Common use of Repairs and Maintenance Clause in Contracts

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 23, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 3 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 3 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 23, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 3 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 23. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulwillful misconduct of Landlord, its agents, employees, or contractors. Tenant shall keep its sewers and drains open and clear to the perimeter of the Premises, and shall keep the hallways and/or sidewalks and common areas adjacent to the Premises clean and free of debris created by Tenant. Tenant shall reimburse Landlord on demand for the cost of damage to the Premises, Building 3 or Landlord's Parcels caused by Tenant or its employees, agents, customers, suppliers, shippers, contractors, or invitees which is in excess of any proceeds received by Landlord from the insurance for Building 3 maintained by Landlord pursuant to Section 14.2. If Tenant shall fail to comply with the foregoing requirements within ten (10) days after notice from Landlord, Landlord may (but shall not be obligated to) effect such maintenance and repair, and the cost thereof together with interest thereon at the Interest Rate (defined below) shall be due and payable as Additional Rent to Landlord within thirty (30) days following receipt of Landlord's written statement of such costs. See Addendum A-9.3. 9.4 Tenant in keeping the Premises in good order, condition, and repair shall exercise and perform good maintenance practices including obtaining, at its expense, a contract for the repair and maintenance of the air conditioning and heating system, if any, exclusively serving the Premises and provide Landlord with a copy of said contract within thirty (30) days after Tenant takes possession of the Premises. The contract shall be for the benefit of Landlord and Tenant and in a form and placed with a licensed contractor satisfactory to Landlord. Tenant obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair, except to the extent of Landlord's obligations expressly set forth in this Lease. 9.5 Tenant shall not make any exterior or structural alterations, changes or improvements in or to Building 3 or material modifications to any of the Base Building operating systems without first obtaining Landlord's prior written consent (which may be withheld by Landlord in its sole discretion as to exterior alterations, and which shall not be unreasonably withheld or delayed with respect to structural or Base Building system modifications), and all of the same shall be at Tenant's sole cost. Landlord's consent shall not be required for any interior cosmetic alterations or alterations not affecting Base Building exterior, structure or systems as referenced above, or for any alterations, changes, replacements or improvements to any interior nonstructural Special Tenant Improvements or any other elements of Tenant's Work; provided that Tenant shall obtain required permits and comply with all other Legal Requirements and all requirements of Article 8 and Exhibit C regarding construction by Tenant and shall notify Landlord not less than ten (10) days prior to commencing any such alterations to give Landlord an opportunity to post a notice of non-responsibility. Landlord may impose as a condition of its consent (when required) such requirements as Landlord, in its reasonable discretion, may deem necessary, including but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord, and that good and sufficient plans and specifications be submitted to Landlord at such times as its consent is requested. Further, Landlord's consent to any alteration which Tenant proposes to make after the Commencement Date shall designate by written notice to Tenant any of the alterations, additions and improvements (collectively, "ALTERATIONS") which Landlord will require Tenant to remove at the expiration or termination of the Lease and those Alterations (if any) which Tenant is not permitted to remove. If Landlord so designates, Tenant shall prior to the expiration of the Term promptly remove the Alterations designated to be removed and repair all damage caused by such removal at its cost and with all due diligence, and shall surrender the Premises with all Alterations which Tenant is required to leave. Unless Landlord designates as a condition to granting its consent to any Alterations that removal by Tenant is required or prohibited, Tenant shall have the right, but not the obligation to remove from the Premises the Alterations for which consent was obtained so long as Tenant promptly repairs any damage resulting from such removal. Except as otherwise expressly provided herein, all Alterations made by Tenant (specifically excluding Tenant's furniture, trade fixtures and equipment) shall become the property of Landlord and a part of the realty and shall be surrendered to Landlord upon the expiration or sooner termination of the Term hereof. See Addendum A-9.5.

Repairs and Maintenance. 9.1 Landlorda. 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 expenseexpense 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 responsible for deemed to be fixtures on the repair, maintenance and, if necessary, replacement Premises and Property and shall absolutely belong to the Landlord. To the extent that any such improvement requires the transfer to the Landlord by any instrument (including ▇▇▇▇ of sale or deed) then the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of execute any such repairs document so as to evidence the Tenant’s intent to transfer any such interest to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only Landlord. In addition to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by other rights and remedies available to Landlord pursuant to Section 14.2. 9.2 Subject this Lease, if Tenant fails to reimbursement by Tenant as provided in perform Tenant’s obligations under this Article 10 hereof10, 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 keep and maintain in good repair (including replacement as necessarybe required), the roof covering perform such obligations on Tenant’s behalf, and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving put the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylightsat Tenant’s expense. Notwithstanding the foregoing, in the event Tenant shall not commences any repair or maintenance as required hereunder during said 45-day period, but is unable to complete the same using commercially reasonable efforts, Tenant will be required permitted to make any complete such repairs to repair or maintenance so long as Tenant is diligently pursuing completion of the extent occasioned by the negligent act or omission or willfulsame.

Repairs and Maintenance. 9.1 LandlordTenant acknowledges that, with full awareness of its obligations under this Lease, and in light of the fact that Landlord acquired the Premises from Tenant (or an affiliate of Tenant) as of the Commencement Date, Tenant has accepted the condition, state of repair and appearance of the Premises. Except for normal wear and tear and events of damage, destruction or casualty to the Premises (as addressed in Section 18 below), Tenant agrees that, at its sole cost expense and expensethroughout the Term, it shall be responsible for the repairput, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain the Premises, including any Alterations and any altered, rebuilt, additional or substituted building, structures and other improvements thereto or thereon, in good order, condition, repair and appearance (including replacement as necessaryallowing for normal wear and tear), and in a safe condition, repair and appearance (collectively, the roof covering “Required Condition”) and shall make all repairs and replacements necessary to ensure compliance with the exterior surfaces Required Condition. Without limiting the foregoing, Tenant shall promptly make all structural and nonstructural, foreseen and unforeseen, ordinary and extraordinary changes, replacements and repairs of every kind and nature, and correct any patent or latent defects in the exterior walls Premises, which may be required to put, keep and window frames maintain the Premises in the Required Condition. Tenant will keep the Premises orderly and free and clear of Building 2 rubbish. Tenant covenants to perform or observe all terms, covenants and conditions of any easement, restriction, covenant, declaration or maintenance covenants of record (exclusive of doorscollectively, door frames“Easements”) to which the Premises are currently subject or become subject pursuant to this Lease (it being agreed that Landlord shall not amend any Easement or agree to any additional Easement in any manner that will either limit, door checks and other entrances and windowsin any adverse respect, Tenant’s rights under this Lease or impose any new or increased burden, economic or otherwise, on Tenant, without Tenant’s prior written consent, which consent may be withheld in Tenant’s sole, but reasonable, discretion), whether or not such performance is required of Landlord under such Easements, including, without limitation, payment of all Outdoor Areas amounts due from Landlord or Tenant (defined in Section 10.1whether as assessments, service fees or other charges) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2under such Easements. Tenant shall give deliver to Landlord prompt promptly, but in no event later than five (5) business days after receipt thereof, copies of all written notice notices received from any party thereto regarding the non-compliance of any damage to the Premises requiring repair by or Landlord. 9.3 Except to the extent ’s or Tenant’s performance of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, under any Easements. Tenant shall, at its expense, keep and maintain use reasonable efforts to enforce compliance with any Easements benefiting the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment by any other person or facilities specifically serving the Premises, entity or property subject to such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylightsEasements. Notwithstanding the foregoing, Tenant Landlord shall not be required to maintain, repair or rebuild, or to make any such repairs alterations, replacements or renewals of any nature to the Premises, or any part thereof, whether ordinary or extraordinary, structural or nonstructural, foreseen or not foreseen, or to maintain the Premises or any part thereof in any way or to correct any patent or latent defect therein except to the extent occasioned such action is necessitated by Landlord’s or Agent’s negligence or willful misconduct or by actions taken by or on behalf of Landlord in connection with Landlord’s inspection of the negligent act Premises prior to Landlord’s acquisition of title thereto. Tenant hereby expressly waives any right to make repairs at the expense of Landlord which may be provided for in any Law in effect at the Commencement Date or omission or willfulthat may thereafter be enacted. If Tenant shall abandon the Premises, it shall give Landlord immediate written notice thereof.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep throughout the Term, keep, maintain and maintain the Premises and every part thereof preserve, in good order, condition and repair, includingthe Premises and the fixtures and appurtenances therein. Tenant’s obligations hereunder shall include, without limiting but not be limited to, the generality maintenance, repair and replacement, if necessary, of all heating, ventilation, air conditioning (“HVAC”) servicing the Premises, lighting and plumbing fixtures and equipment, fixtures, motors and machinery, all interior walls, partitions, doors and windows, including the regular painting thereof, all exterior entrances, windows, doors and docks and the replacement of all broken glass. Throughout the Term, Tenant shall maintain, at its own expense, an HVAC maintenance contract that is reasonably acceptable to Landlord. Notwithstanding anything herein to the contrary, in the event that any HVAC unit(s) or any major component of the HVAC unit(s) (i.e., the air-handler, compressor, coil or condenser) serving the Premises requires replacement (rather than repair), as reasonably determined by Landlord, during the Term of the Lease, then Landlord, not Tenant, shall replace the HVAC unit(s) or applicable component of any such HVAC unit(s) at Landlord’s sole cost and expense; provided, however, that in the event any such replacement is necessary due to (a) the negligence or misconduct of Tenant or the Tenant’s Parties, or (b) Tenant’s failure to repair and maintain the HVAC unit(s) or the misuse of the Premises by Tenant or the Tenant’s Parties, then Tenant, and not Landlord, shall be solely responsible for the total cost of any such replacement of the applicable HVAC unit(s) or major component thereof and Tenant shall pay such amount to Landlord, as Additional Rent under the Lease, within ten (10) days after the delivery to Tenant of written demand, together with supporting invoices, therefor. Landlord shall repair, replace and restore the Common Areas and the foundation, exterior and interior load-bearing walls, roof structure and roof covering and tuckpointing of the Building and the cost of all such matters performed by Landlord shall constitute Operating Expenses. Notwithstanding any of the foregoing, however, from time to time during the Term, Landlord may elect, in its sole discretion following Tenant’s failure to cure following delivery of written notice to Tenant, to perform on behalf of Tenant, all equipment or facilities specifically serving some portion of the repairs, maintenance, restoration and replacement in and to the Premises required to be performed by Tenant under this Lease (any such repairs, maintenance, restoration and/or replacement activities that Landlord elects to perform on behalf of Tenant are herein collectively referred to as “General Maintenance Services”). Tenant shall reimburse Landlord for the cost or value of all General Maintenance Services provided by Landlord as Additional Rent. Unless and until Landlord affirmatively elects to provide General Maintenance Services, nothing contained herein shall be construed to obligate Landlord to perform any General Maintenance Services or, except as otherwise expressly provided in this Section 14, to repair, maintain, restore or replace any portion of the Premises. Landlord may from time to time, such as plumbingin its sole discretion, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired (a) reduce or unfired pressure vessels, fire hose connections if within expand the Premises, fixtures, interior walls, interior surfaces scope of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required General Maintenance Services that Landlord has elected to make provide or (b) revoke its election to provide any such repairs to or all of the extent occasioned by the negligent act or omission or willfulGeneral Maintenance Services.

Repairs and Maintenance. 9.1 Landlord(a) Tenant shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair by executing an “acceptance of the premises” letter, which shall be executed prior to possession, as attached hereto as Exhibit D. Tenant shall, at its Tenant’s sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repairrepair (except as hereinafter provided with respect to Landlord’s obligations), includingincluding without limitation, without limiting the generality maintenance, replacement and repair of any doors, window casements, glazing, heating and air conditioning systems, plumbing, pipes, electrical wiring and conduits, lighting fixtures and security and fire alarm systems to current local governing body building codes and TUSD standards. Tenant shall, upon the expiration or sooner termination of this Lease, surrender the Premises to Landlord in good condition, broom clean, ordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted. Any damage to the premises or adjacent premises caused by Tenant’s use of the foregoingPremises shall be repaired at the sole cost and expense of Tenant. Tenant will provide for maintenance as specified in Exhibit B. (b) Notwithstanding any other provisions hereof, all equipment Landlord shall, at its expense, maintain and repair the structural portions of the Property, including the exterior walls and the structural portions of the roof, and shall maintain plumbing mains and utility services to the building as provided in Exhibit B. Except as provided in Section 22 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or facilities specifically serving interference with Tenant’s business arising from the Premisesmaking of any repairs, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired alterations or unfired pressure vessels, fire hose connections if within improvements in or to any portion of the Premises, Property or the Premises or in or to fixtures, interior wallsappurtenances and equipment therein. Tenant waives the right to make repairs at Landlord’s expense under any law, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. statute or ordinance now or hereafter in effect. (c) Notwithstanding the foregoingstated provisions above in paragraphs a and b, should Tenant replace certain items, which are capital improvements in nature, as part of their maintenance of the facility, the costs of these replacements shall not be required to make any such repairs inure to the extent occasioned by the negligent act or omission or willfulbenefit of Landlord.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 21, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 1 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 1 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 21, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 1 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 21. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 6.1 The Landlord, shall, with due diligence, at its own cost and expense and without reimbursement by Tenant, make all repairs, maintenance and necessary replacements to the structure and foundation of the building (including without limitation the floor slab and interior and exterior load bearing walls), and shall perform any required replacement of the roof and parking area, provided that any damage to the foregoing is not caused by the negligence of the Tenant, its servants, employees, invitees or agents, in which case Landlord shall make any necessary replacement and/or repair such damage at Tenant's sole cost and expense. The Landlord shall maintain and repair the parking area, shall be responsible for maintain and repair the roof, and repair, maintenance andmaintain and replace the roof leaders, flashings, metal gravel stops, gutters and drains, and maintain and repair all common areas, if necessary, replacement any and the exterior of the structural elementsbuilding (excluding Tenant's signs) it being understood that Tenant shall reimburse Landlord within thirty (30) days after written demand (not more than one demand to be made per month), for Tenant's Pro Rata Share of the roof structure, foundation and cost of the structural integrity of floor slabs of Building 2foregoing, provided that Landlord shall furnish to Tenant shall pay for the a breakdown of such cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct and a computation of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2's Pro Rata Share with respect thereto. 9.2 Subject to reimbursement by 6.2 The Tenant shall, except as provided in Article 10 hereof6.1 above, Landlord shall take good care of the leased premises and, at its cost and expense, keep and maintain in good repair (including replacement as necessary)the leased premises, including, but not limited to the floor coverings, loading docks, windows and doors, the roof covering air-conditioning and heating plant, the exterior surfaces plumbing, pipes and fixtures belonging thereto; and shall replace, as needed, all working parts in connection with maintenance and repair of the exterior walls air-conditioning, electrical, heating and window frames of Building 2 (exclusive of doorsplumbing plants, door framesfixtures and systems, door checks including ballasts and fluorescent fixtures; and shall keep the water and sewer pipes and connections free from ice and other entrances obstructions, and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in shall generally maintain and repair the Declaration) for the use of Parcel 2 leased premises and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expensethe end of the expiration of the term, keep and maintain deliver up the Premises and every part thereof leased premises in good orderorder and condition, condition damages by the elements, and repairordinary wear and tear excepted. The Tenant covenants and agrees that it shall not cause or permit any waste (other than reasonable wear and tear), includingdamage or disfigurement to the leased premises, without limiting the generality or any overloading of the foregoingfloors of the building, all equipment or facilities specifically serving constituting part of the Premisesleased premises. 6.3 The Tenant shall reimburse the Landlord for Tenant's Pro Rata Share of the Landlord's total expense in maintaining, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within repairing and replacing the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glasslawns and shrubbery, and skylights. Notwithstanding in maintaining the foregoingdriveways and parking areas of the entire Property, which said sum shall be paid by the Tenant shall not be required to make any such repairs to the extent occasioned by Landlord within thirty (30) days from the negligent act or omission or willfuldate of billing together with a complete breakdown of the cost items and computation of Tenant's Pro Rata Share with respect thereto. The Landlord shall also keep the walks and parking area applicable to the entire Property free and clear of ice, snow and debris, with Tenant being responsible for Tenant's Pro Rata Share of such expenses.

Repairs and Maintenance. 9.1 LandlordLandlord shall, at its sole cost as an Operating Expense (except as excluded herein), promptly repair and expensemaintain in first class condition and repair the exterior roof, shall be responsible for including the repairroof membrane, maintenance andexterior walls, if necessaryskylights, replacement foundations and structural portions of the structural elements, the roof structure, foundation Building and the structural integrity Project and the improvements within the Common Areas, and any sidewalks, landscaping (including but not limited to irrigation systems and backflow prevention devices), Parking Areas, fences and signs located in the areas which are adjacent to the Building, and the components of floor slabs the Building's systems (plumbing, electrical, and HVAC) located outside the Building. Subject to the waivers set forth in Paragraph 15 and to the provisions of Building 2Paragraph 16, provided that Tenant shall pay for the cost of any such repairs and except as otherwise covered by insurance, to the extent occasioned any such maintenance and repairs are caused by the negligent act, neglect or omission of any duty by Tenant or willful misconduct of Tenant's employees, its agents, employees, contractors or invitees, licensees then Tenant shall pay to Landlord, as Additional Rent, the entire cost of such maintenance and repairs. Landlord shall not, however, be obligated to paint the interior surface of exterior walls, ceiling or contractorsdoors, nor shall Landlord be required to maintain, repair or replace windows, doors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2plate glass. Tenant shall give promptly notify Landlord prompt written notice in writing of any damage repair required to be made by Landlord within the Premises. Landlord shall have no obligation to alter, remodel, improve, repair (other than repair of structural or load-bearing walls), decorate or paint the interior walls of the Premises. Unless otherwise provided herein, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building, the Premises requiring repair by or parking areas or in or to fixtures, appurtenances and equipment therein. Tenant expressly waives the benefits of any statute (including, without limitation, the provisions of subsection 1 of Section 1932, Section 1941 and Section 1942 of the California Civil Code and any similar law, statute or ordinance now or hereafter in effect) which would otherwise afford Tenant the right to make repairs at Landlord. 9.3 Except 's expense (or to deduct the extent cost of such repairs from rent due hereunder) or to terminate this Lease because of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, failure to keep and maintain the Premises and every part thereof in good order, condition and repair. In all other regards, includingTenant, without limiting at Tenant's sole cost and expense, shall keep, maintain and preserve the generality Premises in first class condition and repair and shall, promptly make all non-structural repairs and replacements to the Premises and every part thereof, including but not limited to floors, ceilings, windows and doors (with any replacements of the foregoingsame quality, all equipment or facilities specifically serving specifications and finish as the Premisesexisting windows and doors), such as interior walls, and the interior surfaces of the exterior walls, plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if conditioning and ventilating equipment within the Premises, fixturestelecommunications equipment and intrabuilding network cabling, fire/life safety systems, interior wallselectrical and lighting facilities and equipment including circuit breakers and exterior lighting attached to the Premises. In the event Tenant fails to perform Tenant's obligations under this Section, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Landlord shall give Tenant shall not be notice to do such acts as Landlord deems are reasonably required to make any so maintain the Premises. If Tenant, within fifteen (15) days after notice from Landlord, fails to commence to do the work and diligently prosecute it to completion, then Landlord shall have the right (but not the obligation) to do such repairs acts and expend such funds at the expense of Tenant as are reasonably required to the extent occasioned perform such work. Any amount so expensed by the negligent act or omission or willfulLandlord shall be paid by Tenant promptly after demand as Additional Rent.

Repairs and Maintenance. 9.1 Landlord8.1 The Premises at Tenant’s move-in will be in good operating condition, free of debris and structurally sound in accordance with industry standards in the Project area. By taking possession of the Premises, Tenant shall be deemed to have conclusively agreed to accept the Premises as being in good order, condition and repair, subject to “punchlist” items and latent defects and any representations or warranties that may be set forth elsewhere in this Lease. Except as required by Article 20 below and ordinary wear and tear and subject to Article 8.2 with regard to any Building Systems in or about the Premises, Tenant shall, at its all times during the Lease Term hereof and at Tenant’s sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good ordercondition, condition order and repair except repairs resulting from the negligence, recklessness or willful wrongful act of Landlord or Landlord’s representatives, employees or other agents (collectively, “Landlord’s Agents”). Landlord shall have no obligation to alter, remodel, improve, repair, includingdecorate or paint the Premises or any part thereof, without limiting or maintain any nonstandard items installed in the generality Premises by or at the request of Tenant, except as specified in Articles 13 and 20 below or in Exhibit B, if any. No representations relating to the foregoing, all equipment or facilities specifically serving condition of the Premises, such the Building or the Project have been made by Landlord or Landlord’s Agents to Tenant, except as may be specifically set forth in this Lease. 8.2 Subject to the provisions of Article 8.1 above and Article 20 below, Landlord shall maintain the Common Areas, the foundation and structural portions of the Building (which shall include but not limited to floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts) parking areas, plazas, pavement and curbs (collectively, “Building Structures”), and the plumbing, heating, ventilation and air conditioningconditioning (“HVAC”), ventilatingfire, electricallife, lighting facilitiessafety, boilersmechanical and electrical systems (collectively, fired “Building Systems”) providing the services and utilities to be furnished by Landlord pursuant to Article 13.1 below, in good order and condition; provided, however if any maintenance and repairs are caused by the act, neglect, fault, or unfired pressure vesselsomission of any duty by Tenant or Tenant’s agents, fire hose connections if within the Premisesservants, fixturesemployees, interior wallsor invitees (collectively, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing“Tenant’s Agents”), Tenant shall pay to Landlord the reasonable cost of such maintenance and repairs. Landlord shall not be required liable for any failure to make any such repairs or to perform any maintenance unless such failure persists for an unreasonable time after Tenant gives written notice to Landlord of the need for such repairs or maintenance. Notwithstanding anything in this Lease to the extent occasioned by contrary, in the negligent act event of an interruption in essential services to the Premises (defined for these purposes as the failure to provide HVAC service, electrical service, elevator service, water or omission restroom facilities) or willfulTenant’s access to Premises is materially impaired, and such interruption or impairment continues for a period of five (5) consecutive days or twenty (20) days in any one calendar year, Tenant shall be entitled to an abatement of Rent for the period that such services are not provided where such interruption or impairment materially interferes with the normal business conduct of Tenant in the Premises. If any such interruption occurs during a period when Tenant is not otherwise required to pay Rent, Tenant’s free rent period shall be extended for the number of days that the services were not provided. Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for A. Tenant covenants throughout the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shallTerm, at its expense, keep and to maintain the Premises and every part thereof in good orderorder and repair the interior structure of the Leased Premises, condition and repairto maintain and replace when necessary, all window and door glass therein, interior and exterior, to maintain and repair all building service equipment therein including, without limiting the generality of the foregoingbut not limited to, all equipment or facilities specifically serving the Premiseselectrical, such as plumbing, heating, air conditioningconditioning and sprinkler equipment, ventilatingpipes, wires, ducts, fixtures and appliances; to make all ordinary and necessary repairs to any of the foregoing; to keep the Leased Premises in a safe, clean, and sanitary condition; and to provide for the removal of trash and rubbish. Landlord warrants that upon Tenant's occupancy, that the following are in good order and repair: interior structure of the Leased Premises, all window and door glass therein, interior and exterior, all building service equipment therein including, but not limited to, electrical, lighting facilitiesplumbing, boilersheating, fired or unfired pressure vesselsair conditioning and sprinkler equipment, fire hose connections if within pipes, wires, ducts, fixtures and appliances; Landlord has made all ordinary and necessary repairs to any of the Premisesforegoing prior to Tenant's occupancy. B. Landlord will provide, fixturesat Tenant's expense, interior wallsfor inspection at least once each calendar quarter, interior surfaces of exterior wallsthe Building's heating, ceilings, floors, windows, doors, plate glass, air conditioning and skylights. Notwithstanding the foregoing, Tenant shall not be required to make ventilating equipment (other than any such equipment installed in the Leased Premises by Tenant). Such inspection shall encompass the work described on Exhibit "D" attached hereto and made a part of and provide for necessary repairs thereto. Landlord will provide Tenant with copies of all service calls and reports, upon written request to Landlord, within thirty (30) days after any service call. C. Landlord agrees to perform at its expense, maintenance, repair and replacement to: (i) the extent occasioned exterior and structural portions of the Building, including without limitation, the replacement of parking lot; (ii) the roof and roof membrane; (iii) all utility and Building systems not exclusively serving the Leased Premises and those located outside of the Leased Premises; (iv) the Common Areas at the Real Property; and (v) gutters, downspouts, flashing and floor slab. The cost of all such repairs and replacements shall be allocated as set forth in Paragraph 12D of this Lease except when such repairs and/or replacements are necessitated by the negligent negligence or other act or omission of the Tenant or willfulits employees, contractors or invitees (e.g. a roof penetration made by Tenant's contractor as part of the Tenant's initial improvements) in which event the cost shall be borne solely by Tenant. D. During the Term, the repair and replacement of capital items (as determined by generally accepted accounting principles ("GAAP") such as the roof, roof membrane, building systems, structural elements of the Building, HVAC system components, utility connections, re-paving of parking lots and paved areas are to be the expense and responsibility of the Landlord, with no reimbursement by Tenant. Thereafter, during any extension or renewal of the Term, the cost of these items shall be amortized over their useful life, and the annual amortized portion of these costs shall be passed through as Annual Operating Expenses. The repair of non-capital items as determined by GAAP shall be included as part of Annual Operating Expenses both during the Term and any extension or renewal thereof.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, 14.01. Tenant shall be responsible for all repairs and replacements, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the repairPremises and the Building and the facilities and systems thereof, maintenance andthe need for which arises out of (a) the performance of any work by Tenant or Alterations, if necessary(b) the installation, replacement use or operation of the structural elementsTenant's Property in the Premises, (c) the roof structuremoving of the Tenant's Property in or out of the Premises or the Building, foundation or (d) the act, omission, misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. Tenant shall promptly make, at Tenant's expense, all repairs in or to the Premises for which Tenant is responsible. Any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) approved by Landlord. Any other repairs in or to the Building and the structural integrity of floor slabs of Building 2facilities and systems thereof for which Tenant is responsible, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received may be performed by Landlord from at Tenant's expense. 14.02. Landlord shall make all repairs and replacements, structural and otherwise, interior and exterior, as and when needed in or about the insurance Premises, except for Building 2 maintained by Landlord those repairs and replacements for which Tenant is responsible pursuant to Section 14.2any of the provisions of this Lease. 9.2 Subject to reimbursement by Tenant 14.03. Except as otherwise expressly provided in Article 10 hereofthis Lease, Landlord shall keep have no liability to Tenant, nor shall Tenant's covenants and maintain obligations under this Lease be reduced or abated in good repair (including replacement as necessary)any manner whatsoever, the roof covering and the exterior surfaces by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord's making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to any portion of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbingor in or to the fixtures, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired equipment or unfired pressure vessels, fire hose connections if within appurtenances of the Building or the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 A. Subject to reimbursement by Tenant as provided in Article 10 hereofprovisions of paragraph 15, Landlord Lessor shall keep and maintain in good order, condition and repair (including replacement as necessary), the roof covering and the exterior surfaces structural elements of the Premises including the roof, roof membrane, paving, floor slab, foundation, exterior walls walls, landscaping, irrigation and window frames 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 Building 2 (exclusive Lessor's invoice to Lessee therefor, Lessee's pro-rata share of doorssuch repairs, door framesreplacements, door checks alterations or improvements; provided, however, that replacement and other entrances improvement costs in excess of $5,000 per occurrence shall be amortized over the useful life of such replacements or improvements, and windows)Lessee shall be obligated to pay, all Outdoor Areas (defined in Section 10.1) on Parcel 2as additional rent, all Shared Areas (as defined in only the Declaration) 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 use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving costs or expense to remedy the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlordsame. 9.3 B. Except to the extent of Landlord's obligations as expressly provided in Sections 9.1 and 9.2 hereofSubparagraph A above, Tenant Lessee shall, at its expensesole cost, keep and maintain the entire Premises and every part thereof in good order, condition and repairthereof, including, without limiting limitation, the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doorswindow frames, plate glass, glazing, truck doors, doors, all door hardware, interior of the Premises, interior walls and skylightspartitions, and electrical, plumbing, lighting, heating, and air conditioning systems in good and sanitary order, condition, and repair subject to the limitations set forth in Section 11A above. Notwithstanding Lessee shall, at all times during the foregoingLease term and at his expense, Tenant have in effect a service contract for the maintenance of the heating, ventilating, and air-conditioning (HVAC) equipment with an HVAC repair and 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 not be further provide Lessor with a copy of such contract 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 cost of such maintenance or 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 rights to make any such repairs to at the extent occasioned by the negligent act or omission or willfulexpense of Lessor, as provided in Section 942 of said Civil Code.

Repairs and Maintenance. 9.1 (a) Landlord's sole and exclusive obligations with respect to the maintenance, at its sole cost repair and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elementsPremises shall be as follows: (i) Landlord shall perform diligently, the roof structurepromptly and in a good and workmanlike manner in compliance with all applicable Legal Requirements, foundation all maintenance, repairs and replacements to the structural integrity components of floor slabs the Building, including without limitation the roof, roofing system, caulking of Building 2flashings, provided that Tenant shall pay exterior walls, bearing walls, support beams, foundations, columns, exterior doors, windows and skylights and lateral support to the Building; and (ii) for the cost portion of any such repairs to the extent occasioned by Term ending on the negligent act, omission or willful misconduct first anniversary of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereofRental Commencement Date, Landlord shall keep perform diligently, promptly and maintain in a good repair (and workmanlike manner in compliance with all applicable Legal Requirements, all maintenance, repairs and replacements to the parking areas, including replacement as necessary)their lighting systems, the roof covering and the exterior surfaces constituting a portion of the exterior walls and window frames of Building 2 (exclusive of doorsProperty. Otherwise, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs or improvements to the extent occasioned by Property except for any initial improvements to the negligent act Premises pursuant to the provisions of Exhibit C attached hereto. --------- (b) Except for the obligations of Landlord under Paragraphs 11(a), 17 and 18 hereof, Tenant covenants and agrees that at Tenant's sole cost (i) Tenant will take good care of the Premises and all alterations, additions and improvements thereto and will keep and maintain the same in good condition and repair, except for normal wear and tear and casualty, (ii) Tenant shall perform diligently, promptly and in a good and workmanlike manner in compliance with all applicable Legal Requirements, all maintenance, repairs and replacements to the Premises, and (iii) Tenant shall operate, use, clean, repair and maintain (including without limitation replacements), and provide security for, the Property, in a first class manner, including without limitation providing the Building Standard Services and providing the following: (1) electricity, gas, steam, water, sanitary sewer, air conditioning and other fuel and utilities for the Property; (2) casualty, liability, fidelity, rental loss, plate glass and any other insurance applicable to the Property; (3) repairs, maintenance and painting; (4) all supplies, tools, materials and equipment used in the operation, management, maintenance and access control of the Property; (5) supplies, work clothes and dry cleaning; (6) maintenance and service agreements for the Property and the equipment therein, including but not limited to window cleaning, security personnel, service or omission or willfulsystem, elevator maintenance, HVAC maintenance, janitorial service, waste recycling service, landscaping maintenance and customary landscaping replacement; (7) telephone and stationery; (8) legal, accounting and other professional fees and disbursements incurred in connection with the operation, management, maintenance and repair of the Property; (9) association fees and dues, including maintenance charges and any special group assessments under the Declaration of Protective Covenants for Quail Springs Office Park North dated October 6, 1987, recorded in Book 5688, page 1735,Oklahoma County records, as amended (the "Declaration");

Repairs and Maintenance. 9.1 LandlordThe Lessor 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 expensesubject 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 In addition to the Lessor’s responsibility to maintain and repair all elevators in accordance with Article 9.1 hereof, the Lessor, upon request from UNHCR, shall provide UNHCR with the certificate(s) of maintenance and certificate(s) of inspection for any or all of the elevators serving the areas and floors occupied by UNHCR. 9.3 UNHCR shall take reasonable care of the Demised Premises and the fixtures and appurtenances therein. UNHCR shall be responsible for minor repairs to, and routine maintenance of, the repair, maintenance and, if necessary, replacement Demised Premises arising from its occupation and use of the structural elementsDemised Premises during the term of this Lease, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay [NOTE: it may be useful to insert a financial cap for the cost of any such repairs UNHCR’s obligation under this Article to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting Demised Premises.] Such minor repairs include the generality routine repair of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floorslocks, windows, doors, plate glassfloors, fittings, lightings, appurtenances and skylightssanitary ▇▇▇▇. Notwithstanding the foregoing, Tenant UNHCR shall not be required to make any such repairs to the extent occasioned responsible for (i) reasonable wear and tear; (ii) obsolescence; (iii) damage by the negligent act elements or omission circumstances over which UNHCR has no control; (iv) damage caused by, or willfulresulting from, any acts or omissions of the Lessor, its employees, officers, agents, or subcontractors; or (v) damages or defects set out in the Vacancy 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 considering potential tenants or any activities to take place in such building, the Lessor shall take into account that UNHCR is a tenant in the Demised Premises.

Repairs and Maintenance. 9.1 A. Landlord shall, at Landlord’s expense, maintain, secure and, if necessary, repair (i) the parking lot, curbs and exterior portions of the property in which the Premises is located (except for cleaning and landscaping, which Tenant shall be responsible for); (ii) the roof of the Premises; (iii) the foundation of the Premises; (iv) exterior walls of the Premises; (v) all structural portions of the Premises; (vi) the underground gas storage tank(s) and any related fuel pipes, and Tenant shall, at Tenant's expense, keep the remaining portions of the Premises including the windows and signs in good order, repair and condition at all times during the Term, and Tenant shall promptly and adequately, repair all damage to the Premises (which is not the responsibility of the Landlord) and replace or repair all damaged or broken fixtures and appurtenances (which is not the responsibility of the Landlord), under the supervision and subject to the approval of Landlord, and within any reasonable period of time specified by Landlord. In addition, Tenant shall at Tenant's expense, make all repairs, installations, and additions to the Premises (which is not the responsibility of the Landlord) as may be required by any law, ordinance, regulation or ruling of any governmental authority having jurisdiction over the Premises. If Tenant does not do so, Landlord may, but need not, make any repairs, replacements, installations, and additions which Tenant is obligated to make, and Tenant shall pay Landlord the cost thereof, and shall also pay to Landlord fifteen percent (15%) of the cost thereof to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from the involvement of Landlord with such repairs and replacements, the foregoing payments to be made forthwith upon being billed for same. Landlord or Landlord's agent may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, installations, alterations, improvements and additions to the Premises as Landlord shall desire or deem necessary. B. Tenant is solely responsible for removing, shoveling, and clearing snow and ice that is on, in front of, or around the Premises, including any sidewalks or walkways and parking lot. Tenant shall remove such snow and ice at its sole own expense and shall be solely liable for any injury or claim that may arise from its failure to adequately and timely remove snow and ice. Tenant hereby indemnifies Landlord from any claim arising out of Tenant’s failure to adequately and timely remove snow and ice. (i) Hazardous Substances· shall mean any hazardous substances, hazardous materials, hazardous wastes, toxic substances or contaminants, including, without limitation. substances defined as "hazardous substances," "hazardous materials," "hazardous wastes: •toxic substances" or "contaminants" as those terms are defined in the Comprehensive Environment Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. §§9600, et seq., as amended from time to time hereafter, the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et seq., as amended from time to time hereafter, the Federal Water Pollution Control Act ("Clean Water Act"), 33 U.S.C. §§1251 et seq., as amended from time to time hereafter, the Air Pollution Prevention and Control Act ("Clean Air Act"), 42 U.S.C. §§7401 et seq., as amended from time to time hereafter, the Toxic Substances Control Act ('TSCA"}, 42 USC §§2601 et seq., as amended from time to time hereafter, the Occupational Safety and Health Administration enactments, and any local, state or federal law, regulation or ordinance applicable to the Premises now or hereafter in effect (collectively, the "Environmental Laws"), and petroleum products. Unless as permitted by law, the Tenant is not permitted to store for sell or allow the purchase of any petroleum products at the Premises, Landlord may elect to install groundwater monitoring ▇▇▇▇▇ on the Premises which may be used in conjunction with all other applicable reports, documents, and information to determine conditions, and Landlord may take samples from such groundwater monitoring ▇▇▇▇▇ at any time after such installation. Landlord and Tenant shall use reasonable efforts to coordinate with one another to install such monitoring ▇▇▇▇▇. Landlord or Tenant may test the condition of the Premises, including subsurface testing, for Hazardous Substances at any time during the Term of the Lease, provided that Landlord shall use reasonable efforts not to interfere with Tenant's operations at the Premises. Within the sixty (60) day period prior to the end of the Term, the Landlord may test the condition of the Premises for the presence of Hazardous Substances, including preparation of Phase I and Phase II assessments. The purpose of this testing is to establish the environmental condition of the Premises as of the expiration or termination of this Lease. During the Term and upon termination or expiration of the Lease, Landlord and Tenant have the right to receive reasonable notice of any testing from the other party, the right to be present during testing by the other party, and the right to recover spilt samples from such testing within a reasonable period of time after request for the same from the other party. During the Term and upon termination or expiration of the Lease Landlord and Tenant shall have the right to receive reasonable notice of any environmentally related work (including removal, installation, and maintenance of the underground fuel system) from the other party and the right to be present during such work by the other party. Landlord shall also have the right, but not the obligation, to report any findings to applicable authorities. (ii) Landlord hereby acknowledges that, while there may now or in the future exist requirements for remediation of Hazardous Substances at the Premises as of the Date of Lease. Should Tenant encounter petroleum impacted soil and/or groundwater while performing Tenant's Work Tenant shall inform Landlord immediately. If Tenant does encounter such impacted soil and groundwater, Tenant shall immediately provide written notice of the same to Landlord. After receipt of such written notice, Landlord shall directly contract for the removal of such impacted soil from the Premises and pay for the cost incurred for impacted soil transportation and expensedisposal from the Premises, If Tenant encounters impacted ground water while performing Tenant's Work on the Premises, after receipt of Tenant's written notice, Landlord shall directly contract to store and discharge any impacted groundwater as hereinafter set forth. After receipt of Tenant's written notice stating that Tenant has encountered such impacted groundwater, Landlord shall provide a 20,000 gallon tank to temporarily store, and then treat and discharge (under appropriate permit), any such impacted water discovered while Tenant performs Tenant's Work, Tenant shall be responsible for the repair, maintenance and, if necessary, replacement removal of the structural elementswater from the excavation site to the Landlord provided temporary tank in the same manner as if the water was non-impacted, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided except that Tenant shall pay direct the water to the Landlord provided tank instead of a storm drain. After such impacted water has been properly directed to Landlord's temporary tank, the responsibility for handling, treating and discharging the impacted water will be Landlord's responsibility, at Landlord's sole cost and expense. Landlord will provide periodic air monitoring during excavation of impacted soil to ensure that Tenant's contractors do not need personal protective equipment (PPE). Except as expressly set forth in this Section all of the other safety considerations associated with the redevelopment of the Premises shall remain the responsibility of Tenant. Landlord and Tenant shall use commercially reasonable efforts to cooperate with one another in the removal and/or storage of any such repairs to petroleum impacted soil or groundwater from the extent occasioned by the negligent actPremises, omission and Tenant shall not interfere with Landlord or willful misconduct of Tenant, its Landlord's agents, employees, invitees, licensees contractors or contractors, or by employees while the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) same are on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of perform any damage wo r k set forth in this Section. (iii) Notwithstanding anything to the Premises requiring repair by Landlordcontrary in the preceding provisions, the parties agree as follows: (1) The parties acknowledge that no environmental testing is currently being done at the commencement of this tenancy. 9.3 Except (2) Thus, the parties are not in a position to know whether or not there is any substantial or unhealthful contamination existing on the property prior to the extent of Landlord's obligations provided tenancy. (3) Tenant will be responsible for cleaning up any contamination that is conclusively proven to have been caused by Tenant during its tenancy. (4) Landlord or other parties will be responsible for cleaning up any contamination that was not caused by Tenant during his or its tenancy. (5) Tenant agrees to avoid burning or discarding flammables, paper, wood, trash or other combustibles on the property and will prohibit smoking in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality vicinity of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, underground storage tanks and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulabandoned fuel dispensing system.

Repairs and Maintenance. 9.1 Landlord12.01 Tenant shall (and shall require each Subtenant in each Sublease), at its sole cost Tenant's expense if Subtenant shall violate such requirement, throughout the term of this lease, to take good care of and expense, maintain in good order and condition the Apartments and the fixtures and improvements therein. Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the repairApartments, the need for which arises out of: (a) the failure of Tenant or Subtenant to comply with the foregoing repair and maintenance andobligations; or (b) (i) the performance, if necessaryinstallation, replacement removal, or existence of alterations to an Apartment by Tenant, or Subtenant without the Landlord’s prior consent, (ii) the moving of any Tenant/Subtenant Property in or out of the structural elementsApartments, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of or (c) any such repairs to the extent occasioned by the negligent act, omission omission, misuse or willful misconduct neglect of Tenant, its any Subtenants or Subtenant Guests, or their respective employees, agents, employeescontractors, guests, vendors, visitors or invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2excluding normal wear and tear. 9.2 Subject to reimbursement by 12.02 Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant or Subtenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided defective condition in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as any plumbing, heating, air conditioningair-conditioning or ventilation system or electrical lines or other mechanical systems located in, ventilating, electrical, lighting facilities, boilers, fired servicing or unfired pressure vessels, fire hose connections if within passing through the Premises. Following such notice, Landlord shall endeavor to remedy the conditions, but at the expense of Tenant if Tenant, any Subtenant or any Subtenant Guest is responsible for same under the provisions of this article. 12.03 Except as otherwise expressly provided in this lease, Landlord shall have no liability to Tenant or any Subtenant, 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 arising from Landlord’s making any repairs or changes that Landlord is required or permitted by this lease, or required by law, to make in or to the fixtures, interior walls, interior surfaces equipment or appurtenances of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulPremises.

Repairs and Maintenance. 9.1 Landlord(See also Article 66) ---------------------------------------------- A. Supplementing Article 4, Tenant shall perform, at its Tenant's sole cost expense, to the satisfaction of Landlord reasonably exercised, all necessary repairs (except those caused by or resulting from carelessness, omission, neglect or improper conduct of Landlord or Landlord's servants, employees, invitees or licensees, which shall be repaired by Landlord at Landlord's expense) to and routine or other maintenance of any of the following: (1) Any plumbing, electrical, heating, ventilating, air conditioning, exhaust, sewage, sprinkler or fire warning system, or any part, fixture, pipe, conduit, duct or other element thereof, wherever located and whether installed by Landlord or Tenant (a) which is utilized to furnish service exclusively to the demised premises or (b) which is a horizontal pipe, conduit, duct or other element off a vertical riser, pipe, conduit or duct, which horizontal element furnishes service exclusively to the demised premises, whether located within the space of the demised premises or the exterior or interior walls of the building. Included within the foregoing, without limitation, are any sinks, toilets, tubs, outlets, lighting fixtures, signs, cables, electric panel boxes, fuses, radiators, heaters, air-handling units, vents, hoods, floor drains or 45 sprinkler heads or pipes which are utilized solely within the demised premises. (2) Any entrance or interior doors or any interior windows or security gates in the demised premises. B. Throughout the term of this Lease, Landlord shall maintain and operate the 521 Building at at least the same levels of appearance and efficiency as prevailed on the date of execution of this Lease. Landlord shall perform, at Landlord's sole expense, all necessary repairs (except those caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant's servants, employees, sub-tenants, invitees or licensees, which, whether structural or non-structural in nature, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement repaired by Tenant as provided in Article 10 hereof, Landlord shall keep 4) to and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces routine or other maintenance of any of the exterior walls and window frames of Building 2 following: (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.11) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as Any plumbing, electrical, heating, ventilating, air conditioning, ventilatingexhaust, electricalsewage, lighting facilitiessprinkler or fire warning system, boilersor any part, fired fixture, pipe, conduit, duct or unfired pressure vesselsother element thereof, fire hose connections if within which is utilized to furnish service to the Premisesdemised premises in common with other apace in the 521 Building, fixturesexcept that horizontal pipes, interior wallsconduits, interior surfaces ducts or other elements as described in subparagraph A(1) of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant this Article 49 shall not be required to make any Landlord's responsibility under this paragraph B. (2) All structural elements of the 521 Building (including exterior windows) including such repairs as are necessary to keep the extent occasioned building in a water-tight condition. C. Tenant shall be solely responsible, at Tenant's sole expense, for the removal from the demised premises and the 521 Building and disposal of all debris, rubbish and waste arising from its operations. Debris and rubbish from conduct of construction operations, including the Initial Improvements, in the demised premises shall be removed from the building by Tenant's contractors performing same. The removal and disposal of normal office rubbish, including stationery, lunchroom waste and other paper waste, shall be arranged for by Tenant. Medical waste, chemical waste and radioactive waste from Tenant's operations shall be separately containerized, packed, labeled and manifested in accordance with all applicable Federal, State and City regulations, and removed and disposed of from the building with reasonable frequency. Only the freight elevators shall be 46 used for the removal of all Tenant's waste from the building, and no medical, chemical or radioactive waste shall be deposited on or suffered to be left on Landlord's ground floor loading dock serving the building. D. Landlord will perform routine maintenance and cleaning and necessary repairs, at Landlord's sole expense, of the passenger and freight elevators serving the demised premises and of the areas of facilities within or without the 521 Building used in common by Tenant and other occupants of the building, except that any elevator damage caused by the negligent or willful act or omission of Tenant or willfulTenant's employees, contractors, agents, subtenants, licensees or invitees shall be repaired at Tenant's sole expense. E. In addition to the parties' respective obligations under the preceding paragraphs A, B and D of this Article 49, each party to this Lease shall be responsible for making, at its own expense, the additional repairs, whether structural or non-structural, necessitated by its delay or failure to make the repairs required in a timely manner after written notice by the other party to do so, except where such delay or failure is caused by or arises out of Acts of God or other circumstances beyond the control of the responsible party. F. Tenant shall designate one person who alone shall communicate to Landlord's Real Estate Manager the Tenant's requests for repairs required to be made by Landlord under the terms of this Article and requests for additional services under Article 45 D and Article 54. G. To the extent feasible, Landlord will give Tenant access on a 24-hour basis to areas in the 521 Building other than the demised premises, including without limitation, the roof, sewage ejector and the exterior walls of the buildings and shaft-ways, that may be necessary in order for Tenant to effect the repairs and maintenance required of Tenant under this Article and Article 4 of this Lease and to perform Tenant's alterations pursuant to Article 50. Tenant shall obtain the consent of Landlord's Real Estate Manager to enter such areas. Tenant shall be solely responsible for all acts of all persons whom Tenant directs or allows to enter such areas pursuant to this paragraph G.

Repairs and Maintenance. 9.1 Landlord18.1. Landlord shall repair and maintain in a first class condition the structural and exterior portions and Common Area of the Building and the Project, at its sole cost including roofing and expensecovering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the Premises shall not be part of the base Building HVAC and shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation Tenant’s obligation to maintain and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord repair pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep 18.2 below); elevators; and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of base Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all electrical systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair installed or furnished by Landlord. 9.3 18.2. Except for services of Landlord, if any, required by Section 18.1, Tenant shall at Tenant’s sole cost and expense maintain and keep the interior Premises (including but not limited to the extent portion of Landlord's obligations provided in Sections 9.1 the HVAC system that includes the first damper or isolation valve and 9.2 hereofextends into and through the Premises, Tenant shallany supplemental HVAC serving the Premises, at its expense, keep and maintain any other systems or equipment exclusively serving the Premises Premises) and every part thereof in good order, condition and repair, includingwithin ten (10) days after receipt of written notice from Landlord, without limiting provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the generality expiration or sooner termination of the foregoingTerm, surrender the Premises to Landlord in as good a condition as when received, ordinary wear and tear and damage by casualty excepted; and shall, at Landlord’s request and Tenant’s sole cost and expense, remove all telephone and data systems, wiring and equipment installed by or facilities specifically serving at the request of Tenant at the Premises, such and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than as plumbingdescribed in Exhibit B. 18.3. Throughout the Term of the Lease, heatingTenant shall, air conditioningat Tenant’s sole cost and expense, ventilatingmaintain copies of all service contracts, electricalservice, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glassrepair and maintenance records, and skylightsinspection reports on all equipment installed by or maintained by Tenant (collectively, “Maintenance Records”). Notwithstanding Tenant shall provide to Landlord copies of all Maintenance Records on a quarterly basis. Upon surrender of the foregoingPremises upon the expiration or earlier termination of this Lease, Tenant shall provide Landlord with all original equipment manufacturer (OEM) manuals for any equipment installed and not removed by Tenant. Landlord shall also have the right to perform an audit of the equipment serving the Premises in the form of a facilities condition assessment or similar report at Tenant’s cost, provided such audit will be performed no more than once per calendar year unless Landlord has a reasonable belief that corrective action is necessary. To the extent such audit recommends reasonable corrective action, Tenant shall promptly perform such corrective action as part of its repair and maintenance obligations. 18.4. Landlord shall not be required liable for any failure to make any repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense. In the event that Landlord timely fails to make a repair or perform maintenance that is Landlord’s obligation pursuant to this Lease, Tenant may notify Landlord of such failure and, if Landlord does not make the repair or perform the maintenance within thirty (30) days after Landlord’s receipt of such notice (or, if such repair or maintenance cannot reasonably be completed with such period, within the period of time reasonably required (so long as Landlord begins the repair or maintenance within such period and diligently prosecutes the same to completion)), Tenant may perform the repair or maintenance and Landlord shall reimburse Tenant for its reasonable out-of-pocket costs for performing the same within thirty (30) days after receipt of an invoice from Tenant therefor. Notwithstanding anything in this Section to the extent occasioned contrary, before performing any such repairs or maintenance, Tenant shall notify Landlord of Tenant’s intent to do so and shall reasonably coordinate with Landlord and any other tenants of the Project that may be affected the need for such repairs or maintenance. 18.5. If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury or damage and to support the same by the negligent act proper foundations, without any claim for damages or omission liability against Landlord and without reducing or willfulotherwise affecting Tenant’s obligations under this

Repairs and Maintenance. 9.1 Landlord17.01. Tenant shall, at its sole cost and expensethroughout the Term, shall be responsible for the repair, maintenance and, if necessary, replacement take good care of the structural elementsDemised Premises, the roof structurefixtures and appurtenances therein, foundation and the structural integrity of floor slabs of Building 2shall not do, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractorssuffer, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of permit any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant waste with respect thereto. Except as provided set forth in Article 10 hereof17.02 below, Landlord Tenant shall keep and maintain in good repair (including replacement as necessary), the roof covering all interior and the exterior surfaces portions of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Demised Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoinglimitation, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floorsBuilding equipment, windows, doors, plate glassloading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning (“HVAC”) systems, and skylightsthe roof components (i.e., the roof membrane, leaders, gutters, flashing, etc.) in a clean and orderly condition and in good order and repair. Notwithstanding Tenant shall keep and maintain all floors, sidewalks, landscaping (including lawn areas), curbing, paving whether in driveways, parking areas or access easements, including but not limited to the foregoingmaintenance of the exterior grounds in accordance with the requirements of Exhibit F annexed hereto. The phrase “keep and maintain” as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall 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 repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, including the Building and Land and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of the Tenant’s Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. Upon request by Landlord, Tenant shall not 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. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be required to make any such repairs to responsible for all repairs, maintenance and replacement of wall and floor coverings in the extent occasioned by Demised Premises and for the negligent act or omission or willfulrepair and maintenance of all sanitary and electrical fixtures and equipment therein.

Repairs and Maintenance. 9.1 Landlord13.01. Landlord shall operate, at its sole cost maintain and expense, shall be responsible for make all necessary repairs (both structural and nonstructural) to the repair, maintenance and, if necessary, replacement part of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage Systems which provide service to the Premises requiring repair by Landlord. 9.3 Except (but not to the extent distribution portions of Landlord's obligations provided such Building Systems located within the Premises) and, except where the same shall be Tenant’s responsibility hereunder, the structural portions of the Building, both exterior and interior, in Sections 9.1 and 9.2 hereof, conformance with standards applicable to non-institutional first-class office buildings in Manhattan. Tenant shall, at its expense, keep throughout the term of this lease, take good care of and maintain in good order and condition the Premises and every part thereof in good order, condition the fixtures and repair, improvements therein including, without limiting limitation, the generality of the foregoingproperty which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property; provided, however, Tenant shall not be responsible to make any repairs which (i) are Landlord’s express obligation hereunder or (ii) from which Tenant has been expressly excused hereunder. Tenant shall be responsible for all equipment non-structural repairs, interior and exterior, ordinary and extraordinary, foreseen or facilities specifically serving unforeseen, in and to the Premises, such as plumbingexcept for reasonable wear and tear, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within obsolescence and damage for which Tenant is not responsible pursuant to the Premises, fixtures, interior walls, interior surfaces provisions of exterior walls, ceilings, floors, windows, doors, plate glass, and skylightsArticle 19 hereof. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the extent occasioned Building, the Building facilities and the Building Systems, the need for which arises out of (a) the performance or existence of Alterations, (b) the installation, use or operation of property in the demised premises (c) the moving by or on behalf of Tenant of any property, including, without limitation, Tenant’s Property in or out of the Building, (d) the act, omission, misuse or neglect of Tenant or any of its subtenants (other than Landlord) or its or their employees, agents, contractors or invitees or (e) notwithstanding the foregoing, design flaws in any of Tenant’s plans and specifications regardless of the fact that such Tenant’s plans may have been approved by Landlord. Except where replacement is required as a result of any negligent act or omission of Landlord, its employees, agents or willfulcontractors, Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and glass (and the solar film, if any, attached to the window glass) in and about the Premises, including, without limitation, entrance doors and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Premises and for all the repairs, maintenance and replacement of all horizontal portions of the Building Systems and facilities of the Building within or exclusively serving the Premises, including without limitation the sanitary and electrical fixtures and equipment therein but specifically excluding perimeter heating systems. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant as promptly as reasonably practicable, in a manner which will not interfere with the use of the Building by other occupants; provided, however, any repairs in and to the Building, the Building facilities and Building Systems for which Tenant is responsible shall be performed by Landlord at Tenants 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 and amount as Landlord shall deem necessary to assure the payment for such work by Tenant. The exterior walls of the Building, the portions of any window ▇▇▇▇▇ outside the windows, and the windows are not part of the premises demised by this lease and Landlord reserves all rights to such parts of the Building. 13.02. Upon becoming aware of the same, Tenant shall give Landlord prompt notice of any defective condition in any Building Systems or electrical lines located in, servicing or passing through the Premises. Following such notice, Landlord shall remedy the conditions, but at the expense of Tenant to the extent Tenant is responsible for same under the provisions of this Article 13. 13.03. Except as otherwise expressly provided in this lease, Landlord 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 arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this lease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises. Notwithstanding any language to the contrary continued in this Section 13.03, if by reason of the making of such repairs or changes by Landlord, (x) the Premises or any portion thereof in excess of 2,000 rentable square feet are rendered untenantable for seven (7) consecutive Business Days or (y) any portion of the Premises which is 2,000 rentable square feet or less are rendered untenantable for more than ten (10) consecutive Business Days, and Tenant shall actually vacate such portion of the Premises and notify Landlord that it has so vacated the Premises, then all Fixed Rent and Additional Charges reserved herein shall ▇▇▇▇▇ after the seventh (7th) or tenth (10th) Business Day (as the case may be) following the date the Premises, or the applicable portion thereof, shall be rendered untenantable, in proportion to the portion of the Premises so affected, until the condition preventing Tenant from so occupying the Premises, or such portion of the Premises, as the case may be, shall be remedied. 13.04. Landlord shall use its reasonable efforts to the extent practicable to minimize interference with Tenants use and occupancy of the Premises in making any repairs, alterations, additions or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever, except that Landlord, at its expense but subject to recoupment pursuant to Article 3 hereof, shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make any repair required to be made by it hereunder to remedy any condition that either (i) results in a denial of access to the Premises, (ii) threatens the health or safety of any occupant of the Premises, or (iii) except in the case of a fire or other casualty, materially interferes with Tenant’s ability to conduct its business in the Premises. In all other cases, at Tenant’s request, Landlord shall employ contractors or labor at so-called overtime or other premium pay rates and incur any other overtime costs or expenses in making any repairs, alterations, additions or improvements, and Tenant shall pay to Landlord, as additional rent, within ten (10) Business Days after demand, an amount equal to the difference between the overtime or other premium pay rates and the regular pay rates for such labor and any other overtime costs or expenses so incurred.

Repairs and Maintenance. 9.1 Landlord18.1 Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and Project, including foundations, exterior walls, load bearing walls, windows, plate glass, roofing, and roofing covering materials, and plumbing, fire sprinkler system, heating, ventilating, air conditioning, elevator, telecommunications and electrical systems installed or furnished by Landlord (and not part of the improvements installed in the Premises by or for Tenant, or the tenant improvements installed inside the Premises by or for the previous tenant), and including the deionized water loop, air compressor, vacuum and other systems shared with other tenants of the Project, subject to reimbursement by Tenant as its Pro Rata Share of Operating Expenses to the extent provided by Article 7. However, if such maintenance or repairs are required because of any act, neglect, fault of or omissions of any duty by Tenant, its agents, servants, employees, contractors or invitees, Tenant shall pay to Landlord upon demand the costs of the entirety of such maintenance and repairs attributable to such act, neglect, fault or omission, subject to credit for any insurance proceeds recovered on account thereof. 18.2 Except as otherwise set forth in Section 18.1, Tenant shall, throughout the term of this Lease, at its Tenant’s sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, the same condition and repairrepair as delivered to Tenant, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as including plumbing, fire sprinkler, heating, ventilating, air conditioning, ventilatingelevator, electricaland electrical systems installed as part of improvements installed in the Premises by or for Tenant and tenant improvements installed inside the Premises by or for the previous tenant. Tenant shall upon the expiration or earlier termination of the term hereof surrender the Premises to Landlord in the same condition as when received (together with the Tenant Improvements and any subsequent improvements made by Tenant, lighting facilitiesand any improvements installed in the Premises by or for any previous tenant of the Premises), boilersordinary wear and tear and damage from causes beyond the reasonable control of Tenant excepted. Except as set forth in this Lease, fired Landlord shall have no obligation to alter, remodel, improve, repair, decorate or unfired pressure vesselspaint the Premises or any part thereof. 18.3 Except as provided in Section 16.2, fire hose connections if within there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises, Building or Project, or in or to improvements, fixtures, interior walls, interior surfaces equipment and personal property therein. If repairs or replacements become necessary which by the terms of exterior walls, ceilings, floors, windows, doors, plate glass, this Lease are the responsibility of Tenant and skylights. Notwithstanding the foregoing, Tenant shall not be required fails to make any such the repairs or replacements, Landlord may do so pursuant to the extent occasioned by the negligent act or omission or willfulprovisions of Section 24.3.

Repairs and Maintenance. 9.1 17.01. Tenant shall, throughout the Term, take good care of the Demised Premises, the fixtures and appurtenances therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain the Demised Premises including without limitation all building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning ("HVAC") systems (whether located in the interior of the Demised Premises or on the exterior of the Building) in a clean and orderly condition. Tenant shall, at Landlord's option, keep and maintain in a clean and orderly condition all HVAC systems and any other mechanical or other systems exclusively serving the Demised Premises which are located in whole or in part outside of the Demised Premises (it being understood and agreed that if Landlord shall elect to keep and maintain said systems, then the cost of same shall be included in Operating Expenses). Tenant shall keep and maintain all exterior components of any windows, doors, loading bay doors and shelters serving the Demised Premises in a clean and orderly condition. The phrase "keep and maintain" as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall not permit or suffer any over-loading of the floors of the Demised Premises. Tenant shall be responsible for all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, and the Building (including the facilities and systems thereof) and the Common Areas the need for which arises out of (a) the performance or existence of the Tenant's Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. 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 its sole 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 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 responsible for the repairall repairs, maintenance and, if necessary, 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. The Tenant shall also arrange for its own cleaning services and rubbish removal, subject to the right of Landlord, at Landlord's option to perform such services and include the cost of such services in Operating Expenses. Tenant shall promptly make all repairs in or to the Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) designated by Landlord. 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. 17.02. Landlord shall make all structural elementsrepairs and replacements, including, specifically, the roof structure, foundation and roof membrane (except as hereinabove provided in Section 17.01) and the structural integrity of floor slabs of Building 2cost thereof shall be included in Operating Expenses, provided that for which Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, 's Fraction. Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering Common Areas and shall procure landscaping and snow removal services for the Building and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doorscost thereof shall be included in Operating Expenses, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2which Tenant shall pay Tenant's Fraction. 17.03. Tenant shall give not permit or suffer the overloading of the floors of the Demised Premises beyond a total combined load of 250 pounds per square foot, or such lesser amount as may be applicable to any mezzanine or second floor area. 17.04. Except as otherwise expressly provided in this Lease, Landlord prompt written notice 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 damage inconvenience, annoyance, interruption or injury to the Premises requiring repair by Landlord. 9.3 Except to the extent of business arising from Landlord's obligations provided doing any repairs, maintenance, or changes which Landlord is required or permitted by this Lease, or required by Law, to make in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality or to any portion of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulBuilding.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1a) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its Tenant's sole expense, keep and maintain the Premises Premises, including, without limitation, interior walls, heating, ventilation and every air conditioning systems, operating systems, fire sprinklers, alarms, all windows (interior and exterior), window frames, plate glass and glazing, plumbing systems (such as water and drain lines, sinks, toilets, faucets, drains, showers, and water fountains; but excluding any subsurface plumbing repairs resulting from defects in Building construction), electrical systems (such as panels, conduits, outlets, and lighting fixtures, including lamps, bulbs, tubes, and ballasts), heating and air conditioning systems (such as compressors, fans, air handlers, ducts, mixing boxes, thermostats, time clocks, supply and return grills), interior surfaces of the Premises, store fronts, down mechanisms, latches, locks, skylights (if any), fire extinguishing systems and equipment, and all other interior improvements of any nature whatsoever, that are part thereof of the Premises. Tenant will keep such items in good ordergood, clean and first-class condition and repair, including, without limiting the generality limitation, through a janitorial service contract approved by Landlord, and by replacing such items as needed, and deliver to Landlord physical possession of the foregoingPremises at the termination of this Lease or any sooner expiration thereof, all equipment in good condition and repair, reasonable wear and tear excepted. All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural elements of the Premises or facilities specifically serving if the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired estimated cost of any item of repair or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces replacement is in excess of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoingOne Thousand Dollars ($1,000), Tenant shall first obtain Landlord's written approval of the scope of the work, the plans for the work, the materials to be used, and the contractor hired to perform the work. At Landlord's election, such maintenance responsibilities and charges shall be performed by Landlord and Tenant shall reimburse Landlord as additional rent the cost of such maintenance responsibilities and charges. If any of the above maintenance responsibilities jointly apply to Tenant and other tenant(s) of Landlord where there is common usage with other tenant(s) such additional rent shall be allocated to the Premises by square footage or other equitable basis as calculated and determined by Landlord. Landlord elects as of the Commencement Date to perform the foregoing maintenance obligations under this Section 10(a) at Tenant's cost and shall provide Tenant with a minimum of sixty (60) days advance notice prior to rescinding such election and returning the implementation of such responsibility to Tenant. Notwithstanding such election as of the Commencement Date by Landlord, Landlord shall not be required liable to make Tenant for the failure to provide any such repairs maintenance obligation, nor shall such failure provide Tenant with any remedy under this Lease, until such time as Landlord has received written notice from Tenant detailing such failure and reasonable opportunity perform such obligation, or transfer such obligation to the extent occasioned by the negligent act or omission or willfulTenant as permitted under this Section, following receipt of such notice.

Repairs and Maintenance. 9.1 7.1 Landlord's Obligations. Landlord shall maintain, at its sole cost and expense, shall be responsible for the repair, maintenance andreplace and keep in good operating and in a condition comparable to similar properties in the Fairfax, if necessary, replacement of the structural elementsVirginia area, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Common Areas (as defined in Section 39 below) (including, without limitation, the Declaration) for lobbies, elevators, stairs, parking areas, grounds, loading areas and corridors), the use roofs, foundations, load-bearing elements, conduits and structural walls and other structural elements of Parcel 2 the Building, the underground utility and sewer pipes of the Buildings, all systems (including sewerbase building mechanical, gaselectrical, electrical plumbing, HVAC system and water lines) serving the Premises to sprinkler system and other fire and life-safety systems, the point cost of connection to Building 2. Tenant which shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except be included within Operating Costs except to the extent of set forth in Section 9.6, hereof, provided that, (i) any capital repairs or replacements to the Building shall be conducted at Landlord's obligations sole expense, except to the extent provided in Sections 9.1 clause (ii) below, and 9.2 hereofin Section 9.6 of this Lease, Tenant shall, at its expense, keep and maintain (ii) to the Premises and every part thereof in good order, condition and repair, including, without limiting extent the generality need for any capital repairs or capital replacements arises as a the result of the foregoingnegligence or willful misconduct of Tenant (or Tenant's agents, all equipment or facilities specifically serving the Premisesemployees, such as plumbingcontractors, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if invitees (while within the Premises), fixturesassignees or sub-tenants) and the same is not covered under the policies of casualty insurance which are required to be carried by the parties pursuant to this Lease (in which case the proceeds of such insurance will be utilized to satisfy the cost thereof), interior walls, interior surfaces the cost of exterior walls, ceilings, floors, windows, doors, plate glasssuch capital repairs or replacements shall be reimbursable by Tenant to Landlord as additional rent under this Lease, and skylightssuch reimbursement shall be due not later than ten (10) business days after Landlord's written demand therefore. Notwithstanding Any latent defects in the foregoing, Buildings discovered by Tenant or Landlord within eighteen (18) months of the Commencement Date shall be timely repaired by Landlord as its sole cost and expense (and not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulas an Operating Cost).

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of (a) Tenant, its agentsthroughout the term of this lease, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep take good care of and maintain in good order and condition, and shall be responsible for all repairs and replacements (ordinary and extraordinary, foreseen and unforeseen) to (i) the Premises (but not the Base Building Premises Components, except as provided below), and every part thereof in good order, condition and repair, including, without (ii) all Tenant's Improvements whether within or outside of the Premises. Without limiting the generality of the foregoing, Tenant, at its expense, shall promptly replace all equipment damaged or facilities specifically serving broken doors (including, without limitation, entrance doors) and all interior glass in and about the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required responsible for any repairs or replacements under this Section 13.01(a) to the extent that Landlord is responsible for the same under Section 13.02(b) hereof. (b) Tenant, in addition, shall be responsible for all repairs and replacements, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, in and to (x) the Real Property outside of the Premises (exclusive of any Tenant Improvements outside of the Premises) and (y) the Base Building Premises Components (whether within or outside of the Premises), in each case, to the extent the need for which arises out of (i) the performance of Alterations, or the installation, use, operation or existence of any Tenant's Improvements or Tenant's Property (provided, however, that Tenant shall not be responsible therefor under this (c) The maintenance, repairs and replacements for which Tenant is responsible pursuant to the provisions of this Section 13.01 (herein called "TENANT REPAIRS") shall be performed in accordance with the following provisions: (1) Tenant shall perform all Tenant Repairs for which Tenant is responsible pursuant to Section 13.01(a) above promptly, at its expense, and in a manner which will not interfere (in other than a de minimis manner) with the use of the Building by others. If, and to the extent that, such Tenant Repairs are to Tenant's Improvements located outside the Premises or otherwise require work to be performed outside of the Premises, then (i) such work shall be performed only at such time or times as are reasonably designated by Landlord, and, at Landlord's option, under the supervision of Landlord or its designated representative, (ii) Landlord shall have the right to coordinate such work with any work then being undertaken by Landlord or by any other tenants of the Building, and (iii) Tenant, within thirty (30) days after a written demand therefor, shall reimburse Landlord all supervision and coordination costs incurred by Landlord pursuant to clauses (i) or (ii) above (whether incurred to Landlord's employees or outside parties); provided, however, that, in cases of emergency, Tenant, subject to the rights of other tenants, may perform such work at any time or times (to the extent necessitated by such emergency), so long as Tenant, immediately prior to commencing any such work, shall give Landlord notice of the emergency and the work to be performed (which notice may be oral and shall be given to the applicable Building Office or, if such Building Office is closed, the Building's security desk). (2) Landlord, at its option, may elect to perform Tenant Repairs for which Tenant is responsible pursuant to Section 13.01(b) above (each, a "TENANT BUILDING REPAIR") at Tenant's expense. If Tenant notifies Landlord of the need for any Tenant Building Repair, then Landlord shall promptly notify Tenant as to whether Landlord elects to perform such Tenant Building Repair, at Tenant's expense, or to have Tenant perform such repair. In all cases, except in cases of emergency (in which cases Landlord need not so notify Tenant), Landlord, prior to commencing any Tenant Building Repair, shall notify Tenant that Landlord has elected to perform the same at Tenant's expense. (A) To the extent that Landlord elects to perform any Tenant Building Repair at Tenant's expense, (i) Landlord shall perform the same promptly, and the provisions of Section 35.15 shall apply in respect thereof, and (ii) Tenant, within thirty (30) days after a written demand therefor, shall reimburse Landlord all of Landlord's out-of-pocket costs reasonably incurred in connection with such Tenant Building Repair. Tenant, at its own expense, shall have the right to monitor the progress of Tenant Building Repair undertaken by Landlord. (B) To the extent that Landlord elects to have Tenant perform any Tenant Building Repair, (i) Tenant shall perform the same promptly, at its expense, and in a manner which will not interfere (in other than a de minimis (a) Except to the extent that Tenant shall be responsible for the same pursuant to the provisions of Section 13.01(a) or (b) above, Landlord, at its expense, shall make repairs and replacements to, and otherwise keep and maintain (in a condition befitting a first-class downtown Manhattan office building), the Base Building, other than those portions of the Base Building which are not Base Building Premises Components and which do not affect, or affect only to a de minimis extent, (i) Tenant's use and occupancy of the Premises, (ii) access to the Premises, (iii) the provision of Building Services to the Premises, and (iv) Tenant's right or ability to perform Alterations which would otherwise be permitted hereunder. (b) Landlord, in addition, shall be responsible for all repairs and replacements, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, in and to the Premises, Tenant's Improvements and Tenant's Property, in each case, to the extent, the need for which arises out of (i) the performance of any work in the Premises by Landlord, or person authorized by Landlord to enter the Premises, or any of their respective employees, agents or contractors (provided, however, that Landlord shall not be responsible therefor under this clause (i) to the extent that the repair or replacement in question would not have been needed but for a violation by Tenant of its obligations under this lease), (ii) the conduct of alterations, additions, improvements or changes in the Building by Landlord or any of its employees, agents or contractors, (iii) any violation by Landlord of this lease, or (iv) the negligence or intentional misconduct of Landlord or any of its employees, agents, contractors or invitees (any such repairs and replacements being herein called "LANDLORD'S ADDITIONAL REPAIRS"). Tenant, at its option, may elect to perform any of Landlord's Additional Repairs at Landlord's expense. If Landlord notifies Tenant of the need for any Landlord's Additional Repairs, then Tenant shall promptly notify Landlord as to whether Tenant elects to perform such Landlord's Additional Repairs, at Landlord's expense, or to have Landlord perform such repair. In all cases, except in cases of emergency (in which cases Tenant need not so notify Tenant), Tenant, prior to commencing any Landlord's Additional Repairs, shall notify Landlord that Tenant has elected to perform the same at Landlord's expense. To the extent that Tenant elects to perform any Tenant Building Repair at Landlord's expense, (x) Tenant shall perform the same in accordance with the provisions of Section 13.01(c)(1), applied mutatis mutandis (except that the same shall be performed at Landlord's expense and the provisions of Section 13.01(c)(iii) shall not so apply), and (y) Landlord, within thirty (30) days after a written demand therefor, shall reimburse Tenant all of Tenant's out-of-pocket costs reasonably incurred in connection with such Landlord's Additional Repair. 13.03. All maintenance, repairs and replacements performed by Tenant in the Building (including without limitation Tenant Repairs performed by Tenant and Landlord's Additional Repairs performed by Tenant, but specifically excluding any maintenance, repairs and replacements performed by Tenant to Tenant's Property (as opposed to Tenant's Improvements)) shall be performed using only contractors which have been approved or -82- 87 designated by Landlord in accordance with the provisions of Sections 11.04 hereof, applied mutatis mutandis with respect to such maintenance, repairs and replacements. The provisions of Sections 11.05 and 11.07 hereof, as well as any other provisions of Article 11 relating to the standards and/or prosecution of work in the Building, shall likewise apply, mutatis mutandis, to maintenance, repairs and replacements performed by Tenant pursuant to this Article 13. 13.04. Tenant shall have the right, as well as the obligation, to perform the maintenance, repairs and replacements for which it is responsible under Section 13.01(a) above, subject, in all cases, to the other provisions of this Article 13. In respect thereof, it is agreed that Tenant's right to repair and replace any Tenant Improvements shall include only (i) the right to repair such Tenant Improvements, as needed, without modification or change thereto, and (ii) the right to replace such Tenant Improvements or any portion thereof, as needed, without modification or change thereto; it being understood that any modifications or changes to any Tenant Improvements shall be deemed Alterations and may be performed only subject to and in accordance with Article 11 hereof. In addition, the right of Tenant to replace, as opposed to repair, any Tenant Improvements located outside the Premises shall, notwithstanding anything to the contrary contained herein, be deemed to allow Tenant to replace such Tenant Improvements or a portion thereof (as opposed to repairing the same) only to the extent occasioned that (x) such Tenant Improvements are of such a nature that the same can only be replaced and not repaired, or (y) the repair of the same is not feasible in light of the damage or defect in question. 13.05. Except as expressly set forth in this lease, Landlord shall have no liability to Tenant, nor, except as expressly set forth in Section 33.01, 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 arising from Landlord's making any repairs or changes which Landlord is required or permitted by this lease, or required by law, to make in or to the Building, including without limitation the Premises. The provisions of this Section 13.05 shall not absolve Landlord of its obligations to comply with the provisions of Section 35.15 hereof. 13.06. This Article 13 shall not be applicable, to any extent, to any fire or other casualty referred to in Article 19, or to any repairs or replacements of any damage or destruction resulting therefrom; the same shall be governed by the negligent act or omission or willfulother applicable provisions of this lease, including Articles 9 and 19.

Repairs and Maintenance. 9.1 Landlord(a) Except as specifically otherwise provided in subparagraphs (b) and (c) of this Section, Tenant, at its sole cost and expenseexpense and throughout the Term of this Lease, shall be responsible for keep and maintain the repairPremises in good order and condition, maintenance andfree of accumulation of dirt and rubbish, if necessary, replacement of the and shall promptly make all non-structural elements, the roof structure, foundation repairs necessary to keep and the structural integrity of floor slabs of Building 2, provided that maintain such good order and condition. Tenant shall pay for have the cost option of any replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant's desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the extent occasioned Premises within a reasonable time of notice to Landlord and shall charge Tenant for such services at Landlord's standard rate (such rate to be competitive with the market rate for such services). When used in this Section, the term "repairs" shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the negligent actBuilding and the Premises. (b) Landlord, omission or willful misconduct throughout the Term of Tenantthis Lease and at Landlord's sole cost and expenses, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only shall make all necessary repairs to the extent footings and foundations and the structural steel columns and girders forming a part of the Premises. (c) Landlord shall maintain all base Building HVAC systems, plumbing and electric systems serving the Building and the Premises. Tenant shall be solely responsible for all supplemental HVAC serving the Premises exclusively. Tenant's Share of Landlord's cost for base Building HVAC, electric and plumbing service, maintenance and repairs, as limited under Section 5 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Section 5 hereof. (d) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the Premises and the common areas, including the roof, walls, exterior portions of the Premises and the Building, utility lines, equipment and other utility facilities in the Building, which serve more than one tenant of the Building, and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and other exterior improvements for the Building; provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair or Landlord has actual knowledge of the need to make such repair. Tenant shall pay its Tenant’s Share of the cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained all repairs, as limited under Section 5 with respect to capital repairs, to be performed by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant this Paragraph 14(d) as Additional Rent as provided in Article 10 Section 5 hereof, . (e) Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises common areas appurtenant to the point Building and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of connection to Building 2accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Tenant shall give pay Tenant’s Share of the cost of all work to be performed by Landlord prompt written notice of any damage pursuant to this Paragraph (e) as Additional Rent as provided in Section 5 hereof. Landlord’s obligation to provide snow removal services shall be limited to the Premises requiring repair parking areas and the sidewalk entrances to the Building. (f) Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common areas made necessary by a negligent or willful act or omission of Tenant or any employee, agent, contractor, or invitee of Tenant shall be made at the sole cost and expense of Tenant, except to the extent of insurance proceeds received by Landlord. 9.3 Except to (g) Landlord shall provide Tenant with janitorial services for the extent Premises Monday through Friday of Landlord's obligations each week in accordance with the guidelines set forth in Exhibit "D" attached hereto and the Tenant shall pay its Tenant’s Share of the cost thereof as Additional Rent as provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulSection 5 hereof (“Janitorial Expenses”).

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of 8.4.1. Tenant, its agentsthroughout the Term, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, make all needed repairs to Tenant’s Improvements and Tenant’s Property, the Supplemental HVAC Unit (to the extent Tenant elects to use same). Tenant shall also be responsible for the cost of repairs made by Landlord to the Building (including but not limited to the Premises) to the extent that the need for the same arises out of (i) Tenant’s performance of Alterations, (ii) the operation, use or presence of any Tenant’s Improvements, or the installation, operation, use or presence of Tenant’s Property, (iii) the moving of any Tenant’s Improvements or Tenant’s Property, or (iv) any breach of Tenant’s obligations under this Lease, or any negligent or wrongful act or omission by Tenant or any Tenant Party. 8.4.2. Landlord, throughout the Term, shall keep and maintain maintain, and make all needed repairs in and to, the Building and the Premises to the extent that the need for the same arises out of any negligence or willful misconduct of Landlord or any Landlord Party. In addition, as requested by Tenant and every part thereof as Landlord reasonably deems necessary, Landlord shall maintain, repair and replace (i) all damaged or broken fixtures, walls, ceilings, floors and floor coverings within the Premises (unless due to normal wear and/or tear or caused by Tenant), and (ii) all Building Systems located in good orderor serving the Premises (excepting lighting fixtures, condition lighting, tubes, lamps, bulbs and repairballasts), including, without limiting subject to the generality provisions of the foregoing, all equipment or facilities specifically serving Section 4.5 regarding Landlord’s access to the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired and excepting any Alterations or unfired pressure vessels, fire hose connections if Tenant’s Property or Tenant’s Improvements within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, excluding damage caused by Tenant shall not be required to make any such repairs (other than ordinary wear and tear and damage covered by insurance to the extent occasioned by of such coverage). Landlord shall undertake reasonable efforts to perform all maintenance, repairs and replacements pursuant to this Section promptly after Landlord learns of the negligent act need for such maintenance, repairs and replacements; provided, however, that in cases of “emergency” (i.e., circumstances which, if not addressed promptly, could result in material damage to persons and property, and/or damage or omission destruction to or willfulof a structural component or Building System which materially impairs Tenant’s ability to utilize the Premises as intended for more than twenty-four (24) consecutive hours), Landlord shall perform any maintenance, repairs and replacements as soon as reasonably practicable after it learns of the need for such maintenance, repairs and replacements. Such repairs shall be made at Landlord’s expense, except as provided in Section 8.4.1 above.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 A. Subject to reimbursement by Tenant as provided in Article 10 hereofprovisions of paragraph 15, Landlord Lessor shall keep and maintain in good order, condition and repair (including replacement as necessary), the roof covering and the exterior surfaces structural elements of the Premises including the roof, roof membrane, paving, floor slab, foundation, exterior walls walls, landscaping, irrigation and window frames 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 days of Building 2 (exclusive Lessor's invoice to Lessee therefor, Lessee's pro-rata share of doorssuch repairs, door framesreplacements, door checks and other entrances and windows)alterations or improvements. Notwithstanding the foregoing, all Outdoor Areas (defined in Section 10.1) on Parcel 2if the reason for any repair, all Shared Areas (as defined in 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 Declaration) for costs or expense to remedy the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlordsame. 9.3 B. Except to the extent of Landlord's obligations as expressly provided in Sections 9.1 and 9.2 hereofSubparagraph A above, Tenant Lessee shall, at its expensesole cost, keep and maintain the entire Premises and every part thereof in good order, condition and repairthereof, including, without limiting limitation, the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doorswindow frames, plate glass, glazing, truck doors, doors, all door hardware, interior of the Premises, interior walls and skylightspartitions, and electrical, plumbing, lighting, heating, and air conditioning systems in good and sanitary order, condition, and repair. Notwithstanding anything to the contrary in this Lease, Lessor shall perform and construct, and Lessee shall have no responsibility to perform, construct, pay directly or to reimburse Lessor, for any repair, maintenance or improvement (i) necessitated by the acts or omissions of Lessor or its agents, employees or contractors, (ii) occasioned by fire, acts of God or other casualty (subject to the provisions of Section 9) or by the exercise of the power of eminent domain, (iii) for which Lessor has a right of reimbursement from others, or (iv) which would be treated as a "capital expenditure" under generally accepted accounting principles. Notwithstanding the foregoing, Tenant Lessee shall not be pay for the costs set forth in (iv) as provided in Sections 11.A, 12 and 18 of this Lease. 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 cost of such maintenance or 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 rights to make any such repairs to at the extent occasioned by the negligent act or omission or willfulexpense of Lessor, as provided in Section 942 of said Civil Code.

Repairs and Maintenance. 9.1 Landlord14.01 Landlord shall, as a Cost of Operation, keep and maintain the Building and its fixtures, appurtenances, systems and facilities (including the central heating, ventilating and air conditioning systems and the central or core elevator and plumbing systems), serving the Demised Premises, in good working order, condition and repair (but any auxiliary or supplementary heating, ventilating or air conditioning units or equipment, plumbing fixtures, serving only the Demised Premises shall be Tenant's responsibility under Section 14.02 hereof), and Landlord shall, as a Cost of Operation make all repairs to preserve the strength of the structural components of the Building, interior and exterior, as and when needed in the Building, except as indicated in the second sentence of Section 14.02, except further for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease, and subject to all other provisions of this Lease, including but not limited to the provisions of Article 15. 14.02 Tenant shall take good care of the Demised Premises and the fixtures and appurtenances therein and thereto (including, without limitation, windows and doors adjoining, or used exclusively in connection with, the Demised Premises), and at its sole cost and expense shall pay for all repairs thereto, as and when needed to preserve them in good working order and condition except as otherwiseprovided in Section 14.01 hereof. In addition, Tenant, at its sole cost and expense, shall pay for all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building as shall be responsible for required by reason of (a) the repairperformance or existence of work by Tenant necessary to suit the Demised Premises to Tenant's initial occupancy or in connection with Tenant's Changes, maintenance and(b) the installation, if necessaryuse or operation of Tenant's Property in the Demised Premises, replacement (c) the moving of Tenant's Property in or out of the structural elementsBuilding, or (d) the roof structuremisuse or neglect of Tenant or any of its employees, foundation agents, or contractors. As soon as any such repair is required, Tenant shall notify Landlord, who shall, in turn, at its option, either make such repair (at charges computed under Section 4.07 as though such repairs were "extra materials and the structural integrity of floor slabs of Building 2work", provided that and Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord therefor pursuant to Section 14.2. 9.2 Subject 4.09) or notify Tenant to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2make such repairs. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make responsible, and the Landlord shall be responsible, for any such repairs to the Demised Premises as are required by reason of the negligence of the Landlord, its employees, agents or contractors. 14.03 Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord or any tenant making repairs or changes or performing maintenance services, whether or not Landlord is required or permitted by this Lease or by law to make such repairs or changes or to perform such services in or to any portion of the Building or Demised Premises, or in or to the fixtures, equipment, or appurtenances of the Building or the Demised Premises, provided that Landlord shall be reasonably diligent with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant and otherwise in such manner and to the extent occasioned by practical as will not unreasonably interfere with Tenant's use and occupancy of the negligent act or omission or willfulDemised Premises. 14.04 When used in this Lease the term "repair" shall be deemed to include restoration and replacement as may be necessary to achieve and/or maintain good working order and condition.

Repairs and Maintenance. 9.1 Landlord14.01 Landlord shall, as a Cost of Operation, keep and maintain the Building and its fixtures, appurtenances, systems and related facilities (including the central heating, ventilating and air conditioning systems and the central or core elevator and plumbing systems), serving the Demised Premises, in good working order, condition and repair (but not auxiliary or supplementary heating, ventilating or air conditioning units or equipment, plumbing fixtures, serving only the Demised Premises shall be Tenant's responsibility under Section 14.02 hereof), and Landlord shall, as a Cost of Operation make all repairs to preserve the strength of the structural components of the Building, interior and exterior, as and when needed in the Building, except as indicated in the second sentence of Section 14.02, except further for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease, and subject to all other provisions of this lease, including but not limited to the provisions of Article 15. 14.02 Tenant shall take good care of the Demised Premises and the fixtures and appurtenances therein and thereto (including, without limitation, windows and doors adjoining, or used exclusively in connection with, the Demised Premises), and at its sole cost and expense shall pay for all repairs thereto, as and when needed to preserve them in good working order and condition except as otherwise provided in Section 14.01 hereof. In addition, Tenant, at its sole cost and expense, shall pay for all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises and the Building as shall be responsible for required by reason of (a) the repairperformance or existence of work by Tenant necessary to suit the Demised Premises to Tenant's initial occupancy or in connection with Tenant's Changes, maintenance and(b) the installation, if necessaryuse or operation of Tenant's Property in the Demised Premises, replacement (c) the moving of Tenant's Property in or out of the structural elementsBuilding, or (d) the roof structuremisuse or neglect of Tenant or any of its employees, foundation and agents, or contractors. As soon as any such repair is required, Tenant shall notify Landlord, who shall, in turn, at its option, either make such repair (at the structural integrity Work Charge), or notify Tenant to make such repairs. 14.03 Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant by reason of floor slabs any inconvenience, annoyance, interruption or injury to business arising from Landlord or any tenant making repairs or changes or performing maintenance services, whether or not Landlord is required or permitted by this Lease or by law to make such repairs or changes or to perform such services in or to any portion of the Building 2or Demised Premises, or in or to the fixture, equipment, or appurtenances of the Building or the Demised Premises, provided that Landlord shall be reasonably diligent with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant shall pay for the cost of any and otherwise in such repairs manner and to the extent occasioned by practical as will not unreasonably interfere with Tenant's use and occupancy of the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2Demised Premises. 9.2 Subject 14.04 When used in this Lease the term "repair" shall be deemed to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep include restoration and maintain in good repair (including replacement as necessary), the roof covering may be necessary to achieve and/or maintain good working order and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlordcondition. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 17.01 Tenant shall, throughout the Term, be responsible for all repairs and maintenance in and to the Building both interior and exterior, and shall take good care of the Demised Premises, the fixtures and appurtenances therein. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be 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 Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) approved by Landlord. Tenant shall be responsible for the cost and expense of all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, and the Building (including the facilities and systems thereof) and the Land the need for which arises out of (a) the performance of existence of the Tenant’s Work or 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, (d) roof wear and tear or (e) the act, omission, misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. All repairs made by Tenant shall be equal in quality and class to the original work and shall be made in compliance with all Legal Requirements, and as to policies of insurance, the Insurance Requirements. 17.02 Tenant shall not permit or suffer the overloading of the floors of the Demised Premises beyond two hundred fifty (250) pounds per square foot. 17.03 Tenant, at its sole cost and expense, also shall repair, replace and/or restore as appropriate and keep clean and free from dirt, snow, ice, rubbish, obstructions and encumbrances, the Demised Premises and the sidewalks, landscaping (including lawn areas), vaults, sidewalk hoists, gutters, railings, curbs and paved areas (whether in driveways, parking areas or access easements) in front of or adjacent to the Demised Premises. 17.04 Tenant shall not permit any of its licensees, agents, employees or contractors to use the Demised Premises, any access areas, or any property adjacent thereto, as a dumping ground for rubbish or any other waste products. Trash, garbage, or other waste shall not be kept except in proper sanitary containers and in accordance with any applicable Legal Requirements. All incinerators or other equipment for the disposal or storage of such material shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation kept in a clean and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2sanitary condition. 9.2 Subject to reimbursement by Tenant 17.05 Except as otherwise expressly provided in Article 10 hereofthis Lease, Landlord shall keep have no liability to Tenant, nor shall Tenant’s covenants and maintain obligations under this Lease be reduced or abated in good repair (including replacement as necessary)any manner whatsoever, the roof covering and the exterior surfaces 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 make in or to any portion of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by LandlordBuilding. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 17.01. Except as specifically provided in Article 17.02 below, Tenant shall, throughout the Term, take good care of the Demised Premises, the fixtures and appurtenances therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain the Demised Premises including without limitation all building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning ("HVAC") systems (whether located in the interior of the Demised Premises or on the exterior of the Building) in a clean and orderly condition. Tenant shall, at Landlord's option, keep and maintain in a clean and orderly condition all HVAC systems and any other mechanical or other systems exclusively serving the Demised Premises which are located in whole or in part outside of the Demised Premises (it being understood and agreed that if Landlord shall elect to keep and maintain said systems, then the cost of same shall be included in Operating Expenses). Tenant shall keep and maintain all exterior components of any windows, doors, loading bay doors and shelters serving the Demised Premises in a clean and orderly condition. The phrase "keep and maintain" as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall not permit or suffer any over-loading of the floors of the Demised Premises. Tenant shall be responsible for all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, and the Building (including the facilities and systems thereof and the Common Areas the need for which arises out of (a) the performance or existence of the Tenant's Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. 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 its sole 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 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 responsible for the repairall repairs, maintenance and, if necessary, 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. The Tenant shall also arrange for its own cleaning services and rubbish removal, subject to the right of Landlord, at Landlord's option to perform such services and include the cost of such services in Operating in Expenses. Tenant shall promptly make all repairs in or to the Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) designated by Landlord. 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. Notwithstanding anything herein contained to the contrary, Landlord shall be responsible for repairs to the Demised Premises caused by the negligent acts or willful misconduct of Landlord or its agents. 17.02. So long as Tenant is not in default of this Lease, Landlord shall make all structural elementsrepairs and replacements to the Demised Premises (i.e., repairs to the concrete slab, load bearing walls and structure supporting the roof structuremembrane) at Landlord's cost and expense (unless the result of the act, foundation omission, misuse or neglect of Tenant or its' employees, agents, contractors or invitees, in which case Landlord shall perform such repairs or replacements to the structure at Tenant's expense). Further, so long as Tenant is not in default of this Lease, Landlord shall maintain and make all repairs and/or replacements to the roof membrane above the Demised Premises. The cost of such maintenance, repair and/or replacement to the roof membrane shall be included in Operating Expenses; provided, however, to the extent any such repair and/or replacement to the roof membrane constitutes a capital improvement, Landlord shall make said capital improvement to the roof membrane, and Tenant shall be responsible for that portion of the cost of said capital improvement as is determined by amortizing said cost over the useful life of the capital improvement; an annual amount equal to the amortized cost of the capital improvement shall be paid by Tenant, as an Operating Expense, over the then remaining Term (or extension thereof the Lease. Landlord shall keep and maintain the Common Areas and shall procure landscaping and snow removal services for the Building and the structural integrity of floor slabs of Building 2cost thereof shall be included in Operating Expenses, provided that for which Tenant shall pay for Tenant's Fraction. 17.03. Tenant shall not permit or suffer the cost overloading of the floors of the Demised Premises beyond 250 pounds per square foot, or lesser amount as may be applicable to any mezzanine area. 17.04. Except as otherwise expressly provided in this Lease, Landlord 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 such repairs 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 make in or to any portion of the Building. 17.05. Notwithstanding anything herein contained in this Lease to the contrary, Landlord hereby agrees to provide Tenant with a one (1) year warranty with respect to the mechanical systems in the Demised Premises. The one (1) year warranty period shall run from the Commencement Date, During the warranty period, Landlord shall be responsible to perform all maintenance, repair and replacement in and to the mechanical systems in the Demised Premises unless and to the extent occasioned caused by the negligent act, omission or willful misconduct negligence of Tenant, its agents, representatives, employees, contractors or invitees, licensees in which case Tenant shall be responsible for such maintenance, repair or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2replacement. Tenant shall give notify Landlord prompt written notice immediately upon learning of any damage required repair in and to the mechanical systems in the Demised Premises requiring repair by Landlordduring the warranty period. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 Landlord, (a) Lessee shall at all times during the Term at its sole own cost and expense, shall be responsible for the expense repair, maintenance andmaintain, if necessary, replacement of the structural elements, the roof structure, foundation keep and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs make replacements to the extent occasioned by the negligent actPremises, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all equipment, fixtures and mechanical systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage within or necessarily incidental to the Premises requiring repair and the Building, and any other improvement now or hereafter made to the Premises and the Building in good order and repair, as a careful owner would do, and Lessee covenants to perform such maintenance, to effect such repairs and replacements at its own cost and expense as and when necessary or reasonably required so to do by LandlordLessor (provided, however, Lessee shall not be required to -------- ------- make any capital repairs or improvements that relate exclusively to space located on the fifth (5th) and ninth (9th) floors of the Buidling). 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, (b) Lessee shall keep and maintain the Premises and every part thereof the Building in good first class order, condition and repairrepair throughout the term of this Lease, as same may be renewed, including, without limiting limitation, the generality roof, ceiling, walls, floor and foundation of the foregoingBuilding, and all trade fixtures and other fixtures and equipment contained therein (including, but not limited to, all equipment or facilities specifically serving elevators located in the PremisesBuilding), such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, exterior and interior walls, interior surfaces portions of exterior walls, ceilings, floorsall doors, windows, doorsglass, plate glass, store fronts, locks, hardware, signs, or any casing, frames or caulking which support or surround same, any damages caused by wood-destroying organisms, and skylightsall plumbing, sewage, sprinkler, electrical, wiring, heating, ventilating and air conditioning equipment and systems. Notwithstanding Any and all such repairs shall be performed at Lessee's sole expense with materials and labor of such kind and quality equal or superior to the foregoingoriginal work. Lessee shall permit no waste, Tenant damage or injury to the Premises or the Building or any part or system thereof. Lessee's obligation under this Paragraph 7(b) shall include the obligation to repair all structural and non-structural items, exterior and interior items, including, without limitation, the sidewalks, driveways, parking areas and parking lots, and all landscaped areas, lawns, grounds and streets in front of or appurtenant to same (provided, however, -------- ------- Lessee shall not be required to make any capital repairs or improvements that relate exclusively to space located on the fifth (5th) and ninth (9th) floors of the Buidling). Lessee shall not violate, nor permit Lessor or the Premises to be in violation of, any Laws, and Lessee shall pay any and all costs and expenses incident to such compliance, and perform all repairs related thereto, and Lessee shall and does hereby indemnify and hold harmless Lessor from and against any and all costs, expenses, claims and damages by reason of any violations of any Laws affecting or imposed upon the Premises or any portion thereof, whether or not same relate to or be for a period prior to the Commencement Date of this Lease, or relate to or involve any extraordinary or ordinary, or structural or non-structural, change and irrespective of whether such Laws or Repairs be of a kind that might be deemed to be within the contemplation of the parties hereto. In the event Lessee fails to so make such Repairs, as required hereunder, Lessor may do so, during the term hereby granted as same may be renewed, or after the expiration thereof, and all costs and expenses consequent or in any way related thereto, shall be promptly repaid by Lessee to Lessor as additional rent hereunder. (c) Lessee shall at all times keep the Premises and the Building in neat, clean and sanitary condition and will not allow any refuse or garbage, or cartons or like material resulting from deliveries, or loose or waste material to accumulate in or about the Premises or the Building. All trash, rubbish, waste material and other garbage must be disposed of by Lessee on a regular basis, at Lessee's sole expense. In the event Lessee fails to clean in accordance with this Paragraph 7 upon written notice from Lessor so to do, Lessor may clean the same and the cost thereof will be paid by Lessee to Lessor upon demand as additional rent. (d) Before commencing any material repairs, replacements, maintenance, alteration, decoration or improvements set out above, or elsewhere referred to in this Lease, Lessee shall obtain Lessor's written approval, which approval shall not be unreasonably withheld or denied, and will, if required by Lessor to do so, submit plans and specifications therefor. Any repairs, replacements, maintenance, alterations, decorations or improvements so done by Lessee must be carried out in a good and workmanlike manner. (e) If Lessee refuses or neglects to repair properly as required hereunder and to the reasonable satisfaction of Lessor, Lessor may make such repairs without liability to Lessee for any loss or damage that may accrue to Lessee's merchandise, fixtures or other property or to Lessee's business by reason thereof, and upon completion thereof, Lessee shall pay Lessor's actual reasonable costs in the extent occasioned by circumstances for making such repairs, immediately upon presentation of a ▇▇▇▇ therefor. (f) Lessee waives the negligent act provisions of any applicable law or omission regulation that would require Lessor to maintain the Premises in a tenantable condition or willfulwould provide Lessee with the right to make repairs and deduct the cost of those repairs from the rent.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 26, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 6 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 6 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 26, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 6 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 26. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's ’s obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulwillful misconduct of Landlord, its agents, employees, or contractors. Tenant shall keep its sewers and drains open and clear to the perimeter of the Premises, and shall keep the hallways and/or sidewalks and common areas adjacent to the Premises clean and free of debris created by Tenant. Tenant shall reimburse Landlord on demand for the cost of damage to the Premises, Building 6 or Landlord’s Parcels caused by Tenant or its employees, agents, customers, suppliers, shippers, contractors, or invitees which is in excess of any proceeds received by Landlord from the insurance for Building 6 maintained by Landlord pursuant to Section 14.2. If Tenant shall fail to comply with the foregoing requirements within ten (10) days after notice from Landlord, Landlord may (but shall not be obligated to) effect such maintenance and repair, and the cost thereof together with interest thereon at the Interest Rate (defined below) shall be due and payable as Additional Rent to Landlord within thirty (30) days following receipt of Landlord’s written statement of such costs. 9.4 Tenant in keeping the Premises in good order, condition, and repair shall exercise and perform good maintenance practices including obtaining, at its expense, a contract for the repair and maintenance of the air conditioning and heating system, if any, exclusively serving the Premises and provide Landlord with a copy of said contract within thirty (30) days after Tenant takes possession of the Premises. The contract shall be for the benefit of Landlord and Tenant and in a form and placed with a licensed contractor satisfactory to Landlord. Tenant obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair, except the extent of Landlord’s obligations expressly set forth in this Lease. 9.5 Tenant shall not make any exterior or structural alterations, changes or improvements in or to the Premises or material modifications to any of the Base Building operating systems within the Premises without first obtaining Landlord’s prior written consent (which may be withheld by Landlord in its sole discretion as to exterior alterations, and which shall not be unreasonably withheld or delayed with respect to structural or Base Building system modifications), and all of the same shall be at Tenant’s sole cost. Landlord’s consent shall not be required for any interior cosmetic alterations or alterations not affecting Base Building exterior, structure or systems as referenced above, or for any alterations, changes, replacements or improvements to any interior nonstructural Special Tenant Improvements or any other elements of Tenant’s Work; provided that Tenant shall obtain required permits and comply with all other Legal Requirements and all requirements of Article 8 and Exhibit C regarding construction by Tenant and shall notify Landlord not less than ten (10) days prior to commencing any such alterations to give Landlord an opportunity to post a notice of non-responsibility. Landlord may impose as a condition of its consent (when required) such requirements as Landlord, in its reasonable discretion, may deem necessary, including but not limited to, the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen approved by Landlord, and that good and sufficient plans and specifications be submitted to Landlord at such times as its consent is requested. Further, Landlord’s consent to any alteration which Tenant proposes to make after the Commencement Date shall designate by written notice to Tenant any of the alterations, additions and improvements (collectively, “Alterations”) which Landlord will require Tenant to remove at the expiration or termination of the Lease and those Alterations (if any) which Tenant is not permitted to remove. If Landlord so designates, Tenant shall prior to the expiration of the Term promptly remove the Alterations designated to be removed and repair all damage caused by such removal at its cost and with all due diligence, and shall surrender the Premises with all Alterations which Tenant is required to leave. Unless Landlord designates as a condition to granting its consent to any Alterations that removal by Tenant is required or prohibited, Tenant shall have the right, but not the obligation to remove from the Premises the Alterations for which consent was obtained so long as Tenant promptly repairs any damage resulting from such removal. Except as otherwise expressly provided herein, all Alterations made by Tenant (specifically excluding Tenant’s furniture, trade fixtures and equipment) shall become the property of Landlord and a part of the realty and shall be surrendered to Landlord upon the expiration or sooner termination of the Term hereof.

Repairs and Maintenance. 9.1 17.01. Tenant shall, throughout the Term, take good care of the Demised Premises, the fixtures and appurtenances 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 including, without limitation, the roof, 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 lawn areas), curbing, paving whether in driveways, parking areas or access easements. The phrase "keep and maintain" as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall 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 repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, including the Building and Land and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of the Tenant's Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. 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 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 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 Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building 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 repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of the Building 2(excluding, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep roof and maintain in good repair (including replacement as necessary), the roof covering deck) and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its cost and expense, keep make all repairs and maintain replacements to the Premises structural elements thereof. For the purposes hereof structural shall mean footings, foundations, structural steel, exterior walls, and every part thereof load bearing members. Notwithstanding anything contained in good orderthe immediately preceding sentence to the contrary, condition Tenant shall be responsible for the ordinary day-to-day maintenance and repairrepairs to the exterior walls, including, without limiting the generality but not necessarily limited to, painting, sealing, and re-pointing. 17.03. Except as otherwise expressly provided in this Lease, Landlord 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 make in or to any portion of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylightsBuilding. 17.04. Notwithstanding the foregoing, Tenant shall not permit or suffer the overloading of the floors of the Demised Premises beyond 250 pounds per square foot, or lesser amount as may be required applicable to make any such repairs to the extent occasioned by the negligent act or omission or willfulmezzanine area.

Repairs and Maintenance. 9.1 LandlordLessee shall, at its Lessee's sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof the adjacent Park in good ordergood, clean and safe condition and repair, repair including, without but not limited to, repairing any damage caused by Lessee or its employees, representatives, agents, invitees, licensees or contractors. Without limiting the generality of the foregoing, Lessee shall be solely responsible for maintaining, repairing and replacing all equipment or facilities specifically serving interior plumbing and mechanical systems, heating, ventilation and air conditioning systems, interior electrical wiring and equipment, interior lighting, all interior glass in the Premises, such interior window casements, partitions, tenant signage, interior doors and door closers, fixtures, equipment, interior painting, and interior walls and floors of the Premises. Lessee's obligation to keep, maintain, preserve and repair the Premises and the adjacent Park shall specifically extend to the cleanup and removal of any and all Hazardous Materials (as plumbingdefined in Paragraph 29 below) occurring in, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired on or unfired pressure vessels, fire hose connections if within about the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned the same are introduced by or result from the actions of Lessee, its agents, representatives, employees, invitees, licensees, subtenants or contractors (collectively, "Lessee's Agents"). Subject to the provisions of Paragraphs 6 and 9 of this Lease and except for repairs rendered necessary by the intentional or negligent act acts or omission omissions of Lessee or willfulLessee's Agents, Lessor agrees, at Lessor's expense, subject to reimbursement pursuant to Paragraph 6 above, to keep in good repair the plumbing and mechanical systems exterior to the Premises, signage (exclusive of tenant signage), exterior electrical wiring and equipment, exterior lighting, all exterior glass, exterior doors and entrances, exterior window casements, exterior doors and door closer, exterior painting, and underground utility and sewer pipes outside the exterior walls of the Building. Lessor reserves the right, but without the obligation, to procure and maintain the heating, ventilation and air conditioning systems maintenance contract and if Lessor so elects, Lessee will reimburse Lessor for the cost thereof in accordance with the provisions of Paragraph 6 above. Except for repairs rendered necessary by the active or passive negligent acts or omissions of Lessee or Lessee's Agents, Lessor agrees, at Lessor's sole cost and expense, to keep in good repair the structural portions of the floors, foundations and exterior walls (exclusive of glass and exterior doors of the Premises), and the structural portions of the roof and membrane of the Building and any other repairs caused by the gross negligent acts or willful misconduct of Lessor Lessor's agents. Term of this Lease, Lessee shall thereafter be responsible for the cost of maintaining the roof membrane. Except for normal maintenance and repair of the items outlined above, Lessee shall have no right of access to or right to install any device on the roof of the Building nor make any penetrations of the roof of the Building without the express prior written consent of Lessor. If Lessee refuses or neglects or otherwise fails to repair and maintain the Premises and the Park properly as required herein and to the reasonable satisfaction of Lessor, within thirty (30) days after Lessor's written notice to Lessee (or if the failure is such that it cannot be corrected within thirty days, Lessee fails to commence the repair and maintenance within such thirty-day period or fails to thereafter to prosecute to completion such repair and maintenance within a reasonable time), Lessor may, but without obligation to do so, during reasonable times and in a manner designed to minimize interference with Lessee's business, make such repairs and/or maintenance without Lessor having any liability to Lessee for any loss or damage that may accrue to Lessee's merchandise, fixtures or other property, or to Lessee's business by reason thereof except as a result of the gross negligence or willful misconduct of Lessor, its agents, contractors or employees. In the event Lessor makes such repairs and/or maintenance, upon completion thereof Lessee shall pay to Lessor, as additional rent, the Lessor's actual out-of-pocket costs for making such repairs and/or maintenance, plus ten percent (10%) for overhead, upon presentation of a ▇▇▇▇ therefor, plus any Enforcement Expenses. The obligations of Lessee hereunder shall survive the expiration of the term of this Lease or the earlier termination thereof. Lessee hereby waives any right to repair at the expense of Lessor under any applicable Laws now or hereafter in effect respecting the Premises.

Repairs and Maintenance. 9.1 Landlord13.01. Tenant shall, at its sole cost and expense, throughout the term of this Lease, take good care of and maintain in good order and condition the Premises and the fixtures and improvements therein including, without limitation, the property which is deemed Landlord’s pursuant to Section 12.01 hereof and Tenant’s Property, except as otherwise expressly provided in the last sentence of this Section 13.01. Tenant shall be (i) responsible for all interior and non-structural repairs, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises, and (ii) (A) responsible for the cost of all repairs, interior and exterior, structural (subject to the terms and conditions of Section 13.05 below) and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and the Building and the facilities and systems thereof and (B) responsible for the cost of all interior and exterior structural repairs (subject to the terms and conditions of Section 13.05 below) in and to the Premises, which, in case of (A) and (B) above arise out of (a) the performance or existence of Alterations, (b) the installation, use or operation of Tenant’s Property, (c) the moving of Tenant’s Property in or out of the Building, (d) the act, omission, misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees or (e) design flaws in any of Tenant’s plans and specifications regardless of the fact that such Tenant’s plans may have been approved by Landlord. Tenant, at its expense, shall promptly repair or replace all scratched, damaged or broken doors and glass (and the solar film, if any, attached to the window glass) in and about the Premises, including, without limitation, entrance doors and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Premises and for all the repair, maintenance andand replacement of all horizontal portions of the systems and facilities of the Building within or exclusively serving the Premises, including without limitation the sanitary and electrical fixtures and equipment therein. All repairs in or to the Premises for which Tenant is responsible shall be promptly performed by Tenant in a manner which will not interfere with the use of the Building by other occupants; provided, however, any repairs in and to the Building and the facilities and systems thereof for which Tenant is responsible shall be performed by Landlord at Tenant’s expense which expense shall be commercially reasonable; 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 and amount as Landlord shall reasonably deem necessary to assure the payment for such work by Tenant (provided, however, if necessary, replacement Tenant satisfies the requirements of the structural elementslast sentence of Section 11.03(a) above, no such security shall be required). The exterior walls of the Building, the roof structureportions of any window ▇▇▇▇▇ outside the windows, foundation and the structural integrity windows are not part of floor slabs the premises demised by this Lease and Landlord reserves all rights to such parts of Building 2the Building. Notwithstanding the foregoing provisions of this Section 13.01, provided that Tenant shall pay not be responsible for the cost repairs to or replacements of any such repairs structural elements of the Building, except (subject to Section 13.05 below) to the extent occasioned by the negligent actneed for such repairs or replacements arises from the matters set forth in clauses (a), omission (b), (c), (d) or (e) of the second sentence of this Section 13.01 or from the negligence or willful misconduct of Tenant, its agents, employees, invitees, licensees agents or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 213.02. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided defective condition in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as any plumbing, heating, air conditioningair-conditioning or ventilation system or electrical lines located in, ventilatingservicing or passing through the Premises of which it has actual knowledge. Following such notice, electricalLandlord shall remedy the conditions, lighting facilitiesbut at the expense of Tenant if Tenant is responsible for same under the provisions of this Article 13; provided, boilershowever, fired with respect to latent defects in connection with Landlord’s Work, Landlord shall remain responsible for same during the term of this Lease and shall repair same upon Tenant’s notification of same (subject to Landlord’s right to dispute same). 13.03. Except as otherwise expressly provided in this Lease (including Section 35.04 below), Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this Lease be reduced or unfired pressure vesselsabated in any manner whatsoever, fire hose connections if within by reason of any inconvenience, annoyance, interruption or injury arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to the fixtures, equipment or appurtenances of the Building or the Premises; provided, however, that Landlord shall use reasonable efforts to the extent practicable to make such repairs and changes at such times and in such manner as to minimize interference with the conduct of Tenant’s business in the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant provided that Landlord shall not be required to make perform any such work on an overtime or premium-pay basis unless such repairs relate to the health and safety of the occupants of the Building or the Building itself or would adversely affect (to more than a de minimis extent) the ordinary conduct of Tenant’s business in the Premises. 13.04. Except as provided for in this Lease, Landlord shall, keep and maintain in good order and repair the following items in accordance with the standards of a first-class office building in downtown Manhattan of similar age and quality of the Building: (a) the lobbies, common corridors, sidewalks and other public areas of the Building; (b) the roof, exterior, load bearing columns, the structural integrity of the slab floors and the foundation of the Building and (c) the common facilities, risers and systems of the Building servicing the Premises, including, without limitation, main sprinkler line in the Building mechanical rooms, the Building’s fire alarm service (up to the point of connection by Tenant), HVAC, electrical, elevators, plumbing, fire protection and other Building Systems; provided, however, that Landlord shall not be liable for any defects or deficiencies thereof which shall be caused by Tenant’s equipment, alterations or installations, or which shall result from acts or omissions of Tenant, its contractors, employees, agents, representatives, licensees, subtenants or invitees. 13.05. Subject to the terms and conditions of Section 9.04 above and irrespective if same arises due to a party’s negligence or willful misconduct, (i) Landlord hereby acknowledges and agrees that if and to the extent occasioned by Tenant is liable to Landlord under this Lease for the negligent act cost of any structural repairs and/or damage to the core and shell of the Building, Landlord shall first look to its insurance coverage to pay for such cost, but only if and to the extent Landlord is covered for same, prior to seeking any reimbursement from Tenant for same (it being understood and agreed that Landlord shall be solely responsible for the payment of any deductible for Landlord’s policy in connection therewith) and (ii) Tenant hereby acknowledges and agrees that if and to the extent Landlord is liable to Tenant under this Lease for the cost of any repairs or omission damage to Tenant’s personal property or willfulthe improvements in the Premises, Tenant shall first look to its insurance coverage to pay for such cost, but only if and to the extent Tenant is covered for same, prior to seeking any reimbursement from Landlord for same (it being understood and agreed that Tenant shall be solely responsible for the payment of any deductible for Tenant’s policy in connection therewith).

Repairs and Maintenance. 9.1 (a) Subject to Paragraph 4, Landlord shall, at Landlord’s sole cost and expense, perform or cause to be performed, all necessary or appropriate maintenance, repairs and replacements, in a first class, good and workmanlike manner, to the “Structural Portions” (hereinafter defined) of the Building and to the exterior of the Leased Premises and of the Building so as to maintain same in first class condition and repair, except for repairs made necessary by the misuse or neglect of Tenant, or Tenant’s agents that are not covered or coverable by any policy of insurance required to be carried by Landlord under this Lease. As used herein, the term “Structural Portions” includes, without limitation, the foundation; roof structural supports; roof membrane; structural steel; load bearing walls; floors; ceilings and acoustical ceiling tiles; elevators; loading docks; parking lot surface and grading; exterior walls; exterior windows; exterior doors; pavement; curbing; sidewalks; retaining walls; downspouts; gutters; electrical, gas, water, plumbing, sewage and roof systems; and pipes and conduits for the furnishing of utilities to the Leased Premises and/or the Building. If the Leased Premises are rendered untenantable, in whole or in part, for a period of more than one (1) business day by the making of repairs, replacements or additions, other than those caused by misuse or neglect by Tenant, then there shall be a proportionate abatement of Rent and other charges during the period of such untenantability. (b) Subject to Paragraph 4, Landlord shall directly or indirectly, at Landlord’s sole cost and expense, operate, keep, maintain, repair and replace the Common Areas in first class condition and repair and in a clean, sightly and orderly condition, free of accumulation of litter, dirt, rubbish, snow and ice. Snow shall be removed before 6:30 a.m. Mondays-Saturday and within two (2) hours of any accumulation of two or more inches of snow. (c) Subject to Paragraph 4, Landlord shall, at Landlord’s sole cost and expense, directly or indirectly, conduct all maintenance of, and make all repairs, replacements, or improvements to, the Building, the systems and equipment in or serving the Building, Common Areas and the Leased Premises now or hereafter required to comply with all laws, ordinances, codes, rules, regulations, orders and directives, including, without limitation, all ADA and/or environmental requirements which apply to the Building, Common Areas or the Leased Premises generally. In addition, subject to Paragraph 4, Landlord, at its Landlord’s sole cost and expense, shall make or cause to be responsible for made all repairs, replacements, alterations, improvements or additions requiring expenditures in the repairnature of capital expenditures, maintenance andwhether such repairs, replacements, alterations, improvements and additions are structural or non- structural, if necessarysuch repairs, replacement of the structural elementsreplacements, the roof structurealterations, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs improvements or additions are or would be required to be made to the extent occasioned by the negligent act, omission Building or willful misconduct of Tenant, its agents, employees, invitees, licensees Common Areas generally or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of Leased Premises under any proceeds received by Landlord from laws, ordinances, codes, rules, regulations, orders or directives (including, without limitation, ADA and/or environmental requirements) that would be applicable to the insurance for Building 2 maintained by Landlord pursuant to Section 14.2Building, Common Areas or the Leased Premises. 9.2 Subject to reimbursement by Tenant (d) Except as otherwise provided in Article 10 hereof, Landlord shall keep Paragraph 4 and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereofthis Paragraph 8, Tenant shall, at its Tenant’s expense, keep and maintain the interior non-structural portions of the Leased Premises and every part thereof in good order, condition and repairrepair and make any other repairs to the Leased Premises that may be required due to the misuse of Tenant, includingso as to tender the Leased Premises to Landlord at lease termination in substantially the same condition as received, without limiting the generality of the foregoingexcept for any alterations or improvements made in accordance with Paragraph 9, all equipment and except for ordinary or facilities specifically serving the Premisesnormal wear and tear, such as plumbingdamages, heatingmaintenance, air conditioningrepairs or replacements that are Landlord’s responsibility or that relate to Landlord’s negligence, ventilating, electrical, lighting facilities, boilers, fired act or unfired pressure vesselsfailure to act, fire hose connections if within or other casualty, the Premiseselements, fixtures, interior walls, interior surfaces acts beyond the reasonable control of exterior walls, ceilings, floors, windows, doors, plate glass, Tenant and skylightsacts of God. Notwithstanding Upon the foregoingexpiration or earlier termination of this Lease, Tenant shall not have thirty (30) days (plus such additional time as may be required to make any such repairs reasonably necessary if Tenant is actively repairing or restoring the Leased Premises to the extent occasioned condition required hereby) within which to place the Leased Premises in the condition required by the negligent act or omission or willfulthis Subparagraph (d).

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 A. Subject to reimbursement by Tenant as provided in Article 10 hereofprovisions of paragraph 15, Landlord Lessor shall keep and maintain in good order, condition and repair (including replacement as necessary), the roof covering and the exterior surfaces structural elements of the Premises including the roof, roof membrane, paving, floor slab, foundation, exterior walls walls, landscaping, irrigation and window frames 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 days of Building 2 (exclusive Lessor's invoice to Lessee therefor, Lessee's pro-rata share of doorssuch repairs, door framesreplacements, door checks alterations or improvements: provided however, that replacement and other entrances improvement costs shall be amortized over the useful-life of such replacements or improvements, and windows)Lessee shall be obligated to Pay on a monthly basis, all Outdoor Areas (defined in Section 10.1) on Parcel 2as additional rent, all Shared Areas (as defined in only the Declaration) monthly-amortized amounts which coincide with the term of the Lease, including any extensions. 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 use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving costs or expense to remedy the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlordsame. 9.3 B. Except to the extent of Landlord's obligations as expressly provided in Sections 9.1 and 9.2 hereofSubparagraph A above, Tenant Lessee shall, at its expensesole cost, keep and maintain the entire Premises and every part thereof in good order, condition and repairthereof, including, without limiting limitation, the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doorswindow frames, plate glass, glazing, truck doors, doors, all door hardware, interior of the Premises, interior walls and skylightspartitions, and electrical, plumbing, fighting, heating, and air conditioning systems in good and sanitary order, condition, and repair. Notwithstanding Lessee shall, at all times during the foregoingLease term and at his expense, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulhave in effect a service contract

Repairs and Maintenance. 9.1 Landlord17.01. Tenant shall, at its sole cost and expensesubject to the provisions of Section 17.02 hereof, shall be responsible for throughout the repairTerm, maintenance and, if necessary, replacement take good care of the structural elementsDemised Premises, the roof structurefixtures and appurtenances therein, foundation and the structural integrity of floor slabs of Building 2shall not do, provided that suffer, or permit any waste with respect thereto. Tenant shall pay for keep and maintain the cost Demised Premises including without limitation all building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning (“HVAC”) systems (whether located in the interior of any such repairs to the extent occasioned by Demised Premises or on the negligent act, omission or willful misconduct exterior of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Building) in a clean and orderly condition. Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), a clean and orderly condition all HVAC systems and any other mechanical or other systems exclusively serving the roof covering and the exterior surfaces Demised Premises which are located in whole or in part outside of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2Demised Premises. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the roof above the Demised Premises and every part thereof in good order, condition and repair, including, without limiting the generality all exterior components of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, any windows, doors, plate glassloading bay doors and shelters serving the Demised Premises in a clean and orderly condition. The phrase “keep and maintain” as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall not permit or suffer any over-loading of the floors of the Demised Premises. Tenant shall be responsible for all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, and skylightsthe Building (including the facilities and systems thereof) and the Common Areas the need for which arises out of (a) the performance or existence of the Tenant’s Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. Notwithstanding the foregoingUpon request by Landlord, Tenant shall not 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 make determine whether or not Tenant is in compliance with this Article and to have any such repairs 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 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. The Tenant shall also arrange for its own cleaning services and rubbish removal, subject to the extent occasioned right of Landlord, at Landlord’s option to perform such services and include the cost of such services in Operating Expenses. Tenant shall promptly make all repairs in or to the Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the negligent act mechanical, electrical, sanitary, heating, ventilating, air-conditioning or omission or willfulother systems of the Building shall be performed only by contractor(s) approved in writing by Landlord.

Repairs and Maintenance. 9.1 Landlord, at its sole cost and expense, shall be responsible for the repair, maintenance and, if necessary, replacement of the structural elements, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that a. Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repairrepair the Premises and every part thereof, includingstructural and non-structural, (whether or not such portion of the Premises requiring repair or the means of repairing same are reasonably or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or age of such portion of the Premises), including without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioningconditioning (Tenant shall procure at Tenant's expense, an air conditioning system maintenance contract), ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if facilities and equipment within the Premises, fixtures, walls (interior wallsand exterior, interior surfaces of exterior wallsfoundations, ceilings, roofs (interior and exterior), floors, windows, doors, plate glassglass and skylights located within the Premises, and skylightsall landscaping, driveways, parking lots, fences and signs located on the Premises and the sidewalks adjacent to the Premises. b. Tenant shall, not less frequently than once each fifteen (15) years of the Term and Extended Terms, resurface the parking lot. Notwithstanding Tenant shall, not less frequently than once every three (3) years of the foregoingTerm and Extended Terms, slurry coat and restripe the parking lot. Tenant shall, not less frequently than once each ten (10) years of the Term and Extended Terms, repaint the exterior of the building with the color scheme to be approved in advance by Landlord, if different from existing color scheme. c. If at any time during the Term, including renewals or extensions, Tenant fails to maintain the Premises or make any repairs or replacements as required by ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ thirty (30) days' prior written notice, unless repairs are deemed emergency or structural, but shall not be required to, enter the Premises and perform the maintenance or make the repairs or replacements for the account of Tenant; any sums expended by Landlord in so doing, together with interest at ten percent (10%) per annum, shall be deemed additional rent and shall be immediately due from Tenant on demand of Landlord. d. Tenant waives the provisions of Civil Code Sections 1941 and 1942 and any other law that would require Landlord to maintain the Premises in a tenantable condition or would provide Tenant with the right to make any such repairs to and deduct the extent occasioned by cost of those repairs from the negligent act or omission or willfulrent.

Repairs and Maintenance. 9.1 LandlordLandlord shall keep and maintain the Common Areas of the Building clean and in good working order and shall maintain the Building and Property in first-class condition at all times during the Term. Landlord shall further make, or cause to be made, all necessary repairs to the structure and exterior of the Building, as well as to the mechanical, HVAC, electrical and plumbing systems servicing Building (including, without limitation, all portions of such systems as are located within and/or exclusively serve the Demised Premises). Landlord shall also keep and maintain in good and tenantable condition and repair and replace, as necessary, (i) the roof, roof drainage systems, exterior walls, foundations, floor (except floor coverings), (ii) all structural components of the Demised Premises and the Building, (iii) all windows within, and/or comprising, the exterior walls of the Demised Premises and/or within, and/or comprising, the walls separating the Demised Premises from any Common Areas and (iv) all doors providing access to the Demised Premises from any Common Areas. Landlord shall, at its sole cost and expenseexpense (and not to be included in Operating Expenses), further make or cause to be made any other repairs and changes required to the Demised Premises and said Building by reason of any breach by Landlord of any provision of this Lease or by reason of the negligence or fault of Landlord or its servants, agents or employees. Landlord shall maintain and repair all sewer facilities and other utility facilities outside the Demised Premises servicing the Demised Premises. Landlord shall cause all repairs and changes to be made without unreasonable interference with the operation of the Building or the business of Tenant or any subtenant or licensee of Tenant. When used herein, the term “repair” shall be responsible for the repair, maintenance and, if necessary, deemed to include restoration and replacement as may be necessary to achieve or maintain good working order. The cost of the structural elementsforegoing maintenance and repairs shall be included in Operating Expenses, the roof structure, foundation and the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs except to the extent occasioned expressly excluded therefrom pursuant to any provision of this Lease (including, without limitation, the provisions of this Section and of Section 7). Notwithstanding the foregoing, all repairs made necessary by the negligent act, omission acts or willful misconduct of Tenant, its agents, employeesemployees or invitees or by reason of damage caused by Tenant, inviteesits agents, licensees employees or contractors, to the Demised Premises or by other portions of the Building in connection with Tenant’s, its agents’, employees’ or contractors’ construction of Tenant Improvements any alterations, shall be made at the sole cost and expense of Tenant. The provisions of this Section shall not apply in the case of damage or destruction by Tenant, but only to fire or other casualty or in the extent such cost is in excess case of any proceeds received by Landlord from taking; the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant obligations of the parties in such cases shall be as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces other Sections of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlordthis Lease. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 LandlordSECTION 1. Landlord shall keep and maintain the Building and its fixtures, appurtenances, systems and related facilities (including the central heating, ventilating and air conditioning systems and the central or core elevator and plumbing systems), serving the Demised Premises and the Building, in good working order, condition and repair (but any auxiliary or supplementary heating, ventilating or air conditioning units or equipment, plumbing fixtures, serving only the Demised Premises shall be Tenant's responsibility under Section 2 hereof), and Landlord shall make all repairs to preserve the strength of the structural components of the Building, interior and exterior, as and when needed in the Building, except as indicated in the second sentence of Section 2 hereof, except further for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease, and subject to all other provisions of this Lease, including but not limited to the provisions of Article 13. SECTION 2. Tenant shall take good care of the Demised Premises and the fixtures and appurtenances therein and thereto (including, without limitation, windows and doors adjoining, or used exclusively in connection with, the Demised Premises, and at its sole cost and expense shall pay for all repairs thereto, as and when needed to preserve them in good working order and condition except as otherwise provided in Section 1 hereof. In addition, Tenant, at its sole cost and expense, shall pay for all repairs, ordinary or extraordinary, interior or exterior, structural or otherwise, in and about the Demised Premises, the Building and the Complex as shall be responsible for required by reason of (a) the repairperformance or existence of work by Tenant necessary to suit the Demised Premises to Tenant's initial occupancy (other than work performed by Landlord) or in connection with Tenant's Changes, maintenance and(b) the installation, if necessaryuse or operation of Tenant's Property in the Demised Premises, replacement (c) the moving of Tenant's Property in or out of the structural elementsBuilding, or (d) the roof structuremisuse, foundation neglect or improper conduct of Tenant or any of its employees, agents, or contractors. As soon as any such repair is required, Tenant shall notify Landlord, who shall, in turn, at its option, either make such repair (at Landlord's Charge), or notify Tenant to make such repairs. All such repairs shall be of quality and class at least equal to the structural integrity original work or construction. The provisions of floor slabs this Section 2 shall not apply in the case of fire or other casualty damage covered by Article 13 hereof. SECTION 3. Except as expressly otherwise provided in this Lease and in instances caused by Landlord's negligent or otherwise wrongful act or omission, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to Tenant's business arising from Landlord or any tenant making repairs or changes or performing maintenance services, whether or not Landlord is required or permitted by this Lease or by law to make such repairs or changes or to perform such services in or to any portion of the Building 2or the Demised Premises, or in or to the fixtures, equipment, or appurtenances of the Building or the Demised Premises, provided that Landlord shall be reasonably diligent with respect thereto and shall perform such work, except in case of emergency, at times reasonably convenient to Tenant shall pay for the cost of any and otherwise in such repairs a manner and to the extent occasioned by practicable as will not unreasonably interfere with Tenant's use and occupancy of the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2Demised Premises. 9.2 Subject SECTION 4. When used in this Lease the term "repair" shall be deemed to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep include restoration and maintain in good repair (including replacement as necessary), the roof covering may be necessary to achieve and/or maintain good working order and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlordcondition. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willful

Repairs and Maintenance. 9.1 Landlord(a) Except as specifically otherwise provided in subparagraphs (b) and (c) of this Article, Tenant, at its sole cost and expenseexpense and throughout the Term of this Lease, shall be responsible for keep and maintain the repairPremises in good order and condition, maintenance andfree of accumulation of dirt and rubbish, if necessary, replacement of the and shall promptly make all non-structural elements, the roof structure, foundation repairs necessary to keep and the structural integrity of floor slabs of Building 2, provided that maintain such good order and condition. Tenant shall pay for have the cost option of any replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant’s desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the extent occasioned Premises within a reasonable time of notice to Landlord and shall charge Tenant for such services at Landlord’s standard rate (such rate to be competitive with the market rate for such services). When used in this Article 14, the term “repairs” shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the negligent actBuilding and the Premises. (b) Landlord, omission or willful misconduct throughout the Term of Tenantthis Lease and at Landlord’s sole cost and expenses, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only shall make all necessary repairs to the extent footings and foundations and the structural steel columns and girders forming a part of the Premises. (c) Landlord shall maintain all HVAC systems, plumbing and electric systems serving the Building and the Premises other than Tenant’s specialty HVAC system or electrical system which shall be maintained exclusively by Tenant at Tenant’s sole cost and expense. Tenant’s Allocated Share of Landlord’s cost for HVAC, electric and plumbing service, maintenance and repairs, as limited under Article 6 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Article 6 hereof. (d) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the Premises and the common areas, including the roof, walls, exterior portions of the Premises and the Building, utility lines, equipment and other utility facilities in the Building, which serve more than one tenant of the Building, and to any driveways, sidewalks, curbs, loading, parking and landscaped areas, and other exterior improvements for the Building; provided, however, that Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such repair or Landlord has actual knowledge of the need to make such repair. Tenant shall pay its Allocated Share of the cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained all repairs, as limited under Article 6 with respect to capital repairs, to be performed by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant this Article 14(d) as Additional Rent as provided in Article 10 6 hereof, . (e) Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises common areas appurtenant to the point Building and any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly condition, free of connection to Building 2accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a neat and orderly condition. Tenant shall give pay its Allocated Share of the cost of all work to be performed by Landlord prompt written notice of any damage pursuant to this subaragraph (e) as Additional Rent as provided in Article 6 hereof. Landlord’s obligation to provide snow removal services shall be limited to the Premises requiring repair parking areas and the sidewalk entrances to the Building. (f) Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common areas made necessary by a negligent or willful act or omission of Tenant or any employee, agent, contractor, or invitee of Tenant shall be made at the sole cost and expense of Tenant, except to the extent of insurance proceeds received by Landlord. 9.3 Except (g) Landlord shall provide Tenant with janitorial services for the Premises Monday through Friday of each week in accordance with the guidelines set forth in Exhibit “D” attached hereto and the Tenant shall pay its Allocated Share of the cost thereof as Additional Rent as provided in Article 6 hereof. (h) Notwithstanding the foregoing to the extent contrary, in the event that Tenant is not satisfied with the maintenance, repair and janitorial services for the Premises provided by the Landlord, and such service is not corrected within sixty (60) days following receipt by Landlord of Landlord's obligations provided in Sections 9.1 and 9.2 hereofwritten notice setting forth the precise nature of the deficiencies, then Tenant shallshall have the right, at its expense, keep to provide for its own maintenance, repair and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality janitorial services of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glasswhich shall be performed in a manner consistent with first class office buildings, and skylights. Notwithstanding in such event, the foregoing, Tenant cost of performing such services shall not be required to make any such repairs to deducted from the extent occasioned by the negligent act or omission or willfulRecognized Expenses.

Repairs and Maintenance. 9.1 Landlord17.01. Tenant shall, at its sole cost and expensethroughout the Term, shall be responsible for the repair, maintenance and, if necessary, replacement take good care of the structural elementsDemised Premises, the roof structurefixtures and appurtenances therein, foundation and the structural integrity of floor slabs of Building 2shall not do, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractorssuffer, or by the construction of permit any waste with respect thereto. Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces all interior portions of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), Demised Premises including without limitation all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises to the point of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage to the Premises requiring repair by Landlord. 9.3 Except to the extent of Landlord's obligations provided in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floorsbuilding equipment, windows, doors, plate glassloading bay doors and shelters, plumbing and skylightselectrical systems, heating, ventilating and air conditioning ("HVAC") systems in a clean and orderly condition. Notwithstanding the foregoingThe phrase "keep and maintain" as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall not permit or suffer any over-loading of the floors of the Demised Premises. Tenant shall be responsible for all repairs in and to the Demised Premises and the Building (including the facilities and systems thereof) and the Common Areas the need for which arises out of (a) the performance or existence of the Tenant's Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. Tenant shall promptly replace all scratched, damaged or broken doors and glass in and about the Demised Premises and shall be 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 Demised Premises for which Tenant is responsible, and any repairs required to make be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) reasonably approved by Landlord. 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. 17.02. Landlord shall make all structural repairs at Landlord's cost and expense except to the extent occasioned same are Tenant's responsibility as hereinabove provided in Section 17.01. 17.03. Landlord shall, at Landlord's cost and expense, make all structural repairs and replacements in and to the roof. Although Tenant's responsibility, Landlord shall also perform the normal routine maintenance and cleaning to the roof, the cost of which shall be included in the Operating Expenses. 17.04. Tenant shall not permit or suffer the overloading of the floors of the Demised Premises beyond two hundred fifty (250) pounds per square foot. 17.05. Except as otherwise expressly provided in this Lease, Landlord 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 make in or to any portion of the negligent act or omission or willfulBuilding.

Repairs and Maintenance. 9.1 (a) Subject to reimbursement provision herein, and except for damage caused by any negligent or intentional act or omission of Tenant or Tenant’s employees or agents, in which event Tenant shall repair the damage any heating, ventilation, plumbing, electrical, or other equipment serves the Leased Premises. Landlord shall have no responsibility to maintain and operate or replace whe that equipment. Landlord shall not be responsible for repairs required by an accident, fire, or other peril or for damage caused to any part of the Project by any act or omission of Tenant or Tenant’s employees or agents, except as otherwise required by this Lease.. Tenant expressly waives the benefits of any statute now or later in effect that would otherwise give Tenant the right to make repairs at Landlord’s expense and deduct that cost from rent owing to Landlord. (b) Except to the extent provided to the contrary herein, at its sole cost Tenant shall clean and expensemaintain in good order, condition, and repair and replace when necessary the following: (i) all plumbing and sewage facilities in the Leased Premises, including but not limited to all plumbing fixtures, pipes, fittings, or other parts of the plumbing system in the Leased Premises; (ii) all fixtures, interior walls, floors, carpets, draperies, window coverings, and ceilings in the Leased Premises; (iii) all windows, doors, entrances, and plate glass in the Leased Premises; (iv) all electrical facilities and all equipment in the Leased Premises, including all light fixtures, lamps, bulbs, tubes, fans, vents, exhaust equipment, and systems; and (v) any fire detection or extinguisher equipment in the Leased Premises. (c) With respect to utility facilities serving the Leased Premises, Tenant shall be responsible for the repairmaintenance and repair of any facilities that serve only the Leased Premises, maintenance and, if necessary, replacement including all facilities that are within the walls or floor or on the roof of the structural elementsLeased Premises, and any part of the roof structure, foundation and facility that is not within the structural integrity of floor slabs of Building 2, provided that Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by TenantLeased Premises, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, Landlord shall keep and maintain in good repair (including replacement as necessary), the roof covering and the exterior surfaces of the exterior walls and window frames of Building 2 (exclusive of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises up to the point where the facilities join a main or other junction from which the utility services are distributed to other parts of connection to Building 2. Tenant shall give Landlord prompt written notice of any damage the Project as well as to the Premises requiring Leased Premises. (d) Tenant shall: (i) maintain, repair, and replace when necessary all heating, , and ventilation equipment that services only the Leased Premises, and shall keep the them in good condition through regular inspection and servicing, and (ii) maintain continuously throughout the term of the Lease a service contract for the maintenance of all heating, , and ventilation equipment with a licensed repair and maintenance contractor approved by Landlord. 9.3 Except to ; the extent of Landlord's obligations provided in Sections 9.1 contract should provide for periodic inspections and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality servicing of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilatingand ventilation equipment at least once every ninety (90) days during the term of the Lease. However, electricalLandlord may elect at any time during the term of the Lease to assume responsibility for the maintenance, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glassrepair, and skylightsreplacement of the heating, , and ventilation equipment that serves only the Leased Premises. (e) All repairs and replacements required of Tenant shall be promptly made with new materials of like kind and quality. Notwithstanding If the foregoingwork affects the structural parts of the Building or if the estimated cost of any item of repair or replacement is in excess of $5000, Tenant shall not first obtain Landlord’s written approval of the scope of the work, the plans for the work, the materials to be required used, and the contractor hired to make perform the work. (f) If Tenant fails to perform Tenant’s obligations under this Section or under any such repairs other section of this Lease, after five (5) days’ prior written notice to Tenant, except in an emergency when no notice shall be required, Landlord may enter the extent occasioned Leased Premises, perform the obligations on Tenant’s behalf, and recover the cost of performance, together with interest at the maximum rate then allowed by law, as additional rent payable by Tenant with the negligent act or omission or willfulnext installment of Base Rent.

Repairs and Maintenance. 9.1 17.01. Tenant shall, throughout the Term, take good care of the Demised Premises, the fixtures and appurtenances therein, and shall not do, suffer, or permit any waste with respect thereto. Tenant shall keep and maintain the Demised Premises including without limitation all building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical systems, heating, ventilating and air conditioning ("HVAC") systems (whether located in the interior of the Demised Premises or on the exterior of the Building) in a clean and orderly condition. Tenant shall, at Landlord's option, keep and maintain in a clean and orderly condition all HVAC systems and any other mechanical or other systems exclusively serving the Demised Premises which are located in whole or in part outside of the Demised Premises (it being understood and agreed that if Landlord shall elect to keep and maintain said systems, then the cost of same shall be included in Operating Expenses). Tenant shall keep and maintain all exterior components of any windows, doors, loading bay doors and shelters serving the Demised Premises in a clean and orderly condition. The phrase "keep and maintain" as used herein includes repairs, replacement and/or restoration as appropriate. Tenant shall not permit or suffer any over-loading of the floors of the Demised Premises. Tenant shall be responsible for all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, in and to the Demised Premises, and the Building (including the facilities and systems thereof) and the Common Areas the need for which arises out of (a) the performance or existence of the Tenant's Work or 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 Tenant or any of its subtenants or its or their employees, agents, contractors or invitees. 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 its sole 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 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 responsible for the repairall repairs, maintenance and, if necessary, 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. The Tenant shall also arrange for its own cleaning services and rubbish removal, subject to the right of Landlord, at Landlord's option to perform such services and include the cost of such services in Operating Expenses. Tenant shall promptly make all repairs in or to the Demised Premises for which Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other systems of the Building shall be performed only by contractor(s) designated by Landlord. 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. 17.02. So long as Tenant is not in default under this Lease, Landlord shall make all structural elementsrepairs and replacements, including, specifically, the roof structure, foundation and roof membrane (except as hereinabove provided in Section 17.01) and the structural integrity of floor slabs of Building 2cost thereof shall be included in Operating Expenses, provided that for which Tenant shall pay for the cost of any such repairs to the extent occasioned by the negligent act, omission or willful misconduct of Tenant, its agents, employees, invitees, licensees or contractors, or by the construction of Tenant Improvements by Tenant, but only to the extent such cost is in excess of any proceeds received by Landlord from the insurance for Building 2 maintained by Landlord pursuant to Section 14.2. 9.2 Subject to reimbursement by Tenant as provided in Article 10 hereof, 's Fraction. Landlord shall keep and maintain the Common Areas and shall procure landscaping and snow removal services for the Building and the cost thereof shall be included in good repair Operating Expenses, for which Tenant shall pay Tenant's Fraction. Notwithstanding anything herein contained to the contrary, to the extent the Operating Expenses include an expenditure for a capital improvement, as defined under generally accepted accounting principles (including replacement as necessarybut not limited to the roof membrane), the roof covering and the exterior surfaces Tenant shall only be responsible for that portion of the exterior walls and window frames cost of Building 2 (exclusive said capital improvement as is determined by amortizing said cost over the useful life of doors, door frames, door checks and other entrances and windows), all Outdoor Areas (defined in Section 10.1) on Parcel 2, all Shared Areas (as defined in the Declaration) for the use of Parcel 2 and all systems (including sewer, gas, electrical and water lines) serving the Premises capital improvement; an annual amount equal to the point amortized cost of connection the capital improvement plus an interest component equal to Building 2the Prime Rate of the Chase Manhattan Bank plus four percent per annum shall be then added to the Operating Expenses and paid by Tenant over the then remaining Term (or extension thereof) of the Lease. 17.03. Tenant shall give not permit or suffer the overloading of the floors of the Demised Premises beyond 250 pounds per square foot, or lesser amount as may be applicable to any mezzanine area. 17.04. Except as otherwise expressly provided in this Lease, Landlord prompt written notice 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 damage inconvenience, annoyance, interruption or injury to the Premises requiring repair by Landlord. 9.3 Except to the extent of business arising from Landlord's obligations provided doing any repairs, maintenance, or changes which Landlord is required or permitted by this Lease, or required by Law, to make in Sections 9.1 and 9.2 hereof, Tenant shall, at its expense, keep and maintain the Premises and every part thereof in good order, condition and repair, including, without limiting the generality or to any portion of the foregoing, all equipment or facilities specifically serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire hose connections if within the Premises, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights. Notwithstanding the foregoing, Tenant shall not be required to make any such repairs to the extent occasioned by the negligent act or omission or willfulBuilding.