX, failure of the Lessor to keep the Lessee advised of his/her current addresses (both mailing and e-mail) to be used for official written notifications or temporary unavailability of the Lessor will not be considered sufficient reason for non-receipt of correspondence and subsequent non-compliance with written requests. The Lessor accepts all responsibility in connection with property damage resulting from structural defects in the premises leased or arising from the Lessor's negligent failure to carry out these repairs or the making of repairs (or both) for which Landlord he/she is obligated under this lease. For the purpose of maintaining the premises, the Lessor reserves the right to effect enter the premises at Landlord's expense renders a material portion of reasonable times to inspect the Premises unusable for more than three consecutive business days, then Tenant shall premises and to make any necessary repairs after providing 24 hours’ advance written notice to the Lessee. This 24 hours’ advance notice may be entitled to an abatement of rent commencing with waived by the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) Lessee in cases where the repair in question is one which Tenant is obligated inspection or repairs need to furnish under the provisions of this Leasebe completed quickly.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Subject to Landlord's obligationobligations under the next paragraph of this section, Tenant shall, at Tenant's sole cost and expense, perform all maintenance to the interior, non-structural features of the Premises, including without limitation the interior floors, walls, ceilings, doors, windows; all heating, ventilation and air-conditioning (HVAC); electrical; plumbing; lighting (including bulb replacement); and other systems, fixtures, and equipment therein, to maintain the Premises in good order, order and condition of repair and repairsafety during the term of this lease, ordinary wear and tear and damage by fire and casualty excepted. Except in instances covered by Section 12 or Section 13, including: which will be governed by such sections, Landlord shall, at its expense, maintain the interior surfaces roof, exterior walls, foundation, subfloors, common driveways and structure of the ceilings, walls Building in good order and floors; all doors condition of repair and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant safety. If Landlord fails to maintain perform or commence the Premises performance of (and thereafter diligently prosecute them to completion) the maintenance or repair of such items shall commence within 15 days and be completed in good ordera reasonable time after receipt of notice of the need thereof from Tenant, condition Tenant may, at its option and repair as required under this Lease, Landlord shall give Tenant upon prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, perform such maintenance or repair obligations and diligently prosecute it the amount of all costs and expenses incurred by Tenant shall be paid to completionTenant upon demand, then Landlord or at Tenant's option Tenant may offset such amount against future rent obligations of Tenant; provided that nothing in this lease shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense construed as an assumption by Tenant of Tenant as are reasonably required Landlord's obligation to perform such workobligations. Landlord This right shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Buildingbe in addition to, and if a repairnot in limitation of, replacement or alteration or any other change would be considered a capital improvement or replacement to the Premises rights which Tenant may have under generally accepted accounting principles, then it shall be this lease for Landlord's responsibility failure to promptly make and pay for perform such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseobligations.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant Landlord shall, at Tenant's sole its cost and expense, maintain keep the foundation (excluding any special foundation poured at Tenant’s request), the exterior walls (except plate glass; windows; doors; door closure devices; window and door frames, moldings, locks and hardware; and interior painting or other interior treatment of exterior walls), and the roof of the Leased Premises in good order, condition and repair, ordinary wear and tear and damage except that Landlord shall not be required to make any repairs occasioned by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by act or at the expense negligence of Tenant; , its employees, subtenants, licensees and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premisesconcessionaires. In the event that the Leased Premises should become in need of repairs required to be made by Landlord hereunder, Tenant fails shall give immediate written notice thereof to commence Landlord; and Landlord shall not be responsible in any way for failure to make any such work repairs until a reasonable time shall have elapsed after receipt of such written notice. (b) Except for those portions of the Leased Premises which Landlord is obligated to maintain pursuant to subsection 4(a) above, Tenant shall keep the Leased Premises in a clean condition and shall at its sole cost and expense maintain the Leased Premises in good condition and repair including, without limitation, (1) making all needed repairs and replacements, including the repair and replacement of all lighting, plate glass, doors, windows, door closure devises, window & door frames, moldings, locks and hardware, and interior painting or other interior treatment of exterior walls, plumbing, fire sprinkler system and other electrical, mechanical and electromotive installation (including, without limitation, dock levelers and dock sealers), fire sprinkler system, equipment and fixtures and also including all utility repairs in ducts, conduits, pipes and wiring, and any sewer stoppage located in, under and above the Leased Premises; (2) replacement of cracked or broken glass; and (3) repairs, replacements and alterations required by governmental authority or any insurance company providing coverage on any part of the Center (to the extent such required repairs, replacements and alterations are related to Tenant’s specific use of the Leased Premises and not to the Leased Premises generally). Tenant shall also make all necessary repairs and replacements of its fixtures required for the proper conduct of its business. If any repairs required to be made by Tenant hereunder are not made within 30 twenty (20) days after written demand notice delivered to Tenant by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do may at his option make such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no repairs without liability to Tenant for any reasonable damage, inconvenience loss or interference with Tenant's use damage which may result to its stock or business by reason of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Buildingrepairs, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required pay to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required Landlord upon demand as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for Additional Rent hereunder the cost of such repairrepairs plus interest at the highest lawful rate from the date of payment by Landlord until repaid by Tenant. Notwithstanding anything At the expiration of this lease, Tenant shall surrender the Leased Premises in this Lease to the contrarygood condition, in the event that the need for repairs reasonable wear and tear and loss by fire or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then other casualty excepted. Tenant shall be entitled to also be responsible for the maintenance, repair and routine cleaning of the HVAC units. If during the Term of the Lease, an abatement HVAC unit is not repairable and needs replacement then Landlord, at Landlord’s cost, shall contract for the replacement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseHVAC unit.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, Tenants will maintain the Premises Premises, including the grounds and all appliances, fixtures and furnishings, in clean, sanitary and good order, condition and repair. Tenants will not remove Xxxxxxxx's appliances, ordinary wear and tear and damage by fire and casualty exceptedfixtures, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; or furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain from the Premises in good orderfor any purpose. If repairs other than general maintenance are required, condition and repair as required under this Lease, Tenant will notify the Landlord shall give Tenant prior written notice to do for such acts as are required to so maintain the Premisesrepairs. In the event that Tenant fails to commence such work within 30 days after written demand of default by LandlordXxxxxx, and diligently prosecute it to completion, then Xxxxxx will reimburse the Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of any repairs or replacement. A. Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be used for the purposes of ingress and egress only; B. Maintain smoke detectors by replacing batteries as needed and ensuring the placement of a functional smoke detector in each bedroom; C. Keep all windows, glass, window coverings, doors, locks, and hardware in good, clean order and repair; D. Not obstruct or cover the windows or doors; E. Not leave windows or doors in an open position during any inclement weather; F. Not hang any laundry, clothing, sheets, etc. from any window, rail, porch, or balcony nor air or dry any of same within any yard area or space; G. Not cause or permit any locks or hooks to be placed upon any door or window without the prior written consent of Landlord; H. Keep all air conditioning filters clean and free from dirt. Failure to change filters before a significant amount of dust buildup is visible will result in a $50 fee; I. Change furnace filters quarterly during January, April, July and October (Landlord will provide filters); J. Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order and repair and shall use them only for the purposes for which they were constructed. Tenants shall not allow any sweepings, rubbish, sand, rags, ashes, or other substances to be thrown or deposited therein. Any damage to any such repairapparatus and the cost of clearing stopped plumbing resulting from misuse shall be borne by Tenant; K. And Xxxxxx's family and guests shall at all times maintain order in the Premises and at all places on the Premises, and shall not make or permit any loud or improper noises, or otherwise disturb other residents. Notwithstanding anything This includes keeping all radios, television sets, stereos, phonographs, etc., turned down to a level of sound that does not annoy or interfere with other residents. By failing to maintain order or by disturbing other tenants within the hours of 12 a.m. to 7 a.m., the tenant will incur a L. Deposit all trash, garbage, rubbish, or refuse in this Lease the locations provided thereof, and the tenant shall not allow any trash, garbage, rubbish, or refuse to be deposited or permitted to stand on the exterior of any building or within the common elements. Failure to abide will result in a $50 fee; M. Abide by and be bound by any and all rules and regulations affecting the Premises or the common area appurtenant thereto which may be adopted or promulgated by the Condominium or Homeowners' Association having control over them. N. In the event the landlord is called in to make repairs not included in the landlord’s primary duties or resulting from tenant negligence, the tenant will be billed $30 an hour. A $30 inconvenience fee will be charged for each instance of additional work requested by the tenant. These fees include, but are not limited to, unlocking the home, making additional copies of keys, CWLP involvement. If the landlord is called in to make repairs not included in the landlord’s primary duties or resulting from tenant negligence outside the hours of 7 a.m. to 7 p.m., Monday to Friday, an additional fee of $75 dollars will be added to the contrary, in the event that the need for repairs tenant’s ledger. This fee does not apply to emergency calls such as HVAC or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasewater issues.

Maintenance and Repairs. Subject to the terms hereof, Manager shall promptly make or cause to be made all repairs, replacements, corrections, maintenance, alterations, improvements, renovations, installations, renewals and additions (1collectively, “REPAIRS”) Except for matters specified under Paragraph 4 above of every kind and Paragraph 8A(3nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term (concealed or otherwise) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, necessary or appropriate to maintain the Premises Hotels (including all private roadways, sidewalks and curbs located thereon) for which Owner, Purchaser or a Hotel has responsibility in good order, condition order and repair, ordinary reasonable wear and tear and damage by fire and casualty excepted, including: excepted (whether or not the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do need for such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises Repairs occurs as a result of performing Owner’s or Manager’s use, any such work. (3) Landlord will maintainprior use, repair and replace all structural components Insurance Requirements, the elements or the age of the Premises Hotels, or any portion thereof), and in conformity with Legal Requirements (including, without limitation, retaining all construction lien holdbacks under the CONSTRUCTION LIEN ACT (Ontario) and releasing such holdbacks only when all liens have expired or been discharged or vacated, all notices have been withdrawn, and the roof of time period for filing any liens has expired), applicable Brand Standards and the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it Operating Standards. All Repairs shall be Landlord's responsibility to promptly make made in a good, workmanlike manner, consistent with Manager’s and pay industry standards for such repairlike hotels in like locales, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply accordance with all applicable laws, ordinances, regulations Legal Requirements and rules of any public authority relating to the Premises, except to Insurance Requirements. To the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant such Repairs cannot be performed by Manager’s on-site staff, Manager shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement cause such repairs to be performed by third parties or, subject to Owner’s prior approval, Affiliates of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled Manager acting under separate technical services agreements pursuant to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseSECTION 11.1.

Maintenance and Repairs. a. Landlord shall maintain, repair and replace, as necessary, the roof (including skylights) and structure of the Building (including the sides, external walls other than those constructed by Tenant, beams, footings, load-bearing walls, and columns, but excluding the floor and any damage to any aforementioned structural elements caused by Tenant’s activity) as it exists upon delivery of the Premises to Tenant. Additionally, until August 31, 2014, Landlord shall be responsible for maintaining the HVAC units at standard condition in the manner required of Landlord under Exhibit C. As of September 1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, 2014, Tenant shallshall be fully responsible for maintenance of the HVAC units. Notwithstanding the foregoing, at Landlord shall not be responsible for maintaining the roof or structure relating to any addition to the Building (or any other building constructed upon the Premises) constructed by Tenant pursuant to Section 12 above, including but not limited to the fusion of any new roof area constructed by Tenant to any existing roof area, which items shall be solely Tenant's sole cost ’s maintenance responsibility. Landlord shall be responsible for repair of any structural deficiency in the concrete and expense, maintain asphalt paved areas of the Premises in the event of collapse or sink hole through August 31, 2014, and Landlord and Tenant shall each share one-half the cost and responsibility for repair of any structural deficiency in the concrete and asphalt paved areas in the event of collapse or sink hole for the balance of the Lease Term. b. Subject to Landlord’s responsibilities of maintenance, repair and replacement set forth in Paragraph (a) of this Section 13 and Section 11 and excluding any environmental obligation arising under Section 10 of this Lease, Tenant shall be responsible for the maintenance, repair and (subject to Section 12 above) replacement of all improvements on or to the Premises, including without limitation the exterior of all buildings constructed by Tenant, additions to buildings constructed by Tenant, all interior improvements including fixtures, all heating, ventilating and air conditioning equipment systems, all electrical, telephone, plumbing, natural gas, cable and other utility systems, all exterior and interior lighting, drives, curbs, sidewalks, parking areas and landscaped areas, all paved portions of driveways and loading areas utilized by tractor trailers servicing Tenant’s business, interior walls, floor coverings, ceilings, interior partitions, inside doors, dock doors, dock leveling systems, any of Tenant’s alterations, additions or improvements, and all landscaping. All such maintenance, repairs and replacements shall be accomplished with first quality materials, parts, components and equipment, in a good orderworkmanlike manner, in material compliance with all Laws, and consistent with the style, character and quality of existing improvements. Upon expiration of this Lease, Tenant shall deliver the Premises to Landlord in substantially as good condition and repairas received from Landlord, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above The Premises and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallevery part thereof shall be, at Tenant's sole cost and expensethe Commencement Date, maintain the Premises in good order, condition and repair. Landlord at its cost shall be responsible for the repair and replacement of all of the structural elements and exterior surfaces of the Premises including roof, roof membrane and roof covering, walls, concrete slab, footings, electrical and plumbing exterior to the building, heating, ventilating and air conditioning system at Landlord's sole expense as and when necessary. Tenant shall maintain the heating, ventilation and air conditioning and maintain, repair and replace interior walls, interior ceiling, painting, floor coverings, plate glass and doors at Tenant's sole expense. Tenant shall, at its own cost and expense, provide and maintain landscaping, if any, on the Premises. Tenant agrees to keep and maintain the Premises and the fixtures and equipment therein in first class, properly functioning, safe, orderly and sanitary condition, will suffer no waste or injury thereto, and will at the expiration or other termination of the Term of this Lease, surrender the same with all improvements in the same order and condition in which they were on the Commencement Date, or in such better condition as they may hereafter be put, ordinary wear and tear and casualty damage to the extent covered by fire and casualty insurance excepted. All alterations, including: decorations, additions or improvements in or to the interior surfaces Premises made by Tenant shall become the property of Landlord upon expiration of the ceilings, walls term and floors; all doors shall remain upon and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain be surrendered with the Premises as a part thereof without disturbance or injury, unless Landlord requires specific items thereof to be removed by Tenant at Tenant's sole expense, in good orderwhich event Tenant shall do so prior to the expiration of the term at its expense, condition and shall repair as required any damage caused thereby. Notwithstanding the foregoing, if Tenant is not in default in the performance of any of its obligations under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordif any and all damage resulting therefrom be repaired, and diligently prosecute it to completionTenant shall post such security with respect thereto as Landlord may reasonably request, then Landlord Tenant shall have the rightright to remove, but shall not be obligatedduring the last 90 days of the term of this Lease, to do such acts and expend such funds all movable furniture, equipment, furnishings or trade fixtures installed in the Premises at the direct expense of Tenant as are reasonably required to perform such work. Landlord shall have Tenant, provided the same is completed with no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating damage to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole its own cost and expense, maintain the Premises in good order, condition and repair, ordinary wear repair and tear and damage by fire and casualty excepted, including: replace as necessary the interior surfaces of the Demised Premises, including but not limited to the heating, air conditioning and ventilation systems, glass, windows and doors, sprinkler, all plumbing and sewage systems, fixtures, interior walls, floors (including floor slabs), ceilings, walls storefronts, plato glass, skylights, all electrical facilities and floors; all doors equipment including, without limitation, lighting fixtures, lamps, fens and interior windows; furnishings installed within the Premises; all any exhaust equipment installed by or at the expense of Tenant; and systems, electrical motors, and all plumbingother appliances and equipment (including, without limitation, dock levelers, dock shelters, dock seals and dock lighting) of every kind and nature located in, upon or about the Demised Premises, except as to such maintenance, repair and replacement as is the obligation of Landlord pursuant to Section 10(b). During the Term, Tenant shall maintain in full force and effect a service contract for the maintenance of the heating, ventilatingventilation and air conditioning systems with an entity reasonably acceptable to Landlord. Tenant shall deliver to Landlord (i) a copy of said service contract prior to the Lease Commencement Date, electrical and lighting facilities (ii) thereafter, a copy of a renewal or substitute service contract within thirty (30) days prior to the expiration of the existing service contract Tenant's obligation shall exclude any maintenance, repair and fixtures; all landscapingreplacement required because of the act or negligence of Landlord, parking lotsits employees, fences and signs located within contractors or agents, which shall be the Premisesresponsibility of Landlord. (2b) In the event that Tenant fails to Landlord shall, at its own cost and expense, maintain the Premises in good order, condition and repair as required under this Leasethe roof, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain foundation (beneath the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, floor slab) and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use structural frame of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Building Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The obligation shall exclude the cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage maintenance or repair required because of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission negligence of Tenant or any of Tenant's servants, employees, or such subsidiaries' or affiliates' agents, contractors, visitors employees, licensees and invitees (collectively, "Tenant's Affiliates"), the cost of which shall be the responsibility of Tenant. (c) Unless the same is caused solely by the negligent action or licenseesinaction of Landlord, (ii) where its employees or agents, and is not covered by the insurance required to be carried by Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where pursuant to the repair in question is one which Tenant is obligated to furnish under the provisions terms of this Lease, Landlord shall not be liable to Tenant or to any oilier person for any damage occasioned by failure in any utility system or by the bursting or leaking of any vessel or pipe in or about the Demised Premises, or for any damage occasioned by water coming into the Demised Premises or arising from the acts or neglects of occupants of adjacent property or the public.

Maintenance and Repairs. (1) Except Landlord shall maintain in good order, condition and repair the external and structural parts of the Building, heating, ventilating, air conditioning, plumbing, sewer and electrical systems of the Building and all other portions of the Building Complex not the obligation of Tenant or any other tenant in the Building; provided, however, that Landlord shall not be liable for matters specified under Paragraph 4 above any damages direct, indirect or consequential, or for damages for personal discomfort, illness or inconvenience of the Tenant, or the Tenant's employees, invitees or other persons by reason of failures of such equipment, facilities or systems or reasonable delays in the performance of such repairs, replacements and Paragraph 8A(3) below as being maintenance, unless caused by the gross negligence of the Landlord's obligation, Tenant shallits servants, agents or employees. Tenant, at Tenant's sole cost and expense, except for services furnished by Landlord pursuant to Section 6 hereof, shall maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: repair including the interior surfaces of the ceilings, walls and floors; , all doors and doors, interior windows; , all plumbing pipes, electrical wiring, switches, fixtures and special items in excess of building standard furnishings installed within the Premises; all and equipment installed by or at the expense of Tenant; . Tenant expressly waives the benefits of any statute, ordinances or other rule of law now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of landlord's failure to keep the Premises in good order, condition and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) repair. In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Leaserepair, Landlord shall give Tenant prior written notice to do such acts as are reasonably required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written promptly commence, upon demand by Landlord, such work and diligently prosecute it to completion, then Landlord landlord shall have the right, but shall not be obligatedrequired, after reasonable notice, except in the case of emergency, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's the use of the Premises by Tenant as a result of performing any such work. . Tenant shall pay to Landlord on demand the cost of such work plus fifteen percent (3) Landlord will maintain, repair and replace all structural components 15%). Tenant shall pay on demand the cost of replacement of any glass broken on the Leased Premises by virtue of the Premises and the roof negligence of the BuildingTenant, its employees or invitees, including outside windows and if a repairdoors on the perimeter of the Leased Premises during the continuance of this Lease, replacement or alteration or other change would be considered a capital improvement or replacement to unless the Premises under generally accepted accounting principles, then it glass shall be broken by Landlord's responsibility to promptly make and pay for such repair, replacement, alteration its employees or other changeagents. The cost of any such capital improvement shall be amortized over the useful life of such item Landlord and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall each do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required their respective maintenance obligations as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leaseset forth herein.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's its sole cost and expense, shall maintain the Premises and keep in good orderrepair the Common Areas and all building systems and structural components, condition including the HVAC, roof, exterior and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces supporting walls of the ceilingsLeased Premises, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscapingdriveways, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlordbus docks, and diligently prosecute it to completionall outdoor space, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to in the event the cost of any such repairs required are a pro rata abatement result of rent under the foregoing due to unusability (i) caused directly negligence or indirectly by any willful act or omission of Tenant or Tenant's agents, employees, or contractors, such cost shall be borne by Tenant. Tenant shall give written notice to Landlord of any needed repairs which are the responsibility of Landlord within five (5) days of Tenant's servantsobservance of same. Tenant at its sole cost and expense, employeeswhether the same shall be the property of Tenant or Landlord, agentsshall promptly repair and at all times protect, contractorsmaintain in good condition and repair, visitors when damaged by Tenant, inside the Exclusive Premises all floors, fixtures, equipment, electrical fixtures, outlets and Tenant equipment, Tenant machinery and hardware, all interior painting or licenseesdecorations of every kind, and all ceiling tiles, except damage to said items caused by roof leakage or any other structural defect. All furnishings, fixtures and equipment used in the Exclusive Premises supplied and installed at the sole cost and expense of Tenant shall at all times be the property of the Tenant and Tenant shall have the right to remove the same from said Exclusive Premises within thirty (ii30) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where days of the repair in question is one which Tenant is obligated to furnish under the provisions termination of this LeaseLease Agreement, provided that Tenant shall be responsible for any and all damages to the Leased Premises caused by Tenant's removing of any furnishings, fixtures and equipment. Landlord shall provide, at its sole cost and expense, all repair, maintenance and replacements necessary to maintain the Common Areas in good condition.

Maintenance and Repairs. (1) Except LESSEE shall maintain the interior of said Premises in a reasonable state of repair and good order, and upon vacating said Premises it shall leave the interior in a condition at least equivalent to its present condition and state of repair, save and except for matters specified under Paragraph 4 above the consequences of reasonable wear and Paragraph 8A(3) below as being Landlord's obligation, Tenant usage. LESSOR shall, at TenantXXXXXX's sole cost and expense, maintain the building and any related structures which serve the leased Premises (other than those which are the specific responsibilities of LESSEE as provided for herein) in good ordera safe and useable condition. LESSOR shall also maintain, condition at XXXXXX’s sole cost and expense, the roof, foundation, exterior walls, mechanical equipment (i.e. air condition/heating units), electrical equipment (i.e. wiring and lighting), general plumbing, and sewer lines which serve the leased Premises. Notwithstanding the above, LESSEE shall be responsible for and make any single minor repair, ordinary wear including ballast for lights, of three hundred dollars and tear no cents ($300.00) or less, provided said minor repairs do not exceed three thousand dollars and no cents ($3,000.00) per fiscal year during the occupancy under this lease. LESSEE must notify the LESSOR of any non-emergency repair in excess of three hundred dollars and no cents ($300.00) prior to performing said repair. LESSOR shall be responsible for replacement of broken glass to windows or doors to said Premises unless damage is caused by fire XXXXXX. Plumbing and casualty excepted, including: sewer problems or glass breakage attributed to misusage by XXXXXX or determined to be the interior surfaces act of any client associated with LESSEE’s program(s) shall be the responsibility of LESSEE. All maintenance and repair services which are the responsibility of the ceilings, walls LESSOR shall be provided as shall be reasonably necessary for the comfortable use and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense occupancy of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord by LESSEE during business hours. LESSEE shall give Tenant prior written notice to do such acts as notify LESSOR where corrective actions are required to so maintain give LESSOR the Premisesopportunity to correct such actions within a reasonable time. In the event that Tenant fails cases of emergency where corrective actions are required or where there is imminent danger to commence such work within 30 days after written demand by Landlordlife or property, and diligently prosecute it to completion, then Landlord LESSEE shall have the right, but shall not be obligated, option to do make or have made such acts repairs immediately and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay invoice LESSOR for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or deduct said cost from the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasefollowing month’s rent.

Maintenance and Repairs. 7.1. By taking possession of the Premises Tenant agrees that the Premises are then in a good and tenantable condition, subject to (a) any defects in the Base Building Work of which Tenant notifies Landlord in writing within one (1) Except year after the Rent Commencement Date for matters specified under Paragraph 4 above the applicable Building, (b) completion of any "punchlist" items pursuant to the provisions of Exhibit B attached hereto, and Paragraph 8A(3(c) below as being Landlord's obligationobligations under Sections 7.2, 12 and 13 of this Lease. Landlord hereby assigns to Tenant all construction warranties for the Base Building Work, on the condition that Landlord shall also have the right to enforce such construction warranties. Subject to Landlord's obligations under Sections 7.2, 12 and 13 of this Lease, from and after the Rent Commencement Date and continuing thereafter throughout the Term, Tenant shallshall be responsible to clean, maintain and repair the Premises, including providing janitorial services and disposal of trash; and to that end, commencing upon the Rent Commencement Date and continuing thereafter throughout the Term, Tenant, at Tenant's sole cost expense but under the reasonable direction of Landlord, shall repair and expensemaintain the Premises, maintain including, without limitation, the interior of the Premises, the exterior of the Buildings (including repair and maintenance of the roof membrane, and washing the exterior of the Buildings, but excluding Landlord's repair obligations contained in Section 7.2 below), the heating, ventilating and air conditioning system or systems serving the Premises, the electrical and plumbing systems serving the Premises, including the lighting and plumbing fixtures, the restrooms serving the Premises, interior stairways in the Premises, the interior and exterior glass, including caulking (but excluding structural portions of the exterior of the Buildings), plate glass skylights, interior walls, floor coverings, ceiling (ceiling tiles and grid), Tenant Improvements, Alterations, fire extinguishers, outlets and fixtures, and any appliances (including dishwashers, hot water heaters and garbage disposers) in the Premises, in a reasonably good condition, and keep the Premises in good ordera clean, condition safe and repairorderly condition. Prior to the Rent Commencement Date Tenant shall provide Landlord with a copy of a service contract with a licensed commercial Heating, ordinary wear Ventilating and tear Air-conditioning maintenance company (which contract and damage by fire company shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld), to maintain, on an ongoing basis (at least quarterly), the heating, ventilating and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within air-conditioning system serving the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that . If Tenant fails to maintain the Premises in good order, condition perform its maintenance and repair as required obligations under this LeaseSection 7.1, Landlord shall give Tenant prior written notice to do and such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 failure continues for thirty (30) days after written demand by Landlord, and diligently prosecute it notice from Landlord to completionTenant, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required right to perform such workmaintenance and repairs at Tenant's expense. Notwithstanding the foregoing provisions of this Section 7.1, and without in any way relieving Landlord shall have no liability of its obligations under Section 12 of this Lease, if (a) at any time during the period beginning on the first (1st) anniversary date of the Rent Commencement Date (for the applicable Building, if each Building has a separate Rent Commencement Date) and ending on the first (1st) day of the eighty-fifth (85th) full calendar month of the initial Term of this Lease, (b) it appears to Tenant for that any reasonable damage, inconvenience or interference with Tenant's use of individual repair to the Premises as a result of performing any such work. Base Building Work costs more than Fifty Thousand Dollars (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building$50,000.00), and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to (c) the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a not the result of Tenant's negligence and or willful misconduct, then Tenant may request Landlord to make such repair ("Tenant's Base Building Repair Request"). Upon receipt of Tenant's Base Building Repair Request, Landlord shall request three (3) qualified contractors selected by Landlord to give cost is not covered by insurance proceeds, Tenant will pay estimates for the repair described in Tenant's Base Building Repair Request. If the lowest estimate from such three (3) contractors for the cost of the repairs described in Tenant's Base Building Repair Request exceeds Fifty Thousand Dollars ($50,000.00), then Landlord shall cause such repair. Notwithstanding anything in this Lease repairs ("Landlord's Base Building Repair for Tenant") to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated Base Building Work to effect be made at Landlord's expense renders a material portion expense. The costs of the Premises unusable Landlord's Base Building Repair for more than three consecutive business days, then Tenant shall be entitled to an abatement amortized straight-line over its useful life, as reasonably determined by Landlord, and be included in Operating Costs in the calendar year in which the repair is made and in each calendar year thereafter during the Term, including any Extension Period (as defined in Section 41 of rent commencing with the fourth business day that the same are unusablethis Lease); provided, however, that Tenant such amortized costs shall not be entitled included in determining Fair Market Base Rental applicable to a pro rata abatement of rent under any Extension Period. Notwithstanding the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Section 7.1, and without in any way relieving Landlord of its obligations under Section 12 of this Lease., if (a) less than five (5) years remain in the Term of this Lease, (b) it appears to Tenant that any individual repair which is

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above Section 12.01 OHI-RAIL shall have the right and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, responsibility to maintain the Premises Piney Fork Rail Line and shall be allowed to perform normal Maintenance without prior approval of ORDC. “Maintenance” includes, but is not limited to, tie replacement, surfacing, aligning, bolt tightening, replacement of rail, rail switches, or rail hardware (including signals), turning worn rail, replacing or augmenting ballast, maintaining proper drainage, normal bridge and tunnel maintenance, and other normal railroad maintenance activities. Section 12.02 OHI-RAIL shall expend sufficient amounts of its own funds to satisfactorily perform all items on the “Normalized Maintenance Schedule” (identified below) on all segments (identified in Section 12.05) that are in service for any given year. On any segment where traffic levels of loaded revenue cars exceed an average of 100 cars per mile, or when and where special circumstances associated with lower levels of loaded revenue cars may dictate, OHI-RAIL and ORDC shall jointly review the need for capital spending on that segment. Such review shall consider, movement safety, sustainability of the traffic, economics of the traffic, and cost to upgrade the segment to FRA Class I standards. The goal of the review shall be to improve all segments with sufficient traffic to a minimum of FRA Class I standards and the parties agree to work in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces faith to identify all funding sources available to achieve this goal. The “Normal Maintenance Schedule” consists of the ceilingsitems below: (a) Vegetation Control: spraying the line at least annually, walls and floors; all doors and interior windows; furnishings installed within clearing of vegetation obstructions at grade crossings, removal of downed trees encroaching on the Premises; all equipment installed track, selective xxxx hogging/mowing of accessible right of way in towns. Not included: debris removal illegally dumped by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premisesthird parties. (2b) In the event that Tenant fails Signal Maintenance: maintain electrical power to maintain the Premises in good orderexisting signals, condition replacing signal batteries (including proper disposal), replacing light bulbs, LEDs, lenses and repair as required under this Leasegates, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintainperiodic testing, repair and replace all structural components of the Premises and the roof of the Building, and if a repairdamage caused by third parties, replacement or alteration or other change would be considered a capital improvement or of insulated joints, repairs to bond wires and above ground wiring. Not included: replacement to the Premises under generally accepted accounting principlesof unusable signal heads, then it shall be Landlord's responsibility to promptly make and pay for such repairmast, replacementcantilevers, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvementelectronic control boards, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable lawsbungalows, ordinancescabinets, regulations and rules of any public authority relating to the Premisesgate mechanisms, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusabilityunderground wiring, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasesignal upgrades.

Maintenance and Repairs. (1A) Except Landlord shall provide for matters specified under Paragraph 4 above the cleaning and Paragraph 8A(3) below as being Landlord's obligationmaintenance of the Building and all Building systems, Tenant the Garage, the Common Area and the Land, including planting and landscaping surrounding the Building and the structural, electrical and mechanical components of the Building, the Garage and all exterior components of the Building and the Garage, in keeping with the usual standard for first class office buildings. If and to the extent requested by Tenant, Landlord shall, at Tenant's sole cost, also provide cleaning and maintenance services for the Premises. Except as so requested and paid for by Tenant, Landlord shall not be required to maintain or repair any non-building standard or special tenant improvements in or about the Premises, and there will be an additional charge to Tenant for the cleaning of such items as carpet, blinds, drapes, and wall coverings by Landlord. (b) The first installation of building standard electric light lamps will be made by the Landlord. Thereafter, the Tenant shall pay promptly to Landlord the installed cost of all electrical lamps, starters and expenseballasts used on the Premises; provided, however, that Tenant shall have the right, at its option, to provide such materials and service for itself or through a contractor it selects. (c) Tenant shall keep and maintain the Premises in good orderrepair and condition, condition and repair, ordinary reasonable wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required not commit or allow any waste or damage to comply with all applicable laws, ordinances, regulations and rules of be committed on any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business daysor the Building by Tenant, then its employees, contractors, licensees or agents. If and to the extent such costs are not paid by Landlord's insurance, Tenant shall be entitled pay to an abatement of rent commencing with Landlord the fourth business day that full cost to repair or replace any damage or injury done to the same are unusableBuilding or any part thereof caused by Tenant, its agents, employees, invitees, or visitors; provided, however, that Tenant shall not be entitled liable for any such costs if not paid for by Landlord's insurance because of Landlord's failure to a pro rata abatement of rent under maintain insurance in accordance with the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions requirements of this Lease.

Maintenance and Repairs. Landlord will be responsible for all repairs and maintenance to the Premises, with the exception of (1i) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlordany repairs necessitated by Resident's obligationintentional acts, Tenant shall, at Tenant's sole cost and expense, maintain negligence or misuse of the Premises in good order, condition and repair, or damage (other than ordinary wear and tear tear) caused by Resident or Resident’s guests or invitees; (ii) the replacement from time to time, as needed, of batteries in the smoke detectors in the Premises which will be the responsibility of Resident and (iii) the replacement from time to time, as needed, of light bulbs in the Premises with compact fluorescent light bulbs, which will be the responsibility of Resident. Resident must promptly notify Landlord, or its agent, in writing, of any necessary repairs which need to be performed by Landlord. Resident must keep the Premises and the items furnished by Landlord in good and clean condition. Landlord may require advance payment of repairs or replacements for which Resident is responsible under this Lease. Resident must promptly reimburse Landlord for all costs for necessary repairs or replacements to the Property, the Premises or any of Landlord's furnishings, equipment or personal property that are necessitated by Resident's or Resident’s guests' or invitees' intentional act, negligence, or misuse or any damage (other than ordinary wear and tear) caused by fire Resident or Resident’s guests or invitees, and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) such charges will be deemed additional rent hereunder. In the event that Tenant fails repairs or replacements to the Premises or any of Landlord's furnishings, equipment or personal property therein are necessitated by any intentional acts, negligence, misuse or damage (other than ordinary wear and tear) and Landlord is unable to confirm which Resident (or its guests or invitees) caused the damage, then Landlord may seek reimbursement from all of the Residents occupying the Apartment, including but not limited to Resident, and all such Residents will be jointly and severally liable to Landlord for the cost of the repairs and replacements. Resident must promptly notify Landlord, or its agent, in writing, of the need for any repairs to the Premises which are necessary to maintain the Premises in good order, usable condition and repair as required or otherwise to comply with Landlord's obligations under this Lease. Landlord will, Landlord shall give Tenant prior written notice to do upon actual receipt of such acts as are required to so maintain the Premises. In the event that Tenant fails to commence notification, act with reasonable diligence in making such work within 30 days after written demand by Landlordrepairs, and diligently prosecute it to completion, then Landlord shall have the right, but shall this Lease will continue. Rent will not be obligatedabated prior to completion of the repairs; provided, that Landlord may require Resident to do pay any money due from Resident for repairs or replacements necessitated by the intentional act, negligent act, or misuse of the Property or any items furnished by Landlord by Resident or Resident's guests or invitees, prior to making such acts and expend such funds at the expense of Tenant as are reasonably required to perform such workrepairs. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement may temporarily interrupt utility services to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of avoid damage to any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled Property or to an abatement perform maintenance to any portion of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this LeaseProperty.

Maintenance and Repairs. (1a) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligationTenant at its sole expense, Tenant shall, at Tenant's sole cost and expensekeep, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components exterior and interior portions of the Leased Premises and all components thereof and thereon, including without limitation the DCFA Improvements, all furnishings, equipment, fixtures and machinery situated therein, all doors, door frames, windows, window frames, plate glass, plumbing, mechanical systems, heating and air conditioning, electrical systems, sprinkler systems, fire suppression systems, structural components, roof system and components, walls, floors, floor coverings, and ceilings, landscaping, signage, pavement, sidewalks, parking facilities, lighting, curbs, roads, driveways, grass parking areas, stormwater improvements, lighting, gravel roads and all other improvements located within the fenced area (inclusive of the Buildingfence itself) delineated as the “Fairgrounds Maintenance Parcel” on Exhibit F attached hereto (the “Tenant Maintenance Area”), as necessary to keep all of the foregoing in good condition and if a repair and in compliance with all Laws. Further, the Tenant shall repair, replacement or alteration or other change would be considered a capital improvement or replacement replace and renovate the Leased Premises and DCFA Improvements as often as necessary to keep them in good repair and condition and in compliance with all Laws. Without limiting the foregoing, all landscaping on the Leased Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over comply with the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage standards of the Building by the square footage City of Jacksonville established from time to time. Tenant, at its sole expense, shall keep all buildings benefitted by such improvement, including the Building) of the annual amortized amountLeased Premises in a clean, sanitary, safe order and free of accumulations of dirt, rubbish and debris. Such payment will In connection herewith, Tenant, at its sole expense, may employ operating services sufficient to perform its duties and obligations as herein set forth herein. Tenant shall promptly, at Xxxxxx's own expense, make, or cause to be made by Tenant made, all necessary repairs, renewals and replacements, interior and exterior, structural and non-structural, of the Leased Premises. For clarity, except as expressly set forth in Paragraph 4 above. Section 7.1(b), Landlord shall do have no obligation to make any repairs or improvements of any kind and no obligation to expend any monies for the maintenance, repair, or replacement of the Leased Premises, the Improvements thereon, or any component thereof. (b) Landlord at its sole expense, shall, keep, maintain, repair and replace all acts required landscaping, signage, pavement, parking facilities, lighting, sidewalks, curbs and driveways, and stormwater facilities as the same relate to the City Improvements as to the all areas of the Leased Premises but exterior to the Tenant Maintenance Area, together with all of the same elements located on the Parking Lots, as necessary to keep all of the foregoing in good condition and repair and in compliance with all Laws. Further, the Landlord shall repair, replace and renovate the foregoing as often as necessary to keep them in good repair and condition and in compliance with all Laws. Without limiting the foregoing, all landscaping on the Parking Lots shall comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use standards of the PremisesCity of Jacksonville established from time to time. Tenant Landlord, at its sole expense, shall do all acts required to comply with all applicable laws, ordinances, regulations keep the Parking Lots and rules of any public authority relating solely to Tenant's use the Leased Premises outside of the Premises. If Tenant’s Maintenance Area in a repair is required as a result clean, sanitary, safe order and free of Tenant's negligence accumulations of dirt, rubbish and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasedebris.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above The Premises and Paragraph 8A(3) below as being Landlord's obligation, Tenant shallevery part thereof shall be, at Tenant's sole cost and expensethe Commencement Date, maintain the Premises in good order, condition and repair. Landlord at its cost shall be responsible for the replacement of all of the structural elements and exterior surfaces and exterior walls of the Premises including roof and roof membrane, concrete slab, footings, plumbing exterior to the building, at Landlord’s sole expense as and when necessary. Tenant shall replace and maintain the heating, ventilation and air conditioning and other equipment and maintain, repair and replace interior walls, interior ceiling, painting, floor coverings, plate glass and doors at Tenant’s sole expense. Landlord shall provide landscaping in accordance with the Plans and Specifications or any landscaping plan agreed to by the parties at Landlord’s expense. Tenant shall, at its own cost and expense, maintain landscaping, if any, on the Premises. Tenant agrees to keep and maintain the Premises and the fixtures and equipment therein in first class, properly functioning, safe, orderly and sanitary condition, will suffer no waste or injury thereto, and will at the expiration or other termination of the Term of this Lease, surrender the same with all improvements in the same order and condition in which they were on the Commencement Date, or in such better condition as they may hereafter be put, ordinary wear and tear and casualty damage to the extent covered by fire and casualty insurance excepted. All alterations, including: decorations, additions or improvements in or to the interior surfaces Premises made by Tenant shall become the property of Landlord upon expiration of the ceilings, walls term and floors; all doors shall remain upon and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference surrendered with Tenant's use of the Premises as a result part thereof without disturbance or injury, unless Landlord requires specific items thereof to be removed by Tenant at Tenant’s sole expense by written notice made at the time of performing any such work. (3) Landlord will maintaininstallation or construction, repair and replace all structural components in which event Tenant shall do so prior to the expiration of the Premises term at its expense, and shall repair any damage caused thereby. Tenant shall have the roof right to remove, during the last 90 days of the Buildingterm of this Lease, all movable furniture, equipment, furnishings or trade fixtures installed in the Premises, as defined by the parties in Exhibit E or as installed and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to paid for by Tenant during the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage term of the Building by Lease, at the square footage direct expense of all buildings benefitted by such improvementTenant, including provided the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply same is completed with all applicable laws, ordinances, regulations and rules of any public authority relating no damage to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Lease.

Maintenance and Repairs. (1) Except Landlord shall keep the roof, exterior walls, foundations, load bearing walls and all structural parts of the Buildings on the Premises in good repair except for matters specified under Paragraph 4 above any damages thereto caused by the negligence of Tenant, its agents, servants and Paragraph 8A(3) below as being Landlord's obligationemployees, which damages shall be promptly repaired by Tenant shall, at Tenant's sole expense. Tenant acknowledges that at the time of the execution of this Lease, the roof, exterior walls, load bearing walls and all structural parts of the Buildings on the Premises are in good repair. In the event of any leak in the roof, Tenant shall immediately report the same to Landlord. Landlord shall not be responsible for any damage resulting from unreported leaks, or leaks which occur from damage and destruction beyond the control of Landlord. Landlord, at its sole cost and expense, shall make all other repairs to the interior of the Buildings on the Premises including the floor, electrical and plumbing repairs, except damages thereto caused by the negligence of the Tenant, its agents, servants, employees and invitees, which repairs shall be made by Tenant. Tenant agrees to maintain the Premises interior of the Buildings in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to . Landlord shall maintain the Premises in good order, condition heating and repair as required under air conditioning equipment during the first Lease year and Tenant shall maintain said equipment thereafter. Upon the termination of this Lease, Tenant shall surrender the Premises and all attached improvements thereon to Landlord shall give in as good a condition as existing at the time of its initial occupancy, ordinary wear and tear excepted. If Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlorddefaults in keeping or performing its obligations hereunder, and diligently prosecute it to completion, then Landlord shall have the right, but shall not after fifteen (15) days notice (except no notice need be obligatedsent in cases of emergency), to do such acts and expend such funds at the expense of Tenant as are reasonably required to keep or perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will maintain, repair obligation in its behalf and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease the same shall be added to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of next rent commencing with the fourth business day that payment as the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasebecomes due.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, Lessor agrees to maintain at Tenant's sole its' own cost and expenseexpense the exterior walls, maintain foundations, parking lot, roof, gutters and downspouts and external and structural elements of the Premises improvements in good order, condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair (as required under to structural soundness only) during the term of this Lease, Landlord shall give Tenant prior written notice unless damage to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use portions of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components improvements is caused by the acts or omissions of the Premises and the roof of the BuildingLessee, and if a repairits' agents, replacement customers or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principlesinvitees, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (in which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment event Lessee will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for bear the cost of such repair. Notwithstanding anything in this Lease Lessee agrees to maintain at its' own cost and expense the balance of the Leased Premises including, but not limited to the contraryinterior improvements, the exterior entrance doors and/or overhead doors and all other fixtures applicable to the Leased Premises in substantially the same condition as at the beginning of the term, excepting only reasonable wear and tear arising from the proper use thereof, and will make all necessary repairs to keep the Leased Premises in good order and condition. Lessee will keep the parking lot free and clear of trash and refuse and keep the vegetation in the front and rear of the building in a neat and orderly manner. In the event Lessor or Lessee landscapes the vegetated area in front of the property, Lessee will maintain such landscaped area thereafter. Lessee will provide and maintain vermin-proof receptacles for Lessee's own use in the event refuse is temporarily stored outside of the Leased Premises, and Lessee will be responsible for the removal of said refuse and will promptly and strictly comply with all health, sanitary or other laws, regulations and ordinances pertaining to the depositing and removal of such refuse from or about the Leased Premises. Lessee's refuse receptacle will be placed in a location designated by Lessor. Lessee will maintain, repair, and replace, when necessary, the air conditioning, plumbing, gas and electrical appurtenances and fixtures in the Leased Premises and will retain the services of an outside vendor for the purpose of monthly air conditioner filter changes. A copy of Lessee's current agreement with said filter service will be maintained with Lessor. Lessee will maintain an adequate number of two and one-half gallon soda-acid fire extinguishers, or as otherwise required, in the Leased Premises as may be reasonably required by Lessor, the Austin Fire Department, or Lessor's insurance company, covering the Leased Premises and in no event that less than one such extinguisher for the need Leased Premises. Lessor will not be liable to Lessee or any other person whomsoever for repairs injury or damage to Lessee or any other person whomsoever for injury or damage to persons or property received on or incidental to the making use of repairs (said Leased Premises. Lessee will indemnify and save harmless Lessor from and against any loss, claim, expense or both) which Landlord is obligated liability in connection therewith including Lessor's failure to effect repair. All outside window breakage, including plate glass doors and special window front equipment will be repaired by Lessee at LandlordLessee's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly unless Lessor or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes its agents cause such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasebreakage.

Maintenance and Repairs. (1A) Except for matters specified under Paragraph 4 above Landlord shall Maintain the: (i) Building footings, foundations, structural steel columns and Paragraph 8A(3) below as being girders at Landlord's obligationsole expense; (ii) Building roof and exterior walls; (iii) Building Systems; and (iv) Common Areas. Costs incurred by Landlord under the foregoing subsections (ii) (limited to repair costs, Tenant shalland not costs of replacement which shall be at Landlord's sole expense), (iii) and (iv) will be included in Operating Expenses, provided that to the extent any heating, ventilation and air conditioning system, or other Building System, equipment or fixture exclusively serves the Premises, Landlord may elect either to Maintain the same at Tenant's sole cost expense and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear and damage xxxx Tenant directly or by fire and casualty excepted, including: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as required under this Lease, Landlord shall give Tenant prior written notice to do such acts as are required Tenant require Tenant to so maintain Maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds same at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use expense. If Tenant becomes aware of the Premises as a result of performing any such work. (3) Landlord will maintain, repair and replace all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to the Premises under generally accepted accounting principles, then it shall be condition that is Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other changeTenant shall use reasonable efforts to promptly notify Landlord of the condition. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees Repairs to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will Landlord shall be made by with good quality materials, similar or better than those used in the original construction. (B) Except as provided in subsection (a) above, Tenant as set forth at its sole expense shall Maintain the Premises and all fixtures and equipment in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that Landlord has undertaken responsibility for janitorial and other services. All repairs and replacements by Tenant shall utilize materials and equipment which are comparable to those originally used in constructing the foregoing are solely a result Building and Premises. Alterations, repairs and replacements to the Property, including the Premises, made necessary because of Tenant's Alterations or installations, any use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely or circumstances special or particular to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any its Agents shall be made by Landlord or Tenant as set forth above, but at the sole expense of Tenant. (C) Prior to the Commencement Date, Landlord will have prepared by a qualified HVAC contractor an analysis of the HVAC system providing heating and cooling to the Premises, and will make the repairs to such system recommended by such analysis, at Landlord's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair in question is one which Tenant is obligated to furnish under the provisions of this Leasesole expense.

Maintenance and Repairs. (1) Except for matters specified under Paragraph 4 above 6.1 CPC shall maintain and Paragraph 8A(3) below as being Landlord's obligation, Tenant shall, at Tenant's sole cost and expense, maintain the Premises keep in good orderrepair and condition all buildings in the Access Area, including the loading docks, in compliance with law and to the same standard of repair as applicable to Best Foods' manufacturing facilities. 6.2 CPI shall maintain and keep in good repair and condition and repair, ordinary wear and tear and damage by fire and casualty excepted, including: the interior surfaces all outside areas of the ceilingsProperty including the Access Area, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbing, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within buildings on the PremisesProperty not subject to Section 6.1 above. (2) In 6.3 For those maintenance and repair obligations for Building No. 44 that are common or applicable to the event that Tenant fails entire building, CPI and CPC shall agree in writing as to the standard of repair and maintenance and the allocation of costs thereof. 6.4 CPI shall maintain the Premises and keep in good orderrepair CPI's utility systems providing CPC with electricity, condition instrument air, water (process and potable), steam, natural gas, sewer and fire suppression in accordance with Exhibit B hereof. 6.5 CPC shall maintain and keep in good repair as those portions of CPI's utility systems to the extent set forth in Exhibit B hereof. 6.6 CPI and CPC shall provide each other written notification of any perceived maintenance need for any item for which either party is responsible. 6.7 CPC shall maintain and keep in good repair all Packaging Equipment. CPC shall operate all Packaging Equipment consistent with the pollution control devices or pre-treatment equipment and/or any permits, licenses or registrations for the Access Area which CPI is responsible for maintaining. CPC shall shut down all or part of the Packaging Equipment if such shutdown is required under this Lease, Landlord shall give Tenant prior written notice to do by law or if such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are shutdown is reasonably required to avoid non-compliance with the law. The parties shall cooperate with each other in scheduling shutdowns required for repair or maintenance of pollution control devices or pre-treatment equipment. CPI shall perform such worksaid repair or maintenance as expediently as possible so as to minimize the interruption to CPC's Access Activities. Landlord CPC shall have no liability be liable to Tenant CPI for any reasonable damagedamages caused to pollution control devices or pre-treatment equipment due to violation of any said permits, inconvenience licenses or interference with Tenantregistrations or resulting from CPC's use willful or negligent breach of the Premises as a result of performing any such workthis Paragraph 6. (3) Landlord will maintain, repair and replace 6.8 CPC shall be responsible for notifying all structural components of the Premises and the roof of the Building, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement personnel with access to the Premises under generally accepted accounting principles, then it shall be Landlord's responsibility to promptly make and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvementAccess Area, including the Building) employees of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable lawsCPI or third parties, ordinances, regulations and rules of any public authority relating known hazards in the Access Area, whether those hazards were caused, directly or indirectly, by CPC, by CPI, or by a third party. CPC shall take all reasonable steps to protect any such personnel from injury in the Access Area, including but not limited to the Premisesprompt correction or repair of any potentially hazardous or dangerous situation for which it has maintenance responsibilities under this paragraph. CPC shall take all necessary precautions to prevent the occurrence of any injury to persons or damage to property due to the Access Activities, except to the extent that any such injury or damage is due to the foregoing are solely a result negligent or willful acts of Tenant's use of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations CPI. 6.9 The maintenance obligations and rules of any public authority relating solely to Tenant's use of the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything costs thereof set forth in this Lease to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant Section 6 shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) caused directly or indirectly by any act or omission of Tenant or any of Tenant's servants, employees, agents, contractors, visitors or licensees, (ii) where Tenant makes a decoration, alteration, improvement or addition which directly causes such unusability, or (iii) where the repair duplicate those obligations and costs set forth in question is one which Tenant is obligated to furnish under the provisions of this LeaseExhibit D hereto.

Maintenance and Repairs. (1) 8.1 Except for matters specified under Paragraph 4 above as otherwise provided in this Lease, including, Section 8.2, Article 17 and Paragraph 8A(3) below as being Landlord's obligationArticle 18, Tenant shallTenant, at Tenant's sole cost and expense, maintain shall promptly make all repairs and replacements, and perform all maintenance, in and to the Premises to keep the Premises in good order, operating condition and repair, ordinary wear in a clean, safe and tear tenantable condition, well-ventilated and damage by fire moisture controlled, and casualty exceptedotherwise in accordance with the requirements of this Lease. Tenant shall likewise maintain all fixtures, including: the interior surfaces of the ceilingsfurnishings and equipment located in, walls and floors; all doors and interior windows; furnishings installed within the Premises; all equipment installed by or at the expense of Tenant; and all plumbingexclusively serving, heating, ventilating, electrical and lighting facilities and fixtures; all landscaping, parking lots, fences and signs located within the Premises. (2) In the event that Tenant fails to maintain the Premises in good order, condition and repair as make all required under this Lease, Landlord repairs and replacements thereto. Tenant shall give Tenant prior written notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work within 30 days after written demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be obligated, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any reasonable damage, inconvenience or interference with Tenant's use of the Premises as a result of performing any such work. (3) Landlord will also maintain, repair and replace all structural components replace, at Tenant's sole cost and expense, the Tenant Items and shall keep in force customary maintenance and service contracts therefor. Tenant shall give Landlord prompt written notice of any material defects or damage to the structure of, or equipment or fixtures constituting a Building Structure and System in, the Building or any part thereof, or any mold or moisture condition, of which Tenant has knowledge. Tenant shall suffer no physical waste or injury to any part of the Premises Premises, and shall, at the roof expiration or earlier termination of the BuildingLease Term, and if a repair, replacement or alteration or other change would be considered a capital improvement or replacement to surrender the Premises under generally accepted accounting principlesin an order and condition equal to or better than that on the Lease Commencement Date, then it shall be except for ordinary wear and tear, casualty, condemnation, repairs and replacements which are Landlord's responsibility hereunder, Alterations and Landlord's Work that Tenant is permitted to promptly make surrender, and pay for such repair, replacement, alteration or other change. The cost of any such capital improvement shall be amortized over the useful life of such item and Tenant agrees to pay its percentage share Hazardous Materials (which shall be determined by dividing the square footage of the Building by the square footage of all buildings benefitted by such improvement, including the Building) of the annual amortized amount. Such payment will be made by Tenant as set forth in Paragraph 4 above. Landlord shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating to the Premises, except to the extent that the foregoing are solely a result of introduced by Tenant or Tenant's use Agents in violation of this Lease). Except as otherwise provided in this Lease, all injury, breakage and damage to the Premises and to any other part of the Premises. Tenant shall do all acts required to comply with all applicable laws, ordinances, regulations and rules of any public authority relating solely to Tenant's use of Building or the Premises. If a repair is required as a result of Tenant's negligence and such repair cost is not covered by insurance proceeds, Tenant will pay for the cost of such repair. Notwithstanding anything in this Lease Land to the contrary, in the event that the need for repairs or the making of repairs (or both) which Landlord is obligated to effect at Landlord's expense renders a material portion of the Premises unusable for more than three consecutive business days, then Tenant shall be entitled to an abatement of rent commencing with the fourth business day that the same are unusable; provided, however, that Tenant shall not be entitled to a pro rata abatement of rent under the foregoing due to unusability (i) extent caused directly or indirectly by any act or omission of Tenant or any Agent of Tenant, shall be repaired by and at Tenant's expense, except that if either an emergency condition exists or the Lease Term has expired or Tenant fails to commence and diligently prosecute to completion repair of any such injury, breakage or damage within a reasonable period (not to exceed thirty (30) days) following Tenant's receipt of written notice from Landlord, then Landlord shall have the right at Landlord's option to make any such repair and to charge Tenant for all reasonable out-of pocket costs and reasonable out-of-pocket expenses incurred in connection therewith. Landlord shall provide and install replacement tubes for Building standard fluorescent light fixtures (subject to reimbursement pursuant to Article V). All other bulbs and tubes for the Premises shall be provided and installed at Tenant's expense; provided that if Tenant elects to supply the bulbs or tubes to Landlord, then Landlord shall provide the labor involved for such replacement at no cost to Tenant. 8.2 Except as otherwise provided in this Lease and subject to normal wear and tear, Landlord at its expense (subject to reimbursement pursuant to Article V if and to the extent permitted thereby) shall keep the Building Structure and Systems, including (a) the structural portions of the Building, (b) the exterior walls of the Building, including, without limitation, glass and glazing, (c) the roof (including the roof membrane), (d) mechanical, electrical, plumbing and life safety systems, and (e) Common Areas in clean and in good operating condition consistent with similar Class – A office buildings in the Las Colinas submarket (including, without limitation, to prune and, subject to obtaining the approval of the Las Colinas Association, remove if necessary, the trees directly in front of the Building, such that the view of Tenant's servantssignage is not obstructed), employeesand, agentspromptly after becoming aware of any item needing repair or replacement, contractorswill make such repair or replacement, visitors and shall otherwise maintain the Building Structure and Systems in material compliance with all Laws. Landlord shall deliver the Premises on the Lease Commencement Date with the Building Structure and Systems in good working order and condition, with the Building free from leaks, but otherwise in "as is" condition, except as otherwise expressly provided in this Lease and Exhibit B; provided, however, that the Building shall be in material compliance with all Laws as of the Lease Commencement Date, including the Americans with Disabilities Act; and provided further that, in the event it is later discovered that the Building was not in material compliance with all Laws as of the Lease Commencement Date, Landlord, at its sole cost and expense, shall be responsible for restoring such compliance. Tenant's acceptance of the Premises shall not be deemed a waiver of Tenant's rights to have defects in the Building Structure and Systems that exist on the Lease Commencement Date repaired by Landlord at its sole cost and expense. Tenant shall give notice to Landlord whenever any defect in the Building Structure or licenseesSystems becomes reasonably apparent, and Landlord shall repair such defect as soon as practicable at Landlord's sole cost and expense (and not as an Operating Charge). Notwithstanding any of the foregoing to the contrary: (i) maintenance and repair of all Tenant Items shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building Structure and Systems; and (ii) where Landlord shall have no obligation to make any repairs whatsoever to the extent caused by any act or omission of Tenant makes or any Tenant Agent. In the event that Tenant elects to use the existing lobby entry doors for the Building, Landlord shall perform, at its sole cost and expense (and not as an Operating Charge and not as a decorationcost for which the Allowance may be used), alterationany alterations, improvement replacements or addition which directly causes improvements required to cause such unusabilitydoors to be in material compliance with all Laws as of the Lease Commencement Date. In addition, and notwithstanding anything to the contrary in this Lease, Landlord shall perform and construct (subject to inclusion of any costs therefor being included in Operating Charges, if permitted), and Tenant shall have no responsibility to perform or construct, any repair, maintenance or improvements (w) necessitated by the acts or omissions of Landlord, Landlord's Agents any other occupant of the Project, or their respective agents, employees or contractors, (iiix) where for which Landlord has a right of reimbursement from others, (y) to the repair structural portions of the Premises, including foundations and areas beneath foundations and to any Common Areas of the Project exterior to the Building and (z) which are treated as a "capital expenditure" under generally accepted accounting principles. 8.3 To the best of Landlord's actual knowledge, the Premises will be in question is one which material compliance with all Laws (including, without limitation, the ADA) as of the Lease Commencement Date. During the Lease Term, Landlord shall ensure that the Common Areas shall remain in material compliance with all Laws and life safety requirements and will indemnify Tenant is obligated against any damages or loss due to furnish under non-compliance of the Common Areas with any Laws; provided, however, Landlord shall be permitted to pass through any costs of compliance as Operating Charges in accordance with and subject to the provisions of this Lease.