Common use of Repairs and Maintenance Clause in Contracts

Repairs and Maintenance. A. The Organization shall, at its sole cost and expense maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization a. This is an absolute “Triple Net” Lease. It is a single-use and free-standing building with no other improvements on the Property. As a result the Tenant agrees that it shall maintain, replace, repair and keep all portions of the Premises which include but are not limited to all structural components (including any foundation members, supports, load-bearing members and walls and the roof) as well as the interior wall surfaces from the exterior of any such wall inward, storefront glass, doors (including storefront automatic doors and service doors), door hardware, plumbing, electrical and mechanical equipment which exclusively serve the Premises, and the Property, and every component therein, in good order, operating condition, maintenance and repair. Tenant shall also maintain all Tenant signage, trade fixtures, improvements, and equipment in good order, operation condition and repair. Tenant shall also keep the Premises in a clean, sanitary and safe condition in accordance with all directions, rules and regulations of any health officers, building inspectors or other proper officers of the governmental agencies in the county in which the Shopping Center is located; and such other local, state or federal governmental authorities with jurisdiction over the Premises (collectively, the “Governmental Authorities”). Tenant shall permit no injury to the Premises, and shall, at its own cost and expense, replace with glass of the same or better quality any damaged or broken glass, including plate glass or other breakable materials used in structural portions of any interior or exterior windows and doors on the Premises. Tenant shall dispose of all trash and waste materials in outside trash containers to be located in the designated trash areas or enclosures. Tenant shall flatten all boxes for dumping of trash. Tenant shall, at its own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the Premises that may be broken or damaged during the Lease Term. Tenant, in keeping the Premises in good order, condition, and repair, shall exercise The Tenant will also maintain the HVAC system as required for reasonable mechanical integrity on a quarterly basis. Tenant understands and specifically agrees that as part of its obligation to maintain and repair the Premises and Property, that if required, the Tenant shall undertake at its sole cost and expense maintain any improvements deemed to be “Capital Improvements” (as that term is generally defined by generally accepted accounting principals.) which may include the replacement or repaving of any parking field, roof or structural component. Any such Capital Improvements when made shall be deemed to be fixtures on the Premises and preserve Property and shall absolutely belong to the PremisesLandlord. To the extent that any such improvement requires the transfer to the Landlord by any instrument (including ▇▇▇▇ of sale or deed) then the Tenant shall execute any such document so as to evidence the Tenant’s intent to transfer any such interest to the Landlord. In addition to other rights and remedies available to Landlord pursuant to this Lease, if Tenant fails to perform Tenant’s obligations under this Article 10, Landlord may enter upon the Premises after forty-five (45) days’ prior written Notice to Tenant (except in the case of an emergency, in which case no Notice shall be required), perform such obligations on Tenant’s behalf, and put the Premises in good order, condition and repair, at Tenant’s expense. Notwithstanding the foregoing, in the event Tenant commences any repair or maintenance as required hereunder during said 45-day period, but is unable to complete the same condition using commercially reasonable efforts, Tenant will be permitted to complete such repair or maintenance so long as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components Tenant is diligently pursuing completion of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedsame. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. (a) The Organization shallTenant, at its sole cost and expense maintain expense, shall maintain, repair and preserve replace as necessary, and keep, in a clean, safe and proper operating condition, the entire interior and, except as otherwise provided in Section 10(d), the exterior of the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit Dall windows, Maintenance/Repair/Renewal/Replacement Schedule)doors and glass, all machinery, equipment, lighting, sump pumps, grease traps, controls, mechanical, electrical, plumbing, inventory and appurtenances thereof used by or for the benefit of the Tenant. The Organization Tenant shall also be required to perform regular maintenance of the Geothermal System for the Premises, including heating, ventilating and air conditioning equipment and appurtenances thereof and any supplementation, replacement or upgrade approved pursuant to Section 9(b), and to include changing filters but not repairs or replacement of the Geothermal System existing as of the Effective Date or any part or component thereof, including any and all elements of the Geothermal System. The Tenant shall keep the Premises in good order and repair, and in a safe and clean condition, free of dirt, trash, pests, and in all respects in such manner as to comply with all applicable laws and regulations. Notwithstanding the foregoing, the City shall be responsible for all costs the maintenance, repair and expenses incurred to perform any replacement of pipes and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to equipment located below the concrete floor of the Premises, if except for grease traps, and to unless necessitated by the extent that the need for such repairs negligence or replacements arises directly willful wrongful act or indirectly from any actomission of Tenant, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guestsinvitees or employees. The Tenant shall also maintain and keep, and/or inviteesin a clean, safe and proper condition, the Adjoining Areas, and shall arrange for removal of ice and snow from the Adjoining Areas when reasonably necessary. Tenant shall not take any action to interfere with, damage or destroy any of the City’s bollards, chains, parking meters or signage located on or in the Adjoining Areas that are Tenant’s responsibility to maintain. (b) At the Tenant’s sole cost and expense, Tenant shall enter into and maintain during the entire Term and any Renewal Term service contracts with reputable third-party contractors licensed and insured to maintain and monitor all mechanical, electrical, plumbing, HVAC, and other systems and equipment at the Premises for which Tenant is responsible as provided by Section 10(a), including but not limited to Building operating systems and equipment, as described in Section 10(a). All repairs or replacements required under this Article XI(Asuch service contracts and contractors must (i) shall comply with all applicable manufacturer’s recommendations, (ii) be subject terminable without penalty upon thirty (30) calendar days prior Notice, and (iii) be approved by the City prior to the supervision Tenant entering into the service contracts, which approval shall not be unreasonably withheld. (c) The Tenant, at its sole cost and control expense, shall take commercially reasonable precautions and measures to protect the Premises, including the Building and any personal property therein, from flooding (collectively, “Flood Measures”) prior to an impending weather event reasonably expected to have flooding potential. Tenant shall coordinate with the City and its staff on other protective measures to be taken, except that Tenant may not make any physical alteration to the Building without the prior written approval of the City, which shall not be unreasonably withheld. (d) The City shall (i) maintain, repair, replace and renew the roof, foundation, exterior walls, and sprinkler, fire suppression and fire alarm systems (including any approved or required fire systems installed pursuant to Section 11) of the Building, as and when reasonably required; (ii) shall repair, replace and remotely monitor the Geothermal System (except for such any supplementation, replacements or upgrades to the Geothermal System installed by Tenant pursuant to Section 9(b) of this Lease), as and when reasonably required; and (iii) shall make all repairs other capital improvements to the Property for which the Tenant is not responsible to make pursuant to Section 10(a) and replacements (b) above (the “Capital Repairs”), provided that the Tenant promptly shall give the City Notice of the necessity for such repairs, and further provided that the damage thereto shall not have been caused by the Tenant, its agents, contractors, invitees or employees, in which event the Tenant shall be made responsible therefore and shall promptly repair such damage at its sole cost and expense pursuant to Section 25. Capital Repairs that are the responsibility of Tenant to undertake and that the Tenant does not undertake after Notice from the City in accordance with materials Section 15(a) shall be undertaken by the City and invoiced to the Tenant as Additional Rent. As used in this sub-section (d), a capital improvement means the addition of equal a permanent structural change or better quality than the items being repaired restoration of some aspect of the Property that will enhance its overall value, increase its useful life or replacedadapt it to a new use. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, (e) Except as provided in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the CityLease, the City may set-off such shall have no obligation or liability for repair cost from compensation owed to Organization under this Agreement. Unless and until or maintenance of the Premises, or any part thereof, nor shall the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform under any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, liability to repair, maintain, restore maintain or replace any portion electrical, plumbing, heating, air conditioning or other mechanical installation, nor shall the City be obligated to make any improvements of any kind upon the Premises, or to make any repairs, replacements or improvements to any equipment, facilities or fixtures contained therein, all of which shall be the responsibility of the PremisesTenant and shall be performed as provided by Sections 10 and 11. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLessor shall not be liable to Lessee for any repairs necessitated by some act or neglect of Lessee or any Permittee, at its sole cost and expense maintain and preserve or any contractor, agent, employee, invitee of any of the Premisesaforesaid or, for any damage to merchandise, trade fixtures, or personal property of Lessee in the same condition as exists on leased premises caused by water leakage from the effective date of this Agreement (subject to normal roof, water lines, sprinklers or heating and customary wear and tear) and perform any and air conditioning equipment. Lessee shall be liable for all repairs and replacements required replacements, ordinary and extraordinary, other than those for which Lessor is responsible, and shall maintain in the leased premises in good order and repair, clean, sanitary and safe, including the replacement and maintenance of equipment, fixtures, improvements, floor covering, the exterior and interior portions of all doors, door locks, security gates and windows, plumbing and sewage facilities, heating and air conditioning equipment, walls, ceilings, and all plate glass. Lessee shall, as part of its maintenance and repair obligations hereunder, enter into a service contract with a local, approved contractor for service, maintenance and repair of all heating, ventilation and air conditioning equipment within and servicing the leased premises, which shall provide for servicing by such contractor no less often than quarterly. A copy of such contract shall be delivered to the Lessor annually. If Lessee refuses or neglects to make repairs and/or maintain the leased premises, or any part thereof, in a manner reasonably satisfactory to Lessor, Lessor shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make repair or perform such maintenance on behalf of and for the account of Lessee. In such event, such work shall be paid for by Lessee as additional rental promptly upon receipt of a ▇▇▇▇ therefor. Lessee further agrees to paint the interior of the leased premises when necessary in order to so maintain at all times a clean and preserve the Premises sightly appearance. Nothing herein shall imply any duty on Lessor to do any work which Lessor is not specifically and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible required to perform under this AgreementLease or which, including but under any provisions of this Lease, Lessee may be required to perform; and, the performing thereof by Lessor shall not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred constitute a waiver of Lessee's default in failing to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent same. Lessee acknowledges that the need for such repairs foregoing provisions of this paragraph shall apply and become effective from and after the date Lessee or replacements arises directly its agents or indirectly from contractors enter the leased premises or undertake activities permitted hereunder. Lessee shall indemnify Lessor against, and hold it harmless from, any actclaims, omissiondemands, misuse or neglect of the Organization and/or actions against Lessor or its officers, employees, agents, contractorsemployees or contractors for losses or damages incurred by Lessor or its agents, guests, and/or invitees. All repairs employees or replacements required contractors arising out of or in any way connected with Lessee's failure to perform its obligations or observe any covenants under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedparagraph. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLessor shall repair, replace and maintain the roof, structural systems, and exterior walls, floor, parking area and walkways, plumbing, electrical and other operating systems, area landscaping and other common areas or systems in good condition and repair at its sole cost own expense, subject to reimbursement as an Operating Expense where provided by Section 4.2; provided, however, that Lessee shall be responsible for areas damaged through Lessee's gross negligence or willful misconduct. Lessee shall maintain the balance of the Premises and expense maintain appurtenances, including heating and preserve air conditioning units installed by Lessee which serve the Premises, in the same good condition as exists on the effective date of this Agreement (subject to normal and customary repair at his expense, reasonable wear and tear) tear and perform any damage by fire or other casualty excepted. Lessor represents and all repairs warrants that, as of the Lease Commencement Date, the roof structure, fire sprinkler system, and replacements required structural integrity of the walls and foundation are in order good condition, functioning properly, and not in need of repair. If Lessee shall fail to so maintain and preserve keep the Premises properly repaired, Lessor may do so (but is not obligated) after providing Lessee with not less than ten (10) business days prior written notice of its intent to do so, and the fixtures and appurtenances therein reasonable cost of such repair shall be paid by Lessee within thirty (excluding those specific components 30) days following presentation of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need a detailed invoice for such repairs costs. Lessor shall cooperate reasonably with Lessee to utilize all manufacturers' and construction warranties related to any work or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required repair to be performed by the Organization under this AgreementLessor. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, When Lessor has an obligation to repair, maintainLessor shall repair such item(s) or area(s) within ten (10)days after receipt of written notice from Lessee, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, unless due to the extent permitted by budget appropriations, nature of such repair, replacemore than ten(10) days are needed to repair in which case Lessor shall begin such repair within ten(10)days and diligently pursue such repair to completion. If Lessor fails to repair the Premises within such time, then Lessee may repair the Premises and restore set off any damages against the following:rent and any other amounts due hereunder or seek reimbursement from Lessor, which Lessor shall pay to Lessee within thirty (30) days following presentation of a detailed invoice. If there is water intrusion in the Premises through the roof or exterior walls and where the Landlord is responsible for the repairs and the Lessor is not able to effect immediate repairs after telephone notice by the shift supervisor, Lessee may make emergency repairs to stop water intrusion and charge the reasonable cost of such repairs to Lessor which shall be paid as provided by this section.

Repairs and Maintenance. A. During the term of this Sublease, Sublessor shall make or cause to be made all structural repairs to the Sublet Premises, except those occasioned by the acts of Sublessee, its agents, employees or invitees, which repairs shall be made at Sublessee's sole cost and expense. Structural repairs are defined herein to mean repairs to the roof, roof supports, bearing walls, foundation and structural steel. Sublessee shall, at its own cost and expense, keep and maintain the Sublet Premises in good condition, repair and maintenance and shall make all nonstructural repairs and replacements in the Sublet Premises including, but not limited to (i) maintenance, repair and replacement of the electrical, plumbing, sprinkler, HVAC, sewer/sanitary, life safety and other mechanical systems serving the Sublet Premises, (ii) maintenance, repair and replacement of windows, glass and plate glass, doors and any special office entry, walls and finish work, floors and floor covering, docks, dock boards, truck doors and dock bumpers, (iii) regularly scheduled cleaning and maintenance of the interior of the Sublet Premises, and (iv) keeping the exterior of the Sublet Premises clean and free of debris, snow and ice and keeping the parking areas, driveways, and the whole of the Sublet Premises in a clean and sanitary condition. B. The Organization cost of maintenance and repair of any common party wall (any wall, divider, partition or any other structure separating the Sublet Premises from any adjacent premises occupied by other tenants) shall be shared equally by Sublessee and the tenant occupying adjacent premises. Sublessee shall not damage any party wall or disturb the integrity and support provided by any party wall and shall, at its sole cost and expense maintain expense, promptly repair any damage or injury to any party wall caused by Sublessee or its employees, agents or invitees. Notwithstanding the foregoing, Sublessor, at its sole cost and preserve expense, shall perform the work and make the installations set forth on Exhibit D hereto to render secure the common wall shared with Sleepys, LLC, the existing subtenant at the Demised Premises, such work to be performed in compliance with applicable law and in a workmanlike manner. C. Sublessor shall maintain or cause to be maintained the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components exterior portion of the Sublet Premises for which including landscaped areas, parking areas, driveways and other exterior areas and Sublessee agrees to pay, upon Sublessor's demand therefore, as additional rent, an amount equal to Sublessee's proportionate share, as reasonably determined by Sublessor, of Sublessor's cost of maintenance and repair of the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements exterior portion of the Sublet Premises (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and except to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect costs are to be borne by Sublessor per Section 6(A) above) and of the Organization and/or its officerslandscaped areas, employeesparking areas, agentsdriveways and other exterior areas including, contractorswithout limitation, guestsgardening, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision landscaping, planting, replanting and control replacement of flowers, shrubbery and grass, striping, repair of paving, curbs and walkways, repair and cleaning of drainage facilities, snow and ice removal, exterior lighting, sprinkler fireline systems and sprinkler supervisory service and maintenance, repair and replacement of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedsanitary system. B. Notwithstanding D. Sublessee shall, at its own cost and expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor for servicing all heating and air conditioning systems and equipment within the above, from time Sublet Premises. The maintenance contractor and the contract must be approved by Sublessor. The service contract must include all services suggested by the equipment manufacturer within the operation/maintenance manual and must become effective (and a copy thereof delivered to time during the term Sublessor) within thirty (30) days of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf date Sublessee takes possession of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Sublet Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. 9.1 Landlord shall maintain and repair the foundation, exterior walls, exterior paint, roof, asphalt paving and concrete paving of the Premises at its own cost and expense, provided, however, that if any maintenance or repair work for the foundation, exterior walls, exterior paint, roof, asphalt paving and concrete paving of the Premises is required as a result of any negligence or willful misconduct of Tenant or any of Tenant's agents, employees, shippers, customers, invitees or contractors, such work shall be at Tenant's sole cost and expense. Tenant shall keep all other portions and components of the Premises, and including all plumbing, HVAC systems, electrical and lighting systems, ceilings, plate glass and skylights in good order, condition and repair during the Lease Term and the Extended Term. Without limiting the generality of the foregoing, Tenant shall perform all maintenance detailed in Paragraph K (mechanical service controls) of the Performance Standards of the ▇▇▇▇▇▇ Industrial Center attached hereto as Exhibit A. The Organization shallTenant shall also maintain any of Tenant's property visible from outside the building in the same condition, with the surfaces thereof painted at such intervals and such colors as Landlord shall approve. Landlord and Tenant further agree that, except for Tenant's obligations relating to Hazardous Materials as provided in this Article IX, Tenant shall not have any other obligations to repair or restore the Premises or to paint the exterior of the Building pursuant to the surrender provisions of the Existing Lease. Except as provided above, Tenant shall promptly replace any portion of the Premises or system or equipment in the Premises which cannot be fully repaired, regardless of whether the benefit of such replacement extends beyond the Lease Term or any Extended Term. Tenant shall maintain the Premises in an orderly, first-class and fully operative condition. Landlord shall maintain the exterior landscaping for the Premises in accordance with Landlord's then-prevailing landscape maintenance standards, and the amount by which the cost of such landscape maintenance work exceeds the Annual Landscape Base Amount of Five Thousand Seven Hundred Sixty Dollars ($5,760.00) shall be paid by Tenant to Landlord as additional rent. Such payments shall be made by Tenant within ten (10) days following Tenant's receipt of an invoice from Landlord. Except for Landlord's obligations for maintenance and repair of the foundations, exterior walls, exterior paint, roof, asphalt paving and concrete paving of the Premises, Landlord shall have no obligation to repair or maintain the Premises, the improvements or any areas adjacent thereto. Tenant waives the provisions of any law permitting Tenant to make repairs at Landlord's expense. 9.2 All of Tenant's obligations to maintain and repair shall be accomplished at Tenant's sole expense. If Tenant fails to maintain and repair the Premises, Landlord may, at its sole cost election, notify Tenant of Tenant's obligation to undertake such repair and expense maintain maintenance work. If Tenant fails to commence such work within forty-eight (48) hours of receipt of such notice Landlord may enter the Premises and preserve perform any such work on behalf of Tenant. Notwithstanding the foregoing, no notice to Tenant shall be required in case of emergency, and in the event of an emergency Landlord may enter the Premises and perform such repair and maintenance on behalf of Tenant. In any such case, Tenant shall reimburse Landlord for all costs so incurred immediately upon demand, together with interest thereon at the "Lease Interest Rate" (as defined in Paragraph 26.25, below). Landlord's right to perform maintenance and repair work pursuant to this Paragraph 9.2 shall not be deemed to create any obligation on the part of Landlord to do so, and shall not in any way limit Landlord's remedies under this Lease. Any design or construction work undertaken by or at the direction of Tenant which affects the Premises or any improvements located on the Premises (including, without limitation, any repair work, maintenance work, tenant improvement work or restoration work) shall be performed by duly qualified and properly licensed and insured design professionals or contractors (as the case may be) reasonably satisfactory to Landlord. Tenant shall submit the names of any such design professionals and contractors to Landlord prior to the commencement of any construction work on the Premises. If Landlord, acting reasonably and in good faith, disapproves of any design professional or contractor selected by Tenant, Tenant shall select a new design professional or contractor reasonably satisfactory to Landlord. 9.3 Upon the expiration or sooner termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition as exists on it existed as of the effective date of this Agreement (subject to normal and customary Lease, except for ordinary wear and tear) tear which Tenant is not otherwise obligated to remedy under any provision of this Lease, and perform any except for repair and all repairs and replacements required in order maintenance items which are the obligation of Landlord pursuant to so maintain and preserve Paragraph 9.1, above. Any damage to, or deterioration of, the Premises shall be deemed not to be ordinary wear and tear if the fixtures same could have been prevented by good maintenance practices. In addition, except for "Exempt Alterations" (as defined in Paragraph 9.4, below, Landlord may require Tenant to remove any alterations, additions or improvements (whether or not made with Landlord's consent) made by Tenant at any time after the date of this Lease and appurtenances therein (excluding those specific components to restore the Premises to its prior condition, or Landlord may perform such removals and restorations itself, all at Tenant's expense. All alterations, additions and improvements which Landlord has not required Tenant to remove or which Tenant has not elected to remove, as provided herein, shall become Landlord's property and shall be surrendered to Landlord upon the expiration or sooner termination of the Premises for which the City is expressly responsible under this AgreementLease, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent except that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:Tenant may

Repairs and Maintenance. A. The Organization shallThroughout the Lease Term, Tenant, at its Tenant's sole cost and expense expense, shall maintain and preserve keep the PremisesDemised Premises (including without limitation all buildings and exterior areas) in good condition and Repair all systems and components in good working order, regardless of whether interior or exterior, structural or nonstructural, ordinary or extraordinary, or foreseen or unforeseen. The term "Repair" as used herein shall include all necessary repairs, replacements, renewals, alterations, additions or betterments. All Tenant's work performed hereunder shall be performed in accordance with the same condition as exists on terms and procedures described in Section 11 below. Tenant shall do all acts necessary for the effective date safety and preservation of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Demised Premises and the fixtures improvements located thereon and appurtenances therein (excluding those specific components all other acts which may be necessary by reason of any excavation or other building operation upon any adjoining property or street, alley or passageway. Whether Repairs to the Demised Premises and adjoining areas are necessary and adequate shall be measured by the appropriate standard for improvements of similar construction and class. However, Tenant shall in any event make all necessary Repairs in such a manner as to avoid any structural damage or injury to the building(s) and other improvements located on the Demised Premises. Tenant shall maintain all portions of the Demised Premises and adjoining areas in a clean and orderly condition, free of dirt, rubbish, snow, ice, and unlawful obstructions. Tenant shall assume the full and sole responsibility for the condition, operation, Repair, maintenance, and management of the Demised Premises and adjoining areas over which the City is expressly responsible under this AgreementTenant has control, including but not limited to Exhibit Dwithout limitation, Maintenance/Repair/Renewal/Replacement Schedule)any paving and striping of parking and hard surface areas, mowing and landscaping. The Organization Tenant shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural item of Repair or non-structural; interior maintenance as may at any time or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during be required by any Law. Tenant shall not damage the term Demised Premises, shall maintain and keep in Repair all improvements, as well as Tenant's property located in or on the Demised Premises, and shall maintain a first class general appearance of the Agreement, City may elect, in its sole discretion Demised Premises. Tenant acknowledges and by delivery of written notice agrees that Landlord has no obligations to the Organization, to perform on behalf of the Organization, all maintain or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Demised Premises. Tenant hereby acknowledges and agrees that no disclosures made by, or other information provided by, Tenant set forth in the Seller's Disclosure Statements (as that term is defined in the Purchase Agreement) shall relieve Tenant of any maintenance or Repair obligation hereunder, but Tenant shall be obligated to promptly commence any necessary Repairs and remedy any deficiencies in the condition of the Demised Premises as indicated herein and therein. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallSubject to the conditions set forth in the ----------------------- following sentence, at its sole cost Manager shall effect, institute and expense maintain supervise all ordinary decorations, construction, maintenance, repairs and preserve alterations including, without limitation, the Premisesadministration of a preventative maintenance program for all mechanical, electrical and plumbing systems and equipment for the Property, and shall arrange for all required services, including, without limitation, window cleaning, heating, air conditioning, ventilation, building and parking facility maintenance, landscaping, snow removal, office cleaning, rubbish removal, food vending, telephone services, elevator maintenance and vermin extermination, and make all repairs under the leases which are the obligation of Owner to the tenants of the Property, in all cases in accordance with the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform Professional Standard. Except for any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementmay be occasioned by an Emergency, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and are permitted pursuant to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the OrganizationAnnual Budget, all or some portion of the repairs, maintenance, restoration replacements, substitutions, improvements and replacement (collectively referred to as “General Repair Services”) in and additions to the Premises Property shall be undertaken or made by Manager only after securing Owner's prior written approval. Manager will notify Owner of any repairs occasioned by an Emergency within forty-eight (48) hours of commencement and will make reasonable efforts to secure Owner's written approval of such repair prior to making or contracting for the same. Manager shall submit any item of work or purchase (except in an Emergency) to competitive bidding (i) upon the request of Owner, or (ii) if such item of work or purchase is reasonably anticipated to cost in excess of one-half percent (0.5%) of the Property operating costs, whether or not it is included in the Annual Budget. Where competitive bidding is required pursuant to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein following provisions shall be construed to obligate applicable: (a) A minimum of two (2) written bids shall be obtained if the City to perform any General Repair Services contract is less than Twenty-Five Thousand Dollars ($25,000). Contracts over Twenty-Five Thousand Dollars ($25,000) will require a minimum of three (3) bids. (b) Each bid shall be solicited by Manager in a form so that uniformity will exist in bid quotes. (c) Manager may accept the qualified low bid without prior approval from Owner if the expenditure is for an approved budget item and will not result in exceeding the anticipated expenditure in the Annual Budget for that work or any repair of any nature except as otherwise expressly purchase, provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion that Owner's prior approval of the Premisesacceptance of a bid may be required by Owner. C. To (d) If Manager advises acceptance of other than the extent lowest bid, Manager shall adequately support, in writing, its recommendations to Owner. (e) Manager shall maintain adequate records of its compliance with the foregoing competitive bidding procedure. (f) The foregoing bidding requirements shall not otherwise addressed herein, the City shall, apply to the extent permitted by budget appropriations, repair, replace, and restore employment of consultants from a previously approved list which expenditures are in accordance with the following:Annual Budget.

Repairs and Maintenance. A. The Organization shalla. Landlord agrees, at its sole cost expense, to keep the following portions of the Building in good condition and expense maintain repair: the foundations, the structural portion of the exterior walls, the roof, and preserve the electrical, water, sewer, and gas lines located in the Building, but outside of the Leased Premises, and used in common with other tenants. Landlord shall not be obligated to make any repairs until it has had reasonable opportunity to have same repaired after being notified in writing of the need of same by Tenant. In no way shall Landlord be required to make any repairs and maintenance where such repairs and maintenance are occasioned by Tenant’s negligence. Landlord shall not be liable to Tenant for any damage to merchandise, trade fixtures, inventory, work in process or personal property of Tenant in the same Leased Premises caused by water leakage from roof, water lines, sprinkler or hearting and air conditioning equipment. b. Subject to the obligation of Landlord set forth in Section 9(a), Tenant agrees, at Tenant’s expense, to keep the Leased Premises in good condition and repair, clean, sanitary and safe, including, without limitation: the HVAC, plumbing, and electrical systems and facilities (including, without limitation, any such systems or facilities which are outside of the Leased Premises (such as exists on the effective date roof of this Agreement the building) but service only the Leased Premises, other building equipment, fixtures, any property of Landlord that may be classified as personal property, and doors and windows (subject including all plate glass). Tenant agrees to normal and customary wear and tear) and perform any and all repairs and replacements required paint the interior of the Leased Premises when, in Tenant’s reasonable discretion, such painting shall be necessary, in order to so maintain at all times a clean and preserve sightly appearance. If Tenant refuses or neglects to make repairs and/or maintain the Leased Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform or any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)part thereof, in and a manner reasonably satisfactory to Landlord, Landlord shall have the Premisesright, if and upon giving Tenant reasonable written notice of its election to the extent that the need for do so, to make such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform such maintenance on behalf of and for the Organizationaccount of Tenant. In such event, all or some portion such work shall be paid for by Tenant as additional rental promptly upon receipt of a ▇▇▇▇ therefore. c. Upon execution of this lease agreement, the Landlord and the Tenant shall coordinate a mutually acceptable schedule to have the paint the office area of the repairsleased space, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to at the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesLandlord’s expense. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Lessor shall maintain the kitchen equipment, foundation, exterior walls (with the exception of glass; windows; doors; door closure devices; window and door frames; molding; locks and hardware) and exterior painting or other treatment of exterior walls, and the roof of the leased Premises in good repair except that the Lessor shall not be required to make any repairs resulting from the negligence or acts of negligence on the behalf of the Lessee, its staff, employees, sublessees, licensees and concessionaires. The Lessee shall be responsible for maintenance of the common areas and common area equipment and furnishings. Any such repairs and/or maintenance in which the Lessor would be responsible, the Lessee agrees to provide Lessor with written notice of the needed repairs and/or maintenance, and Lessor shall ensure that any repairs and/or maintenance shall be made and completed within a reasonable time frame. Lessee shall notify the Lessor of any emergency repairs to be made. Lessee shall keep the interior of the leased Premises in good, clean and workable condition and shall, at its sole cost expense, make all needed repairs and expense maintain replacements, including replacement of cracked or broken glass, windows, doors, door closure devices, door and preserve the Premiseswindow frames, in the same condition as exists on the effective date of this Agreement (subject to normal molding, locks and customary wear and tear) and perform any and all hardware, except for repairs and replacements required in order to so maintain and preserve be made by the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible Lessor under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)section. The Organization shall also be responsible for all costs and expenses incurred to perform In the event that any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed made by the Organization under this Agreement. The Organization Lessee hereunder are not made within 60 days after written notice delivered to the Lessee by the Lessor, the Lessor shall reimburse reserve the City right and option to make or have said repairs made without liability to the Lessor for any loss or damage which may result by reason of such repairs, and that Lessee shall pay to the Lessor, upon demand as additional rent hereunder, the cost of such repairs plus. At the termination of this Lease, ▇▇▇▇▇▇ shall deliver the leased premises in good order and condition, normal wear and tear excepted. Normal wear and tear means the deterioration which results from normal use and not as an act of carelessness, neglect, accident or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesabuse. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallAt all times during the term hereof, Lessee, at Lessee’s expense, will maintain the Premises in good and usable condition and promptly make, at its sole cost and expense maintain and preserve the Premisesexpense, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all necessary non-structural repairs and replacements to the Premises and perform and pay for the operation, maintenance and repair of fixtures and supplemental air conditioning units or any other equipment, which may be installed by Lessee, Lessee will immediately pay the cost of repair and replacement due to damage or injury to the Office Building by Lessee or its employees, agents, partners, officers, licensees, invitees, subcontractors or guests, ordinary wear and tear excepted. Lessee shall make all required in order repairs promptly. If Lessee fails to so maintain make such repairs to the Premises within thirty (30) days after Lessor’s written notice to Lessee, Lessor may, at its option, make such repairs, and preserve Lessee shall pay all such reasonable costs. Lessee shall pay all such reasonable costs to the Lessor on demand as Additional Rent. Notwithstanding the foregoing, Lessee shall not be responsible for any repairs or replacements to the Premises to the extent that any such work is covered by any warranties. Except for repairs, replacements and maintenance that Lessee is obligated to perform pursuant to this Paragraph 9, Lessor shall perform all other repairs, replacements and maintenance to the Premises and the fixtures Office Building in a manner consistent with Class A office buildings and appurtenances therein (excluding those specific components in a manner such that all such elements are properly functioning throughout the Lease Term, including the exterior walls, the roof, and foundation, windows, plumbing and interior structural walls of the Premises for which Office Building, and any common use mechanical, electrical, sanitary, heating, ventilating, air conditioning or other systems or equipment within the City is expressly responsible under this AgreementOffice Building that are not exclusively used by any Lessee in good order, including but not limited to Exhibit Dcondition, Maintenance/Repair/Renewal/Replacement Schedule). The Organization and repair, shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)replace the same as required, in Lessor’s sole and absolute judgment, and shall comply with all Laws related thereto. Lessee shall not make any repairs to the Premises, the Common Areas, or the Office Building at the cost of Lessor, whether by deduction or offset of rent or otherwise, or vacate the Premises or terminate this Lease if repairs which Lessor is obligated to make under this Lease are not made, and Lessee hereby waives any and all such right under any Laws to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedcontrary. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall9.1. From and after the Commencement Date, Lessor, at its Lessor’s sole cost and expense expense, shall repair, maintain and preserve keep in good condition the footing, foundations and structural walls of the Building, but not including the roof of the Building and further excepting any structural repairs or maintenance required as a result of the negligence of Lessee, or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises, or which otherwise arises as a result of Lessee’s use of the Premises whether or not permitted hereunder. 9.2. From and after the Commencement Date, Lessee, at Lessee’s sole cost and expense, shall repair, maintain and keep in good condition the roof of the Building and the roof structure following completion of the same condition as exists on the effective date of this Agreement by Lessor (subject to normal and customary wear and tearLessor’s responsibilities contained in Section 9.1 above) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components interior of the Premises for Building which shall include all systems and equipment within the City is expressly responsible under this Agreement, Building including (but not limited to Exhibit Dto) repair and maintenance of all elevators, Maintenance/Repair/Renewal/Replacement Schedule). The Organization HVAC systems, boilers, mechanical systems, electrical systems, sprinklers, security systems, plumbing systems and associated equipment within the Building, and Lessee shall also be responsible for all costs and expenses incurred any repairs or maintenance which would otherwise be the responsibility of Lessor pursuant to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)Section 9.1 above, in and to the Premises, if and to the extent that but the need for which arises as a result of Lessee’s activities as therein more particularly described. Notwithstanding the foregoing, Lessee shall not be responsible for any such repairs or replacements and maintenance, the need for which arises directly or indirectly from any act, omission, misuse or neglect as a result of the Organization and/or its officers, employees, negligence of Lessor or of Lessor’s agents, contractors, guestsservants, and/or employees or invitees. 9.3. All repairs or replacements required under this Article XI(A) Lessee shall be subject at all times keep the hallways and entrances to the supervision Building free and control clear of debris, and shall also provide for interior janitorial service (including carpet maintenance), interior painting (and re-painting, where necessary), replacement of lighting ballasts and bulbs, and interior and exterior window cleaning. 9.4. Lessee shall, at Lessee’s sole cost and expense, repair and maintain, in a manner consistent with comparable first-class office space in Fairfield County, Connecticut, the parking area, access roads, sidewalks, lawns and planting areas at the Premises, which maintenance shall include (as necessary, desirable and/or appropriate) the mowing, landscaping, plowing, sanding and sweeping thereof. With respect to the access roads that do not form a part of the CityPremises but are within the Park, Lessor shall maintain the same in a manner consistent with that of comparable business parks, including paving, sanding and plowing the same, and all repairs and replacements Lessee shall be made with materials pay Lessee’s pro rata share of equal or better quality than the items being repaired or replacedcost thereof to Lessor, as reasonably determined by Lessor. B. Notwithstanding 9.5. Lessee shall not permit, allow or cause any act or deed to be performed or any practice to be adopted or followed on the above, from time Premises and/or within the Building which shall cause or be likely to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice cause injury or damage to the Organization, to perform on behalf of the Organization, all any person or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required or to any part thereof. Lessee at all times shall keep the Premises and the Building in a neat and orderly condition and clean and free from rubbish, dirt and other miscellaneous items. Lessee shall make provision for adequate refuse containers to be performed placed upon the Premises in areas to be designated by Lessor and shall cause the Organization under this Agreementsame to be emptied periodically. The Organization Lessee shall reimburse deposit all refuse in such containers and shall keep the City for area around the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless same reasonably neat and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesattractive. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(i) Lessor: Lessor shall comply with all applicable building and housing codes affecting health and safety, at its sole cost and expense maintain repair, maintain, and preserve otherwise keep the Premises in a fit and habitable condition. Tenant shall be responsible for minor maintenance and good repair, meaning repairs up to $1,000.00 in costs per repair or incident, for all of the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement’ operating systems, including but not limited to Exhibit Delectrical, Maintenance/Repair/Renewal/Replacement Scheduleheating, ventilation, sanitary, and plumbing systems (including the supply of hot and cold water). The Organization Lessor shall also be responsible for major maintenance, meaning repairs equal to or exceeding $1,000.00 in costs per repair or incident, for all costs of the Premises’ operating systems, including but not limited to electrical, heating, ventilation, sanitary, and expenses incurred plumbing systems (including the supply of hot and cold water). If ▇▇▇▇▇▇ refuses to cure all outstanding issues by the written deadline, Tenant may terminate this lease immediately or may self-perform any specified repairs or maintenance, and all deduct Tenant's itemized costs of specified repairs and replacements (whether structural or nonmaintenance from any future rent payments or any of Tenant’s other future payment obligations under this Lease. Tenant's self- performance of any specified repairs or maintenance, including the deduction from future rent payments, shall not permit Lessor to terminate this Lease without other good-structural; interior or exterior; and ordinary or extraordinary), in and faith reasons for termination. Lessor shall make any repairs it deems necessary to the structure of the Premises, if and to except for repairs made necessary by the extent that the need for such repairs action or replacements arises directly or indirectly from any actinaction of Tenant, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or customers or invitees. All Lessor shall maintain and make necessary repairs to wiring, mains, pipes, conduits and other means of distributing services, including utility services such as electricity, gas, water, and sewer, in and through the Premises, provided that such maintenance or replacements required under this Article XI(Arepair was not necessitated by the acts of Tenant, ▇▇▇▇▇▇'s (ii) Tenant: Tenant, at its own expense, shall be subject repair any damage or injuries caused by Tenant, its customers, members, invitees, agents or employees, with the exception of reasonable wear and tear from Tenant’s use of the property for government business. Tenant agrees that it will, at its expense, repair any damage caused to the supervision and control Premises by reason of the Cityremoval of its trade fixtures, equipment and all repairs and replacements shall be made with materials other personal property. Tenant may also undertake, at its own expense, any other types of equal minor repair or better quality than minor maintenance to the items being repaired or replaced. B. Notwithstanding the abovePremises that do not exceed $1,000.00 in total cost(s), from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written upon reasonable notice to the OrganizationLessor and ▇▇▇▇▇▇’s written consent. If at the conclusion of this Lease or any extension thereof, Lessor is of the opinion that Tenant is not leaving the Premises in the same condition as it was received, reasonable normal wear and tear excepted, then Lessor and Tenant shall attempt to confer in good faith to agree in any costs incurred by ▇▇▇▇▇▇, prior to either party seeking any other remedies under this Lease. Tenant shall make all repairs to the interior Premises, including: (1) changing the heating filters which is recommended every 30-60 days; and (2) systems inside the Premises as may be necessary to keep the same in as good a condition as when received, normal wear and tear accepted, other than repairs which Lessor undertakes to perform on behalf under applicable provisions of the Organization, all or some portion Section 7 of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesLease. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallDEPARTMENT shall cause the Facility, at its sole cost as defined above, including all materials and expense maintain equipment owned and/or supplied by the DEPARTMENT, to be of a size, quantity, and preserve quality typical of minimum security correctional institutions and of a sufficient quality to withstand the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and teartear normally associated with a community correctional facility. a) The DEPARTMENT shall ensure that all necessary repairs to the Facility's foundation, exterior and load bearing walls, roof, and the heating, cooling, ventilating, plumbing, and electrical systems are made when said repairs are properly reported by the VENDOR to the DEPARTMENT as a result of routine preventative maintenance checks conducted by the VENDOR and are not caused by negligent or willful act(s) or other activities of residents, or VENDOR staff, or resulting from a failure to properly supervise and/or manage VENDOR staff and/or provide positive correctional custody, control, and supervision of the resident population assigned to the Facility The VENDOR s Facility Administrator will coordinate all Facility maintenance activity. The DEPARTMENT is not responsible for the replacement, betterment, and/or improvements to the Facility, as defined above, or the equipment provided by the DEPARTMENT. b) The VENDOR shall perform any or provide for the performance of all preventative maintenance on all Facility property and equipment provided for and/or associated directly with the correctional custody, control, and supervision of the residents and the supervision and management of VENDOR staff. Additionally, the VENDOR shall maintain all furnishings, equipment and facility structures in good operating order. c) The VENDOR shall perform or provide for the performance of all maintenance and make all repairs to the Facility and replacements required in order to so maintain and preserve the Premises and the its fixtures and appurtenances therein (excluding equipment except those specific repairs and non-operator maintenance to the Facility s foundation, exterior and load bearing walls, roof, and components of the Premises for which Facility s heating, cooling, ventilating, plumbing, and electrical systems that are not caused by, negligent or willful act(s) or other activities of residents, or VENDOR staff, or resulting from a failure to provide positive correctional custody, control, and supervision of the City is expressly responsible under this Agreementresident population assigned to the Facility. d) The VENDOR shall maintain, including but not limited repair, and replace as necessary all interior doors, locking devices, all windows, exterior lighting, and all equipment required, used for, and/or intended to Exhibit Dprovide security, Maintenance/Repair/Renewal/Replacement Schedule)surveillance, and the positive correctional control, custody, and supervision of the resident population assigned to the Facility. Additionally, the VENDOR shall maintain, repair, and replace as necessary all facilities, fixtures, and equipment that are provided by and the property of the DEPARTMENT, used exclusively by VENDOR staff. e) The VENDOR shall maintain and repair both storage buildings at their cost. The Organization VENDOR shall also be responsible for all costs grounds maintenance including upkeep of all landscaped areas, Challenge Course area and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and future landscaping/grounds projects at their cost. f) The VENDOR shall refer to the Premises, if and to the extent that DEPARTMENT the need for such repairs any goods or replacements arises directly or indirectly from any act, omission, misuse or neglect of services which the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City DEPARTMENT is responsible for the cost or value of all General Repair Services provided by the Cityproviding. If the Organization fails to reimburse VENDOR incurs costs for such goods or services directly, then the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesVENDOR will pay those costs. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Owner shall be responsible for repair and maintenance of the foundation, at floors (beneath the carpet or other floor covering), roof, the exterior walls (excluding all glass windows, window frames and doors), and the electrical service to the wall box (before any Tenant finish), the plubing to the wall stubs and common areas. Owner shall also be responsible for the preventative maintenance contract for the roof mounted air conditioning and heating apparatus. Tenant shall pay for these items as provided for in Rider I.(1) (b) Tenant shall use, operate and maintain the Premises and its sole cost systems, including all fixtures and expense maintain and preserve the Premisesequipment installed by Tenant, in such manner as to keep the same condition as exists on the effective date of this Agreement (subject to normal in good order and customary wear and tear) and perform any and condition, making all repairs and replacements required necessary to maintain such good order and condition all at Tenant's expense, including but not limited to, plumbing from the wall stubs, electrical service from the wall box, sewer, water and heating pipes from the exterior wall, and all glass. Tenant shall be responsible for the maintenance (other than preventative maintenance) and repair and/or replacement of any heating, ventilating, air conditioning, plumbing, electrical or other systems and fixtures installed solely to service the Premises, whether installed or paid for by Owner or Tenant. The performance by Tenant of its obligations to maintain the Premises shall be conducted only by contractors approved in order to so writing by Owner, it being understood that Tenant shall procure and maintain and preserve the Premises shall cause contractors engaged by or on behalf of Tenant to procure and the fixtures maintain insurance coverage against such risks and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementin such amounts as Owner may require, including but not limited to Exhibit DWorkmen's Compensation Insurance (as required under the Workmen's Compensation Act of Colorado), Maintenance/Repair/Renewal/Replacement Scheduleissued by such companies as Owner may approve, in connection with such maintenance. If Tenant fails to make any repair within fifteen (15) days after the occurence of the damage necessitating same, or fails to cause other maintenance to be performed within fifteen (15) days after notice from Owner of the need therefor, Owner at its option may make such repair, or cause such other maintenace to be performed, and tenant, shall on demand therefor, pay Owner for the cost thereof, with interest thereon at the Reimbursement Interest Rate from the due date until paid. At the Ending Date of Term or other termination of this Lease, Tenant shall deliver up the Premises including all Alterations (except as otherwise herein provided), in good repair and condition, reasonable wear and tear excepted, and shall deliver to Owner all keys to the Premises. (c) Tenant shall give Owner prompt written notice of any damage to or defects in, the Premises and in the plumbing, electrical, heating, air conditioning and other systems and apparatus located in the Premises. The Organization obligation to repair such damages or defects shall also be responsible as stated in this paragraph 15. In no event shall Owner be obligated to repair any damage to the Premises or the Building caused by any act, omission or negligence of Tenant or Tenant Parties. Tenant shall reimburse Owner for all costs and expenses incurred of repairing and replacing all damage to perform any the Premises and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in Building and to fixtures and equipment caused by Tenant or Tenant Parties or as the Premisesresult of all or any of them moving in or out of Building or by installation or removal of furniture, if fixtures or other property. Such costs and expenses shall be paid by Tenant to Owner on demand, with interest thereon at the Reimbursement Interest Rate from the due date until paid. (d) Owner shall not be liable by reason of any injury to or interference with ▇▇▇▇▇▇'s business arising from the making of any repairs or alterations in or to the extent that Premises or the need for Building or to any appurtenances or equipment therein. There shall be no abatement of Rent because of such repairs or replacements arises directly alterations, or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair because of any nature except as otherwise expressly provided delay by Owner in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of making the Premisessame. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Subject to Section 4.6(g), at its should it become necessary in Lessor's sole cost and expense maintain and preserve discretion during the Premises, in Term hereof to repair the same condition as exists structure of any buildings located on the effective date of this Agreement Property (subject to normal and customary wear and tear) and perform any and all repairs and replacements required the "Buildings"), including but not limited to, the roof, exterior walls, floor slab, windows, exterior doors, HVAC (as defined hereinafter), plumbing or other building systems, in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementgive effect to Lessee's rights hereunder, including but not limited to Exhibit Dmaintaining and ensuring future maintenance of the Property and the environment within the Property in accordance with the FDA's current Good Manufacturing Practices and applicable DEA regulations, Maintenance/Repair/Renewal/Replacement Scheduleor to maintain the Shared Areas in substantially the same condition as on the date hereof, Lessor shall make such repairs at its sole cost and expense, within a reasonable time after notice to do so by Lessee, unless such repairs are required as the result of the gross negligence or willful misconduct of Lessee or its agents, employees or invitees, and, in such cases, such necessary repairs shall be made by Lessee or by Lessor at Lessee's sole cost and expense. (b) Subject to the performance by Lessor of its obligations under Section 4.6(a), Lessee shall keep the Premises, including all improvements and fixtures, in a good, clean and safe condition, in order to keep the same in substantially the same condition as on the date hereof, at all times during the Term of this Agreement, and shall perform such repairs as are required as the result of the gross negligence or willful misconduct of Lessee or its agents, employees or invitees, in each case at Lessee's sole cost and expense. The Organization Lessee shall also keep the equipment in good condition and repair at all times during the Term of this Agreement. (c) Lessee shall be responsible for the repair of all costs and expenses incurred to perform any uninsured damage caused by Lessee, and all repairs maintenance required as a result of the gross negligence or willful misconduct of Lessee, to the plumbing, electrical and replacements other fixtures located within the Premises. (whether structural d) Lessee shall comply in all material respects with all laws, ordinances, orders and regulations of governmental authorities relating to Lessee's manner of use of the Premises and the actual conduct of Lessee's business. (e) Lessee shall promptly notify the Lessor in writing of any damage to or non-structural; interior defects in the Premises, and of any injuries to persons or exterior; property which occur therein, of which Lessee had actual notice. (f) Lessee shall not take or fail to take any action which, as a direct result, increases the amount of Lessor's insurance premiums in relation to the Premises and ordinary will comply with all reasonable recommendations of Lessor's insurer with respect to any precautions concerning life and safety and against fire. Lessee hereby agrees to reimburse Lessor for any increase in Lessor's insurance premiums which directly result from Lessee's actions or extraordinary)inactions. (g) In the event that during the Term hereof any alteration, in and addition, repair, maintenance or other change to the Premises, or any portion thereof, is required to be made in connection with the enactment, amendment or repeal of any statute, ordinance, rule or regulation, including under FDA, DEA rules and regulations, or the rendering of any judicial or administrative decision increasing building standards above the standards existing on the date hereof, then and in that event: (i) if such repair, maintenance, alteration, addition or change is required primarily by reason of the manner or mode or character of Lessee's use of the Premises, Lessee shall have the right to terminate this Agreement by giving notice to Lessor, in which case this Agreement shall terminate as of the date that is 90 calendar days after the date such notice is given, and if Lessee does not elect to terminate this Agreement, then Lessee shall make such alteration, addition or change at Lessee's sole cost and expense and in compliance with the terms of this Agreement; (ii) subject to Section 4.7(c), if said repair, maintenance, alteration, addition or change is required for any other reason, including, but not limited to, a structural defect in or other condition relating to the extent that Premises which was in existence as of the need date hereof, then said alteration, addition or change shall be made at Lessor's sole cost and expense and within a commercially reasonable amount of time. (h) Lessor, its agents and representatives, may enter upon the Premises at any reasonable time and upon reasonable notice and without unreasonably interfering with Lessee's business, emergencies excepted, for the purpose of inspecting the same, or as otherwise required by any applicable law, rule or regulation or by Lessor in respect of security matters or for the Buildings' safety and protection. (i) Notwithstanding the foregoing provisions, if Lessee has actual knowledge of any condition requiring any immediate, urgent repair to the Premises or requiring the performance of any other urgent action, and any delay in the performance thereof may result in material loss or damage to the Premises, Lessee shall have the right, at its option, to make such repairs or replacements arises directly perform such act promptly without obtaining Lessor's prior approval if otherwise required hereunder. Any condition which shuts down any or indirectly from any act, omission, misuse or neglect all of Lessee's production on the Premises shall de facto be a condition requiring urgent repair. Lessee shall as soon as practicable thereafter notify Lessor of the Organization and/or facts and shall be entitled to be reimbursed promptly for all its officersreasonable costs incurred in connection therewith, employeesprovided, agents, contractors, guests, and/or invitees. All repairs or replacements required it is not otherwise Lessee's responsibility under this Article XI(A) shall be subject Agreement to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedmake said corrections. B. Notwithstanding (j) Lessor shall have the aboveright to contest or review by legal proceedings or in any such other manner as Lessor deems suitable, from time to time during the term of the Agreementany laws, City may elect, in its sole discretion ordinances and by delivery of written notice to the Organization, to regulations requiring that Lessor perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to a repair, maintain, restore or replace any portion provided that such right to contest shall not unreasonably disturb Lessee's use and operation of the Premises. Lessee shall cooperate with Lessor, execute such documents and perform such acts as may be reasonably required to effectively prosecute such contest or review, all at Lessor's sole cost and expense. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Unless otherwise expressly provided, at its sole cost and expense maintain and preserve Lessor shall not be required to make any improvements, replacements or repairs of any kind or character to the Premises, in Premises during the same condition as exists on the effective date term of this Agreement (subject to normal Lease. Notwithstanding the foregoing, Lessor acknowledges and customary wear agrees that it shall be solely responsible for the repair and tear) and perform any and maintenance of all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components structural elements of the Premises for which the City is expressly responsible under this Agreementbuilding, including including, but not limited to Exhibit Dthe floor slab, Maintenance/Repair/Renewal/Replacement Schedule)exterior and all other load bearing walls and roof thereof as well as the underground components of all utility systems serving the Premises. The Organization In addition, Lessor acknowledges and agrees that it shall also maintain such components of the building for which it is responsible hereunder and all Common Areas in accordance with the standards then applicable to other similarly situated first-class office buildings in the Durham, North Carolina area. Lessor shall not be liable to Lessee, except as expressly provided in this Lease, for any damage or inconvenience, and Lessee shall not be entitled to any abatement or deduction of rent by reason of any repairs, alterations or additions made by Lessee under this Lease, provided same are conducted in such a manner so as to minimize any interference with Lessee’s business operations. Lessee will be required to maintain and repair all damage to each and every part of the Premises, which are not the responsibility of Lessor hereunder including without limitation, the water apparatus, HVAC, electric lights or any other fixtures, appliances or appurtenances of the Premises such as walls, doors, corridors, windows and other structures and equipment within and serving the Premises, unless the same are necessitated by Lessor’s negligence or the negligence of its agents or contractors (in which event Lessor shall be responsible for all costs the repair thereof). Lessee shall enter into and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), keep in and force throughout the term of the Lease a maintenance/service contract with respect to the PremisesHVAC system and, if and at Lessor’s request, shall submit proof of such contract. Notwithstanding the foregoing, or any other provision contained herein to the extent contrary, Lessor acknowledges and agrees that Lessee’s responsibility with respect to the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect HVAC system serving the Premises shall be limited to the maintenance of the Organization and/or its officers, employees, agents, contractors, guests, and/or inviteesrequired service contract and for repairs required thereto costing less than $750.00 per occurrence. All Lessor acknowledges and agrees that it shall be solely responsible for any repairs or replacements required to the HVAC system costing in excess of $750.00 per occurrence. Lessee agrees to keep the Premises trash-free and to pay the cost of trash and debris removal as related to Lessee’s operation. Lessee agrees to use a trash removal service designated by Lessor (provided same is competitively priced) and Lessee shall be billed directly for such service. Lessee shall remove all liens of record that may result from Lessee’s performance of any repairs or maintenance required under this Article XI(A) Paragraph 9 and shall make all such repairs and perform all such maintenance in a good and workmanlike manner. Lessee agrees that all such repair and maintenance work shall be subject in compliance with federal, state and local law, including, but not limited to, the Americans with Disabilities Act (the “ADA”). Notwithstanding any other provision contained herein to the supervision contrary, Lessor represents and control warrants to Lessee that as of the CityCommencement Date and for a period of sixty (60) days thereafter, all utility systems serving the Premises, including, but not limited to the HVAC system shall be in good working order. In addition, Lessor represents and warrants that as of the Commencement Date the building and Premises shall comply in all material respects with all laws, rules and regulations governing the same including, but not limited to the ADA. Furthermore, in addition to Lessor’s obligations elsewhere in this Lease, Lessor shall at Lessor’s sole cost and expense, and with reasonable diligence perform all the following repairs and replacements shall be made with materials or improvements: (a) repairs which are required as a result of equal latent or better quality than hidden defects present in the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term Premises as of the AgreementCommencement Date, City may elect(b) any repairs or improvements which are necessary to comply with any law, in its sole discretion and ordinance, order or restriction now or hereafter imposed by delivery any federal, state or local government or governmental body, exclusive of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair or improvement made necessary solely as a result of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion Lessee’s use of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall26.1. Except as otherwise provided in this Agreement, at its sole cost the Licensee shall undertake and expense maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and is responsible for all repairs and replacements required in order maintenance of the Cafe. 26.2. Licensee shall be responsible for all damage or injury to so maintain and preserve the Premises Cafe or any other part of Library Building and the fixtures systems and appurtenances therein (excluding those specific components equipment thereof, whether requiring structural or nonstructural repairs, caused by or resulting from carelessness, omission, neglect or improper conduct of Licensee, Licensee’s sublessees, agents, employees, invitees or licensees, or which arise out of any work, labor, service or equipment done for or supplied to Licensee or any sublessee arising out of the Premises installation, use or operation of the Cafe or equipment of Licensee or any sublessees. Licensee shall repair all damage to Library Building and the Cafe caused by Licensee moving of its fixtures, furniture and equipment. All other necessary repairs in or to Library Building, the Cafe or the systems thereof shall be performed by the Licensee in accordance with this Agreement. The City shall maintain Library Building in good working order and repair including the exterior and the structural portions thereof. Licensee agrees to give prompt notice under the circumstances of any defective condition in Library Building or the Cafe for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also may be responsible hereunder. Except as provided herein, there shall be no allowance to Licensee for all costs diminution of License Fee Payment value and expenses incurred no liability on the part of the City by reason of inconvenience, annoyance or injury to perform business arising from the City or others making repairs, alterations, additions or improvements in or to any and all repairs and replacements (whether structural portion of Library Building or non-structural; interior the Cafe or exterior; and ordinary or extraordinary), in and to the Premisesfixtures, if and appurtenances or equipment thereof. It is specifically agreed that Licensee shall not be entitled to the extent that the need for such repairs any setoff or replacements arises directly or indirectly from reduction of License Fee Payment by reason of any act, omission, misuse or neglect failure of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs City to comply with the covenants of this or replacements required under this Article XI(A) shall be subject to the supervision and control any other article of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. Licensee agrees that Licensee’s sole remedy at law in such instance will be by way of an action for damages for breach of contract. The Organization provisions of this Section shall reimburse not apply in the City for the cost case of fire or value other casualty which are dealt with by other Sections of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallTenant shall keep, maintain and repair, at its sole cost and expense maintain and preserve expense, the Premises, including, without limitation, the roof, walls, footings, foundations, HVAC, mechanical and electrical equipment and systems in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve or serving the Premises and the fixtures structural and appurtenances therein (excluding those specific nonstructural components and systems of the Premises for which the City is expressly responsible under this AgreementPremises, including but not limited to Exhibit Dparking areas, Maintenance/Repair/Renewal/Replacement Schedule). The Organization sidewalks, roadways and landscaping in good repair and appearance, and shall also be responsible for all costs and expenses incurred to perform any and make all repairs and replacements (substantially equivalent in quality and workmanship to the original work) of every kind and nature, whether structural foreseen or non-structural; interior unforeseen, which may reasonably be required to be made in order to keep and maintain the Premises in as good repair and appearance as they were when originally constructed, except for ordinary wear and tear and (other than for any Restoration required by the terms of this Lease) any damage to the Premises by any Material Taking of the Premises. Tenant shall do or exterior; cause others to do all shoring of the Premises or of the foundations and ordinary walls of the Building and every other act necessary or extraordinaryappropriate for the preservation and safety thereof (including, without limitation, any repairs required by Law as contemplated by Section 10 of this Part II), by reason or in and to connection with any excavation or other building operation upon the Premises, if and Landlord shall have no obligation to do so. Landlord shall not be required to make any repair, replacement, maintenance or other work whatsoever, or to maintain the Premises in any way, and Tenant waives the right to make repairs, replacements or to perform maintenance or other work at the expense of Landlord, which right may be provided for in any Laws. Nothing in the preceding sentence shall be deemed to preclude Tenant from being entitled to insurance proceeds or awards for any taking to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or inviteesprovided in this Lease. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may electTenant shall, in its sole discretion and by delivery of written notice to the Organizationall events, to perform on behalf of the Organization, make all or some portion of the repairs, maintenancereplacements and perform maintenance and other work for which it is responsible hereunder, restoration in a good, proper and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesworkmanlike manner. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Except repairs, replacements or maintenance necessitated in any manner by the negligent or intentional acts or omissions of Lessee or its agents, Lessor shall maintain the roof and exterior walls, floor, parking area and walkways, plumbing and electrical systems, and area landscaping in good condition and repair at its own expense. Lessee shall maintain the balance of the Premises and appurtenances, including, but not limited to, heating and air conditioning units, in good condition and repair at its expense. Lessor represents and warrants that, as of the Commencement Date, the HVAC system, roof structure, fire sprinkler system, and structural integrity of the walls and foundation are in good condition, functioning properly, and to Lessor’s current and actual knowledge not in need of repair. Lessee agrees that on the last day of the term or sooner termination of the Lease, it will surrender the Premises to Lessor in as good condition as they are as of the Commencement Date, damage by fire, act of God or by the elements of other casualty excepted to the extent such Lessor is reimbursed by insurance for such loss. If Lessee shall fail to keep the Premises properly repaired, Lessor may do so (but is not obligated), and the cost of such repair shall be paid by Lessee with the next installment of and as rent due hereunder. Lessor shall cooperate reasonably with Lessee to utilize all manufacturers’ and construction warranties related to Lessor’s Work. When Lessor has an obligation to repair, Lessor shall repair such item(s) or area(s) within a commercially reasonable amount of time after receipt of written notice from Lessee, unless due to the nature of such repair, more than thirty days are needed to repair in which case Lessor shall begin such repair within thirty days and diligently pursue such repair to completion. Notwithstanding anything to the contrary in the Lease, Lessor shall have no obligation to perform any work on or about the Property or Premises other than that for which Lessor is obligated by the Lease and that which is as specifically set forth herein. Lessee shall, at its Lessee’s sole cost and expense maintain expense, fully, diligently, and preserve in a timely manner comply with all “Applicable Requirements,” which term is used in this Lease to mean all laws, rules, regulations, ordinances, directives, covenants, easements, and restrictions of record, permits, the Premisesrequirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or consultants, relating in the same condition as exists on the effective date of this Agreement (subject any manner to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit Dmatters pertaining to (a) industrial hygiene, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural b) environmental conditions on, in, under, or non-structural; interior or exterior; and ordinary or extraordinary), in and to about the Premises, if including soil and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the Citygroundwater conditions, and all repairs and replacements shall be made with materials of equal or better quality than (c) the items being repaired or replaced. B. Notwithstanding the aboveuse, from time to time during the term of the Agreementgeneration, City may electmanufacture, in its sole discretion and by delivery of written notice to the Organizationproduction, to perform on behalf of the Organization, all or some portion of the repairsinstallation, maintenance, restoration removal, transportation, storage, spill, or release of any Hazardous Substance), now in effect or which may hereafter come into effect. Lessee shall, within 5 days after receipt of Lessor’s written request, provide Lessor with copies of all documents and replacement information evidencing Lessee’s compliance with any Applicable Requirements, and shall immediately upon receipt notify Lessor in writing (collectively referred with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint, or report pertaining to as “General Repair Services”) in and to or involving failure by Lessee or the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform comply with any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesApplicable Requirements. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. 9.1 The Organization shallLessor undertakes to maintain the exterior and public parts of the Demised Premises [and of the building], including, without limitation, its foundations, pillars, beams, floors, roofs, terraces, walls and other structural parts, its entrances, its common areas (including, without limitation, halls, corridors, [elevators] and stairways), its main sewers, drains, gutters, window and door casings, and the like, its heating and air conditioning equipment, and toilets, and all building systems (including, without limitation, plumbing and electrical systems) in good repair and tenantable condition, including, without limitation, repainting and repairing [at its sole cost intervals of two years OR specify frequency of maintenance service] and, when their condition warrants, earlier attention. For this purpose, and expense subject to UNHCR’s agreement, the Lessor shall have the right, upon reasonable prior notice to UNHCR, and at reasonable times, to enter, inspect and make any necessary repairs to the Demised Premises, and may enter the Demised Premises forthwith whenever reasonably necessary to make emergency repairs. All such work shall be carried out with minimal disruption to UNHCR. Any such maintenance or repair work shall be of a quality no less than the original work or construction. 9.2 [DELETE this clause if there are no elevators in the Demised Premises:] In addition to the Lessor’s responsibility to maintain and preserve repair all elevators in accordance with Article 9.1 hereof, the PremisesLessor, in upon request from UNHCR, shall provide UNHCR with the same condition as exists on certificate(s) of maintenance and certificate(s) of inspection for any or all of the effective date elevators serving the areas and floors occupied by UNHCR. 9.3 UNHCR shall take reasonable care of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Demised Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)therein. The Organization UNHCR shall also be responsible for all costs minor repairs to, and expenses incurred to perform any routine maintenance of, the Demised Premises arising from its occupation and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect use of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time Demised Premises during the term of this Lease, [NOTE: it may be useful to insert a financial cap for UNHCR’s obligation under this Article to maintain the AgreementDemised Premises.]. Such minor repairs include the routine repair of locks, City may electwindows, doors, floors, fittings, lightings, appurtenances and sanitary ware. UNHCR shall not be responsible for (i) reasonable wear and tear; (ii) obsolescence; (iii) damage by the elements or circumstances over which UNHCR has no control; (iv) damage caused by, or resulting from, any acts or omissions of the Lessor, its employees, officers, agents, or subcontractors; or (v) damages or defects set out in the Entry Inspection Letter described in Article 3 above. 9.4 The Lessor undertakes and agrees to maintain the sidewalks of [the Demised Premises] OR [of the building] in good repair and free of [ice, snow and] any obstruction and to accept all liability in connection therewith. 9.5 [DELETE this clause unless the building is to be shared with other occupants:] The Lessor undertakes that no part of the building in which the Demised Premises are located shall be let or used for any illegal purpose or for gambling and, in its sole discretion and by delivery of written notice considering potential tenants or any activities to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) take place in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the Citysuch building, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until Lessor shall take into account that UNHCR is a tenant in the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Demised Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallCompany covenants and agrees that it will, during the Term of this Lease, at its sole cost own expense, keep and expense maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any Project and all repairs parts thereof in good condition and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementrepair, including but not limited to Exhibit Dthe furnishing of all parts, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs mechanisms and expenses incurred devices required to perform any keep the machinery, equipment and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect personal property constituting a part of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision Project in good mechanical and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedworking order. B. Notwithstanding the above, from time (a) With respect only to time during the term such items of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all machinery or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the equipment that originally cost $75,000 or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shallmore, to the extent permitted by budget appropriationsfollowing: (i) Prior to any such removal, repairthe Company shall furnish the certificate described below to the Trustee and pay any consideration received for such machinery or equipment as set forth in said certificate to the Trustee and the Trustee shall deposit such amount in the Principal and Interest Payment Account. Any money deposited in the Principal and Interest Payment Account pursuant to this Section shall be used to redeem Outstanding Bonds at their earliest optional redemption date. (ii) The Company may remove any machinery or equipment constituting a part of the Project without complying with the provisions of subsection (i) above; provided, replacehowever, that the Company shall promptly replace any such machinery or equipment so removed with machinery or equipment of the same or a different kind but which perform the same function as the machinery or equipment so removed, and restore the following:machinery or equipment so acquired by the Company to replace such machinery or equipment thereafter shall be deemed a part of the Project. The Company shall maintain accurate records of such replacements and upon request shall prepare a certificate of the Authorized Company Representative setting forth a complete description, including make, model and serial numbers, if any, of the machinery or equipment which the Company has acquired to replace the machinery or equipment so removed by the Company, stating the cost thereof and the respective acquisition dates. (iii) Prior to any such removal, the Company shall prepare a certificate signed by the Authorized Company Representative (A) containing a complete description, including the make, model and serial numbers, if any, of any machinery and equipment constituting a part of the Project which it proposes to remove,

Repairs and Maintenance. A. The Organization shall▇. ▇▇▇▇▇▇▇▇ agrees to maintain in good condition and repair the foundation, at its sole cost and expense maintain and preserve the Premisesroof, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any elevators, exterior masonry walls and all repairs Common Areas (including landscaping and replacements required in order to so maintain snow removal), as well as sewer, water and preserve other pipes and conduits located beyond the Premises and the fixtures and appurtenances therein (excluding those specific components boundaries of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent such sewer, water and other pipes and conduits do not exclusively serve the Premises; and to make all repairs becoming necessary by reason of any structural defects; provided, however, that the need for such Landlord shall not be required to make any repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect necessitated by reason of the Organization and/or act or omission of Tenant, its officers, agents, employees, agentsvisitors or anyone claiming under or through Tenant, contractorsor caused by any alteration, guests, and/or invitees. All repairs addition or replacements required under this Article XI(A) shall be subject to the supervision and control of the Cityimprovement made by Tenant, and all repairs and replacements if Landlord does make any such repair, Tenant shall be made with materials of equal or better quality than promptly, upon demand, reimburse Landlord the items being repaired or replacedcost thereof. B. Notwithstanding Landlord shall provide the abovefollowing: (i) Heating, ventilation and air conditioning in the Premises at a temperature required in Landlord’s reasonable judgment for comfortable occupancy of the Premises during the hours of 7:00 AM to 7:00 PM, Monday through Friday and 8:00 AM to 5:00 PM, Saturday (a low of 67 degrees, a high of 75 degrees during such normal operating hours). If Tenant requires service at any other time or requires a different temperature level, Landlord shall furnish such “after hours” and/or additional service upon reasonable prior notice from Tenant, and Tenant shall pay, as Additional Rent hereunder, all of Landlord’s cost (currently $75 per hour for a minimum of 2 hours for “after hours” service and costs to be determined for additional service) within 30 days of receipt of an invoice therefore. Landlord will provide heating, ventilation, and air conditioning to the Premises based on standard lighting and general office use only and Landlord shall not be liable for its failure to maintain comfortable atmospheric conditions in any part of the Premises due to heat generated by any equipment or machinery installed by Tenant (with or without the consent of Landlord) that exceeds generally accepted engineering design practices for normal office purposes; such equipment/machinery includes, but is not limited to: data processing equipment, heavy-duty computer equipment, reproduction equipment, and/or other machines, devices or equipment that adversely affect the temperature otherwise maintained in the Premises. If Tenant requires additional cooling to offset excessive heat generated by such equipment or machinery, Tenant shall pay for auxiliary cooling equipment and its operating costs within thirty (30) days of receipt of an invoice from Landlord. (ii) Cold water for drinks, lavatory and toilet purposes and hot water for lavatory purposes. Tenant will, to the fullest extent prudent business practices allow, use commercially reasonable efforts to minimize its water consumption. ▇. ▇▇▇▇▇▇, from time to time during time, at its expense, shall make all necessary repairs and perform all necessary maintenance to the term interior of the AgreementPremises and not Landlord’s responsibility pursuant to Sections 7(A), City may elect7(B) and 8. Landlord’s reasonable determination that repairs or maintenance are necessary shall be binding on Tenant. If Tenant fails to maintain and repair the Premises as required hereunder, Landlord may, on 10 days’ prior notice (except no notice shall be required in its sole discretion the case of emergency), enter the Premises and by delivery of written notice to the Organization, to perform such maintenance or repair on behalf of the OrganizationTenant. In such case, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization Tenant shall reimburse the City Landlord for the cost all costs incurred in performing such maintenance or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesimmediately upon demand. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Lessor shall maintain the foundation, exterior walls (with the exception of glass; windows; doors; door closure devices; window and door frames; molding; locks and hardware) and exterior painting or other treatment of exterior walls, and the roof of the leased Premises in good repair except that the Lessor shall not be required to make any repairs resulting from the negligence or acts of negligence on the behalf of the Lessee, its staff, employees, sublessees, licensees and concessionaires. The Lessee shall be responsible for maintenance of the common areas and common area equipment and furnishings. Any such repairs and/or maintenance in which the Lessor would be responsible, the Lessee agrees to provide Lessor with written notice of the needed repairs and/or maintenance, and Lessor shall ensure that any repairs and/or maintenance shall be made and completed within a reasonable time frame. Lessee shall notify the Lessor of any emergency repairs to be made. Lessee shall keep the interior of the leased Premises in good, clean and workable condition and shall, at its sole cost expense, make all needed repairs and expense maintain replacements, including replacement of cracked or broken glass, windows, doors, door closure devices, door and preserve the Premiseswindow frames, in the same condition as exists on the effective date of this Agreement (subject to normal molding, locks and customary wear and tear) and perform any and all hardware, except for repairs and replacements required in order to so maintain and preserve be made by the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible Lessor under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)section. The Organization shall also be responsible for all costs and expenses incurred to perform In the event that any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed made by the Organization under this Agreement. The Organization Lessee hereunder are not made within ____________________ days after written notice delivered to the Lessee by the Lessor, the Lessor shall reimburse reserve the City right and option to make or have said repairs made without liability to the Lessor for any loss or damage which may result by reason of such repairs, and that Lessee shall pay to the Lessor, upon demand as additional rent hereunder, the cost of such repairs plus. At the termination of this Lease, Lessee shall deliver the leased premises in good order and condition, normal wear and tear excepted. Normal wear and tear meaning the deterioration which results from normal use and not as an act of carelessness, neglect, accident or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesabuse. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Owner shall be responsible for repair and maintenance of the foundation, at floors (beneath the carpet or other floor covering), roof, the exterior walls (excluding all glass windows, window frames and doors), and the electrical service to the wall box (before any Tenant finish), the plumbing to the wall stubs and common areas. Owner shall also be responsible for the preventative maintenance contract for the roof mounted air conditioning and heating apparatus. Tenant shall pay for these items as provided for in Rider I. (b) Tenant shall use, operate and maintain the Premises and its sole cost systems, including all fixtures and expense maintain and preserve the Premisesequipment installed by Tenant, in such manner as to keep the same condition as exists on the effective date of this Agreement (subject to normal in good order and customary wear and tear) and perform any and condition, making all repairs and replacements required necessary to maintain such good order and condition all at Tenant's expense, including but not limited to, plumbing from the wall stubs, electrical service from the wall box, sewer, water and heating pipes from the exterior wall, and all glass. Tenant shall be responsible for the maintenance (other than preventative maintenance) and repair and/or replacement of any heating, ventilating, air conditioning, plumbing, electrical or other systems and fixtures installed solely to service the Premises, whether installed or paid for by Owner or Tenant. The performance by Tenant of its obligations to maintain the Premises shall be conducted only by contractors approved in order to so writing by Owner, it being understood that Tenant shall procure and maintain and preserve the Premises shall cause contractors engaged by or on behalf of Tenant to procure and the fixtures maintain insurance coverage against such risks and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementin such amounts as Owner may require, including but not limited to Exhibit DWorkmen's Compensation Insurance (as required under the Workmen's Compensation Act of Colorado), Maintenance/Repair/Renewal/Replacement Scheduleissued by such companies as Owner may approve, in connection with such maintenance. If Tenant fails to make any repair within fifteen (15) days after the occurrence of the damage necessitating same, or fails to cause other maintenance to be performed within fifteen (15) days after notice from Owner of the need therefor, Owner at its option may make such repair, or cause such other maintenance to be performed, and Tenant, shall on demand therefor, pay Owner for the cost thereof, with interest thereon at the Reimbursement Interest Rate from the due date until paid. At the Ending Date of Term or other termination of this Lease, Tenant shall deliver up the Premises including all Alterations (except as otherwise herein provided), in good repair and condition, reasonable wear and tear excepted, and shall deliver to Owner all keys to the Premises. (c) Tenant shall give Owner prompt written notice of any damage to or defects in, the Premises and in the plumbing, electrical, heating, air conditioning and other systems and apparatus located in the Premises. The Organization obligation to repair such damages or defects shall also be responsible as stated in this paragraph 15. In no event shall Owner be obligated to repair any damage to the Premises or the Building caused by any act, omission or negligence of Tenant or Tenant Parties. Tenant shall reimburse Owner for all costs and expenses incurred of repairing and replacing all damage to perform any the Premises and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in Building and to fixtures and equipment caused by Tenant or Tenant Parties or as the Premisesresult of all or any of them moving in or out of Building or by installation or removal of furniture, if fixtures or other property. Such costs and expenses shall be paid by Tenant to Owner on demand, with interest thereon at the Reimbursement Interest Rate from the due date until paid. (d) Owner shall not be liable by reason of any injury to or interference with Tena▇▇'▇ ▇usiness arising from the making of any repairs or alterations in or to the extent that Premises or the need for Building or to any appurtenances or equipment therein. There shall be no abatement of Rent because of such repairs or replacements arises directly alterations, or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair because of any nature except as otherwise expressly provided delay by Owner in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of making the Premisessame. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization (a) Unless otherwise expressly provided, Lessor shall not be required to make any improvements, replacements or repairs of any kind or character to the leased premises during the term of this Lease, except repairs to walls, doors, corridors, windows and other structures and equipment within and serving the leased premises, and additional maintenance as may be necessary because of damage by persons other than Lessee, its agents, employees, invitees, licensees or visitors, and as may be necessary solely because of the negligence of Lessor, which repairs shall be made by Lessor at its expense beginning not more than fifteen (15) days after written notice by Lessee. Lessor's cost of maintaining the items set forth in this subparagraph are subject to the additional rental provisions in paragraph 3. Lessor shall not be liable to Lessee, except as expressly provided in this Lease, for any damage or inconvenience, and Lessee shall not be entitled to any abatement or reduction of rent by reason of any repairs, alterations or additions made by Lessor under this Lease. (b) Lessee shall, at its sole own cost and expense maintain and preserve expense, repair or replace any damage or injury to all or any part of the Premisesleased premises caused by Lessee or Lessee's agents, in employees, invitees, licensees or visitors; provided, however, if Lessee fails to make the same condition as exists on repairs or replacements promptly, Lessor may, at its option, make the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and or replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components costs of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect shall be charged to Lessee as additional rental and shall become payable by Lessee with the payment of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedrental next due hereunder. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”c) in and to the Premises required Lessee shall not allow any damage to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace committed on any portion of the Premisesleased premises, and at the termination of this Lease, by lapse of time or otherwise, Lessee shall deliver the leased premises to Lessor in as good condition as existed at the commencement date or completion date of this Lease, ordinary wear and tear excepted. The cost and expense of any repairs necessary to restore the condition of the leased premises shall be borne by Lessee, and if Lessor undertakes to restore the leased premises it shall have a right of reimbursement against Lessee. C. To (d) All requests for repairs or maintenance that are the extent not otherwise addressed herein, responsibility of Lessor pursuant to any provision of this Lease must be made in writing to Lessor at the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:address set forth below.

Repairs and Maintenance. A. The Organization Lessee shall, at all times during the term, and at its sole own cost and expense expense, keep and maintain in good order and preserve condition the Premisesoffices and all improvements on the demised Premises and their full equipment and appurtenances, and make all repairs thereto and any restorations, replacements, and renewals thereof, structural and non-structural, seen or unforeseen, howsoever the necessity or desirability for repairs may occur; and shall use all reasonable precaution to prevent waste, damage or injury. Notwithstanding the obligation of the Lessee hereunder to make all necessary repairs to the demised premises, the Lessor may enter upon the premises and make such repairs or alterations as may be necessary for the safety and preservation thereof provided, however, that, except in the same condition as exists on case of emergency, the effective date Lessor shall give Lessee ten (10) days notice before making any repairs. In the event that Lessee shall fail or neglect to make such repairs, Lessor or its agents may enter upon the premises for the purpose of this Agreement (subject to normal and customary wear and tear) and perform any and all making such repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)consequent thereon, in and with interest thereon, shall be repaid by the Lessee to the PremisesLessor as additional rent. The receipted payment by the Lessor for the making of such repairs, if alterations, or improvements shall be prima facie evidence of the reasonableness of such charges therefor and to the extent that the need for such repairs or replacements arises directly or indirectly from any actsame have been paid by the Lessor. Lessor shall, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and at all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time times during the term of the Agreementthis Lease, City may electat Lessor's sole cost and expense, in its sole discretion provide standard janitorial and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement cleaning services three (collectively referred to as “General Repair Services”3) in and to the Premises required to be performed by the Organization under this Agreementtimes each week. The Organization janitorial services and cleaning services shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the Cityinclude, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless but not be limited to, emptying trash and until the City affirmatively elects to provide General Repair Serviceswaste, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit Dvacuuming carpeted areas, Maintenance/Repair/Renewal/Replacement Schedulemopping uncarpeted areas, to repaircleaning water closets, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replacedusting furniture, and restore the following:pictures, and other similar services. It shall not include cleaning carpets, waxing floors, painting, or similar services.

Repairs and Maintenance. A. The Organization LESSOR shall, at all times during this Agreement and at its sole own cost and expense maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriationsexpense, repair, replace, and restore maintain in a good, safe, and substantial condition, the followinginterior and exterior of the building and all plumbing and electrical systems. LESSEE shall be responsible for the cost of any individual repair, maintenance, or replacement expense that is less than or equal to $500. LESSOR shall be responsible for the cost of any individual repair, maintenance, or replacement expense exceeding $500. By way of explanation, and not by way of limitation, LESSOR's obligations shall include repairs and maintenance related to electrical systems, plumbing, air conditioning, immovable fixtures, and the roof, except that LESSEE shall be responsible for any such costs that do not exceed $500. B. LESSEE shall, at ▇▇▇▇▇▇’s sole cost and expense, be responsible for all snow removal and lawn maintenance, including but not limited to, clearing sidewalks, driveways, and parking areas of snow and ice, mowing, trimming, and general upkeep of all landscaped areas. LESSEE shall perform such maintenance in a timely manner to ensure the safety and proper appearance of the premises. All applications and connections for necessary utility services on the demised premises shall be made in the name of LESSEE only, and LESSEE shall be solely liable for utility charges as they become due, including those for sewer, water, gas, electricity, and telephone/internet services. A. During the term of the Agreement and for any further time that LESSEE shall hold the demised premises, LESSEE shall obtain and maintain at LESSEE’s expense the following types and amounts of insurance: (1) Personal injury insurance. Throughout the term of this Agreement, LESSEE shall maintain at LESSEE'S sole cost, public liability insurance with a minimum limit of $500,000.00 for bodily and personal injury in any one occurrence. (2) Personal property insurance. Throughout the term of this Agreement, LESSEE, at LESSEE'S, sole cost, shall provide insurance covering all of LESSEE’S personal property. B. All insurance provided by LESSEE as required by this section shall be carried in favor of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ as their respective interests may appear. Copies of the policies or certificates of insurance shall be delivered by LESSEE to LESSOR. All policies shall require 45 days notice by registered mail to LESSOR of any cancellation or change affecting any interest of LESSOR. C. During the term of the Agreement and for any further time that LESSEE shall hold the demised premises, LESSOR shall obtain and maintain at LESSOR’s sole cost and expense property damage insurance covering the leased premises and all improvements thereon.

Repairs and Maintenance. A. The Organization shall(a) Operator, at its sole cost and expense expense, shall manage, maintain and preserve promptly repair the PremisesExisting Plant including, without limitation, all machinery, equipment, fixtures, apparatus, lines, pipes, sidewalks, passageways, roadways, curbs, parking areas and landscaping, and all personal property used in the same condition operation of the Existing Plant, and shall keep them in as exists on the effective date of this Agreement (subject to normal and customary good condition, ordinary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve tear excepted, as they exist upon the Premises and Term Commencement Date or upon their subsequent installation, as the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementcase may be, including but not limited to Exhibit Dprovided, Maintenance/Repair/Renewal/Replacement Schedule). The Organization however, that Owner shall also be responsible for all costs the maintenance and expenses incurred to perform any and all repairs and replacements repair of the portions of the Existing Plant (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)i) reserved for the exclusive use of Owner, in and to the Premises, if and but only to the extent that the need for such repairs maintenance and repair is necessary principally because of Owner's use, or replacements arises directly (ii) which are damaged or indirectly from any act, omission, misuse require unusual or neglect extraordinary maintenance or repair as a result solely of Owner's use of the Organization and/or its officersExisting Plant. Without limiting the foregoing, employeesOperator shall maintain the capability of the Existing Plant to start up from a dead start, agentswithout utility power. "Repair" shall include replacement, contractorsrestoration and renewal when necessary. Operator's obligations under this Article apply to all repairs, guestsinterior and exterior, and/or inviteesstructural and non-structural, ordinary and extraordinary, and foreseen and unforeseen. All repairs or replacements required under this Article XI(A) made by Operator shall be subject to the supervision of good quality and control class. Operator shall do all necessary shoring of foundations and walls of any structures of the CityExisting Plant and every other act or thing for the safety and preservation of them and any other part of the Existing Plant which may be necessary by reason of any excavation or other building operation upon any adjoining property or street, alleyway or passageway. Operator shall manage and maintain the Existing Plant as would a prudent owner and shall not commit, or permit to be committed, any waste or any nuisance on them, or permit any part of the Existing Plant to be used for any dangerous, noxious or offensive purpose, and all repairs and replacements shall be made with materials not permit any damaged improvement to remain at the Existing Plant for an unreasonable period of equal or better quality than time. Without limiting the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term generality of the Agreementforegoing and the provisions of Section 7.02, City may elect, Operator shall repair and maintain the Existing Plant in its sole discretion and by delivery of written notice accordance with the minimum requirements set forth in Exhibit D attached to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLessor shall maintain the roof, foundation, exterior walls, floor, parking area, walkways, plumbing, electrical systems, and area landscaping in good condition and repair at his own expense, including without limitation snow removal, except that Lessee shall repair any damage to such through its business operations of occupancy of the buildings, reasonable wear and tear excluded. Lessee shall maintain the balance of the premises and appurtenances, including heating and air conditioning units, in good condition and repair at its sole cost expense. Lessor hereby represents and expense maintain warrants that all heating, ventilation, air conditioning, mechanical, electrical and preserve the Premises, plumbing systems and equipment in the same condition as exists or on the effective date Leased Premises are in good condition and repair and are in operable and serviceable condition. Lessor shall be responsible for all capital expense with regards to the HVAC units provided Lessee has properly maintained the units during the term of this Agreement (subject to lease. Lessee is responsible for all normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components maintenance expense of the Premises for which the City is expressly responsible under this Agreement, including HVAC units to include but not limited to Exhibit Dservice calls, Maintenance/Repair/Renewal/Replacement Schedule)filter changes, lubrication. The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent Lessee acknowledges that the need for such repairs premises are in good order and repair and agrees that on the last day of said term or replacements arises directly or indirectly from any act, omission, misuse or neglect sooner termination of the Organization and/or its officerslease, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject it will surrender said premises to Lessor in as good condition as they are at the supervision and control commencement of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of this lease, reasonable use and wear, damage by fire, act of God or by the Agreement, City may elect, in its sole discretion and by delivery elements of other casualty excepted. If Lessee shall fail to keep said premises properly repaired after thirty (30) days of receipt of written notice from Lessor, Lessor may do so but is not obligated, and the actual costs of such repair shall be paid by Lessee with the next installment of and as rent due hereunder. Lessor shall cooperate reasonably with Lessee to utilize all manufacturers' warranties related to the Organizationleasehold improvements in the Leased Premises. When Lessor has an obligation to repair or maintain, to perform on behalf Lessor shall maintain, repair or replace such item(s) or area(s) within thirty (30) days after receipt of the Organizationwritten notice from Lessee, all or some portion of the repairsunless, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and due to the Premises required nature of such repair, more than thirty (30) days are needed to be performed by the Organization under this Agreement. The Organization repair, in which case Lessor shall reimburse the City for the cost or value of all General Repair Services provided by the Citybegin such repair within thirty (30) days and diligently pursue such repair to completion. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesrepairs requires immediate attention, Lessor shall commence repairs as soon as reasonably possible after notice of the same. Lessor shall accept facsimile notice for such repairs. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building (including water tightness thereof) and Project, including, without limitations, roofing and covering materials, foundations, exterior walls, the plumbing, fire sprinkler system (if any), heating, ventilating, air conditioning, elevator, and electrical systems thereof (and the full cost thereof shall be included as a part of Operating Expenses as provided in Article 7), unless such maintenance or repairs are required in whole or in part because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the cost of such maintenance and repairs. Notwithstanding anything to the contrary 21 25 set forth elsewhere in this Lease, Landlord, at its sole cost and expense maintain and preserve the Premisesnot as an Operating Expense, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for maintaining the structural integrity of the roof, the exterior walls and the floor slabs of the Building. In the event that Tenant desires to independently arrange for certain services otherwise furnished by Landlord (other than landscaping), Tenant shall give notice to Landlord of such desire and, subject to Landlord's approval, which approval shall not be unreasonably withheld, Tenant may make such arrangements in which event Tenant shall pay the entire cost therefor directly to the provider thereof and no costs associated with any such service shall be included in Operating Expenses. In the event Landlord approves of any such arrangement, Landlord reserves the right to monitor the work or services provided by any such provider. Upon request by Landlord in the event that Landlord is dissatisfied with a provider or with the work or services provided, Tenant shall terminate any such arrangements provided that Tenant shall have no less than forty five (45) days following receipt of Landlord's request to effect such termination. In addition, upon request by Landlord Tenant shall promptly furnish to Landlord copies of all costs documents, contracts, work orders and expenses incurred other instruments executed in connection with any such arrangement. 18.2 Except for services of Landlord, if any, required by this Lease, Tenant shall at Tenant's sole cost and expense keep the Demised Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Demised Premises to Landlord in as good condition as when received, ordinary wear and tear and damage by casualty excepted. Except as otherwise specifically provided herein, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof. 18.3 Except as provided in Section 16.2, Landlord shall not be liable for any failure to make any repairs or to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that maintenance which is an obligation of Landlord unless such failure shall persist for an unreasonable time after written notice of the need for of such repairs or replacements arises directly maintenance is given to Landlord by Tenant. Tenant waives the rights under any law, statute or indirectly from any actordinance now or hereafter in effect to make repairs at Landlord's expense, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required Tenant's rights being only as set forth in this Lease. 18.4 Repairs under this Article XI(A) shall be 18 which are obligations of Landlord are subject to the supervision allocation among Tenant and control other tenants as Operating Expenses. 18.5 This Article 18 relates to repairs and maintenance arising in ordinary course of operation of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the CityBuilding, the City may set-off such repair cost from compensation owed to Organization under Project and any related facilities. In the event of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction, this Agreement. Unless Article 18 shall not be applicable and until the City affirmatively elects to provide General Repair Services, nothing contained herein provisions of Article 22 entitled "Damage or Destruction" shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesapply and control. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Tenant shall take good care of the Premises throughout the Term at Tenant’s expense, maintain and preserve same in the condition delivered to Tenant on the Commencement Date, except for reasonable wear and tear and fire and other casualty, and be responsible for all necessary repairs and replacements thereto, other than those which it is Landlord’s Obligation to make under the terms of this Lease. (b) In addition, Tenant agrees, at its sole cost and expense maintain expense, to: (i) do its own redecorating and preserve cleaning of the interior of the Premises; (ii) perform all necessary maintenance, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs repairs, and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components interior of the Premises for which the City is expressly responsible under this AgreementPremises, including but not limited to Exhibit Dto, Maintenance/Repair/Renewal/Replacement Schedulethe building systems, unless any of the foregoing are Landlord’s responsibility under Paragraph 10(c) or 10(d). The Organization Tenant shall perform annual preventive maintenance on the HVAC system serving the Premises. (iii) be responsible for janitorial service, including interior window cleaning, the removal of snow and ice, and replacement of light bulbs, fluorescent tubes and ballasts in the Premises, and any Tenant signage on the Building; (iv) make all repairs caused by its negligence or willful misconduct, unless covered by any insurance policy required by this Lease to be maintained by Landlord, and (v) be responsible for all repairs and maintenance of Tenant’s UPS, backup generator and batteries. Notwithstanding anything herein contained to the contrary, in no event shall Tenant be required to perform any maintenance, repairs, or replacements to any part of the Premises necessitated or caused by the negligent or willful misconduct of Landlord, its employees, agents or representatives and all such maintenance, repairs, and replacements shall be the obligation of Landlord at Landlord’s sole cost and expense. (c) During the Term, Landlord agrees, at its sole cost and expense, to perform the following repairs and replacements, except to the extent such repairs and replacements are caused by the negligent or willful misconduct of Tenant, its contractors, employees, agents or representatives, in which event Landlord shall perform the repairs or replacements at Tenant’s cost, which cost shall for all purposes be deemed additional Rent: (i) repairs and replacements to the roof structure, permanent exterior walls, floor slabs, foundation, and support columns (“Structural Repairs”), (ii) repairs and maintenance of the electrical transformer, electrical system up to and including the distribution panels, and all underground utilities including sewer and water mains. (d) Subject to reimbursement by Tenant as Operating Cost Share Rent as set forth in Paragraphs 3(a)(ii) and 3(b), above, Landlord shall also be responsible for all costs and expenses incurred to perform any and all maintenance, repairs and replacements (whether structural of all other portions of the Building not required to be maintained, repaired or non-structural; interior or exterior; and ordinary or extraordinaryreplaced by Tenant pursuant to Paragraph 10(a), in and to including the Premisesroof membranes, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any actelevators, omissionexterior window cleaning, misuse or neglect replacement of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the Cityall plate glass, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term other portions of the AgreementProject, City may electincluding landscaping, in its sole discretion parking areas, lighting and by delivery of written notice to any common area signage on the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesProject. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall9.1 Landlord shall maintain and repair the foundation, floor slab, exterior walls, exterior paint, roof, asphalt paving, concrete paving and fire sprinkler system of the Premises at its own cost and expense (subject to Tenant and insurance contributions relating to damage or destruction affecting the Premises), provided, however, that if any maintenance or repair work for the foundation, floor slab, exterior walls, exterior paint, roof, asphalt paving, concrete paving or fire sprinkler system of the Premises is required as a result of any negligence or willful misconduct of Tenant or any of Tenant's agents, employees, shippers, customers, invitees or contractors, such work shall be at Tenant's sole cost and expense maintain except to the extent such matter is covered by the insurance required to be carried by Landlord under the terms of this Lease. Tenant shall keep all other portions and preserve components of the Premises, and including all plumbing, HVAC systems, electrical and lighting systems, ceilings, plate glass and skylights in good order, condition and repair during the Lease Term and any Extended Term. Without limiting the generality of the foregoing, Tenant shall perform all maintenance detailed in Paragraph K (mechanical service controls) of the Performance Standards of the ▇▇▇▇▇▇ Industrial Center attached hereto as Exhibit A. Tenant shall also maintain any of Tenant's property visible from outside the Building in the same condition, with the surfaces thereof painted at such intervals and such colors as Landlord shall approve. Except as provided below, Tenant shall promptly replace any portion of the Premises or system or equipment in the Premises which cannot be fully repaired. In the event it becomes necessary to replace a component of the HVAC system or lighting for the Premises and such replacement would constitute a capital improvement, Tenant shall pay a portion of the cost of such capital improvement computed by multiplying such cost by a fraction, the numerator of which shall be the total number of years of the Lease Term (including any Extended Term for which Tenant has or ultimately exercises its extension option) and the denominator of which shall be the number of years of the projected useful life of such capital improvement. With respect to any capital improvement to major plumbing lines within the Building which have an aggregate replacement cost in excess of Twenty-Five Thousand Dollars ($25,000.00), Tenant shall pay a portion of such cost of such capital improvement computed by multiplying the total cost of such improvements by a fraction, the numerator of which shall be the number of years remaining in the Lease Term (including any Extended Term for which Tenant has or ultimately exercises its extension option) and the denominator of which shall be fifteen (15). If the replacement of any such capital improvement item occurs prior to the end of the Lease Term, and Tenant subsequently exercises one or both of its extension options, the amount previously computed as being payable by Tenant hereunder shall be adjusted to reflect the change in the numerator of such fraction resulting from Tenant's exercise of such extension option. Tenant's portion of such cost shall be paid in equal monthly payments, amortized at a commercially reasonably interest rate, over the portion of the Lease Term remaining as of the date such capital improvement is commenced. Any payment adjustment resulting from the exercise of an extension option shall be paid by Tenant in equal monthly payments amortized over the Extended Term at a commercially reasonable interest rate. Tenant shall maintain the Premises in an orderly, first-class and fully operative condition. Landlord shall maintain the exterior landscaping for the Premises in accordance with Landlord's then-prevailing landscape maintenance standards, and the amount by which the cost of such landscape maintenance work exceeds the Landscape Base Amount of One Thousand One Hundred Forty-Eight Dollars ($1,148) shall be paid by Tenant to Landlord as additional rent. Such payments shall be made by Tenant within thirty (30) days following Tenant's receipt of an invoice from Landlord. Except for Landlord's obligations for maintenance and repair of the foundations, exterior walls, exterior paint and roof of the Premises, Landlord shall have no obligation to repair or maintain the improvements or any areas adjacent thereto. Tenant waives the provisions of any law permitting Tenant to make repairs at Landlord's expense. 9.1.1 If Tenant provides notice (the "Repair Notice") to Landlord of an event or circumstance which Landlord is required to repair, alter or maintain pursuant to the terms of this Lease (a "Required Action"), and Landlord fails to provide the Required Action within the time period required by this Lease, or a reasonable period of time, if no specific time period is specified in this Lease, after a reasonable period of time following the receipt of the Repair Notice (the "Notice Date"), or, in any event, does not commence the Required Action within ten (10) days after the Notice Date and complete the Required Action within thirty (30) days after the Notice Date (provided that if the nature of the Required Action is such that the same cannot reasonably be completed within a thirty (30) day period, Landlord's time period for completion shall not be deemed to have expired if Landlord diligently commences such cure within such period and thereafter diligently proceeds to rectify and complete the Required Action, as soon as possible), then Tenant may proceed to take the Required Action, pursuant to the terms of this Lease, and after delivering a second notice to Landlord specifying that Tenant is taking the Required Action (the "Second Notice"). 9.1.2 Notwithstanding the foregoing, if there exists an emergency such that the Premises or a portion thereof are rendered untenantable and Tenant's personnel are forced to vacate the Premises or such portion thereof and if Tenant gives Landlord notice (the "Emergency Notice") of Tenant's intention to take action with respect thereto (the "Necessary Action") and the Necessary Action is also a Required Action, Tenant may take the Necessary Action if Landlord does not commence the Necessary Action within one (1) business day after the Emergency Notice (the "Emergency Cure Period") and thereafter use its best efforts and due diligence to complete the Necessary Action as soon as possible. 9.1.3 If any Necessary Action will affect the structural integrity of the Building, or the exterior appearance of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on the Building Systems, or its structure, and Landlord shall provide Tenant (when available and upon Tenant's request) with notice identifying such contractors and any changes to the list of such contractors, unless such contractors are unwilling or unable to perform such work or the cost of such work is not competitive, in which event Tenant may utilize the services of any other qualified contractors which normally and regularly perform similar work in the vicinity of the Building except for any contractors who Landlord specifically notifies Tenant in writing within five (5) business days of Landlord's receipt of a Repair Notice or within one (1) business day of Landlord's receipt of an Emergency Notice that Tenant may not use for such work (which notice shall specify the commercially reasonable reasons for Landlord's not allowing Tenant to use such contractor.) 9.1.4 If any Requested Action or Necessary Action is taken by Tenant pursuant to the terms of this Paragraph 9.1, and such Required Action or Necessary Action relates to an item for which Landlord is allocated payment responsibility under this Lease, then Landlord shall reimburse Tenant for Tenant's reasonable and documented costs and expenses in taking the Required Action or Necessary Action within thirty (30) days after receipt by Landlord of an invoice from Tenant which sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking the Required Action or Necessary Action on behalf of Landlord (the "Repair Invoice). In the event Landlord does not pay Tenant the amount of the repair invoice within the time required pursuant to this Paragraph 9.1.4, Tenant shall have the right to seek recovery of such amount pursuant to a judicial reference proceeding conducted in accordance with the provisions of Paragraph 18.2, below. If ownership of the Premises has been conveyed to a person other than: (a) a lender pursuant to foreclosure of acceptance of a deed in lieu of foreclosure; (b) an institutional owner, such as a pension trust fund, life insurance company or commercial bank with a property management presence in California; or (c) a non-institutional owner headquartered in the state of California, then if Tenant obtains a final judgment against such Landlord in such judicial reference proceeding, and such Landlord fails to make the payment to Tenant in the amount of such judgment within ten (10) days following Tenant's demand for such payment, then Tenant shall have the right to deduct up to twenty percent (20%) of the amount of Tenant's monthly Minimum Rent payments under this Lease until such time as Tenant has deducted an amount equal to the amount of such judgment, together with interest on any unpaid outstanding balance of such judgment that may exist from time to time at the Lease Interest Rate. 9.2 All of Tenant's obligations to maintain and repair shall be accomplished at Tenant's sole expense. If Tenant fails to maintain and repair the Premises, Landlord may, at its election, notify Tenant of Tenant's obligation to undertake such repair and maintenance work. If Tenant fails to commence such work within a reasonable period of time following receipt of such notice (determined in light of then-prevailing facts and circumstances) Landlord may enter the Premises and perform any such work on behalf of Tenant. Notwithstanding the foregoing, no notice to Tenant shall be required in case of emergency, and in the event of an emergency Landlord may enter the Premises and perform such repair and maintenance on behalf of Tenant. In any such case, Tenant shall reimburse Landlord for all costs so incurred immediately upon demand, together with interest thereon at the "Lease Interest Rate" (as defined in Paragraph 26.26, below). Landlord's right to perform maintenance and repair work pursuant to this Paragraph 9.2 shall not be deemed to create any obligation on the part of Landlord to do so, and shall not in any way limit Landlord's remedies under this Lease. 9.3 Upon the expiration or sooner termination of this Lease, Tenant shall surrender the Premises to Landlord, broom clean and in the same condition as exists received, except for ordinary wear and tear which Tenant is not otherwise obligated to remedy under any provision of this Lease, and except for repair and maintenance items which are the obligation of Landlord pursuant to Paragraph 9.1, above. Any damage to, or deterioration of, the Premises shall be deemed not to be ordinary wear and tear if the same was the responsibility of Tenant under this Lease, and could have been prevented by good maintenance practices. In addition, Landlord may require Tenant to remove any alterations, additions or improvements prior to the termination of the Lease and to restore the Premises to its prior condition, or Landlord may perform such removals and restorations itself, all at Tenant's expense. Notwithstanding the foregoing, Landlord and Tenant hereby agree that Tenant shall not be required to remove from the Premises the overhead bridge conveyor system described in Paragraph 7 of the attached Lease Rider. All alterations, additions and improvements which Landlord has not required Tenant to remove or which Tenant has not elected to remove, as provided herein, shall become Landlord's property and shall be surrendered to Landlord upon the expiration or sooner termination of the Lease, except that Tenant may remove any of Tenant's machinery or equipment which can be removed without damage to the Premises. Tenant may, at its election, finance the purchase of, grant security interests in, and otherwise encumber any trade fixtures, furnishings, trade equipment, inventory or other personal property owned by Tenant (collectively, the "Personal Property") (but not any equipment which is a replacement of or an enhancement to any building systems existing on the effective Premises as of the date of this Agreement (subject to normal and customary wear and tearLease, or any building equipment which is necessary for the operation or integrity of the Building) and perform any and all repairs and replacements required Landlord agrees to execute a commercially reasonable form of "Landlord Lien Waiver Agreement" should Tenant request Landlord to do so. As used herein, the term "Landlord Lien Waiver Agreement" shall mean an agreement granting the holder of a security interest in order the Personal Property the right, upon reasonable notice to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of Landlord, to enter the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)purposes of taking possession of and removing Tenant's Personal Property. The Organization Any such Landlord Lien Waiver Agreement shall also be responsible for include requirements that: (a) such lender repair all costs and expenses incurred to perform damage caused by or arising out of any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to entry of the Premises, if and including any damage caused by the removal of Tenant's Personal Property; (b) the Personal Property be removed no later than thirty (30) days following delivery of a written demand from Landlord to Tenant or such Lender, which demand may be made only following the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect termination of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:Lease;

Repairs and Maintenance. A. The Organization shall(a) Lessor agrees that it shall at all times, at its sole cost and expense maintain expense, except as noted herein, keep the roof, and preserve the Premisesexterior walls (excluding windows, window glass, plate glass and all doors), in good repair and condition, reasonable wear and tear excepted, and will with reasonable promptness during regular business hours, make all repairs thereto which may be necessary during the same condition as exists on the effective date term of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)Lease. The Organization Lessee shall also be responsible for all costs other maintenance and expenses incurred repair required in connection with the leased premises. Lessor shall not be liable to perform Lessee, except as expressly provided in this Lease, for any damage or inconvenience, and Lessee shall not be entitled to any abatement or reduction of rent, by reason of any repairs, alterations or additions made by Lessor under this Lease. (b) Lessee shall promptly at its own cost and expense repair or replace any damage or injury to all or any part of the leased premises caused by Lessee or Lessee's agents, employees, invitee, licensees, visitors or any other person, thing or event not caused by Lessor's gross negligence, provided, however, if Lessee fails to make the repairs or replacements promptly, Lessor may, at his option, make the repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization Lessee shall reimburse the City for the cost to Lessor on demand. (c) Lessee shall not commit or value of all General Repair Services provided by the City. If the Organization fails allow any waste or damage to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace committed on any portion of the Premises. C. To leased premises and at the extent not otherwise addressed hereintermination of this Lease, by lapse or time or otherwise, Lessee shall deliver the City shallleased premises to Lessor in as good condition as the date of first possession of Lessee, ordinary wear and tear excepted. The cost and expense of any repairs necessary to the extent permitted by budget appropriations, repair, replace, and restore the following:condition of the leased premises shall be paid by Lessee.

Repairs and Maintenance. A. The Organization shall18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building (including water tightness thereof) and Project, including, without limitations, roofing and covering materials, foundations, exterior walls, the plumbing, fire sprinkler system (if any), heating, ventilating, air conditioning, elevator, and electrical systems thereof (and the full cost thereof shall be included as a part of Operating Expenses as provided in Article 7), unless such maintenance or repairs are required in whole or in part because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the cost of such maintenance and repairs. Notwithstanding anything to the contrary set forth elsewhere in this Lease, Landlord, at its sole cost and expense maintain and preserve the Premisesnot as an Operating Expense, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for maintaining the structural integrity of the roof, the exterior walls and the floor slabs of the Building. In the event that Tenant desires to independently arrange for certain services otherwise furnished by Landlord (other than landscaping), Tenant shall give notice to Landlord of such desire and, subject to Landlord’s approval, which approval shall not be unreasonably withheld, Tenant may make such arrangements in which event Tenant shall pay the entire cost therefor directly to the provider thereof and no costs associated with any such service shall be included in Operating Expenses. In the event Landlord approves of any such arrangement, Landlord reserves the right to monitor the work or services provided by any such provider. Upon request by Landlord in the event that Landlord is dissatisfied with a provider or with the work or services provided, Tenant shall terminate any such arrangements provided that Tenant shall have no less than forty five (45) days following receipt of Landlord’s request to effect such termination. In addition, upon request by Landlord Tenant shall promptly furnish to Landlord copies of all costs documents, contracts, work orders and expenses incurred other instruments executed in connection with any such arrangement. 18.2 Except for services of Landlord, if any, required by this Lease, Tenant shall at Tenant’s sole cost and expense keep the Demised Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Demised Premises to Landlord in as good condition as when received, ordinary wear and tear and damage by casualty excepted. Except as otherwise specifically provided herein, Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof. By way of example and not limitation, Tenant shall be fully responsible, at Tenant’s cost, for the maintenance of the vivarium, the computer for the vivarium, any autoclave, cage washer, and specialty water systems. 18.3 Except as provided in Section 16.2, Landlord shall not be liable for any failure to make any repairs or to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that maintenance which is an obligation of Landlord unless such failure shall persist for an unreasonable time after written notice of the need for of such repairs or replacements arises directly maintenance is given to Landlord by Tenant. Tenant waives the rights under any law, statute or indirectly from any actordinance now or hereafter in effect to make repairs at Landlord’s expense, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required Tenant’s rights being only as set forth in this Lease. 18.4 Repairs under this Article XI(A) shall be 18 which are obligations of Landlord are subject to the supervision allocation among Tenant and control other tenants as Operating Expenses. 18.5 This Article 18 relates to repairs and maintenance arising in ordinary course of operation of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the CityBuilding, the City may set-off such repair cost from compensation owed to Organization under Project and any related facilities. In the event of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction, this Agreement. Unless Article 18 shall not be applicable and until the City affirmatively elects to provide General Repair Services, nothing contained herein provisions of Article 22 entitled “Damage or Destruction” shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesapply and control. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall15.01 Tenant shall take good care of the Demised Premises. Tenant shall promptly, at its sole cost and expense maintain expense, make all nonstructural repairs to the Demised Premises and the fixtures, equipment and appurtenances therein, including all Building systems and equipment therein to the extent same exclusively serve the Demised Premises or which have been installed or materially modified in any way by or on behalf of Tenant, as and when needed to preserve the PremisesDemised Premises (and all such fixtures, equipment and appurtenances) in the same condition as exists on the effective date of this Agreement (subject to normal good working order and customary condition, except for reasonable wear and tear) . In addition, but subject to the provisions of Section 11.03 above, Tenant, at its expense, shall promptly make all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and perform any and all repairs and replacements required in order to so maintain and preserve about the Demised Premises and the fixtures and appurtenances therein Building, as shall be required by reason of (excluding those specific components i) the performance or existence of Tenant's Work or Tenant's Changes, (ii) the installation, use or operation of Tenant's Property in the Demised Premises, (iii) the moving of Tenant's Property in or out of the Building, (iv) the negligence or willful act of Tenant or any of its employees, agents or contractors or (v) the use of any portion of the Demised Premises for which the City a use that is expressly responsible not permitted under this Agreementlease. Notwithstanding the foregoing, to the extent that Tenant is obligated to perform any structural repairs to any portion of the Demised Premises or other portion of the Building (including the Terrace Area (as defined in Article 41 below) or is obligated to perform any repairs outside of the Demised Premises, Landlord, at its election, may perform such repairs on Tenant's behalf, in which event, Tenant shall reimburse Landlord for the actual costs paid or incurred by Landlord to perform such repairs within fifteen (15) days after Landlord's request therefor, which request shall be accompanied by a reasonably detailed description of the repairs in question and the costs thereof. Except if required by the negligence or other fault of Landlord or its employees, agents or contractors, but not limited subject to Exhibit Dthe provisions of Section 11.03 above and Landlord's obligation to perform the Window Work, Maintenance/Repair/Renewal/Replacement Schedule). The Organization Tenant, at its expense, shall also replace all materially damaged glass in or about the Demised Premises and shall be responsible for all costs repairs, maintenance and expenses incurred to perform any replacement of interior doors and wall and floor coverings in the Demised Premises and, for the repair and maintenance of all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or inviteeslighting fixtures therein. All repairs or replacements required under this Article XI(A) made by Tenant shall be made in accordance with Article 13 of this lease, as if such repairs were a Change, subject to Landlord's right to make such repairs on behalf of Tenant, as more particularly provided above. 15.02 Landlord, at its expense, shall keep and maintain the Building and its systems and facilities serving the Demised Premises, including (subject to the supervision provisions of Section 15.01 above) the Building HV systems (as defined in Section 17.02 below), provided same have not been modified by Tenant, and control the public and common areas thereof in good working order, condition and repair, consistent with other first-class office buildings in the vicinity of the City, Building which are approximately the same size and all repairs and replacements shall be made with materials of equal or better quality than same age as the items being repaired or replacedBuilding. B. Notwithstanding the above, from time to time during the term of the Agreement, City 15.03 Except as may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to otherwise be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit Dthis lease, Maintenance/Repair/Renewal/Replacement ScheduleLandlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to repairbusiness arising from Landlord, maintainTenant or others making or failing to make any repairs or changes which, restore with respect to Landlord, Landlord is required or replace permitted by this lease, or required by law to make, in or to any portion of the Building or the Demised Premises, or in or to the fixtures, equipment or appurtenances of the Building or the Demised Premises, provided that Landlord shall use due diligence in making any repairs and shall perform such repair work, except in case of emergency, at times reasonably convenient to Tenant and otherwise in such manner as will not materially interfere with Tenant's use of the Demised Premises; provided, however, the foregoing shall not require Landlord to perform any such repairs or changes on an overtime or premium time basis except in the case of an Abatement Event or, in Landlord's reasonable determination, actually threatens the health and safety of the occupants of the Demised Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization a. Lessee shall, at its sole own cost and expense expense, keep the premises in good order and condition. Lessee further agrees and covenants, at its own cost, when attributable to tenant's negligence, to maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementpremises, including but not limited to, plumbing, electrical and lighting facilities and equipment, fixtures, walls, ceilings, windows, doors, and plate glass. If Lessee fails to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for make such repairs or replacements arises directly or indirectly from any actpromptly after written demand, omissionLessor may, misuse or neglect of the Organization and/or at its officersoption, employees, agents, contractors, guests, and/or invitees. All make such repairs or replacements without incurring liability for any loss or damages that may accrue to Lessee's property or business by reason thereof, and Lessee shall repay the cost thereof to Lessor on demand as additional rent, with interest at the rate of twenty percent (20%) per annum from the date of commencement of said repairs. Lessor shall keep the foundations, exterior walls and roof in good repair, as well as the HVAC system, underground pipes and conduits on the property, and the sprinkler system, and elevator system, except that Lessor shall not be required under this Article XI(A) shall be subject to the supervision and control make any such repairs which become necessary or desirable by reason of the Citynegligence of Lessee, its agents, servants, or employees and in all other respects, the leased premises shall at all times be kept in good order, condition, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and repair by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the CityLessee. If the Organization fails Lessee refuses or neglects to reimburse repair promptly and adequately after written demand, Lessor may make the Cityrepairs without liability to Lessee for any loss or damage that may accrue to Lessee's stock or business by reason thereof, and if Lessor makes such repairs, Lessee will pay to Lessor, on demand, as additional rent, the City may set-off cost thereof, with interest at the rate of twenty percent (20%) per annum from the date of commencement of said repairs. The Lessor reserves the right to promulgate reasonable rules and regulations relating to the use of building area, including such repair cost from compensation owed to Organization under this Agreement. Unless and until limitations as may, in the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion opinion of the PremisesLessor, be necessary and desirable. C. To b. At the extent not otherwise addressed hereinexpiration or termination of the tenancy hereby created, Lessee shall surrender the City shallleased premises in good condition, reasonable wear and tear excepted, and shall surrender all keys for the leased premises to the extent permitted by budget appropriations, repair, replace, and restore Lessor at the following:place then fixed for the payment of rent.

Repairs and Maintenance. A. The Organization 4.01. Lessee shall, at its sole cost and expense maintain and preserve throughout the Premises, in the same condition as exists on the effective date term of this Agreement (subject to normal lease and customary wear any extensions of such term at, its own expense and tear) and perform risk, maintain any and all repairs improvements to the Leased Premises in good and replacements required in proper working order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementcondition, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and making all repairs and replacements (whether structural or non-structural; interior or exterior; necessary to keep such improvements in such condition. All maintenance, repairs and ordinary or extraordinary)replacements required by this section must be performed promptly when required and in a manner that will not cause depreciation in the value of the premises. Lessee shall be responsible to maintain all improvements to the office areas of the demised premises including but not limited to ceilings, walls, flooring, lighting, electrical systems within the demised Leased Premises, toilets, plumbing systems within the demised Leased Premises, HVAC distribution system within the demised Leased Premises system, doors and windows. Common areas within the Leased Premises and common area access ways within the Leased Premises shall be the Lessee’s responsibility to maintain in good and proper working order and to affect all repairs as required to properly maintain the Premisesareas. Lessor shall, if throughout the term of the lease and all exercised option terms that may be in effect, maintain and repair all structural components of the building including roof, exterior walls, (excluding windows) slabs, and foundations and all major building systems supplying services to the extent that building including but not limited to electric, storm sewer, sanitary sewer, HVAC electric, gas, fire water and domestic water in good and proper working order. 4.02. In the event Lessor or Lessee fails to perform its respective obligations to repair, replace or maintain, as set forth in Paragraph 4.01 above, after due and proper written notice from the other party of the need for such repair, replacement, or maintenance and the passage of a reasonable amount of time, but in no event longer than 30 days, for performance after such notice either party may enter the Premises and make such repairs or replacements, or perform such maintenance or cause such repairs, replacements arises directly to be made, or indirectly from any actmaintenance to be performed, omission, misuse or neglect of at its own expense to be reimbursed by the Organization and/or its officers, employees, agents, contractors, guests, and/or inviteesother party. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written Upon either party’s notice to the Organization, to perform on behalf other party of the Organizationperformance and cost of any maintenance, all or some portion of the repairs, maintenanceor replacements pursuant to this section, restoration and replacement (collectively referred to as “General Repair Services”) in and to subject party must immediately reimburse the Premises required to be performed other party for any reasonable costs incurred by the Organization under party making the repairs pursuant to this Agreement. The Organization shall reimburse section, together with fifteen percent (15%) ▇▇▇▇ up to cover the City for parties administration and management costs associated with performing the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premiseswork. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Lessor shall maintain the kitchen equipment, foundation, exterior walls (with the exception of glass; windows; doors; door closure devices; window and door frames; molding; locks and hardware) and exterior painting or other treatment of exterior walls, and the roof of the leased Premises in good repair except that the Lessor shall not be required to make any repairs resulting from the negligence or acts of negligence on the behalf of the Lessee, its staff, employees, sublessees, licensees and concessionaires. The Lessee shall be responsible for maintenance of the common areas and common area equipment and furnishings. Any such repairs and/or maintenance in which the Lessor would be responsible, the Lessee agrees to provide Lessor with written notice of the needed repairs and/or maintenance, and Lessor shall ensure that any repairs and/or maintenance shall be made and completed within a reasonable time frame. Lessee shall notify the Lessor of any emergency repairs to be made. Lessee shall keep the interior of the leased Premises in good, clean and workable condition and shall, at its sole cost expense, make all needed repairs and expense maintain replacements, including replacement of cracked or broken glass, windows, doors, door closure devices, door and preserve the Premiseswindow frames, in the same condition as exists on the effective date of this Agreement (subject to normal molding, locks and customary wear and tear) and perform any and all hardware, except for repairs and replacements required in order to so maintain and preserve be made by the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible Lessor under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)section. The Organization shall also be responsible for all costs and expenses incurred to perform In the event that any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed made by the Organization under this Agreement. The Organization Lessee hereunder are not made within 60 days after written notice delivered to the Lessee by the Lessor, the Lessor shall reimburse reserve the City right and option to make or have said repairs made without liability to the Lessor for any loss or damage which may result by reason of such repairs, and that Lessee shall pay to the Lessor, upon demand as additional rent hereunder, the cost of such repairs. At the termination of this Lease, ▇▇▇▇▇▇ shall deliver the leased premises in good order and condition, normal wear and tear excepted. Normal wear and tear means the deterioration which results from normal use and not as an act of carelessness, neglect, accident or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesabuse. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallTenant shall keep, maintain and repair, at its sole cost and expense maintain and preserve expense, the Premises, including, without limitation, the roof, walls, footings, foundations, HVAC, mechanical and electrical equipment and systems in or serving the same condition as exists on Premises and structural and nonstructural components and systems of the effective date of this Agreement (subject to normal Premises, parking areas, sidewalks, roadways and customary wear landscaping in good repair and tear) appearance, and perform any and shall make all repairs and replacements of every kind and nature, whether foreseen or unforeseen, which may be required to be made in order to so keep and maintain and preserve the Premises in good repair and appearance consistent with the fixtures standards of buildings similar to the Buildings (including the age thereof) in the vicinity of the Buildings , except for ordinary wear and appurtenances therein tear and (excluding those specific components other than for any Restoration required by the terms of this Lease) any damage to the Premises by any Major Condemnation of the Premises. Tenant shall do or cause others to do all shoring of the Premises or of the foundations and walls of any Buildings and every other act necessary or appropriate for the preservation and safety thereof (including, without limitation, any repairs required by Law as contemplated by Section 11 of this Part II), by reason or in connection with any excavation or other building operation upon the Premises, and Landlord shall have no obligation to do so. Landlord shall not be required to make any repair, replacement, maintenance or other work whatsoever, or to maintain the Premises in any way, and Tenant waives the right to make repairs, replacements or to perform maintenance or other work at the expense of the Landlord, which right may be provided for in any Laws. Nothing in the preceding sentence shall be deemed to preclude Tenant from being entitled to insurance proceeds or awards for any taking to the extent provided in this Lease. Tenant shall, in all events, make all repairs, replacements and perform maintenance and other work for which it is responsible hereunder, in a good, proper and workmanlike manner. Notwithstanding the City is expressly responsible under this Agreementforegoing, including but Landlord, and not limited to Exhibit DTenant, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred any repairs necessitated by any acts or omissions (where there is a duty to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect ) of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedLandlord. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall, at its sole cost and expense maintain and preserve By taking possession of the Premises, the Lessee shall be deemed to have accepted the Premises as being in good sanitary order, condition and repair. The Lessee shall at the same Lessee's cost, keep the Premises and every part of it in good condition as exists on and repair except for damages beyond the effective date control of this Agreement (subject to normal the Lessee and customary ordinary wear and tear) . The Lessee shall upon the expiration or sooner termination of this lease surrender the Premises to the Lessor in good condition, ordinary wear and perform tear and damage from causes beyond the reasonable control of the Lessee excepted. Unless specifically provided in an addendum to this lease, the Lessor shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part of it and all repairs and replacements required in order the parties here, affirm that the Lessor has made no representations to so maintain and preserve the Lessee respecting the condition of the Premises and the fixtures building except as specifically stated in this Agreement. Despite the above provisions, the Lessor shall repair and appurtenances therein (excluding those specific components maintain or cause to be repaired and maintained the structural portions of the Premises building, including the standard plumbing, air conditioning, heating and electrical systems furnished by the Lessor, unless such maintenance and repairs are caused in part or in whole by the act, neglect, fault or omission of any duty by the Lessee, its agents, employees or invitees, in which case the Lessee shall pay to the Lessor the reasonable cost of such maintenance and repairs. The Lessee shall give the Lessor written notice of any required repairs or maintenance. The Lessor shall not be liable for which any failure to repair or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice. Any repairs or maintenance to supplemental cooling equipment required for the City is expressly responsible under Lessee's special needs are the responsibility of the Lessee. Lessee shall maintain a maintenance agreement with a qualified HVAC contractor for regular maintenance (at least on an annual basis) of the heating and cooling systems. Except as specifically stated in this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization there shall also be responsible for all costs no abatement of rent and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect no liability of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs Lessor by reason of any injury to or replacements required under this Article XI(A) shall be subject to interference with the supervision and control Lessee's business arising from making of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the any repairs, maintenance, restoration and replacement (collectively referred alterations or improvements to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesbuilding or the Premises or to fixtures, appurtenances and equipment. The Lessee waives the right to make repairs at the Lessor's expense under any law, statute or ordinance now or hereafter in effect. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall, at its sole cost It is your responsibility to ensure that your home is maintained in a clean condition and expense maintain and preserve the Premises, in the same condition as exists on the effective date good state of this Agreement (subject to normal and customary wear and tear) and perform any and repair. You should ensure that all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which you are responsible for are carried out without delay and to a satisfactory standard. You must repair to the City satisfaction of PMVT or bear the cost of repairing any fixture or fitting if it is expressly responsible under this Agreementfound to have occurred as mis-use, including but not limited neglect or damage considering the age, character and life expectancy of same. If a fixture or fitting have been damaged accidentally or through neglect or carelessness by you or any member of your household or guest/visitor to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization the dwelling it shall also be deemed the responsibility of the tenant to bear the cost of the repair. If your home has a garden or balcony, you must keep it in good condition and free from waste or litter. • Gully traps must be kept clean and clear. • Grass must be cut regularly in season. • You shall not plant trees or shrubs which may cause damage to your home or neighbouring properties. • You must trim all ▇▇▇▇▇▇ and trees seasonally. You must make use of any arrangements made by PMVT or Management Company for the removal of refuse and you shall not allow any accumulation of refuse in or around your dwelling. Where arrangements for refuse disposal are not provided, you shall make provision for its disposal and pay all costs incurred. You are responsible for maintaining your own furniture, appliances and other fixtures and fittings. You are also responsible for maintaining any furniture or appliances that have been “gifted” (provided) to you in a leased dwelling. You must report to PMVT all costs defects and expenses incurred to perform any and all necessary repairs and replacements (whether structural or nonwhich are not your responsibility as soon as that you become aware of them. A full list of repair responsibilities is set out in the schedule on Pages 27-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced32. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Except as provided in Section 8 hereof, Landlord shall, at its sole cost expense, maintain the exterior walls, structural components and expense roof of the Building in good condition, all such maintenance to be performed in a workmanlike manner. Tenant shall promptly notify Landlord of any damage to or the necessity of any repairs to the roof or exterior walls. Tenant shall, at its expense, maintain the interior of the Building, and preserve all doors, loading docks and leveling equipment, if any, the Premiseswindows and glass, and the systems, machinery and equipment, including plumbing, electrical, heating and ventilating and air conditioning, and promptly make all necessary repairs and replacements. In addition, Tenant shall keep the sidewalks, steps, ramps, walkways and loading docks which exclusively serve the Building free of snow, ice and debris. At the beginning of the term, Landlord shall provide all manufacturer's product warranties to Tenant and, upon expiration of product manufacturer warranties, Tenant shall, at its expense, obtain and keep in full force and effect throughout the term, maintenance contracts for the heating and air conditioning systems and equipment with contractors acceptable to Landlord. Copies of the contracts shall be given to Landlord at the beginning of the term, and copies of renewals on replacements shall be given to Landlord prior to expiration of prior maintenance contract terms. Tenant shall provide its own janitorial services, including window cleaning and light bulb, tube and starter replacement, and shall keep all trash in closed containers and arrange for periodic removal thereof. Tenant's trash containers or dumpster shall be placed at a location designated by Landlord. Tenant shall also keep the walkways, loading docks and ramps adjacent to the Property free of litter. In addition, Tenant shall, upon the reasonable request of the Landlord, at Tenant's expense, throughout the term, maintain a contract with an extermination service, acceptable to Landlord to provide monthly service to control rodents and other pests in the same condition as exists Property. If Tenant fails to maintain the required contracts, Landlord shall provide written notice to Tenant of said failure to maintain the requisite contracts and shall arrange for the contracts fifteen days thereafter if Tenant continues to fail to comply with contract requirements, at Tenant's expense. Landlord shall provide a one (1) year warranty on all doors, loading docks and leveling equipment, if any, the effective windows and glass, and the systems, machinery and equipment, including plumbing, electrical, heating and ventilating and air conditioning, along with the floor slab from the date of this Agreement (subject to normal Tenant occupancy of the Property. Said warranty shall be provided except in cases where Tenant's use of facilities demonstrates willful disregard for care and customary wear and tear) and perform any and all repairs and replacements required in order to so maintenance of it's Property. Landlord shall maintain and preserve the Premises sprinkler system and the fixtures parking, driveway and appurtenances therein (excluding those specific components other areas and facilities of the Premises Property in good condition and repair. Except for which those areas required to be kept free of ice, snow and litter by Tenant pursuant to the City is expressly responsible under first paragraph of this AgreementSection 9, including but not limited Landlord shall keep the parking, driveway and other areas and facilities of the Property reasonably free of ice, snow and litter. Additionally, Landlord shall provide adequate lighting and, if necessary, security for these areas. Tenant shall pay to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible Landlord the amounts set forth below as reimbursement to Landlord for all reasonable costs and expenses incurred by Landlord to maintain the Property. Such costs and expenses shall include, without limitation, gardening and landscaping, roof maintenance, premiums for public liability and property damage insurance, repairs, parking lot striping and maintenance, exterior wall painting/sealing, lighting, sanitary control, sprinkler system monitoring, maintenance and repair, annual environmental and safety inspections, Lakeside Owner's Association dues and assessments, the cost of personnel directly related to the Building's maintenance (which shall be payable only as to the verifiable portion of the time such employees actually spend at the Property), plus 20% of all the foregoing for administrative and overhead costs. Tenant shall reimburse Landlord for actual snow removal costs for Lot 7 only, subject to adjustment based on the Loading Dock Easement and the Access Easement as described in Section 1 hereinabove. All contracts for snow removal shall require Tenant's prior approval. In addition, during the renewal term (if any) all contracts for snow removal, gardening and landscaping, and sprinkler system monitoring and maintenance shall require Tenant's prior approval. Any such approvals by Tenant shall not be unreasonably withheld. All other expenses incurred by Landlord to maintain the Property shall be initiated by Landlord in good faith with the intent of maintaining the Property in good, workmanlike condition. Landlord agrees and confirms no capital improvements shall be included in billable operating costs unless Tenant specifically agrees to said costs in advance of incurring same. Tenant shall pay for maintenance costs (other than snow and ice removal, which shall be payable at actual cost to Landlord) each month in the following amounts: YEAR MONTHLY AMOUNT AMOUNT PER SQUARE FOOT ---- -------------- ---------------------- 1 $1,847.92 $ .20 2 $1,940.31 $ .21 3 $2,032.71 $ .22 4 $2,125.10 $ .23 5 $2,217.50 $ .24 6 $2,309.90 $ .25 7 $2,402.29 $ .26 8 $2,494.69 $ .27 9 $2,587.08 $ .28 10 $2,679.48 $ .29 If Landlord shall fail to commence the making of any repairs or Landlord fails to perform any and all repairs and replacements maintenance it is obligated to do under the terms of this Lease within thirty days (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises30) after written notice from Tenant [except, if an emergency occurs and the immediate curing of such breach is necessary to protect the extent that Property or persons from imminent injury or damage, the need for thirty (30) day grace period shall be reduced to twenty-four (24) hours after written notice via facsimile], Tenant shall have the right to cause such repairs or replacements arises directly or indirectly from any actmaintenance to performed, omissionand, misuse or neglect of if the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required maintenance are both the Landlord's responsibility and sole expense pursuant to this Lease, Tenant shall be entitled to reimbursement from Landlord for the reasonable cost of any such repairs and maintenance within thirty days after Landlord receipt of Tenant's statement of costs inclusive of supporting documentation (e.g. paid invoices). If Landlord fails to pay any such costs to Tenant and Landlord fails to notify Tenant in writing that it formally disputes the validity of said costs within thirty (30) days after Tenant's written notice, Tenant shall be entitled to offset such costs against it's rents thereafter coming due under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedLease. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. (a) The Organization shall, Tenant shall maintain and repair the Premises at its sole cost own expense and expense maintain keep them in a clean and preserve sanitary condition and in accordance with all laws, directions, rules and regulations of the Premises, in the same condition as exists on the effective date of governmental agencies having jurisdiction. The Tenant's obligation under this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve Section includes keeping the Premises and the fixtures and appurtenances therein machinery, equipment (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementincluding, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect they are part of the Organization and/or Premises, the interior and exterior walls, doors, roof and any paved, sodded and planted areas and all permitted signs) in good order and repair and painted or otherwise presentable and maintaining in good operating condition and replacing, whenever reasonably required, the heating, ventilating, air conditioning, mechanical, electrical and plumbing systems, services and equipment installed in and for the exclusive use of the Premises and replacing all broken glass with glass of equal quality. This obligation includes, but is not limited to, repainting and redecorating at reasonable intervals, making repairs and replacements to plate glass, signs, mouldings, doors, hardware, partitions, walls, fixtures, lighting and plumbing fixtures, wiring, piping, ceilings, floors and thresholds in the Premises and maintaining, repairing and replacing the machinery and all operating equipment in the Premises unless it forms part of the Common Facilities. (b) The Landlord may enter the Premises to view the state of repair. If the Tenant or its officersrepresentatives are not present to open the Premises at any time when, employeesdue to emergency, agentsentry is necessary, contractorsthe Landlord or its agent may forcibly enter the Premises, guestswithout rendering the Landlord or its agent liable, and/or invitees. All repairs or replacements required and without affecting the Tenant's obligations under this Article XI(ALease. (c) Where an inspection reveals repairs are necessary and required by the Lease to be done by the Tenant, the Landlord shall give notice to the Tenant. The Tenant will, within fifteen (15) days from delivery of the notice, make, or commence making and diligently proceed to complete, the repairs in a good and workmanlike manner. In addition to any other provision of this Lease, the Landlord may enter the Premises and perform any repairs which the Tenant has failed to make under this Section. (d) The Tenant shall leave the Premises in good repair. (e) The obligations of the Tenant to repair in accordance with Sections 7.4(a), 7.4(c) and 7.4(d) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced.following exceptions: B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”i) in and Structural Repairs to the Premises required or injury to the Premises caused by or resulting from structural defects or structural weakness, but this exception does not excuse the Tenant from liability for repair of structural defects or structural weakness caused by or resulting from the act or omission, whether negligent or otherwise, of the Tenant, its officers, agents, servants, employees, contractors, licensees or invitees; (ii) damage or injury caused by or resulting from any act, default or negligence of the Landlord, its officers, agents, servants, employees or contractors; (iii) repairs and maintenance to be performed by the Organization Landlord under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided Article 9; and (iv) repairs to be performed by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization Landlord under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shallSection 13.1, to the extent of the insurance proceeds available and except as provided in Sections 13.2 and 13.3. (f) If the Tenant observes any apparent structural defect or material damage to the Premises by any cause, it shall immediately notify the Landlord. If any structural defect or damage becomes known to the Tenant or reasonably should have been observed by the Tenant and the Tenant fails to notify the Landlord, the Tenant shall be liable for any costs incurred by the Landlord in repairing the defect or damage which can be shown to be directly attributable to the actions of the Tenant and those for whom in law the Tenant is responsible (including failure to give the required notice) after such defect or damage became known to the Tenant or reasonably should have been observed by the Tenant. (g) If the Building, including any part of the Common Facilities or the Premises, or any of the plumbing, electrical mechanical, or other services serving the Building, get out of repair or become damaged or destroyed through the negligence, carelessness or misuse of the Tenant, the Tenant's servants, agents or employees or anyone permitted by budget appropriationsthe Tenant to be in the Building, repairthe expense of the necessary repairs, replacereplacements or alterations, and restore including the following:Landlord's management fee of fifteen percent (15%) of the expense, shall be paid by the Tenant to the Landlord on demand, as Additional Rent.

Repairs and Maintenance. A. The Organization (a) Landlord shall at its expense maintain only the roof, downspouts, gutters, foundation, utility lines located outside the Premises and the structural soundness of the (b) Tenant shall at its own cost and expense keep and maintain all parts of the Premises (except those for which Landlord is expressly responsible under the terms of this Lease) in good condition, promptly making all necessary repairs and replacements, including, but not limited to, windows, glass and plate glass, doors, any special office entry, interior walls, finish work, floors and floor covering, heating and air conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures and regular removal of trash and debris. Tenant shall not be obligated to repair any casualty covered by the insurance to be maintained by Landlord pursuant to subparagraph 10(A) below. To the extent deemed necessary by Landlord, Landlord shall make available to Tenant for its use in effecting repairs, any warranties with respect to components of the Building. (c) Tenant shall enter into a maintenance contract providing for the periodic maintenance of all hot water, heating and air conditioning systems and units in the Premises, and removal and replacement of filters, and shall enter into a janitorial contract providing for the daily cleaning of the Premises. These contracts shall be with parties and upon such terms and conditions as shall be reasonably approved by Landlord. Tenant shall provide Landlord a copy of such contracts within thirty days of the Commencement Date. (d) Tenant shall not damage any demising wall of the Building, or disturb the integrity and support provided by any demising wall and shall, at its sole cost and expense maintain expense, promptly repair any damage or injury to any demising wall caused by Tenant or its employees, agents or invitees. (e) Tenant and preserve its employees, customers and licensees shall have the Premisesnon-exclusive right to use the parking areas as may be designated by Landlord in writing, in the same condition as exists on the effective date of this Agreement (subject to normal reasonable rules and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, regulations as Landlord may from time to time during prescribe and subject to rights of ingress and egress of other tenants. Parking shall be available at the term Building for the non-exclusive use of Tenant at a ratio of five spaces per 1,000 rentable square feet. Included within this ratio shall be seven parking spaces located adjacent to the AgreementBuilding near the entrance to the Premises that shall be marked as spaces for visitors. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. Landlord may require, City may electat its option, in its sole discretion discretion, that Tenant, its employees, invitees, and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required visitors use certain numbered spaces to be performed designated by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesLandlord. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallExcept repairs, replacements or maintenance necessitated in any manner by the negligent or intentional acts or omissions of Lessee or its agents, Lessor shall maintain the roof, outside of the exterior walls, and foundations, at its Lessor’s sole cost and expense maintain and preserve expense. Except repairs, replacements or maintenance necessitated in any manner by the Premisesnegligent or intentional acts or omissions of Lessee or its agents, in the same condition as exists on the effective date of this Agreement (Lessor shall maintain, subject to normal reimbursement as part of CAM, the parking areas and customary wear walkways, plumbing and tear) electrical systems, and perform any area landscaping in good condition and all repairs and replacements required in order to so repair. Lessee shall maintain and preserve the balance of the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementappurtenances, including including, but not limited to, heating and air conditioning units, in good condition and repair at its expense. Lessor represents and warrants that, as of the Commencement Date, the HVAC system, roof structure, fire sprinkler system, and structural integrity of the walls and foundation are in good condition and working order. Lessee agrees that on the last day of the Term or sooner termination of the Lease, it will surrender the Premises to Exhibit DLessor in as good condition as they are as of the Commencement Date, Maintenance/Repair/Renewal/Replacement Scheduleordinary wear and tear excepted and damage by fire, act of God or by the elements of other casualty excepted to the extent such Lessor is reimbursed by insurance for such loss. If Lessee shall fail to keep the Premises properly repaired, Lessor may do so (but is not obligated), and the cost of such repair shall be paid by Lessee with the next installment of and as Rent due hereunder. The Organization Lessor shall also be responsible for cooperate reasonably with Lessee to utilize all costs manufacturers’ and expenses incurred construction warranties, if any, related to Lessor’s Work. When Lessor has an obligation to repair, Lessor shall repair such item(s) or area(s) within a commercially reasonable amount of time after receipt of written notice from Lessee, unless due to the nature of such repair, more than thirty days are needed to repair in which case Lessor shall begin such repair within thirty days and diligently pursue such repair to completion. Notwithstanding anything to the contrary in the Lease, Lessor shall have no obligation to perform any and all repairs and replacements (whether structural work on or non-structural; interior about the Business Park or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent Premises other than that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed which Lessor is obligated by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless Lease and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except that which is as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesspecifically set forth herein. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall, Lessee at its sole own cost and expense maintain shall keep the Machine in good repair, condition and preserve working order including routine adjustment and lubrication and other maintenance requirements as may be specified by any oral, written or other form of instructions supplied by Lessor. Due to the Premises30 SEPTEMBER 1996 10 reciprocating nature of the mechanism and the speed limitations inherent in this type of equipment, in the same condition as exists maximum operating speed of the Machine shall be clearly displayed on the effective date Machine. If parts become worn or damaged as a result of this Agreement (subject Lessee operating the Machine in excess of the displayed maximum speed, cost of all labor, repairs and replacement parts shall be paid for by Lessee. Lessor agrees to replace, at Lessor's cost, and as soon as possible after receiving written notice thereof, any defective parts; provided, however, that Lessor shall not be liable to Lessee whatsoever for any damages or loss of product arising directly or indirectly out of a breakdown of the Machine due to such defective part. Lessor further agrees to replace, at Lessor's cost, and as soon as possible after receiving written notice thereof, any part that becomes inoperative due to normal and customary wear and tear. Parts which become inoperative due to reasons other than defectiveness or normal wear and tear shall be replaced by Lessor, as soon as possible after receiving written notice thereof, but at Lessee's own cost. Lessee shall pay all labor costs for the installation of any replacement part furnished by Lessor under this Paragraph. Notwithstanding the foregoing, Lessor shall have no obligation to replace or repair the Machine's main drive electric motor unless same is defective and Lessor is notified in writing thereof within thirty (30) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein days of first (excluding those specific components 1st) use of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedMachine. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Lessor shall maintain the kitchen equipment, foundation, exterior walls (with the exception of glass; windows; doors; door closure devices; window and door frames; molding; locks and hardware) and exterior painting or other treatment of exterior walls, and the roof of the leased Premises in good repair except that the Lessor shall not be required to make any repairs resulting from the negligence or acts of negligence on the behalf of the Lessee, its staff, employees, sublessees, licensees and concessionaires. The Lessee shall be responsible for maintenance of the common areas and common area equipment and furnishings. Any such repairs and/or maintenance in which the Lessor would be responsible, the Lessee agrees to provide Lessor with written notice of the needed repairs and/or maintenance, and Lessor shall ensure that any repairs and/or maintenance shall be made and completed within a reasonable time frame. Lessee shall notify the Lessor of any emergency repairs to be made. Lessee shall keep the interior of the leased Premises in good, clean and workable condition and shall, at its sole cost expense, make all needed repairs and expense maintain replacements, including replacement of cracked or broken glass, windows, doors, door closure devices, door and preserve the Premiseswindow frames, in the same condition as exists on the effective date of this Agreement (subject to normal molding, locks and customary wear and tear) and perform any and all hardware, except for repairs and replacements required in order to so maintain and preserve be made by the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible Lessor under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)section. The Organization shall also be responsible for all costs and expenses incurred to perform In the event that any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed made by the Organization under this Agreement. The Organization Lessee hereunder are not made within 60 days after written notice delivered to the Lessee by the Lessor, the Lessor shall reimburse reserve the City right and option to make or have said repairs made without liability to the Lessor for any loss or damage which may result by reason of such repairs, and that ▇▇▇▇▇▇ shall pay to the Lessor, upon demand as additional rent hereunder, the cost of such repairs plus. At the termination of this Lease, ▇▇▇▇▇▇ shall deliver the leased premises in good order and condition, normal wear and tear excepted. Normal wear and tear means the deterioration which results from normal use and not as an act of carelessness, neglect, accident or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesabuse. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLESSEE shall maintain the interior of the demised premises (including the interior walls, at its sole cost ceiling and expense maintain floor, plumbing system and preserve the Premisesfixtures, in the same condition as exists on the effective date of this Agreement electrical system and fixtures (subject to normal including bulbs and customary wear ballasts), heating and tearair conditioning equipment, ("HVAC") and perform any all windows and all repairs window glass and replacements required doors) in order to so maintain and preserve good repair, including the Premises and the fixtures and appurtenances therein replacement of said equipment (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinaryHVAC), and in a clean and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or inviteesattractive condition. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and At all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time times during the term of this Lease LESSEE shall secure and maintain a maintenance contract with a licensed HVAC contractor for annual maintenance on the AgreementHVAC system and shall forward to LESSOR a copy of such contract for LESSOR's records. In the event LESSEE fails to supply such documentation to LESSOR, City LESSOR may electcontract for such maintenance and charge to LESSEE the cost either directly or in the NNN charges for said maintenance. LESSOR shall maintain the exterior walls, in its sole discretion foundations and roof of the premises, provided however that LESSEE shall be responsible to LESSOR for all out of pocket expenses incurred by delivery LESSOR as a result of written notice fire damage or other casualty to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed property which damage is caused by the Organization under this AgreementLESSEE or the LESSEE's equipment or signage. The Organization LESSEE shall be liable for and shall reimburse the City LESSOR for the cost or value of all General Repair Services provided any repairs necessitated by the Cityacts or omissions of LESSEE, his agents, employees or invitees. If LESSEE refuses or neglects to repair or maintain the Organization fails to reimburse the Citypremises, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shallrequired hereunder, to the extent permitted reasonable satisfaction of LESSOR, LESSOR may make such repairs without liability to LESSEE for any loss or damage that may accrue to LESSEE's business by budget appropriationsreason thereof, and upon completion thereof LESSEE shall pay LESSOR's costs for making such repair upon presentation of a bill thereof. Upon the termination of the Lease, LESSEE shall ▇▇▇▇ve all signage and surrender the premises to LESSOR in a broom clean condition, with the HVAC system in good operating condition and repair, replace, and restore all light bulbs and ballasts in working order. LESSEE shall further repair any and all damage to the following:leased premises resulting from LESSEE's removal of signage and/or other trade fixtures.

Repairs and Maintenance. A. The Organization shall, at its sole cost and expense maintain and preserve Tenant shall take good care of the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Demised Premises and the fixtures and appurtenances therein (excluding those specific components and at its sole cost and expense make all repairs to Tenant Alterations as and when needed to preserve them in good working order and condition. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter, or fixtures into or out of the Building without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. All damage or injury to the Demised Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if its fixtures and equipment or to the extent that Building or to its fixtures and equipment caused by Tenant moving property in or out of the need for such repairs Building or replacements arises directly by Tenant's installation or indirectly removal of furniture, fixtures or other property, or resulting from air-conditioning unit or systems, short circuits, flow or leakage of water or from any actother cause of any other kind or nature whatsoever due to carelessness, omission, misuse neglect, improper conduct or neglect other cause of the Organization and/or Tenant, its officersservants, employees, agents, contractors, guests, and/or invitees. All repairs visitors or replacements required under this Article XI(A) licensees shall be subject to repaired, restored or replaced by Landlord at the supervision expense of Tenant and control of the City, collectible as Additional Rent and all repairs and replacements shall be made with materials paid by Tenant within ten (10) days after rendition of equal a ▇▇▇▇ or better quality than the items being repaired or replacedstatement therefor. B. Notwithstanding the above, from time to time during the term Tenant shall not place a load upon any floor of the AgreementDemised Premises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed, City may electby law. Landlord reserves the right to prescribe the weight and position of all safes and heavy equipment which must be placed so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant's expense in settings sufficient in Landlord's judgement to absorb and prevent vibration, in its sole discretion noise, and annoyance. C. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by delivery reason of written notice inconvenience, annoyance or injury to the Organizationbusiness arising from Landlord, to perform on behalf of the Organization, all Tenant or some portion of the others making any repairs, maintenancealterations, restoration and replacement (collectively referred additions or improvements in or to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Building or Demised Premises. C. To , or in or to fixtures, appurtenances, or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the extent not otherwise addressed hereinBuilding or of Demised Premises, the City shall, or in or to the extent permitted by budget appropriationsfixtures, repair, replace, and restore the following:appurtenances or equipment thereof.

Repairs and Maintenance. A. The Organization shall, (a) Tenant shall at its Tenant’s sole cost and expense keep and maintain the Demised Premises in good order, condition and preserve repair, making all non-structural, repairs and replacements therein, including, without limitation, all scratched, damaged or broken doors and glass in the lobby area and in and about the Demised Premises. The provisions of this Section 12.01(a) shall not apply to any “Systems” (as hereinafter defined) located within the Demised Premises as described in Section 12.01(c) hereinbelow. (b) Landlord shall have the right, in the same condition as exists on the effective date of this Agreement (subject its sole and absolute discretion, to normal and customary wear and tear) and elect to perform any and and/or all repairs and replacements required maintenance as provided in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for Section 12.01(a) hereinabove in which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for event all costs and expenses incurred by Landlord with respect thereto shall be paid by Tenant to Landlord as an Additional Charge within ten (10) days after Tenant is billed therefor. The performance by Landlord of any portion of the repair and maintenance obligations of Tenant provided for in Section 12.01(a) shall in no way relieve Tenant of its obligation to perform any of its repair and maintenance obligations not performed by Landlord. (c) Landlord shall perform all new installations, maintenance, repairs and replacements to the mechanical, plumbing, electrical, sanitary, heating, ventilating, air conditioning, sprinkler, fire detection and other systems of the Project (herein collectively called the “Systems”). The costs and expenses incurred by Landlord pursuant to this Section 12.01(c) shall be deemed either (i) Common Area Expenses pursuant to Section 5.01 hereof, or (ii) the sole expense of Tenant in the event that such maintenance, repairs and replacements are required in order for Tenant to receive a certificate of occupancy for the Demised Premises (the completion of which shall in no event excuse the timely performance of any obligation of Tenant under this Lease) or in the event that such work is required as a result of Tenant’s actions or failure to act; which expense shall be considered as an Additional Charge hereunder separate and apart from any other cost or expense due under this Lease, and shall be payable within ten (10) days following written demand therefor from Landlord. (d) Tenant shall immediately notify Landlord of all maintenance, repairs and replacements to be performed as required pursuant to Sections 12.01(a), (b) and (c) hereinabove. (i) In addition, Tenant shall pay to Landlord as an Additional Charge within ten (10) days after Tenant is billed therefor, the costs and expenses of all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)replacements, in and to the Project (including the Demised Premises) and the facilities and systems thereof, if and to the extent that the need for such repairs which arises out of (i) the performance or replacements arises directly existence of Tenant’s Work or indirectly from any Alterations, (ii) the installation, use or operation of Tenant’s equipment, fixtures and other personal property in the Demised Premises, (iii) the moving of Tenant’s equipment, fixtures and other personal property in or out of the building within which the Demised Premises is located, or (iv) the act, omission, misuse misuse, or neglect of the Organization and/or Tenant or any of its officerssubtenants, assignees, licensees or its or their employees, agents, contractors, guests, and/or or invitees. All repairs . (ii) Tenant shall not overload the electrical wiring serving the Demised Premises or replacements required under this Article XI(A) shall be subject to within the supervision and control of the CityDemised Premises, and all repairs provided Landlord gives its prior written consent therefor, Landlord will install at Tenant’s sole cost and replacements shall expense, any additional electrical wiring which may be made required in connection with materials Tenant’s operation of equal or better quality than its business at the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Demised Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Subject to provisions of Paragraph 17, Lessor shall keep and maintain the roof (including the roof structure and membrane), paving, structural elements, landscaping, irrigation, the exterior walls of the building in which the Premises are located and all common areas in good order and repair. Except for the cost of keeping and maintaining the structural elements of the building foundations, exterior walls (excluding painting) and roof structure only, which shall be borne solely by Lessor, Lessee shall reimburse Lessor for its proportionate share of said expense within ten (10) days of Lessee's receipt of Lessor's invoice demanding payment. If, however, any repairs or maintenance are required because of an act or omission of Lessee, or its agents, employees, or authorized representatives, Lessee shall pay to Lessor upon demand 100% of the costs of such repair or maintenance. B. Except as expressly provided in Sub-paragraph (A) above, Lessee shall at its sole cost, keep and maintain the entire Premises and every part thereof, including, without limitation, the windows, window frames, plate glass, glazing, truck doors, doors, all door hardware, interior of the Premises, interior walls and partitions, and the electrical, plumbing, heating and air-conditioning systems in good and sanitary order, condition and repair. Lessee shall, at its sole cost and expense maintain and preserve all times during the PremisesLease term, have in effect a service contract for the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components maintenance of the Premises heating, ventilating and air-conditioning (HVAC) equipment with a HVAC repair and -maintenance contractor approved by Lessor which provides for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs periodic inspection and expenses incurred to perform any and all repairs and replacements servicing at least once every three (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A3) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time months during the term hereof and shall provide Lessor with a copy of such contra and all periodic service reports. Should Lessee fail to maintain the Premises or make repairs required of Lessee hereunder forthwith upon notice from Lessor, Lessor, in addition to all other remedies available hereunder or by law, and without waiving any alternative remedies, may make the same, and in that event, Lessee shall reimburse Lessor as additional rent for the reasonable cost of such maintenance or repairs on the next date upon which rent becomes due. Lessee hereby expressly waives the provisions of Sub-section 1 of Section 1932, and Sections 1941 and 1942 of the AgreementCivil Code of California and all rights to make repairs at the expense of Lessor, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion Section 1942 of the Premisessaid Civil Code. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallTENANT will, at its TENANT's sole cost and expense maintain expense, keep the Demised Premises in good repair and preserve tenantable condition during the term of this Lease. The repair and maintenance of the whole of the Demised Premises, including without limitation, the nonstructural interior portions of the Demised Premises; including storefronts, windows, doors, floor covering, plumbing, ventilation, heating and air conditioning systems, shall be the sole responsibility of the TENANT at the TENANT's expense. The TENANT will, at the termination of this Lease, by lapse of time or otherwise, surrender the Premises in the same condition as exists on when received, reasonable wear and tear excepted, and shall surrender all keys for the effective date Premises to LANDLORD. TENANT shall remove all its trade fixtures leased equipment and any alterations or improvements which LANDLORD requests to be removed before surrendering the Premises as aforesaid and shall repair any damage to the Premises caused thereby. Notwithstanding the foregoing, however, TENANT shall not be required to remove improvements of a permanent nature such as walls, partitions, carpeting and painting, TENANT's obligation to observe or perform this covenant shall survive the expiration or other termination of the term of the Lease. The TENANT shall at its own cost and expense, enter into an annual contract for regularly scheduled preventive maintenance and repair, with a licensed maintenance contractor approved by the LANDLORD, for servicing and repair of all heating and air conditioning systems and equipment serving the Premises. Not later than thirty (30) days following the commencement of this Agreement (subject Lease and annually thereafter, TENANT shall furnish to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components LANDLORD a copy of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs air conditioning maintenance contract described above and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent proof that the need annual premium for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or inviteesmaintenance has been paid. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time TENANT may alternatively maintain the heating and air conditioning systems servicing the Premises through employees of Tenant who are licensed to time during maintain such systems. The service contract must include all services suggested by the term equipment manufacturer. The maintenance contractor shall keep a detailed record of all services performed on the AgreementPremises and prepare a yearly service report to be furnished to the TENANT and the LANDLORD at the end of each calendar year. The LANDLORD may, City may electbut shall not be required to, in its sole discretion and by delivery of written upon notice to the OrganizationTENANT, elect to perform enter into such maintenance/service contract on behalf of the OrganizationTENANT or perform the work itself, all or some portion and in either case, charge TENANT therefore, together with a reasonable charge of overhead. The LANDLORD agrees to repair and maintain in good order and condition the roof, roof drains, exterior walls, parking lots, landscaping, exterior lighting and the structural integrity of the repairs, maintenance, restoration interior and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion exterior of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Tenant, at its sole cost and expense expense, shall take good care of the Premises and shall keep, repair, replace and maintain the Premises in good order, condition and preserve repair, and each and every part thereof (including, without limitation, painting and decorating, and the repair, maintenance and replacement of any heating, ventilating and air conditioning units or systems), except only such matters that are expressly stated herein to be within the Landlord's obligation to maintain, or, subject to the provisions of Paragraph 11 hereof, caused solely by the negligence or willful misconduct of Landlord, its contractors, employees, agents or other tenants (but only to the extent not covered by Tenant's insurance), and shall not cause nor permit any dirt, debris or rubbish to be put, placed or maintained on the sidewalks, driveways, parking lots, yards, entrances and curbs, in, on or adjacent to the Building. Tenant further agrees not to cause nor permit waste of or damage or nuisance to, in, or about the Premises or the Building. To the extent assignable, Landlord shall assign to Tenant all warranties applicable to the Premises, including, but not limited to, warranties of manufacturers and contractors, and any warranties with respect to equipment, fixtures, materials, service or operability with respect to anything contained in the same condition as exists on Premises. Landlord shall assist Tenant, at Tenant's expense, in making any such warranty claims. In the effective date event any such warranty is not assignable, Landlord shall be responsible for the materials or services covered by such warranty. Without in any way limiting the foregoing or any other provision of this Agreement (subject to normal and customary wear and tear) and perform lease, Landlord shall be responsible for any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of latent defects at the Premises for a period of two (2) years following the Commencement Date. (b) Landlord, upon reasonable written notice from Tenant, shall, at Landlord's sole cost and expense, make necessary structural repairs to the exterior walls and shall keep in good order, condition and repair the exterior foundations, downspouts, gutters and roof of the Building, excluding, however, all windows, doors, signs and all repairs required by any casualty except as otherwise provided in Paragraphs 9 and 13 hereof. For the purpose of this lease, a structural repair shall be defined as any structural repair to the structural steel, footings, foundations, masonry walls, and roof of the demised Premises. Any repairs, whether structural or otherwise, resulting from damage caused by any act, omission or negligence of Tenant, any subtenant or concessionaire, or their respective employees, agents, invitees, licensees or contractors shall be performed by the Landlord and, except as provided in Paragraph 7 of this lease, the reasonable cost thereof, to the extent not reimbursed through the insurance maintained by Landlord, shall be paid by Tenant as additional rent. (c) Landlord further agrees to maintain, repair and keep in good order and condition, as part of the operating expenses to be paid by Tenant as provided in Paragraph 20(a), all public or common areas surrounding the Building which are the City is expressly responsible under this Agreementproperty of the Landlord, including but not limited except as otherwise herein provided, and agrees to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)furnish all necessary utilities to such public or common areas. The Organization shall also be responsible for all reasonable costs and expenses incurred by Landlord for maintenance, repairs, utilities, janitorial service, refuse and snow removal and security of the public or common areas shall be determined in the reasonable discretion of Landlord, to perform any ensure the proper quality and the preservation of the reputation of the Building. Tenant shall pay its proportionate share of all repairs reasonable costs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)expenses so incurred by Landlord, as Additional Rental, in and to accordance with the Premisesprovisions of ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇. (▇) All common areas are for the general use, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any actin common, omission, misuse or neglect of all tenants of the Organization and/or its officersBuilding, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:their employees and

Repairs and Maintenance. A. (a) Landlord shall at its expense maintain, repair and replace only the roof, downspouts, gutters, foundation, utility lines located outside the Premises and the structural soundness of the exterior walls of the Building in good repair, reasonable wear and tear excepted. Subject to Paragraph 10(f) below, Tenant shall repair, replace and pay for, any damage to the foregoing caused by the negligence of Tenant or Tenant's employees, agents or invitees, or caused by Tenant's default hereunder. The Organization term "walls" as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Tenant shall immediately give Landlord written notice of defect or need for repairs, after which Landlord shall have reasonable opportunity to repair same or cure such defect. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance or the curing of such defect. (b) Tenant shall at its own cost and expense maintain, repair and replace all parts of the Premises (except those for which Landlord is expressly responsible under the terms of this Lease) in good condition, reasonable wear and tear excepted, promptly making all necessary repairs and replacements, including, but not limited to, windows, glass and plate glass, doors, any special office entry, interior walls, finish work, floors and floor covering, heating and air conditioning systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures and regular removal of trash and debris. The foregoing notwithstanding, Tenant shall not be obligated to repair any casualty covered by the insurance to be maintained by Landlord pursuant to subparagraph 10(a) below. (c) If either party hereto shall fail to fulfill its obligations under this paragraph, the other party hereto may enter upon the area of the Building or the Premises as required to conduct the obligations of the defaulting party, and shall be entitled to reimbursement from the defaulting party for its actual costs and expenses in conducting such obligations. The defaulting party shall reimburse the other party hereto for its actual costs and expense promptly upon demand made by the other party hereto. The provisions of this subparagraph shall not be interpreted to obligate either party hereto to conduct obligations of the other party hereto. (d) Tenant shall enter into a maintenance contract providing for the periodic maintenance of all hot water, heating and air conditioning systems and units in the Premises, and removal and replacement of filters, and shall enter into a janitorial contract providing for the daily cleaning of the Premises. These contracts shall be with parties and upon such terms and conditions as shall be reasonably approved by Landlord. Tenant shall provide Landlord a copy of such contracts within five days of the execution of this Lease. (e) Tenant shall not damage any demising wall of the Building, or disturb the integrity and support provided by any demising wall and shall, at its sole cost and expense maintain and preserve the Premisesexpense, in the same condition as exists on the effective date of this Agreement (subject promptly repair any damage or injury to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural demising wall caused by Tenant or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agentsagents or invitees, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision provisions of Paragraph 10(f) below. (f) Tenant and control of its employees, customers and licensees shall have the Citynon- exclusive right to use the parking areas, and all repairs common areas in the Building as may be designated by Landlord in writing, subject to reasonable rules and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, regulations as Landlord may from time to time during prescribe and subject to rights of ingress and egress of other tenants. Parking shall be available at the term Building at a ratio of the Agreementno less than four parking spaces per every 1,000 rentable square feet. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. Landlord may require, City may electat its option, in its sole discretion discretion, that Tenant, its employees, invitees, and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required visitors use certain numbered spaces to be performed designated by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesLandlord. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall1. Lessor shall keep the exterior structure, to-wit, foundation, bearing walls and roof of the Leased Premises in proper repair during the lease term, or any renewal or extension thereof; except that the cost of any such repairs occasioned by Lessee's fault shall be paid by Lessee, unless proceeds from insurance maintained by Lessee are made available to Lessor to cover the entire cost of such repairs. 2. Lessor shall pay for all necessary repairs during the first year of the lease as it relates only to faulty workmanship and/or defective material or equipment. Lessee shall at its sole cost all times during the Lease term pay for and expense maintain make all other necessary repairs and preserve replacements to the Leased Premises, including, but not limited to, the doors, windows, plate glass, fixtures, heating, air conditioning systems serving the Leased Premises, electrical and sewage (to main sewer lines) facilities of the Leased Premises, and keep and maintain the same in good condition and repair so that the expiration of the Lease, or any renewal or extension thereof, the Leased Premises shall be surrendered to Lessor in the same condition as exists on that the effective date same are in at the commencement of this Agreement (subject to normal said Lease, ordinary wear and tear excepted. Notwithstanding the foregoing, provided Lessee established and follows the usual and customary wear preventive maintenance program for the heating, ventilating and tearair-conditioning facilities servicing the Leased Premises, Lessor shall repair and replace the compressor and compressor motor as may be necessary during the four (4) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components year after possession of the Leased Premises for which the City is expressly responsible under this Agreementfurnished to Lessee; provided, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premiseshowever, if and to any such repair and/or replacement shall be occasioned by the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse sole fault or neglect of the Organization and/or Lessee or its officers, employees, employees or agents, contractors, guests, such repair and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements replacement shall be made with materials of equal or better quality than the items being repaired or replacedand paid for by Lessee. Leasehold improvements furnished by Lessee shall not be included in warranty. B. Notwithstanding the above, from time 3. Lessor shall not cause or permit any toxic materials injurious to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required animal life forms to be performed by the Organization under this Agreement. The Organization shall reimburse the City sprayed or otherwise placed in or about Lessee's leased premises for the cost control of insects or value of all General Repair Services provided other vermin unless specifically requested by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services lessee or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesspecifically approved by Lessee. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall, at its sole cost and expense maintain and preserve the Premises, in the same condition as exists on the effective date Tenant shall take good care of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components and at its sole cost and expense make all repairs to Tenant Alterations and Tenant's Work as and when needed to preserve them in good working order and condition. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter, or fixtures into or out of the Building without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. All damage or injury to the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if its fixtures and equipment or to the extent that Building or to its fixtures and equipment caused by Tenant moving property in or out of the need for such repairs Building or replacements arises directly by installation or indirectly removal of furniture, fixtures or other property, or resulting from air-conditioning unit or systems, short circuits, flow or leakage of water or from any actother cause of any other kind or nature whatsoever due to carelessness, omission, misuse neglect, improper conduct or neglect other cause of the Organization and/or Tenant, its officersservants, employees, agents, contractors, guests, and/or invitees. All repairs visitors or replacements required under this Article XI(A) licensees shall be subject to repaired, restored or replaced by Landlord at the supervision expense of Tenant and control of the City, collectible as Additional Rent and all repairs and replacements shall be made with materials paid by Tenant within ten (10) days after rendition of equal or better quality than the items being repaired or replaceda bill ▇▇ statement therefor. B. Notwithstanding the above, from time to time during the term Tenant shall not place a load upon any floor of the AgreementPremises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed, City may electby law. Landlord reserves the right to prescribe the weight and position of all safes and heavy equipment which must be placed so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant's expense in settings sufficient in Landlord's judgment to absorb and prevent vibration, in its sole discretion noise and annoyance. C. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by delivery reason of written notice inconvenience, annoyance or injury to the Organizationbusiness arising from Landlord, to perform on behalf of the Organization, all Tenant or some portion of the others making any repairs, maintenancealterations, restoration and replacement (collectively referred additions or improvements in or to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Building or Premises, or in or to fixtures, appurtenances, or equipment thereof, and no liability upon Landlord for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the Building or of Premises, or in or to the fixtures, appurtenances, or equipment thereof. C. To D. Landlord shall maintain the extent not otherwise addressed hereinroof, structural supports, foundation and exterior of the Building and all Building standard plumbing, electrical, mechanical, heating, ventilating, and air-conditioning systems in good condition, and shall maintain and clean the interior common areas in the Building. Landlord also shall maintain all parking areas, driveways, walkways, lawns and planted areas and all common areas of the Building. Throughout the Term, Landlord will maintain the Building, other than the Premises, in accordance with all applicable laws, orders and regulations of federal, state, county and municipal authorities (including, without limitation, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:Americans with Disabilities Act).

Repairs and Maintenance. A. The Organization shallLessor shall not be liable to Lessee for any repairs necessitated by some act or neglect of Lessee or any Permittee, at its sole cost and expense maintain and preserve or any contractor, agent, employee, invitee of any of the Premisesaforesaid or, for any damage to merchandise, trade fixtures, or personal property of Lessee in the same condition as exists on leased premises caused by water leakage from the effective date of this Agreement (subject to normal roof, water lines, sprinklers or heating and customary wear and tear) and perform any and air conditioning equipment. Lessee shall be liable for all repairs and replacements required replacements, ordinary and extraordinary, other than those for which Lessor is responsible, and shall maintain in the leased premises in good order and repair, clean, sanitary and safe, including the replacement and maintenance of equipment, fixtures, improvements, floor covering, the exterior and interior portions of all doors, door locks, security gates and windows, plumbing and sewage facilities, heating and air conditioning equipment, walls, ceilings, and all plate glass. Lessee shall, as part of its maintenance and repair obligations hereunder, enter into a service contract with a local, approved contractor for service, maintenance and repair of all heating, ventilation and air conditioning equipment within and servicing the leased premises, which shall provide for servicing by such contractor no less often than quarterly. A copy of such contract shall be delivered to the Lessor annually. If Lessee refuses or neglects to make repairs and/or maintain the leased promises, or any part thereof, in a manner reasonably satisfactory to Lessor, Lessor shall have the right, upon giving Lessee reasonable written notice of its election to do so, to make repair or perform such maintenance on behalf of and for the account of Lessee. In such event, such work shall be paid for by Lessee as additional rental promptly upon receipt of a ▇▇▇▇ therefor. Lessee further agrees to paint the interior of the leased premises when necessary in order to so maintain at all times a clean and preserve the Premises sightly appearance. Nothing herein shall imply any duty on Lessor to do any work which Lessor is not specifically and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible required to perform under this AgreementLease or which, including but under any provisions of this Lease, Lessee may be required to perform; and, the performing thereof by Lessor shall not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred constitute a waiver of Lessee's default in failing to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent same. Lessee acknowledges that the need for such repairs foregoing provisions of this paragraph shall apply and become effective from and after the date Lessee or replacements arises directly its agents or indirectly from contractors enter the leased premises or undertake activities permitted hereunder. Lessee shall indemnify Lessor against, and hold it harmless from, any actclaims, omissiondemands, misuse or neglect of the Organization and/or actions against Lessor or its officers, employees, agents, contractorsemployees or contractors for losses or damages incurred by Lessor or its agents, guests, and/or invitees. All repairs employees or replacements required contractors arising out of or in any way connected with Lessee's failure to perform its obligations or observe any covenants under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedparagraph. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall, at its sole cost and expense Lessee shall maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Leased Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit Dthe interior walls, Maintenance/Repair/Renewal/Replacement Scheduleceiling and floor, plumbing system and fixtures, electrical system and fixtures (including bulbs and ballasts), all windows, window glass and interior doors; the exterior of the Leased Premises including but not limited to exterior doors, repairing, painting and/or staining the exterior walls, the gutters and downspouts, all in good condition and repair, with the work performed in a quality and workmanlike manner. The Organization Lessee shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect repair and/or replacement of the Organization and/or its officersHeating, employees, agents, contractors, guests, and/or inviteesVentilation and Air Conditioning equipment (“HVAC”) servicing the Leased Premises. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and At all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time times during the term of this Lease, Lessee shall secure, pay for and maintain a maintenance contract with a licensed HVAC contractor for quarterly maintenance on the AgreementHVAC system and shall forward to Lessor a copy of such contract for Lessor’s records. In the event Lessee fails to supply Lessor with such documentation, City Lessor may electcontract for such maintenance and charge to Lessee the cost either directly or in the NNN charges for said maintenance. Lessor’s responsibility to maintain the Leased Premises shall be limited to and include the structural integrity of the Leased Premises including foundations of the Leased Premises, in its sole discretion and provided however, Lessee shall be responsible to Lessor for all out of pocket expenses incurred by delivery Lessor as a result of written notice fire, damage or other casualty (collectively ‘waste’) to the Organization, to perform on behalf of the Organization, all property which waste is caused by Lessee or some portion of the repairs, maintenance, restoration Lessee's equipment or signage. Lessee shall be liable for and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City Lessor for the cost or value of all General Repair Services provided any repairs necessitated by the Cityacts or omissions of Lessee, his agents, employees or invitees. If Lessee refuses or neglects to repair or maintain the Organization fails Leased Premises to reimburse the Cityreasonable satisfaction of Lessor as required hereunder, the City Lessor may set-off make such repairs without liability to Lessee for any loss or damage that may accrue to Lessee's business by reason thereof, and upon completion thereof Lessee shall pay Lessor's costs for making such repair cost from compensation owed upon presentation of a ▇▇▇▇ thereof. Upon the termination of this Lease, Lessee shall remove all signage and surrender the Leased Premises to Organization under this Agreement. Unless Lessor in a broom clean condition, with the HVAC system in good operating condition and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace and all light bulbs and ballasts in working order. Lessee shall further repair any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, and all damage to the extent permitted by budget appropriations, repair, replace, and restore the following:Leased Premises resulting from Lessee’s removal of signage and/or other trade fixtures.

Repairs and Maintenance. A. The Organization shall9.1. From and after the Commencement Date, Lessor, at its Lessor's sole cost and expense expense, shall repair, maintain and preserve keep in good condition the footing, foundations and structural walls of the Building, but not including the roof of the Building and further excepting any structural repairs or maintenance required as a result of the negligence of Lessee, or of Lessee's agents, contractors, servants, employees or invitees on or about the Premises, or which otherwise arises as a result of Lessee's use of the Premises whether or not permitted hereunder. 9.2. From and after the Commencement Date, Lessee, at Lessee's sole cost and expense, shall repair, maintain and keep in good condition the roof of the Building and the roof structure following completion of the same condition as exists on the effective date of this Agreement by Lessor (subject to normal and customary wear and tearLessor's responsibilities contained in Section 9.1 above) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components interior of the Premises for Building which shall include all systems and equipment within the City is expressly responsible under this Agreement, Building including (but not limited to Exhibit Dto) repair and maintenance of all elevators, Maintenance/Repair/Renewal/Replacement Schedule). The Organization HVAC systems, boilers, mechanical systems, electrical systems, sprinklers, security systems, plumbing systems and associated equipment within the Building, and Lessee shall also be responsible for all costs and expenses incurred any repairs or maintenance which would otherwise be the responsibility of Lessor pursuant to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)Section 9.1 above, in and to the Premises, if and to the extent that but the need for which arises as a result of Lessee's activities as therein more particularly described. Notwithstanding the foregoing, Lessee shall not be responsible for any such repairs or replacements and maintenance, the need for which arises directly or indirectly from any act, omission, misuse or neglect as a result of the Organization and/or its officers, employees, negligence of Lessor or of Lessor's agents, contractors, guestsservants, and/or employees or invitees. 9.3. All repairs or replacements required under this Article XI(A) Lessee shall be subject at all times keep the hallways and entrances to the supervision Building free and control clear of debris, and shall also provide for interior janitorial service (including carpet maintenance), interior painting (and re-painting, where necessary), replacement of lighting ballasts and bulbs, and interior and exterior window cleaning. 9.4. Lessee shall, at Lessee's sole cost and expense, repair and maintain, in a manner consistent with comparable first-class office space in Fairfield County, Connecticut, the parking area, access roads, sidewalks, lawns and planting areas at the Premises, which maintenance shall include (as necessary, desirable and/or appropriate) the mowing, landscaping, plowing, sanding and sweeping thereof. With respect to the access roads that do not form a part of the CityPremises but are within the Park, Lessor shall maintain the same in a manner consistent with that of comparable business parks, including paving, sanding and plowing the same, and all repairs and replacements Lessee shall be made with materials pay Lessee's pro rata share of equal or better quality than the items being repaired or replacedcost thereof to Lessor, as reasonably determined by Lessor. B. Notwithstanding 9.5. Lessee shall not permit, allow or cause any act or deed to be performed or any practice to be adopted or followed on the above, from time Premises and/or within the Building which shall cause or be likely to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice cause injury or damage to the Organization, to perform on behalf of the Organization, all any person or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required or to any part thereof. Lessee at all times shall keep the Premises and the Building in a neat and orderly condition and clean and free from rubbish, dirt and other miscellaneous items. Lessee shall make provision for adequate refuse containers to be performed placed upon the Premises in areas to be designated by Lessor and shall cause the Organization under this Agreementsame to be emptied periodically. The Organization Lessee shall reimburse deposit all refuse in such containers and shall keep the City for area around the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless same reasonably neat and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesattractive. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization 10.01 Tenant shall, at all times during the Term, at its sole cost and expense expense, maintain the Demised Premises in good first class order and preserve shall provide all cleaning and janitorial service to the Demised Premises, in including among other things the cleaning of exterior windows, necessary to maintain the same condition as exists on in such first class order. Tenant, at Tenant’s sole cost and expense, shall make all necessary repairs to the effective date Demised Premises, of this Agreement (subject whatever nature other than structural repairs referred to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementbelow, including but not limited to Exhibit Dinterior and exterior, Maintenance/Repair/Renewal/Replacement Schedule)extraordinary as well as ordinary, foreseen or unforeseen, and will keep all improvements and the fixtures, machinery and equipment located in or on the Demised Premises, or servicing the same and every part thereof in good first class order and repair. The Organization Tenant shall also be solely responsible for all costs the maintenance, repair and/or replacement of any computer, communications, plumbing fixtures, heating, ventilating and expenses incurred air conditioning units and similar equipment installed by Tenant or at its request, whether or not located in the Demised Premises. Landlord shall have no duty whatsoever to perform make any repairs to the Demised Premises, or to the fixtures, machinery and all equipment located thereon or serving the same, during the Term of this Lease or any Option Term thereof. Landlord shall make structural repairs to the Building and replacements the Demised Premises which in its reasonable judgement are necessary, and the same shall be added to Landlord’s Costs of Operation. If any part of the Demised Premises shall be damaged solely by the negligence of the Landlord, its agents or employees, then Landlord shall repair such damage at its sole cost and expense. 10.02 In the event Tenant defaults in making any repairs to, or maintenance of, the Demised Premises and, at its option, Landlord elects to make such repairs (whether structural or non-structural; interior or exterior; at the expense of Tenant and ordinary or extraordinarysubject to any other terms of this Lease) during Tenant’s continued occupancy of the Demised Premises (which election shall not waive any other rights Landlord may have hereunder, including, but not limited to, the right of eviction), in Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to Tenant’s business arising from Landlord making said repairs. Tenant shall pay to Landlord, immediately upon demand, and to as Additional Rent, the Premises, if and to the extent that the need for such cost of any repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect maintenance performed by Landlord which are the responsibility of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required Tenant under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, Lease. Nothing contained in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein paragraph shall be construed to obligate the City impose upon Landlord any duty to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesmitigate damages which might be incurred by it. C. To 10.03 When used in this Lease the extent not otherwise addressed hereinterm “repair” shall be deemed to include restoration and replacement as may be necessary to achieve and/or maintain good working order and condition consistent with comparable buildings in the Mount Kisco, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:New York area.

Repairs and Maintenance. A. The Organization 17.01. Tenant shall, at its sole cost and expense maintain and preserve throughout the Term, take good care of the Demised Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule)therein. The Organization Damage resulting from insured risks shall also be governed by Article 24 hereof. Tenant shall be responsible for all costs repairs, interior and expenses incurred to perform any exterior, structural and all repairs nonstructural, ordinary and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Demised Premises, if and to the extent that Building (including the facilities and systems thereof) and the Common Areas the need for such repairs which arises out of (a) the performance or replacements arises directly existence of the Tenant's Work or indirectly from any alterations, (b) the installation, use or operation of the Tenant's Property in the Demised Premises, (c) the moving of the Tenant's Property in or out of the Building, or (d) the act, omission, misuse or neglect of the Organization and/or Tenant or any of its officers, subtenants or its or their employees, agents, contractors, guests, and/or contractors or invitees. All repairs Tenant shall promptly replace all scratched, damaged or replacements required under this Article XI(A) broken doors and glass in and about the Demised Premises and shall be subject responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintenance of all sanitary and electrical fixtures and equipment therein. Tenant shall promptly make all repairs in or to the supervision Demised Premises for which Tenant is responsible, and control any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the CityBuilding shall be performed only by contractor(s) approved by Landlord, which approval shall not be unreasonably withheld. Any other repairs in or to the Building and the facilities and systems thereof for which Tenant is responsible shall be performed by Landlord at Tenant's expense; but Landlord may, at its option, before commencing any such work or at any time thereafter, require Tenant to furnish to Landlord such security, in form (including, without limitation, a bond issued by a corporate surety licensed to do business in New Jersey) and amount, as Landlord shall deem necessary to assure the payment for such work by Tenant. Tenant shall not permit or suffer the overloading of the floors of the Demised Premises beyond one hundred (100) pounds per square foot. 17.02. Landlord shall be responsible for all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) maintenance in and to the Premises required Building and structure thereof (including the facilities and systems thereof), except for those repairs and maintenance for which Tenant is responsible pursuant to any of the provisions of this Lease. Landlord shall use reasonable efforts to promptly make all repairs and perform all maintenance for which it is responsible; provided, however, that the foregoing reasonable efforts shall not, in any event, require Landlord to perform or cause work to be performed by the Organization under this Agreementother than on Business Days during Business Hours. 17.03. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except Except as otherwise expressly provided in Exhibit Dthis Lease, Maintenance/Repair/Renewal/Replacement ScheduleLandlord shall have no liability to Tenant, nor shall Tenant's covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord's doing any repairs, maintenance, or changes which Landlord is required or permitted by this Lease, or required by Law, to repair, maintain, restore make in or replace to any portion of the PremisesBuilding. Landlord shall use its reasonable efforts to minimize any such inconvenience, annoyance, interruption or injury to Tenant's business; provided, however, that the foregoing reasonable efforts shall not, in any event, require Landlord to perform or cause work to be performed other than on Business Days during Business Hours. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization (a) Tenant shall at its own cost and expense keep, maintain and take good care of the premises and make all necessary repairs thereto, interior and exterior, non-structural, ordinary and extraordinary, and shall suffer no waste or nuisances; provided, however, that the cost of maintenance and repair of any common party wall (any wall, divider, partition or any other structure separating the premises from any adjacent premises occupied by other tenants) shall be shared equally by Tenant and the Tenant occupying adjacent premises. Tenant shall not damage any party wall or disturb the integrity and support provided by any party wall and shall, at its sole cost and expense, promptly repair any damage or injury to any party wall caused by Tenant or its employees, agents or invitees. At the end of the term or other termination of this lease, Tenant shall deliver the premises with all improvements thereon in good repair and condition, reasonable wear and tear only excepted. Landlord shall be responsible for maintaining the roof, exterior walls and foundation throughout lease term. (b) Tenant shall at its own cost and expense care for the grounds around the buildings on the premises, including the regular mowing of grass, care of shrubs and general landscaping, and maintenance of the parking areas, driveways, alleys and shall maintain the whole of the premises in a clean and preserve sanitary condition. (c) In the Premisesevent the premises constitute a portion of a multiple occupancy building, Tenant and its employees, customers, and licensees shall have the nonexclusive right to use, in common with the same condition as exists on other parties occupying said building, the effective date of this Agreement (parking areas, driveways and alleys adjacent to said building, subject to normal such reasonable rules and customary wear regulations as Landlord may from time to time prescribe, and tearTenant shall, in lieu of their obligations set forth under subparagraph (b) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components above, be liable for its proportionate share of the Premises cost and expense of the care for which the City is expressly responsible under this Agreementgrounds around the said building, including but not limited to Exhibit Dto, Maintenance/Repair/Renewal/Replacement Schedule)the mowing of grass, care of shrubs, general landscaping, and maintenance of parking areas, driveways and alleys. The Organization Tenant shall also be responsible reimburse Landlord monthly for all the amount of its proportionate share of such costs and expenses incurred in the event Landlord elects to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required cause to be performed such work. (d) In the event Tenant shall fail to maintain the demised premises or any paving, landscaping or milroad siding in accordance with this paragraph 6, Landlord shall have the right (but not the obligation) to cause all repairs or other maintenance to be made and the reasonable costs therefor expended by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein Landlord shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisespaid by Tenant on written demand. 7. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(a) Subject to Section 4.6(g), at its should ----------------------- it become necessary in Lessor's sole cost and expense maintain and preserve discretion during the Premises, in Term hereof to repair the same condition as exists structure of any buildings located on the effective date of this Agreement Property (subject to normal and customary wear and tear) and perform any and all repairs and replacements required the "Buildings"), --------- including but not limited to, the roof, exterior walls, floor slab, windows, exterior doors, HVAC (as defined hereinafter), plumbing or other building systems, in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementgive effect to Lessee's rights hereunder, including but not limited to Exhibit Dmaintaining and ensuring future maintenance of the Property and the environment within the Property in accordance with the FDA's current Good Manufacturing Practices and applicable DEA regulations, Maintenance/Repair/Renewal/Replacement Scheduleor to maintain the Shared Areas in substantially the same condition as on the date hereof, Lessor shall make such repairs at its sole cost and expense, within a reasonable time after notice to do so by Lessee, unless such repairs are required as the result of the gross negligence or willful misconduct of Lessee or its agents, employees or invitees, and, in such cases, such necessary repairs shall be made by Lessee or by Lessor at Lessee's sole cost and expense. (b) Subject to the performance by Lessor of its obligations under Section 4.6(a), Lessee shall keep the Premises, including all improvements and fixtures, in a good, clean and safe condition, in order to keep the same in substantially the same condition as on the date hereof, at all times during the Term of this Agreement, and shall perform such repairs as are required as the result of the gross negligence or willful misconduct of Lessee or its agents, employees or invitees, in each case at Lessee's sole cost and expense. The Organization Lessee shall also keep the equipment in good condition and repair at all times during the Term of this Agreement. (c) Lessee shall be responsible for the repair of all costs and expenses incurred to perform any uninsured damage caused by Lessee, and all repairs maintenance required as a result of the gross negligence or willful misconduct of Lessee, to the plumbing, electrical and replacements other fixtures located within the Premises. (whether structural d) Lessee shall comply in all material respects with all laws, ordinances, orders and regulations of governmental authorities relating to Lessee's manner of use of the Premises and the actual conduct of Lessee's business. (e) Lessee shall promptly notify the Lessor in writing of any damage to or non-structural; interior defects in the Premises, and of any injuries to persons or exterior; property which occur therein, of which Lessee had actual notice. (f) Lessee shall not take or fail to take any action which, as a direct result, increases the amount of Lessor's insurance premiums in relation to the Premises and ordinary will comply with all reasonable recommendations of Lessor's insurer with respect to any precautions concerning life and safety and against fire. Lessee hereby agrees to reimburse Lessor for any increase in Lessor's insurance premiums which directly result from Lessee's actions or extraordinary)inactions. (g) In the event that during the Term hereof any alteration, in and addition, repair, maintenance or other change to the Premises, or any portion thereof, is required to be made in connection with the enactment, amendment or repeal of any statute, ordinance, rule or regulation, including under FDA, DEA rules and regulations, or the rendering of any judicial or administrative decision increasing building standards above the standards existing on the date hereof, then and in that event: (i) if such repair, maintenance, alteration, addition or change is required primarily by reason of the manner or mode or character of Lessee's use of the Premises, Lessee shall have the right to terminate this Agreement by giving notice to Lessor, in which case this Agreement shall terminate as of the date that is 90 calendar days after the date such notice is given, and if Lessee does not elect to terminate this Agreement, then Lessee shall make such alteration, addition or change at Lessee's sole cost and expense and in compliance with the terms of this Agreement; (ii) subject to Section 4.7(c), if said repair, maintenance, alteration, addition or change is required for any other reason, including, but not limited to, a structural defect in or other condition relating to the extent that Premises which was in existence as of the need date hereof, then said alteration, addition or change shall be made at Lessor's sole cost and expense and within a commercially reasonable amount of time. (h) Lessor, its agents and representatives, may enter upon the Premises at any reasonable time and upon reasonable notice and without unreasonably interfering with Lessee's business, emergencies excepted, for the purpose of inspecting the same, or as otherwise required by any applicable law, rule or regulation or by Lessor in respect of security matters or for the Buildings' safety and protection. (i) Notwithstanding the foregoing provisions, if Lessee has actual knowledge of any condition requiring any immediate, urgent repair to the Premises or requiring the performance of any other urgent action, and any delay in the performance thereof may result in material loss or damage to the Premises, Lessee shall have the right, at its option, to make such repairs or replacements arises directly perform such act promptly without obtaining Lessor's prior approval if otherwise required hereunder. Any condition which shuts down any or indirectly from any act, omission, misuse or neglect all of Lessee's production on the Premises shall de facto be a condition requiring urgent repair. Lessee shall as soon as practicable thereafter notify Lessor of the Organization and/or facts and shall be entitled to be reimbursed promptly for all its officersreasonable costs incurred in connection therewith, employeesprovided, agents, contractors, guests, and/or invitees. All repairs or replacements required it is not otherwise Lessee's -------- responsibility under this Article XI(A) shall be subject Agreement to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedmake said corrections. B. Notwithstanding (j) Lessor shall have the aboveright to contest or review by legal proceedings or in any such other manner as Lessor deems suitable, from time to time during the term of the Agreementany laws, City may elect, in its sole discretion ordinances and by delivery of written notice to the Organization, to regulations requiring that Lessor perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to a repair, maintain, restore or replace any portion provided that such right to contest shall not unreasonably disturb Lessee's use and operation of the Premises. Lessee shall cooperate with Lessor, execute such documents and perform such acts as may be reasonably required to effectively prosecute such contest or review, all at Lessor's sole cost and expense. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLessor, at its sole cost and expense expense, consistent with Section 7 herein, shall maintain and preserve keep in good order and repair and make any necessary replacements to the roof, concrete slab, footings, foundation, structural components, exterior walls, plumbing, heating and ventilation and air conditioning, fire protection, electrical, and all mechanical and building systems serving the Premises (except for any signage of Lessee permitted hereunder on such walls, and all improvements made by Tenant within the Premises, which shall be Lessee’s responsibility) and interior load-bearing walls of the building, and shall keep the paving of the parking areas and sidewalks serving the building in good condition and repair. If Lessor fails to comply with its maintenance obligations within one month of notice from Lessee, Lessee may undertake to hire or perform such maintenance and may deduct the same condition actual cost of such from future Rent. Except for Lessor’s obligations set forth above, Lessee agrees to maintain the Premises in at least as exists on good condition, order and repair as it is at the effective date of this Agreement (subject to normal Commencement Date and customary in compliance with all applicable Laws, excepting only reasonable wear and tear) and perform any and tear arising from the use thereof. Lessee’s maintenance responsibilities hereunder shall include, but not be limited to, all repairs and replacements required in order to so maintain and preserve preserve, in good, lawful condition, the Lessee’s Improvements and other Alterations and Lessee’s trade fixtures, and basic repairs of, or to, other fixtures, equipment and appurtenances in the Premises and the fixtures and appurtenances therein (excluding those specific components of building systems located within the Premises for which the City is expressly responsible under this Agreement(including, including but not limited to Exhibit Dto, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for the Premises’ plumbing, heating and ventilation and air conditioning, fire protection, electrical, and mechanical systems, lighting, all costs doors, overhead or otherwise, glass and expenses incurred to perform any windows, floors and all repairs carpeting, walls and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinarywall coverings, ceilings located within the Premises), in and to the Premises, if and to the extent that the need for such any signage of Lessee wherever located. Any repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be made by Lessee to any or all of the building systems within the Premises shall be performed by appropriately licensed contractors. Lessee shall also cause the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails Premises to reimburse the City, the City may setbe kept in a neat and orderly condition consistent with a first-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesclass office project. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization 17.01. Tenant shall, at its sole cost and expense maintain and preserve throughout the Term, take good care of the Demised Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain all interior and exterior portions of the Demised Premises for which including, without limitation, the City is expressly responsible under this Agreementroof, the roof deck, all Building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning ("HVAC") systems in a clean and orderly condition and in good order and repair. Tenant shall keep and maintain all floors, sidewalks, landscaping (including but not limited to Exhibit Dlawn areas), Maintenance/Repair/Renewal/Replacement Schedule)curbing, paving whether in driveways, parking areas or access easements. The Organization phrase "keep and maintain" as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall also maintain the exterior areas of the Demised Premises free of accumulation of snow, ice, dirt and rubbish. Tenant shall not permit or suffer any over-loading of the floors of the Building. Tenant shall be responsible for all costs repairs, interior and expenses incurred to perform any exterior, structural and all repairs nonstructural, ordinary and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Demised Premises, if including the Building and to Land and the extent that facilities and systems thereof, the need for such repairs which arises out of (a) the performance or replacements arises directly existence of the Tenant's Work or indirectly from any alterations, (b) the installation, use or operation of the Tenant's Property in the Demised Premises, (c) the moving of the Tenant's Property in or out of the Building, or (d) the act, omission, misuse or neglect of the Organization and/or Tenant or any of its officers, subtenants or its or their employees, agents, contractors, guests, and/or contractors or invitees. All repairs or replacements required Upon request by Landlord, Tenant shall furnish Landlord with true and complete copies of maintenance contracts and with copies of all invoices for work performed, confirming Tenant's compliance with its obligations under this Article. In the event Tenant fails to furnish such copies, Landlord shall have the right, at Tenant's cost and expense, to conduct such inspections or surveys as may be required to determine whether or not Tenant is in compliance with this Article XI(A) and to have any work required of Tenant performed at Tenant's cost and expense. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be subject responsible for all repairs, maintenance and replacement of wall and floor coverings in the Demised Premises and for the repair and maintenance of all sanitary and electrical fixtures and equipment therein. Tenant shall promptly make all repairs in or to the supervision Demised Premises for which Tenant is responsible, and control any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the CityBuilding shall be performed only by contractor(s) reasonably acceptable to Landlord. Any other repairs in or to the Building and the facilities and systems thereof for which Tenant is responsible may, at Landlord's option, be performed by Landlord at Tenant's expense. Landlord agrees to assign to Tenant the roof warranty, to the extent assignable. In the event that said roof warranty shall not be assignable, Landlord agrees that it shall, at the direction of Tenant and at no cost or expense to Landlord, enforce the same for the benefit of Tenant. In the event that any of Tenant's roof installations as part of Tenant's Work or otherwise, or Tenant's utilization, servicing or maintenance of any of such installations, shall result in any roof puncture or roof penetration which would violate the roof warranty or otherwise violate the roof warranty, Tenant shall be responsible, at its sole cost and expense, to keep and maintain the roof membrane, without benefit of such roof warranty. 17.02. Except as otherwise provided in Section 17.01 above, Landlord shall be responsible for the structural integrity of the Building (excluding, roof and roof deck) and shall, at its cost and expense, make all repairs and replacements to the structural elements thereof. For the purposes hereof structural shall mean footings, foundations, structural steel, exterior walls, and load bearing members. Notwithstanding anything contained in the immediately preceding sentence to the contrary, Tenant shall be made with materials of equal or better quality than responsible for the items being repaired or replacedordinary day-to-day maintenance and repairs to the exterior walls, including, but not necessarily limited to, painting, sealing, and re-pointing. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement17.03. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except Except as otherwise expressly provided in Exhibit Dthis Lease, Maintenance/Repair/Renewal/Replacement ScheduleLandlord shall have no liability to Tenant, nor shall Tenant's covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord's doing any repairs, maintenance, or changes which Landlord is required or permitted by this Lease, or required by Law, to repair, maintain, restore make in or replace to any portion of the PremisesBuilding. C. To 17.04. Tenant shall not permit or suffer the extent not otherwise addressed hereinoverloading of the floors of the Demised Premises beyond 250 pounds per square foot, the City shall, or lesser amount as may be applicable to the extent permitted by budget appropriations, repair, replace, and restore the following:any mezzanine area.

Repairs and Maintenance. A. The Organization shallExcept as provided in Paragraphs 30 and 34 herein, [DESTRUCTION AND CONDEMNATION CLAUSES] Lessee, at Lessee's cost, shall maintain the premises and every part thereof in good order, condition, and repair at all times, structural and nonstructural. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under or about the premises, (except during the removal of asbestos which will be totally removed from the premises), including through the plumbing or sanitary sewer system, and shall promptly at Lessee's expense take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the clean up of any contamination of and for the maintenance, security, and/or monitoring of the premises, the elements surrounding same, or neighboring properties that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance and/or storage tank brought on to the premises by or for Lessee, or under its sole cost control. Lessor shall not have any responsibility to maintain or repair the premises. Lessee waives the provisions of Civil Code Sections 1941 and expense maintain 1942 with respect to Lessor's obligations for tenant ability of the premises and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject Lessee's right to normal and customary wear and tear) and perform any and all make repairs and replacements required deduct the expenses of such repairs from rent. It was intended by the parties hereto that Lessor shall have no obligation in order any manner whatsoever to so repair or maintain and preserve the Premises and premises, the fixtures and appurtenances therein (excluding those specific components of improvements located thereon, or the Premises for which the City is expressly responsible under this Agreementequipment therein, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organizationnonstructural, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required which obligations are intended to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value that of all General Repair Services provided by the City. If the Organization fails to reimburse the CityLessee, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:unless

Repairs and Maintenance. A. (a) Lessee acknowledges that it has inspected the demised premises and knows the condition thereof and that said premises are in a good and tenantable condition and state of repair. The Organization shallLessor shall keep and maintain the foundation, exterior roof, exterior walls and fire sprinkler system of the building in which the demised premises are situated in good order and repair, except as to any damages done thereto by reason of any negligence, willful act or omission of Lessee, its agents, servants, employees and contractors. Lessor shall not, however, be obligated to pain such exterior nor shall Lessor be required to maintain the interior surface of exterior walls, windows, doors or plate glass. Lessor shall have no obligation to make repairs under this paragraph until a reasonable time after receipt of written notice of the need for such repairs. Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor's expense or to terminate this Lease because of Lessor's failure to keep the premises in good order, condition and repair. (b) The Lessee at its sole cost and expense shall maintain and preserve keep in good condition, order and repair all of the Premisespremises, inside and outside, except the exterior walls, roof, foundation and fire sprinkler system, including without limitation, all doors, lights, plate glass and other door and window glass, plumbing and electrical systems including junction boxes/power panel and the adjacent common area. Lessee shall also maintain any air-conditioning and heating system serving the premises, including no less than semi-annual filter servicing, such maintenance to be performed only by a licensed air-conditioning and heating service company with all such maintenance to be in full compliance with the manufacturer's requirements. Lessee shall procure and maintain at Lessee's expense an air-conditioning and heating system maintenance contract to be approved by Lessor. If Lessee fails to perform Lessee's obligations under this paragraph or under any other paragraph of this Lease, Lessor may at Lessor's option enter upon the premises after (10) days prior written notice to Lessee (except in the case of emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf and put the premises in good order, condition and repair, and the cost thereof together with interest thereon at the maximum rate then allowable by law shall be due and payable as additional rent to Lessor together with Lessee's next rental installment. On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the premises to Lessor in the same condition as exists received, ordinary wear and tear excepted, clean and free of debris. Lessee shall repair any damage to the premises occasioned by the installation or removal of its trade fixtures, furnishings and equipment. Notwithstanding anything to the contrary otherwise stated in this Lease, Lessee shall leave the air lines, junction box/power panels, electrical distribution systems, lighting fixtures, space heaters, air-conditioning, and plumbing on the effective date of this Agreement premises in good operating condition. (subject to normal and customary wear and tearc) and perform any and all repairs and replacements required in order to so Lessee, specifically, at its own cost, shall maintain and preserve keep in good condition, order and repair, the Premises and roll up doors on the fixtures and appurtenances therein (excluding those specific components premises regardless of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair cause of any nature problems with such doors, except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore if caused by Lessor or replace any portion of the PremisesLessor's agents. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLESSOR accepts full responsibility for maintenance of sewage, elevator and water inflow systems. Major repairs shall be made by the LESSOR at its sole cost own expense. Major repairs shall consist of building structure restoration, plumbing, air conditioning, and expense maintain and preserve electrical systems. Major repairs shall be understood to mean any single repair work on the Premises, items mentioned in the same condition as exists on the effective date preceding sentence involving an expenditure of this Agreement Five Thousand Pesos (subject to normal and customary wear and tear) and perform any and all P5, 000.00), or more per repair. Minor repairs and replacements required maintenance, such as fluorescent lamps, fuse replacements, etc., landscaping, gardening, shall be the LESSEE's responsibility and account. In case the LESSOR fails to make and complete the necessary repairs within fifteen (15) days from the date the malfunction or damage has been reported to the LESSOR by the LESSEE in order writing, the LESSEE shall undertake the repair with all expenses reimbursable by the LESSOR upon submission of job quotations and receipts. LESSOR to so maintain settle within thirty (30) days else to deduct from rent due. Due to the LESSEE's critical requirement of continuously operating air conditioning units, LESSOR shall grant LESSEE the permission to undertake repairs of systems and preserve subsystems affecting the Premises and air conditioning units without the fixtures and appurtenances therein (excluding those specific components necessity of informing the Premises for which LESSOR, provided that the City is expressly responsible under this Agreement, including but not limited LESSOR retains the right to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for inspect all costs and expenses incurred to perform any and all such repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary)associated documents. Further, in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) LESSEE will subject only material costs shall be subject to reimbursement by the supervision and control LESSOR at above-mentioned calculation of major or minor repairs. LESSEE will shoulder for LESSEE's own account all labor expenses for items covered by this paragraph. The LESSOR may perform necessary work on the building provided that it will not interfere or interrupt with the use of the Cityleased premises, and all repairs and replacements in which case, prior consent of the LESSEE shall be made with materials of equal or better quality than the items being repaired or replacedfirst be obtained. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. 9.1 The Organization shallCustomer shall be responsible for keeping the Equipment operational and carrying out all necessary daily running maintenance tasks and safety checks including but, at without limitation, all actions stipulated within any Customer Operation Manuals supplied with the Equipment. 9.2 The Customer shall immediately report to the Company every defect in or want of repair to the Equipment arising or becoming apparent during the Initial Term and any Extended Term and shall make the Equipment available to the Company (or its sole appointed agents) for the purpose of effecting any necessary repairs. The Customer shall be responsible for any repair costs and associated charges (such as travel time) which are not covered by the manufacturer’s warranty supplied with the Equipment. 9.3 The Customer shall not without the Company’s consent repair or service the Equipment or permit any other person so to do. This is to protect the Company’s warranties as owner of the Equipment which could otherwise be invalidated. Also the Customer shall not permit any lien for repairs to be incurred without first receiving the Company’s express written authority for such lien. Any cost incurred for such repair or service without the Company’s consent shall be the Customer’s responsibility. In the context of this clause the Customer acknowledges that such consent shall consist only of the Company’s official written order the extent of which shall be limited solely to its contents. Alterations, additions or modifications of any kind are not permitted to the Equipment. 9.4 The Customer is responsible for and expense maintain shall reimburse and preserve indemnify the PremisesCompany upon demand for all excessive wear, in loss, contamination, load spillage, deterioration and damage of whatsoever nature (fair wear and tear only excepted) to the same condition as exists Equipment. For the purpose of these conditions, the phrase fair wear and tear shall be taken to include scratches and scuffs on the effective date Equipment, and minor scratches to paintwork if the paint surface is not broken. The following will fall outside fair wear and tear - scrapes, scratches and marks to the paintwork (howsoever caused) where polishing will not restore the finish and repainting is necessary and dents or other impact damage to bodywork and any stains, contamination or corrosion resulting from the load, salt, oil, glue, chemicals or other matter which cannot be removed from the Equipment and any damage wear and tear which is excessive having regard to the age of this Agreement each Equipment. 9.5 The Customer shall be responsible for any additional charges incurred by the Company in carrying out maintenance obligations to the Equipment due to the Equipment being made available to the Company by the Customer outside reasonable working hours. Furthermore, if due to the location of the Equipment or if due to the express requirement of the Customer the Company is required to use special access equipment (subject such as, without limitation, ladders and access hoists) to normal safely service and/or maintain the Equipment, the Customer shall reimburse the Company for the cost of procuring any necessary special access equipment. 9.6 The Customer agrees to indemnify the Company against any time spent waiting by the Company’s representatives for any service, repairs and customary replacements. 9.7 Subject to the provisions of clauses 6, 7 and 9 the Company shall be responsible for comprehensive maintenance cover and effecting repairs to or servicing the Equipment due to fair wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization a. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except as otherwise expressly provided in the Lease. Prior to the execution of this Lease, ▇▇▇▇▇▇ inspected the Premises and has accepted it in its “as is” condition. It is hereby understood and agreed that no representations regarding the condition of the Premises have been made by Landlord to Tenant, except as expressly set forth in this Lease. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance. b. Landlord shall keep and maintain in good order, condition and repair, the heating units and electrical serving the Premises, foundation, exterior walls (except glass materials used in structural portions), roof and structural parts of the floor. However, in the event of any damage to any of the foregoing caused by any act of negligence of Tenant, its employees, agents, invitees, licensees or contractors, then the Landlord may, at its option, put or cause the same to be put into condition and state of repair necessary, and in such case the Tenant, on demand, shall pay the cost thereof. c. Landlord shall be responsible for general outside maintenance of the exterior of the Building. All such maintenance which is the responsibility of the Landlord shall be provided as reasonably necessary to the comfortable use and occupancy of the Premises during business hours, except Saturdays, Sundays and holidays, upon the condition that the Landlord shall not be liable for damages for failure to do so due to causes beyond its control. Landlord shall be responsible for snow removal on parking areas and walkways. d. Except as otherwise stated herein, Tenant shall, at all times during the term of the Lease, at its sole own cost and expense maintain and preserve the Premisesexpense, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve keep the Premises in good condition and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementrepair, including but not limited to Exhibit Dwindows, Maintenance/Repair/Renewal/Replacement Schedule)glass and plate glass, doors, interior walls and finish work, partitions, floors and floor coverings, plumbing work and fixtures, appliances, signs, lights, fixtures, and equipment furnished by Landlord, excepting damage by fire, or other casualty, and in compliance with all applicable governmental laws, ordinances and regulations, promptly complying with all governmental orders and directives for the correction, prevention and abatement of any violations or nuisances in or upon, or connected with, the Premises. The Organization shall also be responsible for all costs and expenses incurred In the event that Tenant fails to adequately repair or maintain the Premises, Landlord reserves the right to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to maintenance on the Premises, if and to . In the extent event that the need for Landlord performs any such repairs or replacements arises directly maintenance, Tenant shall reimburse Landlord upon demand, as Additional Rent, for any and all costs incurred by Landlord as a result of performing said repairs or indirectly from any act, omission, misuse or neglect maintenance with its next installment of Rent following submission to Tenant of an invoice thereof and reasonable documentation of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedcosts incurred. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization Subject to provisions of paragraph 15, Lessor shall keep and maintain in good order, condition and repair the structural elements of the Premises including the roof, roof membrane, paving, floor slab, foundation, exterior walls, landscaping, irrigation and elevators. Lessor shall make such repairs, replacements, alterations or improvements as Lessor deems reasonably necessary with respect to such structural elements and Lessee shall pay to Lessor, within ten (10) business days of Lessor's invoice to Lessee therefor, Lessee's pro-rata share of such repairs, replacements, alterations or improvements; provided, however, that replacement and improvement costs in excess of $5,000 per occurrence shall be amortized over the useful life of such replacements or improvements, and Lessee shall be obligated to pay, as additional rent, only the amount which coincides with the remaining term of the Lease. Notwithstanding the foregoing, if the reason for any repair, replacement, alteration or improvement is caused by Lessee or arises because of a breach of Lessee's obligations under this Lease, then Lessee shall pay 100% of the costs or expense to remedy the same. B. Except as expressly provided in Subparagraph A above, Lessee shall, at its sole cost cost, keep and expense maintain the entire Premises and preserve every part thereof, including, without limitation, the windows, window frames, plate glass, glazing, truck doors, doors, all door hardware, interior of the Premises, interior walls and partitions, and electrical, plumbing, lighting, heating, and air conditioning systems in the same condition as exists on the effective date of this Agreement (subject to normal good and customary wear sanitary order, condition, and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be repair subject to the supervision limitations set forth in Section 11A above. Lessee shall, at all times during the Lease term and control at his expense, have in effect a service contract for the maintenance of the Cityheating, ventilating, and all repairs air-conditioning (HVAC) equipment with an HVAC repair and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time maintenance contractor approved by Lessor which provides for periodic inspection and servicing at least once every three (3) months during the term hereof. Lessee shall further provide Lessor with a copy of such contract and all periodic service reports. Should Lessee fail to maintain the AgreementPremises or make repairs required of Lessee hereunder forthwith upon notice from Lessor, City may electLessor, in its sole discretion addition to all other remedies available hereunder or by law, and by delivery of written notice to without waiving any alternative remedies, may make the Organizationsame, to perform on behalf of the Organizationand in that event, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization Lessee shall reimburse the City Lessor as additional rent for the cost of such maintenance or value repairs on the next date upon which rent becomes due. Lessee hereby expressly waives the provision of Subsection 1 of Section 1932, and Sections 1941 and 1942 of the Civil Code of California and all General Repair Services provided by rights to make repairs at the City. If the Organization fails to reimburse the Cityexpense of Lessor, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion Section 942 of the Premisessaid Civil Code. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shall(i) Lessor: Lessor shall comply with all applicable building and housing codes affecting health and safety, at its sole cost and expense maintain repair, maintain, and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve otherwise keep the Premises in a fit and the fixtures and appurtenances therein (excluding those specific habitable condition. Lessor shall keep in good repair all structural components of the Premises for which building and grounds including the City is expressly responsible under this Agreementroof, exterior and interior walls, floors and ceilings of the Premises. Lessor shall keep in good repair all of the Premises’ operating systems, including but not limited to Exhibit Delectrical, Maintenance/Repair/Renewal/Replacement Scheduleheating, ventilation, sanitary, and plumbing systems (including the supply of hot and cold water). The Organization shall also be responsible for all costs and expenses incurred If Lessor fails to comply with the above requirements of this paragraph, Tenant terminate this Lease immediately or may provide written notice of its intent to self-perform any specified repairs or maintenance (including a reasonable deadline for Lessor to cure all outstanding issues). If ▇▇▇▇▇▇ refuses to cure all outstanding issues by the written deadline, Tenant may terminate this lease immediately or may self-perform any specified repairs or maintenance, and all deduct Tenant's itemized costs of specified repairs and replacements (whether structural or nonmaintenance from any future rent payments or any of Tenant’s other future payment obligations under this Lease. Tenant's self-structural; interior performance of any specified repairs or exterior; and ordinary or extraordinary)maintenance, in and including the deduction from future rent payments, shall not permit Lessor to terminate this Lease without other good-faith reasons for termination. Lessor shall make any repairs it deems necessary to the structure of the Premises, if and to except for repairs made necessary by the extent that the need for such repairs action or replacements arises directly or indirectly from any actinaction of Tenant, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractorscustomers or invitees. Lessor shall maintain and make necessary repairs to wiring, mains, pipes, conduits and other means of distributing services, including utility services such as electricity, gas, water, and sewer, in and through the Premises, provided that such maintenance or repair was not necessitated by the acts of Tenant, Tenant's employees, agents, guests, and/or inviteesinvitees or customers, but specifically including within Lessor's obligation such maintenance or repairs as are necessitated by reasonable wear and tear, and provided that such maintenance or repair shall not interfere with Tenant's possession of the Premises or operation of Tenant's business. All repairs Notwithstanding the foregoing or replacements required under any other provision of this Article XI(A) Lease, it is expressly understood and agreed that Lessor shall not be liable to Tenant for any loss of business or other loss or damage caused by the damage or destruction of the Premises, including without limitation any damage resulting from failures of the structure, utilities, wiring, piping, or other infrastructure, fixtures or improvements on the Premises, which are not knowingly caused or permitted by Lessor. Tenant shall be subject responsible for obtaining sufficient (ii) Tenant: Tenant, at its own expense, shall repair any damage or injuries caused by Tenant, its customers, members, invitees, agents or employees, with the exception of reasonable wear and tear from Tenant’s use of the property for government business. Tenant agrees that it will, at its expense, repair any damage caused to the supervision and control Premises by reason of the Cityremoval of its trade fixtures, equipment and all repairs and replacements shall be made with materials other personal property. Tenant may also undertake, at its own expense, any other types of equal minor repair or better quality than minor maintenance to the items being repaired or replaced. B. Notwithstanding the abovePremises that do not exceed $1,000.00 in total cost(s), from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written upon reasonable notice to the OrganizationLessor and ▇▇▇▇▇▇’s written consent. If at the conclusion of this Lease or any extension thereof, Lessor is of the opinion that Tenant is not leaving the Premises in the same condition as it was received, reasonable normal wear and tear excepted, then Lessor and Tenant shall attempt to confer in good faith to agree in any costs incurred by ▇▇▇▇▇▇, prior to either party seeking any other remedies under this Lease. Tenant shall make all repairs to the interior Premises, including: (1) changing the heating filters which is recommended every 30-60 days; and (2) systems inside the Premises as may be necessary to keep the same in as good a condition as when received, normal wear and tear accepted, other than repairs which Lessor undertakes to perform on behalf under applicable provisions of the Organization, all or some portion Section 7 of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesLease. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLessee is responsible for all maintenance, at its sole cost repair, replacement, and expense maintain and preserve refurbishment of the Premises, in and other improvements thereon, whether owned by Lessor or Lessee, except for the same condition as exists on the effective date of this Agreement (subject centralized systems, which are Lessor’s responsibility unless damaged due to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this AgreementLessee’s negligence, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred failure to perform any its repair and all repairs maintenance responsibilities, improper performance of repair and replacements (whether structural maintenance responsibilities, or non-structural; interior or exterior; and ordinary or extraordinary), in and to misuse of the Premises, if and in that case Lessee will be assessed for the damage caused by Lessee. Lessor at its option may enter into a third-party maintenance contract for Lessor provided equipment, for which Lessee will reimburse Lessor its share of those costs. Lessor will also maintain the Common Areas, as more particularly described in Sections 4.7.1 and 4.7.2 above. Lessor has no other maintenance obligations to Lessee. If work performed by Lessor is required due to the extent that negligence, neglect, or misconduct of Lessee, Lessee will promptly reimburse Lessor the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect cost of the Organization and/or its officerswork, employees, agents, contractors, guests, and/or inviteesplus interest thereon at the Delinquency Rate from the date the expense was incurred by Lessor until reimbursed by Lessee. All repairs or replacements required under this Article XI(A) shall be subject to the supervision Other than routine and control of the City, and all customary repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred Lessee acknowledges that Lessee does not have the right to as “General Repair Services”) in and make any alterations to the Premises required without the prior written consent of Lessor, which consent will not be unreasonably withheld. Lessee will keep the Premises in good repair and clean condition, free and clear of accumulation of rubbish, debris, scrap materials, and litter. Lessee will ensure that no Hazardous Substance release occurs on the Premises at any time, as more particularly described in Section 11.1.6. Lessee will commit no waste on the Premises or in the Common Areas, and Lessee will not permit any employee, supplier, shipper, customer, contractor or invitee to be performed by commit waste on the Organization under this AgreementPremises or in the Common Areas. The Organization Premises shall reimburse the City for the cost or value at all times be free of all General Repair Services provided by the Citymold, mildew and pests. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein Lessee shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, attach anything to the extent permitted by budget appropriations, repair, replace, and restore the following:Premises walls without prior written consent of Lessor.

Repairs and Maintenance. A. The Organization Lessee agrees to accept the demised premises in the physical order and condition existing on the date of commencement of the term of this Lease and Lessee shall, except as specified in Sections 39 and 40 below, throughout the term hereof, at Lessee's sole expense, make all necessary or appropriate repairs, replacements and renewals, interior and exterior, structural and non-structural, foreseen and unforeseen, ordinary and extraordinary, required to keep and maintain the demised premises and all systems, equipment and apparatus appurtenant thereto, or used in connection therewith, including the loading docks, dock area and related equipment, in good order and condition, with the express exception of the roof, exterior support walls, load bearing walls and buried pipes which shall be the sole responsibility of Lessor, and Lessee shall return the demised premises to Lessor in such good order and condition at the expiration of this Lease, ordinary wear and tear not caused by the negligence of Lessee, or those employed or acting for Lessee, alone excepted. Any repairs, replacements and renewals and/or labor or materials performed and/or furnished in, on or about the demised premises shall be performed or furnished in strict compliance with all applicable laws, regulations, ordinances and requirements of all duly constituted municipal authorities or other governmental bodies having jurisdiction, and the requirements of any Board of Fire Underwriters having jurisdiction. Lessee at its sole cost and expense maintain and preserve the Premisesexpense, shall be responsible for its snow removal, unless Lessee shall choose to use Lessor's snow removal contractor, in which case Lessee shall pay forty-three percent (43%) of the same condition as exists on cost of all snow removal for the effective date Property. 38 HVAC MAINTENANCE Lessee shall be responsible to keep the heating, ventilation and air-conditioning system presently in the demised premises in good operating order, and Lessee agrees to take out and maintain in full force and effect, throughout the term of this Agreement Lease and any extension or renewal thereof, a standard maintenance contract for said HVAC system, providing a minimum of two (subject to normal 2) inspections per year, at its own cost and customary wear and tear) and perform any expense. Any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components and/or maintenance requirements for said HVAC system not included as part of the Premises for which standard maintenance contract shall be the City is expressly responsible under this Agreementresponsibility of Lessor. If, including but not limited to Exhibit Dhowever, Maintenance/Repair/Renewal/Replacement Schedule). The Organization Lessee installs any additional HVAC equipment in the demised premises, Lessee shall also be solely responsible for the maintenance, repair and replacement of such additional equipment, which shall be Lessee's property and may be removed by Lessee at the termination of this Lease, provided that Lessee repairs all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and damage incident to the Premises, if installation and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect removal of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedsame. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization shallLESSOR, at its sole cost and expense maintain in return for the RENT paid by LESSEE pursuant to this LEASE, shall maintain, repair and preserve provide the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components continuous upkeep of the Premises for which exterior of the City is expressly responsible under this Agreementbuilding(s), all internal building systems, including but not limited to, electrical, lighting, plumbing, heating, ventilation equipment, air conditioning, elevators, escalators, and/or lifts, and as more specifically stated in Exhibit “B”. LESSEE shall maintain the interior of the PREMISES in good repair, and in at least as good condition as that in which the PREMISES was delivered, allowing for ordinary wear and tear. LESSEE shall give to Exhibit DLESSOR prompt notice (within forty-eight (48) hours of when a problem came to the attention of its management) of any damage or any defects in the doors, Maintenance/Repair/Renewal/Replacement Schedule)frames, windows, window frames, wood or other trim, carpeting, glass, water pipes and plumbing fixtures, electric fixates including lights and switches or heating and air condition in the PREMISES. The Organization Such damage and defects shall also be remedied by LESSOR with due diligence. Costs resulting from damage to or malfunction of the aforementioned items caused by LESSEE, its agents, servants, employees, independent contractors, or invitees, shall be the obligation of the LESSEE. As for any other repairs, excluding preventive maintenance, the LESSOR reserves the right to charge the LESSEE the first twenty-five ($25) dollars, and the LESSOR shall pay the balance thereof. LESSEE shall not at any time, permit garbage, refuse, packing cases or cartons, cleaning supplies or equipment, to be placed outside the PREMISES except in locations approved by and/or installed by LESSOR. LESSOR shall at its own expense keep the exterior walls and roof of the building in good repair, and shall be responsible for all costs maintaining and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and repairing the common areas to the Premises, if building and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision sidewalks and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedparking lot appurtenant thereto. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization 10.01 Tenant shall, at all times during the Term, at its sole cost and expense expense, maintain the Demised Premises in good first class order and preserve shall provide all cleaning and janitorial service to the Demised Premises, in including among other things the cleaning of exterior windows, necessary to maintain the same condition as exists on in such first class order. Tenant, at Tenant's sole cost and expense, shall make all necessary repairs to the effective date Demised Premises, of this Agreement (subject whatever nature other than structural repairs referred to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementbelow, including but not limited to Exhibit Dinterior and exterior, Maintenance/Repair/Renewal/Replacement Schedule)extraordinary as well as ordinary, foreseen or unforeseen, and will keep all improvements and the fixtures, machinery and equipment located in or on the Demised Premises, or servicing the same and every part thereof in good first class order and repair. The Organization Tenant shall also be solely responsible for all costs the maintenance, repair and/or replacement of any computer, communications, plumbing fixtures, heating, ventilating and expenses incurred air conditioning units and similar equipment installed by Tenant or at its request, whether or not located in the Demised Premises. Landlord shall have no duty whatsoever to perform make any repairs to the Demised Premises, or to the fixtures, machinery and all equipment located thereon or serving the same, during the Term of this Lease or any Option Term thereof. Landlord shall make structural repairs to the Building and replacements the Demised Premises which in its reasonable judgement are necessary, and the same shall be added to Landlord's Costs of Operation. If any part of the Demised Premises shall be damaged solely by the negligence of the Landlord, its agents or employees, then Landlord shall repair such damage at its sole cost and expense. 10.02 In the event Tenant defaults in making any repairs to, or maintenance of, the Demised Premises and, at its option, Landlord elects to make such repairs (whether structural or non-structural; interior or exterior; at the expense of Tenant and ordinary or extraordinarysubject to any other terms of this Lease) during Tenant's continued occupancy of the Demised Premises (which election shall not waive any other rights Landlord may have hereunder, including, but not limited to, the right of eviction), in Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to Tenant's business arising from Landlord making said repairs. Tenant shall pay to Landlord, immediately upon demand, and to as Additional Rent, the Premises, if and to the extent that the need for such cost of any repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect maintenance performed by Landlord which are the responsibility of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required Tenant under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, Lease. Nothing contained in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein paragraph shall be construed to obligate the City impose upon Landlord any duty to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premisesmitigate damages which might be incurred by it. C. To 10.03 When used in this Lease the extent not otherwise addressed hereinterm "repair" shall be deemed to include restoration and replacement as may be necessary to achieve and/or maintain good working order and condition consistent with comparable buildings in the Mount Kisco, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:New York area.

Repairs and Maintenance. A. The Organization shallThis Lease is a gross lease and that, except as expressly provided in this Lease, Landlord at its sole cost and expense maintain shall be responsible for ensuring that the Premises comply with all applicable laws, statutes, ordinances, rules and preserve regulations and for all general and capital maintenance, repair and replacement of the Building, and Premises and all portions thereof. Without limiting the foregoing, Landlord, at its own expense, shall keep the Building and the Premises, including without limitation all parking areas, the roof, foundation, exterior and interior walls, common areas, structural elements and components, Building systems, and all sewer and utility lines serving the Building in the same condition as exists on the effective date of this Agreement (subject to normal good order and customary wear and tear) repair and perform any and all make such repairs and replacements replacement as shall be required in order to so maintain and preserve keep the Premises and the fixtures Building in good condition and appurtenances therein (excluding those specific components repair. At the expiration or other termination of this Lease, Tenant shall surrender the Building and the Premises for in as good condition as when received, loss by fire or other casualty or ordinary wear and tear, changes contemplated or permitted by this Lease or by Landlord and items which Landlord is required to maintain, repair and replace excepted. Tenant shall give Landlord notice of any maintenance, repair or replacement which Tenant becomes aware, after which Landlord shall promptly commence and diligently complete such maintenance, repairs or replacement within a reasonable period of time. Tenant shall have the City is expressly responsible under this Agreement, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred right to perform any and all required maintenance, repairs and replacements (whether structural if Landlord fails to promptly commence and complete the same or non-structural; interior if that Tenant has obtained Landlord's prior written approval, which approval shall not be unreasonably withheld or exterior; delayed. In the event Tenant is permitted to and ordinary performs any such work, Tenant shall be entitled, at Tenant's option, to offset all or extraordinary), in and to part of the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly cost from any act, omission, misuse Rent or neglect other payments and/or require Landlord to pay Tenant for all or part of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replacedcost thereof upon demand. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. (a) Lessor represents and warrants for the duration of the lease term that the premises will be in good working order and repair and that it will maintain all equipment in good operating condition. Lessee accepts the property in an "AS IS" condition upon assuming possession of the premises subject to Article 2 above. Lessor will correct all construction defects, whether structural or not. In addition, Lessor will make all necessary structural repairs throughout the term of this lease. The Organization shallstructural items for which Lessor shall be responsible including but not li mited to the roof, at exterior walls and doors, the bearing walls the support beams, the columns, the concrete floor slabs, exterior walkways and parking lots and the plumbing system, except those damages that are caused by the Lessee's willful or negligent acts. Lessee agrees to give prompt notice to Lessor of any defects or other hazardous conditions required to be repaired or remedied by Lessor. If the repairs required to be made by Lessor or Lessee are not completed within a reasonable time after request for such repair by the other party, Lessor or Lessee as the case may be, shall have the option to make such repairs after first giving the other party ten (10) calendar days notice of its sole cost intention to do so, and expense any amounts expended by virtue thereof shall be added to or subtracted from the next month's rent in the full amount of the expenditures. (b) Lessor, during the term of this lease shall maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and repair when needed all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementmechanical equipment (HVAC system), including but not limited to Exhibit Dheating and air-conditioning units, Maintenance/Repair/Renewal/Replacement Schedule)plumbing system and electrical system, and shall provide for regular routine maintenance, changing of filters and lubricating of the HVAC system as recommended by the manufacturer or service provider, but not less than quarterly. (c) Lessor shall keep the premises free and clear of rodents, bugs, and vermin. (d) Lessee shall keep the premises and adjacent common areas orderly, neat, clean, and free from rubbish and trash at all times and permit no refuse to accumulate around the exterior of premises. The Organization Trash shall also be responsible stored in a sanitary and inoffensive manner inside the premises or in screened areas approved by Lessor. (e) Lessee further agrees to pay to Lessor as additional rent, all sums due for all costs repairs made to the demised premises, replacing of glass windows, doors, partitions, electric wiring and expenses incurred to perform any electric lamps, etc., the keeping of waste and all drain pipes open and repairs and replacements (whether structural to wash basins and plumbing, heating and air-conditioning apparatus, which are necessitated by or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time during the term of the Agreement, City may elect, in its sole discretion and by delivery of written notice to the Organization, to perform on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed caused by the Organization under this Agreement. The Organization shall reimburse the City for the cost willful or value negligent acts of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the PremisesLessee. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following:

Repairs and Maintenance. A. The Organization 18.1 Tenant shall, at its sole own cost and expense expense, keep and maintain and preserve the Premises, in the same condition as exists on the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components of the Premises for which the City is expressly responsible under this Agreementincluding, including but not limited to Exhibit Dto, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs the parking areas, the heating, ventilating and expenses incurred to perform any air conditioning systems and all repairs the sprinkler system in a first-class manner consistent with other buildings of the same use and replacements (whether structural or non-structural; interior or exterior; class and ordinary or extraordinary), in and to located within the vicinity of the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the City, and all repairs and replacements shall be made with materials of in quality and class at least equal or better quality than to the items being repaired or replaced. B. Notwithstanding the aboveoriginal work. Landlord shall assign to Tenant all warranties and guaranties, from time if any, pertaining to time during the term any component of the Agreement, City may elect, in its sole discretion and by delivery of written notice Premises which is Tenant's responsibility to maintain pursuant to the Organizationterms hereof. Tenant shall, to perform at its own cost and expense, maintain and provide for regular lawn and general landscape maintenance and parking and driveway repairs on behalf of the Organization, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization shall reimburse the City for the cost or value of all General Repair Services provided by the City. If the Organization fails to reimburse the City, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion of the Premises. C. To the extent not otherwise addressed herein1. With respect to any capital repair, the City shalltime periods provided for any Landlord approval or consent set forth in the sections and articles of Exhibit B referred to above shall be ten (10) business days, rather than the time periods set forth in said sections and articles. At any time prior to Landlord approving any Capital Repair, Landlord shall have the right to elect to perform such Capital Repair pursuant to the extent permitted Construction Documents or pursuant to plans and specifications and contracts mutually agreed to by budget appropriationsLandlord and Tenant. If Landlord does not elect to perform the Capital Repair, repairLandlord shall reimburse Tenant for the cost actually paid by Tenant in performing the Capital repair within thirty (30) days after receipt of the following documents (the "Reimbursement Documents"). (a) invoices from the general contractor and all subcontractors indicating that such invoices have been paid in full; (b) a statement from the general contractor indicating that all amounts payable to the general contractor under the general contract have been paid in full and all subcontractors performing work with respect to the Capital Repair has been paid in full; (c) lien waivers from the general contractor and each subcontractor performing the Capital Repair; and (d) if there are plans and specifications for such Capital Improvement, replacea certificate from a licensed architect providing that the Capital Repair has been performed in accordance with the plans and specifications approved by Landlord. In no event shall Landlord have an obligation to reimburse Tenant for the costs of performing a Capital Repair if Tenant is then in Default under this Lease or if tenant has been in Default of any of its obligations under this Lease more than four (4) times in the twelve (12) month period immediately prior to the date Tenant delivers to Landlord the Reimbursement Documents. Any amounts paid to Landlord in connection with a Capital Repair (whether or not Landlord made the Capital Repair or reimbursed Tenant for the costs of a Capital Repair) shall not be credited against the Tenant Improvement Allowance). If Landlord reimburses Tenant for a Capital Improvement as provided above or if Landlord performs any Capital Improvement on behalf of Tenant, and restore Tenant shall pay Landlord, as Additional rent on a monthly basis together with payments of Basic rent, the following: (a) for a repair which is not a replacement of any component of the Building, Tenant shall pay the annual amortized cost of the Capital Improvement amortized over the shorter of (i) the remaining useful life of the asset as determined in accordance with generally accepted accounting principles, and (ii) the remaining Term of this Lease, including any renewal options which have not been exercised (or, if all renewal options have been exercised, for the purposes of this Section 18.1 only, Tenant shall be deemed to have one renewal option of 5 years), but in no event more than ten (10) years; and (b) for a replacement of any component of the Building, as compared to a repair thereof, Tenant shall pay the annual amortized cost of the Capital Improvement amortized over the longer of (i) the remaining useful life of the asset as determined in accordance with generally accepted accounting principles, and (ii) the remaining Term of this Lease, including any renewal options which have not been exercised (or, if all renewal options have been exercised, for purposes of this Section 18.1 only, Tenant shall be deemed to have one renewal option of 10 years). 18.2 Landlord shall, at its own cost and expense, maintain the structural portions of the Premises, consisting of the roof, foundation and footings, exterior and load bearing walls, load bearing cables and floors, and shall in a reasonable manner repair or replace same as the need shall arise unless due to the intentional acts or negligence of the Tenant, its agents, servants, employees or invitees, in which case Tenant shall be responsible for such repairs. Landlord shall have no obligation to maintain or repair any other aspects of the premises, such responsibility being Tenant's pursuant to Section 18.1 hereof.

Repairs and Maintenance. A. The Organization Subject to provisions of paragraph 15, Lessor shall keep and maintain in good order, condition and repair the structural elements of the Premises including the roof, roof membrane, paving, floor slab, foundation, exterior walls, landscaping, irrigation and elevators. Lessor shall make such repairs, replacements, alterations or improvements as Lessor deems reasonably necessary with respect to such structural elements and Lessee shall pay to Lessor, within ten (10) business days of Lessor's invoice to Lessee therefor, Lessee's pro-rata share of such repairs, replacements, alterations or improvements; provided, however, that replacement and improvement costs shall be amortized over the useful life of such replacements or improvements, and Lessee shall be obligated to pay, as additional rent, only the amount which coincides with the remaining term of the Lease. Notwithstanding the foregoing, if the reason for any repair, replacement, alteration or improvement is caused by Lessee or arises because of a breach of Lessee's obligations under this Lease, then Lessee shall pay 100% of the costs or expense to remedy the same. B. Except as expressly provided in Subparagraph A above, Lessee shall, at its sole cost cost, keep and expense maintain the entire Premises and preserve every part thereof, including, without limitation, the windows, window frames, plate glass, glazing, truck doors, doors, all door hardware, interior of the Premises, interior walls and partitions, and electrical, plumbing, lighting, heating, and air conditioning systems in good and sanitary order, condition, and repair. Lessee shall, at all times during the same condition as exists on Lease term and at his expense, have in effect a service contract for the effective date of this Agreement (subject to normal and customary wear and tear) and perform any and all repairs and replacements required in order to so maintain and preserve the Premises and the fixtures and appurtenances therein (excluding those specific components maintenance of the Premises for which the City is expressly responsible under this Agreementheating, including but not limited to Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule). The Organization shall also be responsible for all costs and expenses incurred to perform any and all repairs and replacements (whether structural or non-structural; interior or exterior; and ordinary or extraordinary), in and to the Premises, if and to the extent that the need for such repairs or replacements arises directly or indirectly from any act, omission, misuse or neglect of the Organization and/or its officers, employees, agents, contractors, guests, and/or invitees. All repairs or replacements required under this Article XI(A) shall be subject to the supervision and control of the Cityventilating, and all repairs air-conditioning (HVAC) equipment with an HVAC repair and replacements shall be made with materials of equal or better quality than the items being repaired or replaced. B. Notwithstanding the above, from time to time maintenance contractor approved by Lessor which provides for periodic inspection and servicing at least once every three (3) months during the term hereof. Lessee shall further provide Lessor with a copy of such contract and all periodic service reports. Should Lessee fail to maintain the AgreementPremises or make repairs required of Lessee hereunder forthwith upon notice from Lessor, City may electLessor, in its sole discretion addition to all other remedies available hereunder or by law, and by delivery of written notice to without waiving any alternative remedies, may make the Organizationsame, to perform on behalf of the Organizationand in that event, all or some portion of the repairs, maintenance, restoration and replacement (collectively referred to as “General Repair Services”) in and to the Premises required to be performed by the Organization under this Agreement. The Organization Lessee shall reimburse the City Lessor as additional rent for the cost of such maintenance or value repairs on the next date upon which rent becomes due. Lessee hereby expressly waives the provision of Subsection 1 of Section 1932, and Sections 1941 and 1942 of the Civil Code of California and all General Repair Services provided by rights to make repairs at the City. If the Organization fails to reimburse the Cityexpense of Lessor, the City may set-off such repair cost from compensation owed to Organization under this Agreement. Unless and until the City affirmatively elects to provide General Repair Services, nothing contained herein shall be construed to obligate the City to perform any General Repair Services or any repair of any nature except as otherwise expressly provided in Exhibit D, Maintenance/Repair/Renewal/Replacement Schedule, to repair, maintain, restore or replace any portion Section 942 of the Premisessaid Civil Code. C. To the extent not otherwise addressed herein, the City shall, to the extent permitted by budget appropriations, repair, replace, and restore the following: