Common use of Repairs Clause in Contracts

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant (including to the extent that such repairs are required due to the negligence or willful misconduct of Landlord); provided provided, however, thatthat if such repairs are due to the negligence or willful misconduct of Landlord, Tenant shall nevertheless make such repairs at Landlord’s expense, or, if covered by Tenant’s insurance, Landlord shall only be obligated to pay any deductible in connection therewith. Notwithstanding the foregoing, at Landlord's ’s option, or if Tenant fails to make such repairsrepairs that are its responsibility to repair, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (collectively, to the "Base Building"extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, interior window coverings, and furnishings therein, and the floor or floors of the Building on which the Premises is located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's ’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's ’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment within the Premises (or, provided that Landlord provides access to Tenant, any systems and equipment outside of the Premises but exclusively serving the Premises), in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear; provided however, that, at Landlord's option, or that if Tenant fails to make such repairsrepairs within applicable notice and cure periods, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage management fee of five percent (5%) of such costs. Without limitation, Tenant shall be responsible for repair and maintenance of all electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serving the cost thereof Premises from the Building connection point to the Premises (but only to be uniformly established the extent such electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serve Tenant exclusively and only to the extent that Landlord provides access to Tenant), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with regular maintenance of such repairs and replacements forthwith upon being billed for samesystems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectivelyand Common Areas, and all portions of the "Base Building")Project outside the Premises and not exclusively leased to other tenants, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements statute or additions required by governmental ordinance now or quasi-governmental authorities or court order or decree, or (iii) repairs which are hereafter in effect. Tenant’s obligation hereunder shall include maintenance and repair of all telecommunications wire and cabling with the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesBuilding’s network cabling.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor covering of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements . Tenant hereby waives and releases any and all rights it may have at law or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) in equity to make repairs which are at the obligation expense of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesLandlord.

Repairs. Tenant shall, at Tenant's ’s own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to commence repair within five (5) days thereafter and to diligently pursue the same to completion (except in the event of an emergency, when no notice shall be required) but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon within thirty (30) days after being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors floor of the Building on which the Premises is located, the systems and equipment of the Building, and the systems and equipment of the Building (collectively, the "Base Building")Common Areas, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs repairs, but at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs to the Premises, or repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem reasonably necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, interior window coverings, and furnishings therein, and the floor or floors of the Building on which the Premises is located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallTenant, at Tenant's own its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear and damage due to Casualty or Taking excepted. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings thereinany leasehold improvements installed pursuant to any prior lease, in good orderbut excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, repair ventilation and condition at all times during the Lease Term. In additionair conditioning units, Tenant shallkitchens (including hot water heaters, at Tenant's own expense but under the supervision and subject to the prior approval of Landlorddishwashers, garbage disposals, insta-hot dispensers, and within any reasonable period plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsPremises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof whenever and by whomever installed or paid for; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sameLines (defined in Section 23). Notwithstanding the foregoing, if Tenant is in Default or in the case of an emergency, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 5% of such cost. Landlord shall be responsible for perform all maintenance and repairs to (i) the roof and exterior walls, foundation exterior doors and roof windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors of the Building, together with all mechanical (including HVAC), electrical, plumbing and the fire/life-safety systems and equipment of serving the Building (collectivelyin general, the "Base Building"), except to the extent that such repairs are required due to the negligence whether located inside or willful misconduct outside of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement ’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (collectively, to the "Base Building"extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. The Tenant shall, at Tenant's own expense, keep shall take good care of the Demised Premises and shall make all necessary non-structural repairs to the interior thereof except for repairs of damage resulting from causes outside of the Demised Premises, e.g. leaks or overflows in neighboring space. Landlord shall maintain, repair or replace all HVAC, plumbing and electrical fixtures and circuitry (other than fixtures installed by the Tenant) and shall promptly repair all roof leaks. Landlord shall maintain and repair the common areas of the building including all hallways, entry, vestibule, bathrooms, and the exterior of the building including the parking lot and landscaping at the Landlord's expense. Upon the expiration or at the termination of this lease, the Tenant shall surrender the Demised Premises to the Landlord in as good condition as at the commencement of the term, ordinary wear and tear excepted. Tenant is prohibited from making any structural improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject alterations or additions to the prior Demised Premises without first obtaining the written approval of therefore from the Landlord, and within any reasonable period all such improvements, alterations or additions made by the Tenant shall be the property of time specified by the Landlord, promptly and adequately repair all damage at no expense to the Premises Landlord, and replace or repair all damaged or broken fixtures shall remain upon and appurtenances; provided howeverbe surrendered with the Demised Premises, thatas part thereof, at the expiration or termination of this lease. In the event that any mechanics' lien is filed against the Demised Premises as a result of any repairs, improvements, alterations or additions made by the Tenant, the Landlord's , at its option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof after ten (to be uniformly established for the Building10) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs days written notice to the exterior wallsTenant, foundation and roof of may terminate this lease and/or may pay the Buildingsaid lien, without inquiring into the structural portions of the floors of the Buildingvalidity thereof, and the systems and equipment Tenant shall forthwith reimburse the total expense incurred by the Landlord in discharging the said lien as additional rent hereunder on the first day of the Building (collectivelynext month following such payment by Landlord. Landlord shall have the right to install and maintain in the Demised Premises all utility lines and electric wiring and all other appliances necessary for the operation of the balance of the building of which the Demised Premises form a part, the "Base Building"), except and shall have access to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Demised Premises at all reasonable times after prior reasonable notice to make Tenant, and in cases of emergency at any time without prior notice, for the purpose of examining same or of making such repairs or changes as the Landlord may deem necessary. No claim shall be made by, or compensation paid to the Tenant by the Landlord by reason of inconvenience, annoyance, loss or damage arising from the necessity of making such repairs, alterationshowever the necessity may occur, improvements and additions to the Premises or to the Building or to nor shall there be any equipment located abatement in the Building as rent during such period of time. Landlord shall desire take reasonable steps to perform its rights and obligations hereunder without unnecessary or deem necessary or as Landlord may be required unreasonable interference to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesbusiness.

Repairs. Tenant shallTenant, at Tenant's own its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, and reasonable wear and tear and damage from a Casualty or Taking excepted. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings thereinany leasehold improvements installed pursuant to any prior lease, in good orderbut excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, repair ventilation and condition at all times during the Lease Term. In additionair conditioning units, Tenant shallkitchens (including hot water heaters, at Tenant's own expense but under the supervision and subject to the prior approval of Landlorddishwashers, garbage disposals, insta-hot dispensers, and within any reasonable period plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsPremises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof whenever and by whomever installed or paid for; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sameLines (defined in Section 23). Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, within 15 days after Tenant receives a demand and reasonable evidence of the cost, the cost of such work plus a coordination fee equal to 5% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors of Building (including the Buildingfoundation), together with all mechanical (including HVAC), electrical, plumbing and the fire/life-safety systems and equipment of serving the Building (collectivelyin general, the "Base Building"), except to the extent that such repairs are required due to the negligence whether located inside or willful misconduct outside of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the reasonable cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable notice (if possible) to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's own At Landlord’s sole cost and expense, keep the PremisesLandlord agrees to make all necessary repairs or replacements, including all improvementsas necessary, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlordroof, foundation and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the all structural portions of the floors elements of the Building, and all other repairs and replacements relating to the systems and equipment items that are specifically excluded from Operating Costs under Section 5(a) hereof (specifically excluding repairs or replacements of the Building (collectivelyHVAC units that where installed to provide additional cooling, the "Base Building"specifically, for Tenant’s servers and related hardware, which shall be Tenant’s responsibility), except . Notwithstanding anything herein to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; providedcontrary, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for event that the HVAC units servicing the building generally (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunderto repair and maintain) fail to function properly, any Tenant shall engage a licensed, reputable HVAC contractor to determine the reason the for such entry into failure, and to undertake the Premises repair of the HVAC unit(s) as determined by such contractor. If such contractor provides Tenant with a written opinion that such HVAC unit(s) is not repairable and must be replaced, Tenant shall provide Landlord shall with a copy of such opinion including the recommendation that such HVAC unit(s) be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items replaced. Within ten (ii10) and (iii) abovebusiness days of Landlord’s receipt of such written opinion, Landlord shall use commercially reasonable efforts have the right to not materially interfere with Tenant's use engage a reputable HVAC contractor to inspect such HVAC unit(s); if Landlord’s contractor believes that the HVAC unit(s) can be repaired, then Landlord will approve such repairs and have the invoice for such repairs sent to Tenant and Tenant shall, at its sole cost and expense, pay such invoice directly to the contractor. If Landlord’s contractor agrees that such HVAC unit(s) must be replaced, Landlord shall purchase and install, or arrange for installation of, or access a replacement unit as determined in Landlord’s sole discretion. Tenant agrees that it will make, at its own cost and expense, all repairs, maintenance, and replacements to the Premises not required to be made by Landlord, including, but not limited to, all interior and exterior doors, door frames, windows, plate glass, plumbing, electrical, mechanical, security and alarm systems servicing the Premises, heating and/or air conditioning systems and units servicing the Premises generally (excluding the replacement thereof), and the HVAC units that where installed by Tenant or at its direction to provide additional cooling, specifically, for Tenant’s servers and related hardware. Tenant agrees to do all redecorating, remodeling, alterations, and painting required by it during the term of the Lease at its own cost and expense, to pay for any repairs to the Real Estate, Premises or the Building made necessary by any negligence of Tenant, or any of its agents or employees or persons permitted on the Real Estate by Tenant, and to maintain the Premises in a safe, clean, neat, and sanitary condition. Tenant shall be entitled to no compensation for inconvenience, injury, or loss of business arising from the making of any repairs by Landlord, Tenant, or other tenants to the Premises or Building. At the sole discretion of Landlord, Tenant may be required to install a meter to measure such water consumption.

Repairs. Tenant shallLandlord shall at its sole cost and expense be responsible for and shall promptly make all (i) necessary repairs and replacements to the structural elements and exterior of the Complex, the roof, roof membrane, foundations, supports, foundations, steelwork, all mechanical systems, including heating, air conditioning, electrical and plumbing systems, (the mechanical, heating, air conditioning, electrical and plumbing systems are referred to as the "systems"), the parking lots, driveways, walkways, curbing and sidewalks, exterior lighting, elevator and building entrances/exits and (ii) necessary repairs and replacements to the Common Areas. Landlord shall also be responsible, at its sole cost and expense for the periodic (annually, or more often if so required by the Occupational Safety and Health Act) cleaning of the air ducts in the Complex. Landlord represents that as to the systems, it will replace each of the systems, as necessary, at its sole cost and expense, with new fully operational systems and will not continuously attempt to repair such systems. The Landlord shall also be responsible for, at its sole cost and expense, all snow and ice removal from the parking lot, walkways and building entrances. Landlord shall use reasonable efforts to minimize interference with Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, operations during Landlord's work to repair and condition at all times during the Lease Termor replace. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant event Landlord fails to make any repair or replacement which Landlord is obligated to do under this Article, after receipt of notice from Tenant and a reasonable opportunity to cure, not to exceed fifteen (15) days, then Tenant shall be entitled to offset such repairsamounts from its future Basic Rent payments, until such time as the repair or replacement, as applicable, shall be substantially completed, which set-off shall be apportioned from the sixteenth day after notice of the necessity of the repair or replacement based upon the amount of square footage of the Premises which is unusable to the entire Premises. If Landlord mayfails to proceed with due diligence to complete any repairs or replacements required to be made, but need not, the same may be completed by Tenant at its option and at the expense of Landlord. Landlord shall pay such amount to Tenant within fifteen (15) days of demand by Tenant. In the event Landlord fails to timely make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurancepayment, Tenant shall only be obligated may offset such amounts from its future Basic Rent payments under this Lease until such amount is fully reimbursed to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. 7.01 Tenant shall take good care of the demised premises and the fixtures, equipment and appurtenances therein and shall, at its sole cost and expense, make such repairs to the demised premises and the fixtures, equipment and appurtenances therein as are necessitated by the (i) act, omission, occupancy or negligence of Tenant or Tenant's employees, contractors, invitees, licensees or other occupants of the demised premises or (ii) use of the demised premises in a manner contrary to the purposes for which same are leased to Tenant, as and when needed to preserve them in good working order and condition. Notwithstanding the foregoing, all damage or injury to the Building, or to its fixtures, equipment and appurtenances, whether requiring structural or non-structural repairs, caused by or resulting from the act, omission, occupancy or negligence of Tenant or Tenant's employees, contractors, invitees, licensees or other occupants of the demised premises, shall be repaired promptly by Tenant (or by Landlord, if a structural repair), at Tenant's own sole cost and expense. Except as otherwise provided in Section 9.05 hereof, all damage or injury to the demised premises and to its fixtures, appurtenances and equipment or to the Building or to its fixtures, appurtenances and equipment caused by Tenant moving property into or out of the Building or by installation or removal of furniture, fixtures or other property, shall be repaired, restored or replaced promptly by Tenant at its sole cost and expense, keep the Premiseswhich repairs, including all improvements, fixtures, equipment, window coverings, restorations and furnishings therein, replacements shall be in good order, repair quality and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject class equal to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace original work or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if installations. If Tenant fails to make such repairs, Landlord may, but need not, make such repairs and restoration or replacements, the same may be made by Landlord at the expense of Tenant and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord expense shall be responsible for repairs to the collectible as additional rent and shall be paid by Tenant within fifteen (15) days after rendition of a bill therexxx. The exterior walls, foundation and roof walls of the Building, the structural portions of any window sills outsxxx xhe windows, the floors windows, the fire stairs, utility closets and any shafts passing through the floor on which the demised premises are located are not part of the premises demised by this lease, and Landlord reserves all rights to such parts of the Building. 7.02 Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed by law. 7.03 Business machines and mechanical equipment used by Tenant which cause vibration, noise, cold or heat that may be transmitted to the Building structure or to any leased space to such a degree as to be reasonably objectionable to Landlord or to any other tenant in the Building shall be placed and maintained by Tenant at its expense in settings of cork, rubber or spring type vibration eliminators sufficient to absorb and prevent such vibration or noise, or prevent transmission of such cold or heat. The parties hereto recognize that the systems operation of elevators, air conditioning and heating equipment will cause some vibration, noise, heat or cold which may be transmitted to other parts of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, and demised premises. Landlord shall nevertheless make be under no obligation to endeavor to reduce such repairs at Tenant's expensevibration, ornoise, if covered heat or cold. 7.04 Except as otherwise specifically provided in this lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by Landlord's insurancereason of inconvenience, Tenant shall only be obligated annoyance or injury to pay business arising from the making of any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, additions or improvements and additions to the Premises in or to any portion of the Building or the demised premises or in or to any fixtures, appurtenances or equipment located in thereof. 7.05 Landlord, at its expense, shall keep and maintain the Building and its systems and facilities serving the demised premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as Landlord shall desire and when needed in or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, howeverabout the demised premises, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) those repairs for which are the obligation Tenant is responsible pursuant to any other provisions of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesthis Lease.

Repairs. Tenant shall, at Tenant's own expense, agrees to keep the Premises, including all improvements, fixtures, equipment, window coveringseach and every part thereof, and furnishings thereinany and all appurtenances thereto save the roof and exterior walls (excepting therefrom the interior faces thereof, any glazing, show windows, doors and other entrances, frames for any of the foregoing and storefronts) and likewise including said excepted items, in good order, condition and repair and condition at all times during the term of the Lease, ordinary wear and tear alone excepted, hereby expressly waiving all rights to make repairs as the expense of Landlord as provided for in any statute or law in effect at the time of execution of this Lease Term. In addition, Tenant shall, at Tenant's own expense but under or any amendment thereof or any other statute or law which may be hereafter passed during the supervision and subject to the prior approval term of Landlordthis Lease, and within any reasonable period agrees upon the expiration of time specified the term of this Lease or sooner termination hereof to surrender unto Landlord the premises in the same condition as received and improved by LandlordTenant, promptly ordinary wear and adequately repair all tear and damage to thereto by fire, earthquake, act of God or the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if elements alone excepted. If Tenant fails to make such repairssaid repairs in a reasonable time period and manner, Landlord maymay make said repairs at Tenant’s expense, but need not, make such provided that Landlord gives Tenant ten (10) days notice before the start of making repairs and replacements, and Tenant shall pay reimburse Landlord the cost thereofwithin ten (10) days after receipt by Tenant of a xxxx therefore, including a percentage charge equal to five percent (5%) of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall deliver the Premises in a clean broom swept condition, free of all hazardous materials and in safe and tenantable condition. Landlord shall be responsible for repairs to the exterior wallsrepair of latent defects, foundation and roof if any, in the structure of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (including the base building plumbing, electrical and HVAC systems), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Tenant shall, at Tenant's own expense, pursuant to the terms of this Lease, including Article 8 hereof, keep the Premises, including all improvements, fixtures, equipment, window coverings, furnishings and furnishings equipment therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or option if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree. Tenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, or (iii) repairs which are the obligation of Tenant hereunderunder any similar law, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use ofstatute, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, ordinance now or access to, the Premiseshereafter in effect.

Repairs. Tenant shall, at Tenant's own expenseits sole cost, keep and maintain the Leased Promises and appurtenances and every part thereof (excepting exterior walls and roofs which Landlord agrees to repair) including by way of illustration and not by way, of limitation all windows (Tenant accepts premises with a broken showroom window and shall not be held liable for such repair during the term of this lease), and skylights, doors, any store front and the interior of the Leased Premises, including all improvementsplumbing, fixturesheating, equipmentair conditioning, window coveringssewer, electrical systems and all fixtures and all other similar equipment serving the Leased Premises in good and sanitary order, condition, and furnishings thereinrepair. Tenant shall be responsible for all pent control within the Leased Premises, including, but not limited to the eradication of any ants or termites should infestation be observed during the term of the Lease. Tenant shall, at its sole cost, keep and maintain all utilities, fixtures and mechanical equipment used by Tenant in good order, repair condition, and condition at all times during the Lease Termrepair. All windows shall be washed and cleaned as often as necessary to keep them clean and free from smudges and stains. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if event Tenant fails to make maintain the Leased Promises as required herein or fails to commence repairs (requested by Landlord In writing) within thirty (30) days after such request, or fails diligently to proceed thereafter to complete such repairs, Landlord mayslash have the right in order to preserve the Leased Premises or portion thereof and/or the appearance thereof, but need not, to make such repairs or have a contractor make such repairs and replacements, and charge Tenant shall pay Landlord the cost thereof, including a percentage of for the cost thereof as additional rent, together with interest at the rate of twelve percent (to be uniformly established for 12%) per annum from the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with date of making such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisespayments.

Repairs. Landlord shall repair and maintain the structural portions of the Buildings, and the plumbing, heating, ventilating, airconditioning and electrical systems installed or fumished by Landlord and located within or outside the Premises, unless such maintenance and repairs are caused in part or in whole by the act, neglect, fault or omission of any duty by Tenant or the "Tenant Parties," as that term is defined in Section 10.1, below, in which event ------------ Tenant shall pay to Landlord, as Additional Rent, the reasonable cost of such maintenance and repairs. Tenant shall, at Tenant's own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof. keep the -------- Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term, reasonable wear and tear excepted. In additionIf either Landlord or Tenant fails in its obligations to make, Tenant shallor to commence making and diligently pursue, at Tenant's own expense but a repair under the supervision and subject terms of this Lease, after reasonable notice, assumed to be thirty (30) days in nonemergency situations, the prior approval other party may accomplish the repair at the expense of Landlordthe party failing to make the repair, provided such expense is reasonable, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage provided the party charged has had a fair opportunity to accomplish the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewithrepair. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives and CREEKSIDE PLAZA x TriNet Employer Group, howeverInc. releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shallTenant, at Tenant's own its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings thereinany leasehold improvements installed pursuant to any prior lease, in good orderbut excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, repair ventilation and condition at all times during the Lease Term. In additionair conditioning units, Tenant shallkitchens (including hot water heaters, at Tenant's own expense but under the supervision and subject to the prior approval of Landlorddishwashers, garbage disposals, insta-hot dispensers, and within any reasonable period plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsPremises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof whenever and by whomever installed or paid for; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sameLines (defined in Section 23). Notwithstanding the foregoing, Landlord may at its option, or shall on Tenant’s request, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the actual cost of such work plus a coordination fee equal to 5% of such cost (and if Landlord’s employees or management personnel perform such work, no other overhead fee or profit percentage will be responsible for repairs charged). Landlord shall perform all maintenance and repairs, at Landlord’s sole cost, or subject to reimbursement of Expenses pursuant to Section 4 of this Lease, as appropriate, to (i) the roof and exterior walls, foundation walls and roof windows of the Building, (ii) the Base Building, and (iii) the Common Areas, to a standard consistent with first-class office buildings. As used herein, “Base Building” means the structural portions of the floors of the Building, together with all mechanical (including HVAC), electrical, plumbing and the fire/life-safety systems and equipment of serving the Building (collectivelyin general, the "Base Building"), except to the extent that such repairs are required due to the negligence whether located inside or willful misconduct outside of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. (a) Tenant shallshall keep the Premises (including, at without limitation, all Fixtures) in good condition and, upon expiration or earlier termination of the Term, shall surrender the same to Landlord in good condition, reasonable wear and tear, damage by reason of Casualty and any other items Tenant is not expressly responsible for under this Lease excepted. Tenant's own expense’s obligation shall include, keep without limitation (and notwithstanding the provisions of Section 4.05(b) below), the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Building outside of the Premises, including all improvementsit being agreed that (i) Tenant shall be obligated to repair any such damage to equipment and other installations within the Premises if such damage adversely affects any Building systems, fixturesthe Building’s structural components, equipmentand/or any area outside of the Premises and (ii) Landlord shall have no obligation to repair any such damage within the Premises unless such repair is expressly provided to be Landlord’s responsibility under Section 4.05(b). Any maintenance, window coveringsrepair or replacement to the windows, the Building systems, the Building’s structural components or any areas outside the Premises and furnishings which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s expense, which expense shall be reasonable and without profit or xxxx-up by Landlord or any Landlord Affiliate. (b) Landlord, at Landlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includable therein), in good ordershall operate, maintain, repair and condition at replace, if necessary (i) all times during structural portions of the Lease Term. In additionBuilding, Tenant shallsuch as, at Tenant's own expense but under by way of example only, the supervision roof, foundation, footings, exterior walls, load-bearing columns, ceiling and subject to floor slabs, windows, window xxxxx and sashes, (ii) all common and public service areas of the prior approval of LandlordBuilding, including, without limitation, any common elevators, escalators, access areas and within any reasonable period of time specified by Landlorddriveways, promptly landscaped areas and adequately repair corridors, (iii) all damage to Building systems serving the common and public service areas and the Premises and replace (iv) all fixtures located in the core restrooms (x) in the Premises or repair all damaged or broken fixtures and appurtenances; provided however(y) which are common restrooms located on a floor of the Building only a portion which is included in the Premises, thatas well as the plumbing serving such core restrooms, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsthroughout the Term, and in such a manner as is consistent with the maintenance, operation and repair standards of First Class Office Buildings; provided, that Landlord’s obligations under this Section 4.05(b) shall be limited to areas of, and installations within, the Building which Tenant shall pay Landlord is entitled to use or which otherwise serve the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for samePremises. Notwithstanding the foregoing, if any damage repaired by Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence under this Section 4.05(b) is caused by Tenant or willful misconduct any of Tenant; provided’s agents, howeveremployees, that if invitees and licensees, such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord repair shall be performed in a manner so as not to materially interfere with by Landlord at Tenant's use of’s expense, which expense shall be reasonable and without profit or access to, the Premises; provided that, with respect to items (ii) and (iii) above, xxxx-up by Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesany Landlord Affiliate.

Repairs. Tenant shall(a) At its cost (which cost shall be an Operation and Maintenance Cost under Article 5 above), at Tenant's own expenseLandlord shall make all repairs necessary to maintain the plumbing, keep the Premisesheating, including ventilating, air conditioning and electrical systems (except light fixtures), windows, floors (except carpeting) and all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval other structural portions of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided provided, however, that, at Landlord's option, or if Tenant fails that Landlord shall not be obligated to make such repairs, Landlord may, but need not, make any of such repairs and replacements, and until Landlord has received written notice from Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with that such repairs and replacements forthwith upon being billed for samerepair is needed. Notwithstanding the foregoing, Landlord shall be responsible for repairs the maintenance and repair of all common areas and facilities in the Building provided that Tenant shall be responsible for the repair of any damage to the exterior wallsPremises or the Building common areas and facilities caused by the negligence of Tenant and its agents, foundation servants, employees, invitees, licensees, subtenants, or contractors. (b) Except for Landlord's repairs under paragraph (a) above, at its sole cost and roof expense, Tenant shall make all other repairs necessary to maintain and keep the Premises and the fixtures therein in neat and orderly condition. If Tenant refuses or neglects to make such repairs within five (5) business days (or such longer period reasonably necessary to complete the repair), after written notice from Landlord of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenantneed therefor, Landlord shall nevertheless may make such repairs at the expense of Tenant and such expense, along with a fifteen (15%) percent service charge, shall be collectible as additional rent. At Tenant's expense, orLandlord shall make all repairs to the light fixtures in the Premises, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. including replacement bulbs and ballasts. (c) Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to liable for any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere interference with Tenant's use of, or access to, business arising from the Premises; provided that, with respect to items making of any repairs in the Premises under paragraph (ii) and (iiia) above, . Landlord shall use commercially reasonable efforts to not materially interfere as little as reasonably practicable with the conduct of Tenant's use of, or access to, the Premisesbusiness. There shall be no abatement of Base Rent because of such repairs.

Repairs. AND ALTERATIONS Landlord shall maintain the structural portions of the Project including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass, columns, beams, shafts, stairs, stairwells, elevator cabs and common areas and shall also maintain and repair the basic mechanical, electrical, lifesafety, plumbing, sprinkler systems and heating, ventilating and air-conditioning systems (provided, however, that Landlord's obligation with respect to any such systems shall be to repair and maintain those portions of the systems located in the core of the Project or in other areas outside of the Premises, but Tenant shallshall be responsible to repair and maintain any distribution of such systems throughout the Premises). Except as expressly provided as Landlord's obligation in this Article 9, Tenant shall keep the Premises in good condition and repair. All damage or injury to the Premises or the Project resulting from the act or negligence of Tenant, its employees, agents or visitors, guests, invitees or licensees or by the use of the Premises shall be promptly repaired by Tenant, at its sole cost and expense, to the satisfaction of Landlord; provided, however, that for damage to the Project as a result of casualty or for any repairs that may impact the mechanical, electrical, plumbing, heating, ventilation or air-conditioning systems of the Project, Landlord shall have the right (but not the obligation) to select the contractor and oversee all such repairs. Landlord may make any repairs which are not promptly made by Tenant after Tenant's receipt of written notice and the reasonable opportunity of Tenant to make said repair within five (5) business days from receipt of said written notice, and charge Tenant for the cost thereof, which cost shall be paid by Tenant within five (5) days from invoice from Landlord. Tenant shall be responsible for the design and function of all nonstandard improvements of the Premises, whether or not installed by Landlord at Tenant's own expenserequest. Tenant waives all rights to make repairs at the expense of Landlord, keep or to deduct the Premisescost thereof from the rent. Tenant shall make no alterations, including all improvementschanges or additions in or to the Premises (collectively, fixtures, equipment, window coverings"ALTERATIONS") without Landlord's prior written consent, and furnishings thereinthen only by contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall construct such Alterations in a good and workmanlike -7- <PAGE> manner, in good orderconformance with all applicable federal, repair state, county and condition municipal laws, rules and regulations, pursuant to a valid building permit, and in conformance with Landlord's construction rules and regulations. If Landlord, in approving any Alterations, specifies a commencement date therefor, Tenant shall not commence any work with respect to such Alterations prior to such date. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations. Prior to the commencement of any Alterations, Tenant shall provide Landlord with evidence that Tenant carries "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood that all times during the such Alterations shall be insured by Tenant pursuant to Article 14 of this Lease Termimmediately upon completion thereof. In addition, Landlord may, in its discretion, require Tenant shallto obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien free completion of such Alterations and naming Landlord as a co-obligee. If permitted Alterations are made, they shall be made at Tenant's own sole cost and expense but under and shall be and become the supervision and subject to the prior approval property of Landlord, except that Landlord may, by written notice to Tenant given at least thirty (30) days prior to the end of the Term, require Tenant at Tenant's expense to remove all partitions, counters, railings and within other Alterations installed by Tenant, and to repair any reasonable period of time specified by Landlord, promptly and adequately repair all damage damages to the Premises caused by such removal. Any and replace all costs attributable to or repair all damaged related to the applicable building codes of the city in which the Project is located (or broken fixtures any other authority having jurisdiction over the Project) arising from Tenants plans, specifications, improvements, alterations or otherwise shall be paid by Tenant at its sole cost and appurtenances; provided however, that, at Landlord's option, or if Tenant fails expense. With regard to make such repairs, Alterations or any other work arising from or related to this Article 9, Landlord may, but need not, make such repairs and replacements, and shall be. entitled to receive an administrative/supervision fee (which fee shall vary depending upon whether or not Tenant shall pay Landlord orders the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Buildingwork directly from Landlord) sufficient to reimburse compensate Landlord for all overhead, general conditions, fees and other costs or and expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for samework. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof The construction of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, initial improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as governed by the terms of the Tenant Work Letter and not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesterms of this Article 9.

Repairs. (a) Tenant shallshall keep the Premises (including, without limitation, all Fixtures) in good condition and, upon expiration or earlier termination of each applicable Term, shall surrender the applicable Premises to Landlord in the same condition as when first occupied, reasonable wear and tear excepted and otherwise in the condition required under Section 4.03(c). Tenant’s obligation shall include, without limitation (and notwithstanding the provisions of Section 4.05(b) below), the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Premises or anywhere in the Building. Any maintenance, repair or replacement to the windows, the Building systems, the Building’s structural components or any areas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s reasonable expense. Tenant shall not commit or allow to be committed any waste or damage to any portion of the Premises or the Project. (b) Subject to the second sentence of Section 4.05(a), Landlord, at Tenant's own expenseLandlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includable therein), keep shall operate, maintain, repair and replace, if necessary, (i) all structural portions of the Building, such as, by way of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window sxxxx and sashes, (ii) all common and public service areas of the Building, including, without limitation, all common elevators, (iii) all Building systems serving the common and public service areas and the Premises and (iv) all fixtures located in the core restrooms in the Premises, including all improvements, fixtures, equipment, window coveringsthroughout the Term, and furnishings thereinin such a manner as is consistent with the maintenance, in good orderoperation and repair standards of First Class Office Buildings; provided, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but that Landlord’s obligations under the supervision and subject this Section 4.05(b) shall be limited to the prior approval of Landlordareas of, and within any reasonable period of time specified by Landlordinstallations within, promptly and adequately repair all damage the Building which Tenant is entitled to use or which otherwise serve the Premises and replace or repair all damaged or broken fixtures Landlord shall have no liability to Tenant for any failure to maintain such standards except to the extent such failure materially and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs adversely affects Tenant’s use and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage enjoyment of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for samePremises. Notwithstanding the foregoing, if any damage repaired by Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence under this Section 4.05(b) is caused by Tenant or willful misconduct any of Tenant; provided’s agents, howeveremployees, that if invitees and licensees, such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord repair shall be performed in a manner so as not to materially interfere with by Landlord at Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially ’s reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesexpense.

Repairs. (a) Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in shall take good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval care of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken the fixtures and appurtenances; provided howeverimprovements therein, thatincluding, but not limited to, carpet, drywall and fixtures (except for the unexposed pipes, ducts and conduits in and through the Premises), and, at Landlord's optionits sole cost and expense, make repairs, restorations or if replacements as and when needed to preserve them in good working order and condition. If Tenant fails to make such any repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs restorations or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoingrequired by this Lease, Landlord shall be responsible for repairs may (but without any obligation to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to do so) make such repairs, restorations, or replacements at the expense of Tenant and such expense shall be due as additional rent. Tenant shall comply with all provisions of Sections 12 and 14 of this Lease in connection with such repairs, restorations and replacements. (b) Landlord shall make repairs, restorations and replacements as and when needed to those portions of the Building which are not required to be maintained by Tenant or other tenants of the Building in order to preserve them in good working order and condition. Landlord shall replace all lamps, tubes and ballasts used in the Premises either after notice from Tenant or as a result of any periodic relamping program undertaken by Landlord. Such repairs, restorations and replacements shall be included within Operating Cost unless the need for such repairs, restorations and replacements resulted from any fault or negligence of Tenant or Tenant's employees, agents or invitees, in which event the amount paid for such repairs, restorations and replacement shall be immediately due from Tenant to Landlord with interest at the Default Rate from the dates of Landlord's payments. (c) There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to, or interruption of business, arising from Landlord, Tenant or others making any repairs, restorations, replacements, alterations, additions or improvements and additions to the Premises in or to any portion of the Building or the Premises, or in or to any fixtures, appurtenances or equipment located in the Building as Landlord shall desire or deem necessary thereof or as Landlord may be required a result of other tenants failing to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) make repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Landlord will turn the Leased Premises over to Tenant shallin good working order. Thereafter, Landlord will be responsible for the maintenance of the roof, exterior walls and gutters, and for structural repairs, unless such repairs are caused or necessitated by Tenant, its employees, customers or contractors. Additionally, Landlord shall maintain at Tenant's own expenseits expense all landscaping, keep driveways, parking areas and sidewalks. The Tenant is responsible for maintaining the Leased Premises, and for keeping the Leased Premises in good repair, unless such repairs are necessitated by the negligence of Landlord or his agents. The Tenant is responsible for maintaining the following items unless such repairs are caused or necessitated by the negligence of the Landlord, other tenants or the Landlord’s contractors. (a) all interior walls, floors and ceilings. (b) all interior glass and windows, doors, and doorframes, including all improvementsdock and garage doors, fixtures, equipment, window coveringstruck bumpers, and furnishings thereinrelated dock devices. (c) all electrical, lighting (including exit and emergency lighting), plumbing, sprinkler heads and lines, specifically designated for, and installed for the Leased Premises, excluding, however, all electrical and plumbing lines, pipes, wires, ducts and conduits which serve any other part of the Entire Premises other than the Leased Premises; and further provided that all such systems will be turned over to Tenant in good working order. If Tenant fails to perform its obligations under this Paragraph 13 or any other provision of this Lease, Landlord may at its option enter the Leased Premises after five (5) days’ prior written notice to Tenant (except in the case of emergency, in which case no notice shall be required), perform such obligations on Tenant’s behalf and put the Leased Premises in good order, repair condition and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlordrepair, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs due as additional rent to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere together with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises’s next rental installment.

Repairs. (a) Tenant shall, shall be solely responsible for and shall keep and repair at Tenant's its own expense, keep the Premisesexpense entire premises, including all improvementsbut not limited to the roof, the exterior walls of the leased premises (including but not limited to: painting, graffiti removal, vandalism and damage), the ventilating, plumbing, electrical wiring, lights, fixtures, equipmentglass, window doors, floors and floor coverings, sewage facilities, grease traps, air conditioning and furnishings thereinheating and all other structural and non-structural parts of the premises, interior and exterior in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation painting and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewithrepairs. Landlord may, but IS NOT REQUIRED TO MAKE any such repairs which become necessary or desirable by reason of the neglect or negligence of the Tenant, its agents, servants, employees or customers. The Tenant shall not be required toresponsible to maintain the roof (in a watertight condition), enter the Premises at all reasonable times to make such repairsgutters, alterationsfoundation, improvements and additions to the Premises or to exterior walls of the Building or to any equipment located (including glass and doors) down spouts and all other major structural portions of the premises, the parking and alleyways surrounding the building and the building including the concrete floors in good condition. In no event shall the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not liable to materially interfere with Tenant's use of, tenant for any water damage caused by any defect or access torequired repair to the roof or any portion of the premises. Notwithstanding that the Lessee shall be responsible for all repairs to the premises, the Tenant agrees to give Landlord immediate notice in writing of any major repairs required and/or being performed. (b) Lessee agrees to keep and maintain the parking lot and the alleyways immediately surrounding the leased premises and to keep the Premises; provided that, with respect free from its trash and debris. In the event the Tenant fails or refuses to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, so maintain the premises or access toany portion thereof, the PremisesLandlord may, at its option, do so at the expense of the Tenant.

Repairs. Except for Landlord’s obligations below, Tenant shall, at Tenant's own expense, keep the PremisesPremises (other than those portions of the Premises that are Landlord’s express responsibility to maintain and repair under this Lease), including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers) that exclusively serve the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, except for reasonable wear and tear, casualty, and repairs that are Landlord’s express responsibility under this Lease. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear, casualty, or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the reasonable cost thereof, including a reasonable percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon within thirty (30) days after being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs and maintenance in good order consistent with comparable class A office buildings to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectivelyincluding, the "Base Building"without limitation, electrical, plumbing, elevator and HVAC systems), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to Section 19.5.2 and Article 27, Landlord may, but shall not be required to, enter the Premises at all reasonable {3925-00031/01363433;7} -23- SHORES CENTERSoleno Therapeutics, Inc. times (but with not less than 24 hours’ advance notice to Tenant except in an emergency or in connection with regularly schedule maintenance) to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem reasonably necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives and releases any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. (a) Tenant shallshall take good care of the Demised Premises and the fixtures, appurtenances and equipment therein (collectively, "Fixtures") and at its sole cost and expense make all repairs thereto as and when needed to preserve them in good working order and condition. All damage or injury to the Demised Premises and to its Fixtures which is caused by or results from (i) moving Tenant's own expenseproperty in or out of the Building, keep or (ii) the installation or removal of Tenant's furniture, Fixtures or other property, or (iii) the carelessness, omission, neglect, negligence, or improper conduct of Tenant or its employees, contractors, agents, licensees or invitees, shall be repaired, restored or replaced promptly by Tenant at its expense to the reasonable satisfaction of Landlord. Such repair, restoration and replacement shall be in quality and class equal to the original work or installation. If Tenant fails to make any such repair, restoration or replacement within ten (10) days after notice from Landlord (except in an emergency), then the repair, restoration and replacement may be made by Landlord at the expense of Tenant. (b) Neither the exterior walls of the Building nor the windows and the exterior areas created by the Building set backs are part of the Demised Premises and Landlord reserves all rights to those walls, windows and setbacks, including the right to enter and store window washing and other supplies and equipment on the setback areas. 13.2 Landlord, as part of Expenses, will perform all necessary repairs and maintenance of all structural elements of the Building, all mechanical systems (including all HVAC and plumbing systems) serving the Demised Premises to the extent that the same are outside of the Demised Premises, including all improvementswalls and floors outside of the Demised Premises, fixturesall common areas of the Building and all parking facilities, equipment, window coverings, and furnishings therein, necessary to maintain the same in good order, repair and condition at all times during the Lease Termfirst class condition. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and Landlord will commence repairs within any a reasonable period of time specified by Landlord, promptly and adequately repair all damage to after it is notified of the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make necessity of such repairs and replacementsshall diligently prosecute such repairs to completion. Notwithstanding the above, Landlord shall not be obligated to pay, as part of Expenses, and Tenant shall pay to Landlord the entire cost thereofof all maintenance, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse service and repairs performed by Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs respect to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the Building systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required to repair damage or injury due to the carelessness, omission, neglect, negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct improper conduct of Tenant, its employees, contractors, agents, licensees or invitees. 13.3 There shall be no allowance to Tenant for diminution of rental value and no liability on the part of the Landlord shall nevertheless make such repairs at Tenant's expenseby reason of inconvenience, orannoyance, if covered by Landlord's insurance, Tenant shall only be obligated interruption or injury to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter business arising from the Premises at all reasonable times making or failing to make such by Landlord of any repairs, alterations, additions or improvements and additions to the Premises in or to any portion of the Building or the Demised Premises or in or to any fixtures, appurtenances or equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesthereof.

Repairs. (a) Landlord shall, as part of Operating Expenses, keep the common areas of the Building (including, without limitation, all concourses, pedestrian passageways, elevator lobbies and restrooms), the roof, structural elements of the Building and those portions of the mechanical, electrical, plumbing, HVAC and other systems serving both the Premises and other areas of the Building in good order, repair and condition, including replacement or repair of all damaged or broken fixtures and appurtenances, at all times during the Term. (b) Except as provided in Section 7(a) above, Tenant shallwill, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, Premises in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlordreasonable wear and tear, and within any reasonable period of time specified by Landlord, Tenant shall promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided howeverappurtenances included in the Premises, thatunder the supervision and subject to the approval of the Landlord, at and within any reasonable period of time specified by the Landlord's option, or if . If Tenant fails to make such repairsdoes not do so, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the reasonable cost thereofthereof plus (x) all of Landlord's costs associated therewith (including, including without limitation, all sums expended by Landlord for review of plans and specifications) and (y) a percentage coordination fee equal to ten percent (10%) of the actual total cost thereof of any such repair or replacement. Tenant shall pay such costs and fee within twenty (to be uniformly established for the Building20) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon days after being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewiththerefor. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements improvements, installations and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shallThe Lessor shall have no duty to the Lessee to make any repairs or improvements to the premises except structural repairs necessary for safety and tenantability, repairs necessary to provide water, sewer, electricity and HVAC service to the Laboratory space, and such other repairs as are provided for herein. The Lessee shall not cause or permit any waste, damage, or injury to the premises. The Lessee, at Tenant's own its sole expense, shall keep the Premises, including premises as now or hereafter constituted with all improvements, fixtures, equipment, window coveringsimprovements made thereto in good condition (reasonable wear and tear excepted), and furnishings thereinshall make all repairs, replacements, and renewals necessary to maintain the premises. All repairs, replacements, and renewals shall be at least equal in good order, repair quality of materials and condition at all times during workmanship to that originally existing in the Lease Termpremises. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to event that the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant Lessee fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with any such repairs and replacements forthwith upon being billed for same. Notwithstanding within thirty (30) days after written demand from the foregoing, Landlord shall Lessor specifying the repairs and replacements needed to be responsible for repairs to done that are the exterior walls, foundation and roof responsibility of the BuildingLessee, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord Lessor may, but shall not be required to, enter the Premises at all reasonable times to make such repairsrepairs and replacements for the Lessee’s account, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building expense thereof shall constitute and be collectible as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeadditional rent; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements that if the Lessee has commenced diligently to effect such repairs or additions required by governmental replacements but such repairs or quasireplacements can not be completed within said thirty-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access today period, the Premises; provided thatLessee shall have a reasonable period of time to complete such repairs or replacements before the Lessor can make such repairs or replacements on the Lessee’s behalf. The Lessee shall indemnify, defend and hold the Lessor harmless against all costs, expenses, liabilities, losses, damages, suits, fines, penalties, claims, and demands, including reasonable counsel fees, attributable directly to Lessee’s failure to comply with respect the foregoing, and the Lessee shall not call upon the Lessor for any disbursement or outlay whatsoever in connection therewith, and expressly releases and discharges the Lessor of and from any liability therefor. The Lessor shall indemnify, defend and hold the Lessee harmless against all costs, expenses, liabilities, losses, damages, suits, fines, penalties, claims, and demands, including reasonable counsel fees, attributable directly to items (ii) Lessor’s failure to comply with the foregoing, and (iii) abovethe Lessor shall not call upon the Lessee for any disbursement or outlay whatsoever in connection therewith, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, and expressly releases and discharges the PremisesLessee of and from any liability therefor.

Repairs. From and after the Occupancy Date, and except as set forth in this Lease, the Tenant shall, at Tenant's its own cost and expense: (i) make interior non-structural repairs, replacements and renewals necessary to keep the PremisesPremises in as good condition, including all improvementsorder and repair as the same are at the commencement of the Term or thereafter may be put, fixturesreasonable wear and use and damage by fire or other casualty only excepted (it being understood, equipmenthowever, window coverings, that the foregoing exception for reasonable wear and furnishings therein, use shall not relieve the Tenant from the obligation to keep the Premises in good order, repair and condition at all times during condition), (ii) perform maintenance, repair and replacement of the Lease Term. In additionheating, Tenant shall, at Tenant's own expense but under the supervision ventilating and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to air conditioning units servicing the Premises (the “HVAC Units”) and replace or repair maintain a service contract for the HVAC Units exclusively serving the Premises with a reputable HVAC service provider; (iii) make all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such other repairs, Landlord may, but need not, make such repairs replacements and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs renewals which are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expenseand (iv) keep and maintain all portions of the Premises in a clean and orderly condition, orfree of accumulation of dirt, if covered by Landlord's insurancerubbish, and other debris. The Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements provide customary cleaning and additions rubbish removal service to the Premises on each business day as required. From and after the commencement of and during the Term, the Landlord shall (i) make all necessary repairs, replacements and renewals, interior and exterior, structural and non-structural, to keep the roof of the Building free of leaks and to maintain the foundation, pipes, conduits serving the Premises, floor slabs and other structural supports of the Building in good and sound condition; (ii) keep the Building and all electrical, mechanical, plumbing and other building systems and the parking areas, sprinklers and other improvements on the Property in as good condition, order and repair as the same are at the commencement of the Term or thereafter may be put, as per paragraph 37, damage by fire or other casualty only excepted; and (iii) keep the landscaping, sidewalks, common areas and corridors, stairways, elevators and all other public portions of the Property and Building in good order, condition and repair and in a safe and clean condition free from ice and snow. Except as otherwise expressly set forth herein, the costs and expenses of Landlord’s repairs, replacements and renewals shall be considered Common Expenses, subject to the Building limitations contained therein (including, without limitation, the requirement that certain expenses be capitalized). Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry provided Landlord has notified Tenant in writing of all such load limits. 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 making any repairs or changes which Landlord is permitted to perform by this Lease, in or to any equipment located in portion of the Premises, or the Building and other improvements to the Premises so long as Landlord shall desire or deem necessary or as Landlord may be required uses commercially reasonable efforts to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are minimize any resulting disruption to Tenant’s access to and use of the obligation of Tenant hereunder, Premises and provided that any such interruption shall not exceed a period of time in excess of fourteen days. If such interruption exceeds a period of fourteen days, Tenant obligations to pay rents and fees hereunder shall be equitably abated. Landlord shall provide Tenant with not less than 48 hours written notice prior to Landlord’s entry into the Premises by Landlord to perform any repairs or changes, except in the event of an emergency in which case only such notice, if any, as is appropriate shall be performed in a manner so as not given to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall4.1 Except as otherwise provided in this Lease, at Tenant's own expenseLessor shall maintain and repair the exterior walls, keep foundation, subfloor and roof of the PremisesBuilding and the utility installations, including all improvementswiring, fixturesconduit and plumbing that provide water, equipmentsewer, window coveringselectricity, telephone and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject gas service to the prior approval meter boxes of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's optionLeased Premises, or if Tenant there is no meter, to the first point on the interior of the Leased Premises. In no event shall Lessor be required to maintain or repair any doors, plate glass or other breakable materials used in the Building or to make any repairs resulting from any act or omission of Lessee or its subtenants or their respective agents, employees, invitees, contractors, concessionaires or similar parties. Lessor shall not be liable for any failure to make repairs unless Lessee first gives written notice to Lessor specifying the repair in question, such repair is in fact necessary and Lessor fails to make such repairscomplete the repair within a commercially reasonable time after the notice. In no event shall Lessor be liable for damage resulting from failure of plumbing, Landlord mayelectrical, but need notgas, make such repairs and replacementswater or other pipes, and Tenant shall pay Landlord systems or facilities in or about the cost thereofLeased Premises or the Building or for damage caused by water coming through the roof, including a percentage of skylights, vents or otherwise, unless the cost thereof (damage directly results from Lessor’s failure to maintain or repair facilities required to be uniformly established repaired or maintained by Lessor pursuant to the express terms of this Lease. However, Lessor shall not be liable to Lessee for any lost profits or consequential damages of any kind. 4.2 Except for those items which are expressly the Building) sufficient responsibility of Lessor pursuant to reimburse Landlord for all overheadSection 4.1, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord Lessee shall be responsible for all other maintenance and repairs to at the Leased Premises, and shall keep the Leased Premises and all equipment, facilities, light bulbs, filters and trade fixtures in or serving the Leased Premises. Without limitation, Lessee shall promptly replace all exterior wallsand interior glass that may be broken, foundation and roof cracked or otherwise damaged with glass of the Building, the structural portions of the floors of the Buildingsame quality and appearance, and shall maintain and repair all exterior and interior doors, including overhead garage doors. If Lessee fails to maintain or repair any item within ten days after Lessor’s request, Lessor may, but without obligation to do so and in addition to any other remedy, make the systems repair or perform the work without liability to Lessee for any resulting damage, and equipment of Lessee shall immediately reimburse the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered expenses incurred by Landlord's insurance, Tenant shall only be obligated to pay any deductible Lessor in connection therewith. Landlord mayLessee shall permit no waste, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions damage or injury to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Leased Premises.

Repairs. Tenant shall(a) Landlord shall make, at Tenant's own its sole cost and expense, keep all repairs necessary to maintain the PremisesBuilding structure, including roof, foundation, footings, common areas, plumbing, heating, air conditioning and electrical systems, windows, floors (except carpeting) and all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval items which constitute a part of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace are installed or repair all damaged or broken fixtures and appurtenances; provided however, that, at furnished by Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if Landlord shall not be obligated for any of such repairs are due until the expiration of a reasonable period of time after written notice from Tenant that such repair is needed. In no event shall Landlord be obligated under this Article 16 to repair ---------- any damage caused by any act, omission, accident or negligence of the Tenant or its employees, agents, invitees, licensees, subtenants, or contractors. (b) Except as the Landlord is obligated for repairs as provided in paragraph 16(a), Tenant shall make, at its sole cost and expense, all repairs --------------- necessary to maintain the Premises and shall keep the Premises and the fixtures therein in neat and orderly condition. If the Tenant refuses or neglects to make such repairs, or fails to diligently prosecute the same to completion, after written notice from Landlord of the need therefor, Landlord may make such repairs at the expense of Tenant and such expense shall be collectible as Additional Rent, along with a ten (10%) percent service charge. (c) Landlord shall not be liable by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations, additions or improvements in accordance with this Article 16 in or ---------- to the Premises or the Building or to any appurtenances or equipment therein, except to the extent repairs are necessitated by the gross negligence or willful misconduct of Tenant, Landlord. Landlord shall nevertheless make such repairs at use good faith efforts to interfere as little as reasonably practicable with the conduct of Tenant's expense, or, if covered by Landlord's insurance, Tenant business. There shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make no abatement of rent because of such repairs, alterations, improvements and additions or improvements, except as provided in Article 21, and, except to the Premises extent repairs are necessitated by ---------- the gross negligence or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation willful misconduct of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesLandlord.

Repairs. Tenant shall(a) Tenant, at Tenant's own ’s expense, shall in a good and workmanlike manner keep the interior, non-structural portions of the Premises (including, without limitation, all Improvements and Betterments and Tenant’s Property in the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, ) in good ordercondition and, repair upon the Expiration Date shall surrender the Premises to Landlord in broom clean condition (except as otherwise provided in this Lease), reasonable wear and condition at all times during tear and damage from casualty and/or condemnation excepted. Tenant’s ongoing obligation shall include, without limitation, the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject obligation to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage (normal wear and tear and casualty and condemnation damage excepted) caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Premises and replace or anywhere in the Building. Any maintenance, repair all damaged or broken fixtures and appurtenances; provided howeverreplacement to the windows (including, thatwithout limitation, any solar film attached thereto), the Building Systems, the Building’s structural components or any areas outside the Premises to the extent Tenant’s obligation to perform pursuant to this Section 4.04 shall be performed by Landlord at Tenant’s actual, reasonable, out-of-pocket expense. If Landlord's option, or if Tenant fails ’s access to make such repairsparticular areas of the Premises to perform any repairs as aforesaid is obstructed by the location of any of Tenant’s Property, Landlord may, but need not, make may request that Tenant remove or relocate such repairs and replacements, Tenant’s Property and Tenant shall pay Landlord the cost thereof, including a percentage do so. Tenant shall not commit or allow to be committed any physical waste or damage to any portion of the cost thereof (to be uniformly established for Premises or the Building. (b) sufficient to reimburse Landlord for all overheadAny maintenance, general conditions, fees and other costs repair or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs replacement to the windows (including, without limitation, any solar film attached thereto), the Building Systems, the exterior walls, foundation and roof of the Building, the Building’s structural components and all areas not leased by other tenants outside the Premises shall be the obligation of and be performed by Landlord. If Landlord’s access to particular areas of the Premises to perform any repairs as aforesaid is obstructed by the location of any of Tenant’s Property, Landlord may request that Tenant remove or relocate such Tenant’s Property and Landlord shall restore any damage to the Premises and/or Tenant’s Property as a result thereof. (c) Landlord shall repair and maintain, the public portions of the Building, both exterior and interior, including without limitation the structural portions of the floors of the BuildingBuilding (e.g. roof, foundation, loading bearing walls) and curtain wall, windows and exterior glass, and the systems and equipment of the Building (collectively, serving the "Base Building"), except Premises up to the extent that such repairs are required due point of connection to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, howeverPremises, except for those repairs for which Tenant is responsible pursuant to any of the other provisions of this Lease. (id) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises acknowledges and agrees that costs incurred by Landlord pursuant to Section 4.04(c) shall be performed included within Operating Expenses subject to the specific exclusions from Operating Expenses contained in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Section 2.03 hereof. Landlord shall use commercially reasonable efforts to not materially interfere obtain and enforce warranties which are customarily issued with Tenant's use ofrespect to any improvements, or access toequipment, the Premisesand/or other items which are Landlord’s obligations to repair hereunder.

Repairs. Tenant shall, at Tenant's own expense, pursuant to the terms of this Lease, including Article 8 hereof, keep the Premises, including and all improvements, fixtures, equipment, window coverings, equipment and furnishings thereintherein (including the heating, ventilation and air conditioning facilities and equipment), in good order, repair and condition at all times during the Lease Term. Tenant hereby acknowledges that Landlord shall not provide janitorial services to the Premises and that Tenant shall, at its sole cost and expense, cause janitorial services to be supplied to the Premises at all times during the Lease Term in order that the Premises shall be maintained in a clean, neat and orderly condition reasonably satisfactory to Landlord. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including Article 8 hereof, promptly and adequately repair all damage to the Premises and arid replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at al Landlord's option, or if Tenant fails falls to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingProject) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, . but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreeTenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, or (iii) repairs which are the obligation of Tenant hereunderunder any similar law, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use ofstatute, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, ordinance now or access to, the Premiseshereafter in effect.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant's own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings thereinany leasehold improvements installed pursuant to any prior lease, in good orderbut excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, repair ventilation and condition at all times during the Lease Term. In additionair conditioning units, Tenant shallkitchens (including hot water heaters, at Tenant's own expense but under the supervision and subject to the prior approval of Landlorddishwashers, garbage disposals, insta-hot dispensers, and within any reasonable period plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsPremises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof whenever and by whomever installed or paid for; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sameLines (defined in Section 23). Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to five percent (5%) of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Premises. In addition to the foregoing, Landlord shall at all times maintain the Building in a manner consistent with Comparable Buildings and in compliance with applicable Laws. Landlord shall perform its maintenance and repair obligations in a manner that is reasonably designed to minimize disruption of the operation of the businesses of Tenant and the other tenants of the Building, and ; provided that the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but foregoing shall not be required to, enter construed to require Landlord to perform work before or after normal business hours unless that nature of the Premises at all reasonable times work is such that commonly accepted practice in Comparable Buildings would be to make perform such repairs, alterations, improvements and additions to the Premises work before or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesafter normal business hours.

Repairs. (5.1) Not to damage the Property and Contents or make any alteration or addition to the property without the written permission of the Landlord not to be unreasonably refused (5.2) To keep the interior of the Property and the Contents in at least as good and clean condition and repair as they were at the commencement of the tenancy, with fair wear and tear excepted, and to keep the Property reasonably aired and warmed. The tenant will cover the cost of damage to internal doors, plaster surfaces, tiling, sanitary fittings, and Landlord’s contents including carpets, flooring, curtains and fabric coverings etc whether caused by accident, negligence or intent on the part of the Tenant shallor a visitor during the tenancy. (5.3) To pay the reasonable costs reasonably incurred by the Landlord or his Agent in replacing or repairing any furniture or other contents, lost, damaged or destroyed by the Tenant or, at the option of the Landlord, replace immediately any furniture or other contents, lost, damaged or destroyed by the Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings thereinnot to remove or permit to be removed any furniture or other contents from the Property. Should a replacement of broken or damaged goods be necessary, in good order, repair and condition this will be paid for by the tenant at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord mayan agreed cost, but need notchosen by the landlord. (5.4) That the Landlord or any person authorised by the Landlord or his Agent may at reasonable times of the day on giving 24 hours' written notice, make such repairs (unless in the case of an emergency) enter the Property for the purpose of inspecting its condition and replacements, and state of repair. The Tenant shall pay Landlord permit the cost thereof, including a percentage of the cost thereof (Property to be uniformly established for the Buildingviewed on reasonable notice (of at least 24 hours) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times during the final weeks of the tenancy (5.5) To keep the gardens (if any) driveways, pathways, lawns, xxxxxx and rockeries as neat, tidy and properly tended as they were at the start of the tenancy and not to make remove any trees or plants (5.6) To replace all broken glass in doors and windows damaged during the tenancy where the damage has been caused by the Tenant, a member of the Tenant’s family or their guests (5.7) To clean all windows on a regular basis and at the expiration of the tenancy. In the case of an apartment, this may only apply to interior windows. (5.8) Not to alter or change or install any locks on any doors or windows in or about the Property or have any additional keys made for any locks without the prior written consent of the Landlord, such repairsconsent not to be unreasonably withheld, alterationsand the cost of providing a set of keys for the Landlord or his agent to be met by the Tenant (5.9) To fix loose or unattached door furniture, improvements and additions door locks, window stays, kitchen cupboards, units and/or bathroom cupboards, or cover the cost of a contractor to do the same. (5.10) Not to affix any notice, sign, poster or other thing to the Premises internal or external surfaces of the Property in such a way as to cause damage. Sellotape, BluTac and glue must not be used directly on the walls or doors within the Property. (5.11) To take all reasonable precautions to prevent damage by frost (5.12) In order to comply with the Gas Safety Regulations, it is necessary: (a) that the ventilators provided for this purpose in the Property should not be blocked (b) that xxxxx or sooty build-up on any gas appliance should be reported immediately to the Building Landlord or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.Agent

Repairs. Tenant shall, at Tenant's own expense, keep Subject to the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In additionprovisions of Section 11, Tenant shall, at Tenant's own expense but under the supervision its sole cost and subject to the prior approval of Landlordexpense, and within any reasonable period of time specified by Landlordmake all needed maintenance, promptly and adequately repair all damage repairs to the Premises in a prompt, good and workmanlike manner, including but not limited to (i) the heating, ventilating, and air conditioning systems serving the Premises (unless Landlord, in its reasonable discretion, has notified Tenant of Landlord's desire to maintain, repair and replace such systems, in which case the cost and expense of such services shall be payable by Tenant to Landlord upon demand); (ii) the exterior and interior portion of all doors, windows, window frames, plate glass, door closures and other hardware, door frames and store fronts; (iii) all plumbing and sewage facilities within or repair serving the Premises, up to the connection to the main water or sewer line; (iv) all damaged or broken fixtures and appurtenancesequipment within or serving the Premises; provided however(v) all electrical and gas systems within the Premises up to the connection with the main service; (vi) all sprinkler and central station reporting systems within the Premises; (vii) all interior walls, thatfloors, at Landlordceilings and coverings thereof; (viii) any of Tenant's optionimprovements; (ix) all repairs, replacements or if alterations required by any governmental authority; (x) interior plastering, painting and water-proofing; (xi) wall and ceiling treatment; (xii) replacement of broken glass and plate glass; and (xiii) all necessary repairs and replacements of Tenant's trade fixtures required for the proper conduct and operation of Tenant's business. If Tenant fails shall fail to make such repairsany maintenance, repairs or replacements in and to the Premises as required in this Lease, Landlord mayshall have the right, but need notnot the obligation, to enter the Premises and to make the same for and on behalf of Tenant, and all sums so expended by Landlord shall be deemed to be additional rent hereunder and payable to Landlord upon demand. This Lease does not grant any rights to light or air over property, except over public streets kept open by public authority and signage maintained by Tenant on the exterior of the Building, which signage shall be subject to and maintained by Tenant in accordance with all governmental codes and regulations. At the termination of this Lease by lapse of time or otherwise, Tenant shall return the Premises and all fixtures and equipment therein in as good condition as when Tenant took possession, ordinary wear excepted, failing which Landlord may restore the Premises to such repairs and replacements, condition and Tenant shall pay Landlord the cost thereof. Any and all fixtures and leasehold improvements installed in the Premises by or on behalf of Tenant and all personal property, including a percentage fixtures and leasehold improvements owned by Tenant shall be removed from the Premises upon the termination of the cost thereof (Term or Tenant's right to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for samepossession. Notwithstanding the foregoing, Landlord shall be responsible for repairs to keep the foundation and the structural soundness of the exterior walls, foundation walls and roof of the BuildingPremises in good repair except that Landlord shall not be required to make any repairs occasioned by the act or neglect of Tenant, the structural portions its assignees, sublessees, servants, agents, employees, invitees, licensees, customers or concessionaires, or any damage caused by or as a result of Tenant's occupancy of the floors of Premises, or any damage caused by break-in, burglary, or other similar acts in or to the BuildingPremises. In the event that maintenance, and the systems and equipment repairs or replacements to any part of the Building (collectivelyincluding exterior walls and roof of Building) are necessitated in whole or in part by the act, the "Base Building")neglect, except to the extent that such repairs are required due to the negligence fault or willful misconduct omission of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of any duty by Tenant, Landlord shall nevertheless make its agents, servants, employees, invitees, concessionaires or customers, and such repairs at Tenant's expensemaintenance, or, if covered repair or replacements are not reimbursed by Landlord's insurance, Tenant shall only be obligated pay to pay any deductible in connection therewithLandlord the cost of such maintenance, repairs and replacements. Landlord may, but shall not be required to, enter If the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located should become in the Building as Landlord shall desire or deem necessary or as Landlord may be need of repairs required to do be made by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant Landlord hereunder, any such entry into the Premises by Landlord Tenant shall be performed in a manner so as not give immediate written notice thereof to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesLandlord.

Repairs. Tenant shallLandlord, at Tenant's its own cost and expense, keep shall maintain the Premises------- common areas and common area improvements of the Project (and, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval extent necessary to comply with Environmental Laws, the Land), all utility infrastructure from (i) the point of Landlord, and within any reasonable period connection to the lines of time specified by Landlord, promptly and adequately repair all damage the applicable utility provider to (ii) the connection point to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord (the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building"Utility Infrastructure"), the structural portions of foundation, the floors of the Buildingroof, and the systems structural soundness of the exterior and equipment load-bearing walls of the Building in good condition and repair, reasonable wear and tear excluded, and in accordance with and discharging obligations (collectivelyother than obligations of Tenant under this Lease) under applicable law, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that Tenant acknowledges and agrees that notwithstanding the foregoing, Landlord's costs for common area maintenance and roof maintenance are among the costs described in Paragraph 2C that are paid in part by Tenant as Tenant Costs, and further provided that nothing in this Paragraph 4.A. shall relieve Tenant of any of its repair or maintenance obligations as set forth in this Lease. The term "walls" as used herein shall not include windows, glass or plate glass, any doors, special store fronts or office entries, and the term "foundation" as used herein shall not include loading docks. The term "roof" shall not include any devices or equipment installed or otherwise located on the roof by or for the benefit of Tenant or any other tenant of the Project, and no such device or equipment may be so located without the prior written consent of Landlord, to be given or withheld in its reasonable discretion. Tenant shall immediately give Landlord written notice of defect or need for repairs, after which Landlord shall have reasonable opportunity to effect such repairs or cure such defect. If Landlord fails to perform its obligations under this section and Landlord does not begin to cure such failure within 30 days after Tenant delivers to Landlord written notice thereof (or within a reasonable period of time after notification in the event of an emergency) and thereafter diligently pursue the cure thereof to completion (even if such repairs are due cure period extends beyond 30 days), then Tenant may, after giving such 30-day written notice thereof (or such shorter written notice, or if necessary oral notice, as is reasonable under the circumstances in the event of an emergency) to the negligence or willful misconduct of TenantLandlord, perform Landlord's unperformed obligations. If Tenant shall so perform Landlord's obligations, then Landlord shall nevertheless make reimburse Tenant for the reasonable cost thereof, within 15 days after Tenant delivers to Landlord a written request therefor, together with such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or supporting documentation as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesreasonably request.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor or floors (or portion thereof) of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereofof any repairs or replacements actually made, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith actually made upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. (a) Except as otherwise expressly provided in this Article, Tenant shallassumes full and sole responsibility for the condition, operation, repair, maintenance and management of the demised premises throughout the term of this lease (and any renewal period), except that Tenant shall not be required to make repairs resulting from fire, flood, or other casualty provided Tenant maintains the insurance required under the terms of the lease and Tenant pays over to Landlord all insurance proceeds received therefrom. Landlord shall not be required to make any repairs, alterations, replacements, changes, additions or improvements in or to the demised premises at any time during the term of this lease (and any renewal period), unless such repairs are structural in nature and provided the repair thereof is not necessitated by (i) the negligent acts or omissions of Tenant or Tenant's contractors, employees, agents, subtenants, licensees or anyone acting on Tenant's behalf or (ii) whether or not caused by Tenant's negligence, if same was caused directly or indirectly by Tenant's Work (as hereinafter defined) or Tenant's Specialty Equipment. (b) Tenant, at Tenant's its own cost and expense, keep shall take good care of and shall maintain the Premisesdemised premises, including all improvements, fixtures, equipment, window coveringsfixtures and appurtenances, and furnishings thereinall water and sewer equipment and connections, gas pipes, wires and conduits for electricity and other utilities, in good orderand safe order and condition, repair and condition shall make all non-structural repairs thereto and replacements thereof, interior and exterior, ordinary and extraordinary, foreseen or unforeseen, and whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise, and all structural repairs if such repairs are caused or necessitated the negligent acts or omissions of Tenant or Tenant's contractors, employees, agents, subtenants, licensees or anyone acting on Tenant's behalf. If Landlord at any time shall give notice to Tenant that Tenant has failed to comply in any respect with the provisions of this Article, Tenant shall promptly perform all times repairs and other work specified in such notice. (c) At the end or other expiration of the term hereof, shall deliver up the rented premises in good order and condition, wear and tear from a reasonable use thereof, and damage by the elements not resulting from the neglect of fault of the Tenant, excepted. The Tenant shall neither encumber nor obstruct the sidewalks, driveways, yards, entrances, hallways and stairs, but shall keep and maintain the same in a clean condition, free from debris, trash and refuse. (d) Landlord shall not be required to provide any facilities, utilities or services of any kind whatsoever to or at the demised premises during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision term of this lease (and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsrenewal period), and Tenant shall provide and pay Landlord the cost thereof, including a percentage for all of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overheadsame, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, except that Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergenciesprovide Tenant with 24-hour per day, 7- days per week, 365-days per year access to the demised premises, (ii) repairsclean the common areas of the building, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesmaintain security and other building personnel.

Repairs. Tenant shall(a) Subject to the provisions of Paragraphs 9 and 58 of this Lease, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval full term of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoingthis lease, Landlord shall be responsible for make all structural repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building")Demised Premises, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to those which shall have been occasioned by the negligence or willful misconduct of Tenant, its agents, contractors, employees or invitees, which repairs Landlord shall nevertheless make such at Tenant?s sole cost and expense. Structural repairs are hereby defined to be repairs to the roof (but subject to the terms of Paragraph 47 hereof), the roof supports, the bearing walls, foundation, the structural steel and the exterior of the Building (except for windows, doors and plate glass). Except for Landlord's obligations specifically set forth in this Paragraph 48, Tenant shall, at Tenant's its own cost and expense, orkeep the Demised Premises in good condition, if covered repair and appearance at all times throughout the term of this lease including, without limitation, (i) maintenance, repair and replacement of the electrical, plumbing, sprinkler (but only to the extent that such sprinkler system is in the Demised Premises or exclusively services the Demised Premises), heating, air conditioning, ventilation, life safety and all other mechanical systems (but only to the extent that such life safety and other mechanical systems are in the Demised Premises or exclusively service the Demised Premises) servicing the Demised Premises; (ii) regularly- scheduled cleaning and maintenance of the interior of the Demised Premises; and (iii) the maintenance, repair and replacement of all windows, doors and plate glass. Notwithstanding anything to the contrary contained herein, upon the expiration or sooner termination of this lease, the Building systems shall be delivered to Landlord in working order. Tenant shall at all times obtain and keep in full force and effect for the benefit of Landlord and Tenant with a responsible company doing business in Suffolk County reasonably approved by Landlord's insuranceLandlord a service, repair and maintenance contract with respect to the heating, ventilating and air conditioning systems servicing the Demised Premises. A copy of such contract and renewals thereof shall, upon issuance and thereafter not later than ten (10) days prior to expiration, be furnished to Landlord together with evidence of payment. Notwithstanding anything to the contrary contained herein, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required toto make any repairs (whether structural or non-structural) to the extent same are necessitated by the gross negligence or willful misconduct of Landlord or its agents, enter employees or contractors. (b) If the Demised Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty, and Landlord has not terminated this lease pursuant to subsection (c) of Article 9 hereof, then Landlord shall, as soon as reasonably practicable following the occurrence of the subject fire or other casualty, deliver to Tenant written notice of Landlord?s independent architect?s estimated time for restoration of the Premises. If the estimated date of completion of such restoration work (the "Estimated Date of Completion") is more than twelve (12) months, then Tenant shall have the right to terminate this lease by written notice delivered to Landlord within thirty (30) days following receipt of such written notice by Landlord. In addition, if Landlord has not completed the making of the required repairs and restored and rebuilt the Premises at all reasonable times to make such repairs, alterations, improvements and additions and/or access thereto prior to the Premises or Estimated Date of Completion, Tenant may serve notice on Landlord of its intention to terminate this lease and, if within thirty (30) days thereafter Landlord shall not have completed the Building or to any equipment located making of the required repairs and restored and rebuilt the Premises, this lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date. In the event of the occurrence of a casualty described in the Building as first sentence of this Paragraph 48(b), provided that Landlord shall desire or deem necessary or as Landlord may be required does not terminate this lease pursuant to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for subsection (ic) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) aboveArticle 9 hereof, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use ofrelocate Tenant to temporary space in a building owned by Landlord or Landlord?s affiliate, or access to, the Premisessubject to availability.

Repairs. (a) Except as otherwise expressly provided in this Lease, Landlord shall have no obligation to alter, remodel, improve, repair, renovate, redecorate or paint all or any part of the Premises. Landlord shall repair, maintain and replace as necessary, as part of Operating Expenses to the extent provided in Section 7 hereof, (i) the foundation and structural elements of the Building (including structural load bearing walls and roof structure), (ii) the Building’s and Project’s Common Areas, and (iii) to the extent installed by Landlord, the base Building mechanical, utility lines, connections and meters (but expressly excluding any tenant sub-meters); provided, however, to the extent such maintenance, repairs or replacements are required as a result of any act, neglect, fault or omission of Tenant shallor any of Tenant’s agents, at contractors, employees, invitees, licensees, tenants or assigns (the “Tenant's own expense, keep ’s Parties”) or because of Tenant’s specific use of or Alterations to the Premises, including all improvementsTenant shall pay to Landlord, as Additional Rental, the costs of such maintenance, repairs and replacements. Landlord shall not be liable for any failure to make any such repairs, or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. 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 Project, Building or the Premises or in or to fixtures, equipmentappurtenances and equipment therein. Landlord shall not be required to make any repairs or improvements to the Premises other than as expressly required under this Lease. (b) Except for Landlord’s obligations specifically set forth elsewhere in this Lease, window coverings, and furnishings therein, in good order, repair and condition Tenant shall at all times during and at Tenant’s sole cost and expense, manage and maintain the Lease TermPremises (including all Building systems) in a first-class condition consistent with similar Class “A” buildings in Mountain View and Palo Alto and shall keep, maintain, clean, repair, renovate, retrofit, preserve and replace, as necessary, the Premises and all parts thereof, including, without limitation, plumbing/pipes and conduits at the point of entry into the Building and inside the Premises, all HVAC systems located within the Premises, all windows, restrooms, ceilings, interior walls, skylights, interior and demising walls, doors, electrical and lighting equipment, sprinkler systems, loading dock areas and doors, fences, signs, sprinkler and electrical systems within the Premises, fire and life safety systems and lighting and HVAC control systems, and any Tenant Improvements and Alterations, so as to keep the Premises in such first class condition and repair, reasonable wear and tear and casualty damage excepted. In additionAdditionally, Tenant shallshall be responsible for the expense of installation, at Tenant's own expense but under the supervision and subject to the prior approval of Landlordoperation, and within any reasonable period maintenance of time specified by Landlord, promptly its telephone and adequately repair all damage other communications cabling from the point of entry into the Project to the Premises and replace throughout the Premises. Tenant shall promptly report, in writing, to Landlord any defective or repair all damaged dangerous condition known to Tenant. Tenant shall maintain the Building’s structure or broken fixtures and appurtenances; provided however, that, at systems which are located in the interior of the Premises. At Landlord's ’s option, or if Tenant fails to maintain the Premises or to make such repairs, Landlord may, but need not, perform such maintenance or make such repairs and replacementsrepairs, and in which case Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements repairs and additions maintenance to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. To the fullest extent permitted by Law, howeverTenant hereby waives and releases all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises as may be provided by any law, statute or ordinance now or hereafter in effect, including Sections 1941 and 1942 of the California Civil Code. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, except for as specifically and expressly herein set forth. (c) Tenant shall, at Tenant’s sole cost and expense, procure and maintain regularly scheduled preventive maintenance/service contracts (copies of which shall be delivered to Landlord upon request), in form and substance approved by Tenant, for: (a) heating, air conditioning and ventilation equipment; (b) boiler, fired or unfired pressure vessels; (c) fire sprinkler and/or standpipe and hose or other automatic fire extinguishing systems, including fire alarm and/or smoke detection; and (d) elevators, to the extent solely within the Building and solely servicing the Premises. All maintenance/service contracts shall include all services recommended by the equipment manufacturer within the operation/maintenance manual and shall become effective (and a copy thereof delivered to Landlord) within thirty (30) days following the Lease Commencement Date. The term of any such service contracts shall not extend beyond the Lease Term. (d) If Tenant refuses or neglects to repair and maintain the Premises properly as required hereunder to the reasonable satisfaction of Landlord, then at any time following ten (10) Business Days from the date on which Landlord makes a written demand on Tenant to effect such repair and maintenance, Landlord may (i) emergenciesenter upon the Premises and perform such maintenance and/or make such repairs, and upon completion thereof, Tenant agrees to pay to Landlord as Additional Rental, Landlord’s costs for making such repairs plus ten percent (10%) of such costs for overhead, within ten (10) days after receipt from Landlord of a written itemized bill xxxrefor, or (ii) repairstake over Tenant’s repair obligations for the remainder of the Term (including any Option Term), alterations, improvements or additions required and include the cost of same in Operating Expenses. Any amounts not reimbursed by governmental or quasi-governmental authorities or court order or decree, or Tenant within the aforementioned ten (iii10) repairs which are Business Day period will bear interest at the obligation of Tenant hereunder, any such entry into the Premises Interest Rate until paid by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shallagrees that, at Tenant's own its sole cost and expense, it will keep and maintain the Premises, including including, but not limited to, all improvementsBuilding systems, fixturesexterior (provided Landlord shall be responsible for the structural condition and Tenant shall be responsible for the maintenance and repair of the exterior), equipmentinterior, window coveringsroof membrane, parking areas and landscaping and all alterations, additions and improvements thereto in good condition and repair, except for normal wear and tear. Landlord shall assign to Tenant if, when and to the extent necessary, the roofing system limited warranty from Firestone Building Products Company which runs for a period of twelve (12) years from and after January 25, 1999, and furnishings thereinall other warranties received. Tenant shall at once report, in good orderwriting, repair and to Landlord any defective or dangerous condition at all times during the Lease Termknown to Tenant. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at At Landlord's option, or if Tenant fails to maintain the Premises or to make such repairs, Landlord may, but need not, perform such maintenance or make such repairs and replacementsafter not less than five (5) business days notice to Tenant (except in situations involving an emergency), and in which case Tenant shall pay Landlord the cost thereof, including a percentage twenty percent (20%) of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements repairs and additions maintenance to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. To the fullest extent permitted by law, however, except for (i) emergencies, (ii) repairs, alterations, improvements Tenant hereby waives and releases all rights to make repairs at the expense of Landlord or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into in lieu thereof to vacate the Premises as may be provided by any law, statute or ordinance now or hereafter in effect, including Sections 1941 and 1942 of the California Civil Code. Except as provided in the Work Letter, Landlord shall be performed in a manner so as not has no obligation and has made no promise to materially interfere with Tenant's use ofalter, remodel, improve, repair, decorate or access to, paint the Premises; provided that, with respect to items (ii) and (iii) abovePremises or any part thereof. Notwithstanding the foregoing sentence, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use ofits sole cost and expense be responsible for the repair and maintenance of the structural elements, or access to, roof structure and foundation of the Premises, and such cost shall not be charged to Tenant as "Additional Rental" hereunder.

Repairs. Tenant shall(a) Except as otherwise expressly provided in this Lease, Landlord shall have no obligation to alter, remodel, improve, repair, renovate, redecorate or paint all or any part of the Premises. Landlord shall repair, maintain and replace as necessary, (i) as part of Operating Expenses to the extent provided in Section 7 hereof, the roof structure, the elevators in the Premises and the Buildings’ and Project’s Common Areas and (ii) at Tenant's own Landlord’s sole cost and expense, keep the foundation and structural elements of the Buildings (including structural load bearing walls); provided, however, to the extent such maintenance, repairs or replacements are required as a result of any act, neglect, fault or omission of Tenant or any of Tenant’s agents, contractors, employees, invitees, licensees, tenants or assigns (the “Tenant’s Parties”) or because of Tenant’s specific use other than office use of or Alterations to the Premises, including all improvementsTenant shall pay to Landlord, as Additional Rental, the costs of such maintenance, repairs and replacements. Landlord shall not be liable for any failure to make any such repairs, or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Except as expressly provided in this Lease, 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 Project, the Buildings or the Premises or in or to fixtures, equipmentappurtenances and equipment therein. Landlord shall not be required to make any repairs or improvements to the Premises other than as expressly required under this Lease. (b) Except for Landlord’s obligations specifically set forth elsewhere in this Lease, window coverings, and furnishings therein, in good order, repair and condition Tenant shall at all times during and at Tenant’s sole cost and expense, manage and maintain the Premises (including all Building systems to the extent located in and exclusively servicing the Premises) in a first-class condition consistent with similar Class “A” buildings in Mountain View and shall keep, maintain, clean, repair, renovate, retrofit, preserve and replace, as necessary, the Premises and all parts thereof, including, without limitation, plumbing/pipes and conduits at the point of entry into the Premises and inside the Premises, all HVAC systems located within the Premises, all windows, restrooms, ceilings, interior walls, skylights, interior and demising walls, doors, electrical and lighting equipment, sprinkler systems, loading dock areas and doors, fences, signs, sprinkler and electrical systems within the Premises, fire and life safety systems and lighting and HVAC control systems, and any Tenant Improvements and Alterations, so as to keep the Premises in such first class condition and repair, reasonable wear and tear and casualty damage excepted. Additionally, Tenant shall be responsible for the expense of installation, operation, and maintenance of its telephone and other communications cabling from the point of entry into the Project to the Premises and throughout the Premises. Tenant shall at once report, in writing, to Landlord any defective or dangerous condition known to Tenant. To the fullest extent permitted by Law, Tenant hereby waives and releases all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises as may be provided by any law, statute or ordinance now or hereafter in effect, including Sections 1941 and 1942 of the California Civil Code. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, except as specifically and expressly herein set forth. (c) In connection with Tenant’s Lease Term. In additionof the 301 Premises and the 321 Premises, Tenant shall, at Tenant's own expense but under the supervision ’s sole cost and subject expense, procure and maintain regularly scheduled preventive maintenance/service contracts (copies of which shall be delivered to Landlord upon request), in form and substance approved by Tenant, for: (a) heating, air conditioning and ventilation equipment; (b) boiler, fired or unfired pressure vessels; and (c) fire sprinkler and/or standpipe and hose or other automatic fire extinguishing systems, including fire alarm and/or smoke detection, to the prior approval extent solely within the Premises. All maintenance/service contracts shall include all services recommended by the equipment manufacturer within the operation/maintenance manual and shall become effective (and a copy thereof delivered to Landlord) within thirty (30) days following the Lease Commencement Date. The term of Landlord, any such service contracts shall not extend beyond the Lease Term. (d) If Tenant refuses or neglects to repair and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage maintain the Premises properly as required hereunder to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided howeverreasonable satisfaction of Landlord (a “Tenant Required Repair”), thatthen at any time following fifteen (15) days from the date on which Landlord makes a written demand on Tenant to effect such Tenant Required Repair, at Landlord's option, or if Tenant fails to make commence such repairsTenant Required Repair within such fifteen (15) day period, Landlord may, but need notin accordance with Section 14, make enter upon the Premises and perform such repairs and replacementsTenant Required Repair, and upon completion thereof, Tenant agrees to pay to Landlord as Additional Rental, Landlord’s costs for making such Tenant Required Repair plus five percent (5%) of such costs for overhead, within thirty (30) days after receipt from Landlord of a written itemized xxxx therefor. In addition, if Landlord performs Tenant Required Repairs more than three (3) times during the Lease Term, Landlord may take over Tenant’s maintenance and repair obligations for the remainder of the Lease Term (including any Option Term), and include the cost of same in Operating Expenses. Any amounts not reimbursed by Tenant within the aforementioned fifteen (15) day period will bear interest at the Interest Rate until paid by Tenant. (e) If Tenant believes that any component of Tenant Required Repairs requires replacement (as opposed to regular maintenance and repair) (“Capital Work”) and the replacement cost of such component is less than or equal to One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Tenant Capital Work Threshold”), Tenant shall pay Landlord the promptly replace such component at its sole cost thereof, including a percentage and expense. If Tenant believes Capital Work is required in excess of the cost thereof Tenant Capital Work Threshold, then Tenant shall provide Landlord with notice (to be uniformly established for the Building“Capital Work Notice”) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with of such repairs and replacements forthwith upon being billed for samerequirement. Notwithstanding the foregoingWithin ten (10) Business Days of receipt of a Capital Work Notice, Landlord shall either provide written notice to Tenant that it agrees with the proposed Capital Work or does not agree with the proposed Capital Work and instead believes that the component designated by Tenant should be responsible for repairs repaired. A failure of Landlord to reply within such ten (10) Business Day period shall be deemed to be Landlord’s confirmation that it does not agree with the exterior walls, foundation proposed Capital Work and roof instead believes that the component designated by Tenant should be repaired. Within thirty (30) days following receipt of Landlord’s confirmation that Landlord agrees with the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenantproposed Capital Work, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewithcommence the replacement or repair of the applicable Capital Work. Landlord may, but shall not be required to, enter the Premises at all reasonable times may also initiate Capital Work without receipt of a Capital Work Notice if such Capital Work is intended to make such repairs, alterations, improvements and additions to the Premises reduce Operating Expenses or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be is required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are comply with applicable Laws first coming into effect after the obligation Lease Commencement Date. The costs of Tenant hereunder, any such entry into the Premises Capital Work completed by Landlord shall be performed in a manner so payable by Tenant as not an Operating Expense pursuant to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesSection 7(a)(5).

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant's own its expense, shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings therein, in good order, repair and condition at all times during any leasehold improvements installed pursuant to any prior lease (the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may“Leasehold Improvements”), but need notexcluding the Base Building; (b) any Supplemental Systems serving the Premises, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage whether located inside or outside of the cost thereof Premises; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees Lines (defined in Section 23) and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sametrade fixtures. Notwithstanding the foregoing, if a Default (defined in Section 19.1) or an emergency exists, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall be responsible for perform all maintenance and repairs to (including replacements) to, and keep in good condition and repair, (i) the roof and exterior walls, foundation windows and roof window mullions of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairsthe Base Building, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) abovethe Common Areas. In addition, Landlord shall use commercially reasonable efforts (a) if, at any time during the initial Term, any fixture, finish or other improvement that exists in the restrooms or the elevator lobby located in the Premises (other than any non-Building-standard item that may be installed as part of the Tenant Improvements or any Alteration) fails to not materially interfere operate in accordance with its design specifications or otherwise is in need of repair (other than by reason of a Casualty, an Act of Tenant's use of, or access toan Alteration), then Landlord, at its expense (which may be included in Expenses), shall promptly correct such defect and/or perform such repair; and (b) if, at any time during the first year of the initial Term, any plumbing fixture that exists in the Premises (but outside the restrooms in the Premises) on the date hereof and is not replaced or altered by the Tenant Improvements or any Alteration fails to operate in accordance with its design specifications or otherwise is in need of repair (other than by reason of a Casualty, an Act of Tenant, or an Alteration), then Landlord, at its expense (which may be included in Expenses), shall promptly correct such defect and/or perform such repair.

Repairs. Tenant a) Lessee hereby represents and warrants that as of the Commencement Date, the Premises and improvements thereon are structurally sound and in good repair. b) In accordance with the terms of the Lease, Lessee, subject to the Sublessee Repairs described below, shall, at Tenant's its own expense, keep make all (i) necessary repairs and replacement to the exterior walls; pavements, curbs and parking lots; doors and windows; roof replacements and repairs in excess of $1,000 per incident and which are not otherwise covered by Sublessee’s insurance; electrical systems; HVAC replacements and repairs in excess of $1,000 per incident and which are not otherwise covered by Sublessee’s insurance; and/or structure of the Premises, including ; (ii) all improvements, fixtures, equipment, window coverings, necessary repairs to make the Premises and furnishings therein, improvements thereon structurally sound and in good order, repair repair; (iii) repairs or replacements resulting from termite infestation or damage; and condition at (iv) all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage necessary repairs to the Premises and replace improvements thereon to repair any damage caused by Lessee or repair all damaged or broken fixtures and appurtenances; provided howeverits agent (collectively the “Lessee Repairs”). Such Lessee Repairs shall be made within a reasonable time after written notice from Lessor and/or Sublessee. c) Notwithstanding anything contained herein, thatLessee, at Landlord's optionLessee’s sole cost and expense, shall complete the following repairs to the Premises on or before the Commencement Date, to Sublessee’s reasonable satisfaction (i) replace two toilet seats and clean all toilet bowls, (ii) replace hot water heater, (iii) repair any termite damage, if Tenant fails to make such repairsany, Landlord may(iv) remove squirrels and other rodents, but need notif any, make such repairs and replacementsliving in attic, and Tenant (v) repair sink in break room as needed, secure handles and panels on stove in the break room, and make stove so that it will not operate. d) Notwithstanding anything contained herein, Sublessee, at Sublessee’s sole cost and expense, shall pay Landlord complete the cost thereoffollowing repairs to the Premises on or about the Commencement Date, to Lessee’s reasonable satisfaction (i) level handicap ramp at the front of the Premises by putting a top coat of concrete over the existing concrete, and move one gutter down drain, (ii) remove trash and broke furniture from attic and perform general cleaning of entire Premise, (iii) kill grass and weeds growing in the cracks in the asphalt, (iv) repair sheetrock and lights over teller line, including a percentage of replacing plastic light cover, (v) replace three broken and cracked windows, (vi) secure wrought iron handrail on back entrance and move one down spout, (vii) trim over-growth, remove dead plants by side entrance and replace with gravel or similar material, and remove dead scrubs and debris from yard, and (viii) paint over ceiling stains and where ceiling paint is peeling. e) Subject to the cost thereof (to be uniformly established for foregoing and Sections 9 and 10 hereof, Sublessee shall, at its own expense, during the Building) sufficient to reimburse Landlord for all overheadTerm, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for (i) all permanent, non-removable improvements or additions made by Sublessee, (ii) all interior paint, redecoration and renovation, subject to normal wear and tear, (iii) grass and landscaping as same become necessary and are required to maintain the Premises in good appearance, (iv) keep sidewalks and personnel entranceways free from obstruction of all nature, properly swept, and snow and ice removed therefrom, (v) all necessary repairs to the exterior wallsPremises and improvements thereon to repair any damage caused by Sublessee or its agents, foundation all subject to normal wear and tear for the uses permitted herein, (vi) plumbing, (vii) all repairs to the roof of which do not exceed $1,000 per incident or which are otherwise covered by Sublessee’s insurance, (viii) HVAC repairs which do not exceed $1,000 per incident or which are otherwise covered by Sublessee’s insurance, (ix) repairs to trench in parking lot to remove standing water, (x) repairs to teller counter, (xi) seal inside wall where night drop or ATM was removed, (xii) repairs to teller pneumatic system, (xiii) clean carpets, and (xiv) repairs to outside lighting (collectively the Building“Sublessee Repairs”). During the Term, Sublessee shall maintain a HVAC system service contract, which is reasonably satisfactory to Lessee. f) For purposes to this Section 16, the structural terms “repair” and “replacement” include the replacement of any portions of the floors Premises which have outlived their useful life during the term of the BuildingSublease. On behalf of Sublessee in making Sublessee Repairs, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord Lessee may, but shall not be required to, enter the Premises at all reasonable times to make such repairsrepairs and replacements for Sublessee’s account, alterationsand the expense thereof shall constitute and be collectible as additional rent. On default of Lessee in making any Lessee Repairs, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord Sublessee may, but shall desire or deem necessary or as Landlord may not be required to do by governmental or quasi-governmental authority or court order or decree; providedto, howevermake such repairs and replacements for Lessee’s account, except for and in which case Sublessee may elect that the amount of such repair expenses be either (i) emergenciesdeducted by Sublessee from the rent hereunder after notice of such payment is given by Sublessee to Lessee, or (ii) repairs, alterations, improvements or additions required reimbursed to Sublessee by governmental or quasi-governmental authorities or court order or decree, or Lessee within ten (iii10) days after notice of such payment is given by Sublessee to Lessee. All repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord and replacements as described in this Section 16 shall be performed in a manner so made promptly, as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseswhen necessary.

Repairs. Tenant shallLandlord shall maintain, at Tenant's own its expense, keep the structural soundness of the roof, foundation, and exterior walls of the Building in good repair, reasonable wear and tear and damages caused by Tenant, its agents, invitees, and contractors excepted. The term “walls” as used in this paragraph shall not include windows, doors, store-fronts, overhead doors, dock bumpers, dock seals, dock plates, or dock levelers. Tenant shall promptly give Landlord written notice of any repair required by Landlord, and Landlord shall proceed with due diligence to make such repair. Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises and all areas, improvements and systems exclusively serving the Premises, including all improvementsincluding, fixtureswithout limitation, equipmentdock and loading areas, window coveringstruck doors, plumbing, water and sewer lines up to points of common connection, fire protection systems, entries, doors, ceilings, roof membrane, windows, interior walls, demising walls, HVAC systems, and furnishings therein, in good order, repair evaporative coolers. Such repairs and condition at all times during replacements may include capital expenditures whose benefit may extend beyond the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if If Tenant fails to make such repairsperform any repair or replacement for which it is responsible, Landlord maymay perform such work and be reimbursed by Tenant within 30 days after written demand. If any of Tenant’s obligations hereunder affect other tenants or portions of the Building/Project, but need not, make such repairs Landlord may perform the repair or replacement and replacements, and include the cost as part of Operating Expenses or allocate the cost to tenants as may be appropriate. Tenant shall pay enter into a maintenance service contract with a vendor reasonably acceptable to Landlord to periodically service the cost thereof, including HVAC and evaporative coolers in the Premises in accordance with a percentage scope of services reasonably prescribed by Landlord. Tenant shall supply Landlord a copy of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith contract upon being billed for samerequest as evidence of compliance. Notwithstanding the foregoing, Landlord shall be responsible for repairs anything to the exterior wallscontrary contained herein, foundation and in the event Landlord makes any of the following major capital replacements to the Building or Project: replacement of the roof membrane of the Building, resurfacing the structural portions parking lot, replacement of the floors concrete truck aprons, or full exterior repaint of the Building, and the systems and equipment then Tenant shall reimburse Landlord as part of Operating Expenses its pro rata share of the Building (collectively, cost as amortized over the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct lesser of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building its useful life as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises reasonably determined by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, accordance Generally Accepted Accounting Principles or access to, the Premises; provided that, with respect to items ten (ii10) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesyears.

Repairs. Tenant shall, shall at Tenant's own expenseexpense and pursuant to the terms of this Lease, including without limitation Article 9 hereof, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, therein in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 9 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairsrepairs within 10 days (or, if such repairs cannot be made within said 10 day period despite Tenant's diligent and continuous efforts, said 10 day period shall be extended for so long as Tenant is diligently and continuously pursuing same but in no event longer than an additional 20 days), Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by the terms of this Lease or by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, and any such entry into the Premises by Landlord shall not be deemed to be or shall be performed in a manner so construed as not to materially interfere with an eviction of Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shallTenant, at Tenant's own its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s maintenance and repair obligations shall include (a) subject to the second sentence in Section 2.1.2 hereof and Section 3.3.4 of Exhibit B hereto, all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings thereinany leasehold improvements installed pursuant to any prior lease, in good orderbut excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, repair ventilation and condition at all times during the Lease Term. In additionair conditioning units, Tenant shallkitchens (including hot water heaters, at Tenant's own expense but under the supervision and subject to the prior approval of Landlorddishwashers, garbage disposals, insta-hot dispensers, and within any reasonable period plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsPremises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof whenever and by whomever installed or paid for; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sameLines (defined in Section 23). Notwithstanding the foregoing, Landlord may, in the case of an emergency or Tenant Default, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 3% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors of Building (including, without limitation, the Buildingroof, the roofs membrane and the foundation), together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems and equipment of serving the Building (collectivelyin general, the "Base Building"), except to the extent that such repairs are required due to the negligence whether located inside or willful misconduct outside of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the interior non-structural portions of the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all non-casualty damage to the interior non-structural portions of the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairsrepairs within fifteen (15) days following written notice thereof from Landlord, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to and replacements of the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, including the "Base Building"Building systems serving the Premises), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that subject to the terms of Section 10.5 below, if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Except for ordinary wear and as otherwise provided in this Lease, Tenant shall, at Tenant's own all times during the Term hereof, at its sole expense, keep all Tenant's movable and removable fixtures located in or appurtenant to the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, Premises in good order, repair and condition at condition, and Tenant shall promptly arrange with Landlord to have Landlord (or Landlord's agent) make repairs of all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject other damages to the prior approval Premises and the replacement or repair of Landlordall damaged or broken glass (including signs thereon), fixtures and appurtenances (including hardware and heating, cooling, ventilating, electrical, plumbing and other mechanical facilities in the Premises), with materials equal in quality and class to the original materials damaged or broken, within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required toto do so, enter the Premises at all reasonable times to make such any repairs, alterations, improvements or additions, including, but not limited to, ducts and additions to the Premises or to the Building or to any equipment located in the Building all other facilities for heating and air conditioning service, as Landlord shall desire or deem necessary for the safety, preservation or improvement of the Building, or as Landlord may be required to do by governmental the municipality in which the Building is located or quasi-governmental authority or court by the order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements degree of any court or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) any other proper authority. The cost of all repairs made by Landlord to the Property which are made necessary as a result of misuse or neglect by Tenant or Tenant's employees, invitees or agents or resulting from the obligation of Tenant hereunderTenant's failure to maintain and repair systems (including but not limited to HVAC, any such entry into plumbing and electrical systems), servicing the Premises by Landlord in accordance with the provisions contained in the Lease Rider,) shall be performed in a manner so paid as not additional Rent by Tenant to materially interfere with Landlord within ten (10) business days of being billed for same. The cost of all other repairs and replacements (except those caused by Tenant's use of, misuse or access to, the Premises; provided that, with respect negligence and those relating to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, movable fixtures) shall be paid for by the PremisesLandlord. SEE SECTION 3 OF THE LEASE RIDER.

Repairs. Subject to the express terms and conditions of Articles 11 and 13 and Landlord’s maintenance obligations, as specified in the Lease, Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers, and all other non-standard mechanical systems or equipment in the Premises), and the non-structural portions of the floor or floors of the Building within the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense but under the supervision expense, and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear, casualty damage which is not required to be restored by Tenant under Article 11, or damage caused by condemnation or otherwise beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage together with an administrative fee equal to ten percent (10%) of the cost thereof thereof, within ten (to be uniformly established for the Building10) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon business days after being billed for same, which xxxx shall be accompanied by reasonable back-up information to substantiate such costs. Notwithstanding the foregoing, Landlord shall be responsible for repairs and replacements to the exterior walls, foundation foundation, HVAC systems and roof of the Building, the structural portions of the floors of the Building, and the Base Building systems and equipment of the Building (collectively, the "Base Building")equipment, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant, except casualty damage which is not required to be restored by Tenant under Article 11, or damage caused by condemnation; provided, however, subject to the express terms and conditions of Article 11, that if such repairs are due to the negligence or willful misconduct of Tenant, or excessive, overloading, negligent or improper use of any Building system, facility or equipment by Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to compliance with any commercially reasonable requirements of HIPAA as set forth in Article 27, Landlord may, but shall not be required to, enter the Premises at all reasonable times times, accompanied by an HDI employee if one is provided, to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however. Tenant hereby waives and releases any and all rights it may have at law or in equity to make repairs at the expense of Landlord, except as otherwise expressly set forth in Section 29.37. Landlord shall not be liable to Tenant for (i) emergenciesfailure to make repairs as herein required unless Tenant has previously notified Landlord of the need for such repairs and Landlord has failed to commence and complete said repairs within a reasonable period following receipt of Tenant’s notification. Notwithstanding the foregoing, (ii) repairsduring the Latent Defect Period, alterationsLandlord, improvements at its cost and not as part of the Operating Expenses, shall promptly repair, restore or additions required by governmental replace all latent defects in the Building upon the terms and conditions set forth in Section 1.1.1. If any mold or quasimold-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into causing condition is caused within the Premises by due to the negligence, willful misconduct or breach of this Lease on the part Tenant or any of its agents, employees or contractors, and Tenant fails to remediate such condition promptly upon notice from Landlord, then Landlord shall be performed in have the right to remediate the same at Tenant’s cost, together with a manner so ten percent (10%) administration fee as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) set forth above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment within the Premises or elsewhere exclusively serving the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlordtime, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear; provided however, that, at Landlord's option, or that if Tenant fails to make such repairsrepairs within applicable notice and cure periods, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage management fee of 5% of such costs. Without limitation, Tenant shall be responsible for electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serving the cost thereof Premises from the Building connection point to the Premises (to be uniformly established the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with regular maintenance of such repairs and replacements forthwith upon being billed for samesystems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (collectively, to the "Base Building"extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall reasonably desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation . Landlord shall comply with all reasonable and nondiscriminatory requirements of Tenant hereunder, any such entry into when accessing the Premises by Landlord provided such requirements are intended, in good faith, for the purpose of protecting Tenant’s work, proprietary information and any other sensitive matter pertaining to Tenant’s Permitted Use. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Section 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. Tenant’s obligation hereunder shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, include maintenance and repair of all telecommunications wire and cabling exclusively serving the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, Premises from the PremisesBuilding’s network cabling.

Repairs. Tenant agrees at all times from and after delivery of possession of the Premises to Tenant, and at its own cost and expense, to repair and maintain the Premises and every part thereof in good and tenable condition including, but not limited to, floor coverings, utility meters, pipes and conduits exclusively serving the Premises, all fixtures, heating and air conditioning equipment and ducting installed by Landlord in the Premises, and all other equipment therein, the storefront or storefronts including plate glass, all Tenant's signs and signage, locks and closing devices, and all window sash, casement or frames, doors and door frames, ceilings, ceiling tiles and lighting, and all items of repair, maintenance and improvement or reconstruction as may at any time or from time to time be required with respect to the Premises by any governmental agency having jurisdiction, but excluding the roof structure, exterior walls, structural portions of the Premises and structural floor, which are the sole responsibility of the Landlord, unless the same are required to be modified because of Tenant's use of the Premises or Tenant's alterations, improvements, additions, fixtures or personal property. Tenant agrees to operate the air conditioning equipment serving the Premises during all business hours so that inside temperatures of the Premises are maintained within a range in which a majority of adults will be comfortable in the Premises. All glass, both exterior and interior, shall be maintained at Tenant's sole cost and expense, and any glass broken shall be promptly replaced by Tenant with glass of the same kind, size and quality. Tenant's failure to replace broken glass within seventy-two (72) hours following the occurrence of the breakage, or the failure by Tenant to replace same with glass of the same kind, size and quality, shall constitute a breach hereof which shall, at TenantLandlord's own expensesole and arbitrary discretion, keep entitle Landlord to exercise any and all rights herein and any and all legal and equitable rights available to Landlord in connection therewith. The foregoing notwithstanding, Tenant shall not be permitted to (i) go onto the roof of the Premises without Landlord's prior written approval, (ii) penetrate the roof membrane without Landlord's prior approval and, upon obtaining such approval, only by using Landlord's approved roofing contractor, or (iii) make any repairs to the structural portion of the building or to any common building systems. If Xxxxxx refuses or neglects to make repairs and/or maintain the Premises, or any portion thereof, including all improvementsXxxxxx's storefront(s), fixturesin a manner reasonably satisfactory to Landlord, equipmentLandlord shall have the right, window coveringsupon giving Tenant written notice of its election to do so, to make such repairs or perform such maintenance on behalf of and furnishings thereinfor the account of Tenant. In such event, the cost of such work shall be paid by Tenant promptly upon receipt of bills therefor. Failure of Tenant to pay any of said charges within ten (10) days of receipt of bills therefor shall constitute a default hereunder. Upon any surrender of the Premises, Xxxxxx shall deliver the Premises to Landlord, upon the expiration or earlier termination of this Lease, in good order, condition and state of repair, ordinary wear and tear excepted, and excepting such items of repair as may be Landlord's obligation hereunder. Moreover, in the event that Xxxxxx has signage rights on the Building under this Lease, then, upon any surrender of the Premises, Tenant shall also remove any such signage and condition at deliver such portion of the Building to Landlord in its/their original condition. Air Cargo Lease A-Mark 2014 - 14 - Notwithstanding any provision of this Lease to the contrary, Tenant shall keep in good order and repair all times during heating and air conditioning equipment for the Premises. Xxxxxx agrees to enter into a regularly scheduled preventative maintenance/service contract (the "Service Contract") on or before the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified Commencement Date with a maintenance contractor selected by Landlord, promptly for the servicing of all heating and adequately repair air conditioning systems and equipment within the Premises. The Service Contract shall include all damage scheduled maintenance as recommended by the equipment manufacturer as set forth in the operation/maintenance manual. Notwithstanding the foregoing, Landlord may (but shall not be obligated to) elect to maintain and/or service the Premises heating and replace or repair air conditioning equipment serving the Premises, in which event, Tenant shall pay to Landlord all damaged or broken fixtures costs and appurtenances; provided howeverexpenses for the repair, thatmaintenance and replacement of all heating and air conditioning equipment for the Premises. If Landlord shall so elect to maintain the heating and air condition equipment serving the Premises, then, at Landlord's option, commencing on the Lease Commencement Date and thereafter on the first (1st) day of each calendar month of the Lease Term, Tenant shall pay to Landlord one-twelfth (1/12) of an amount estimated by Landlord to be Tenant's share of such heating and air conditioning expenses for the ensuing calendar year or if Tenant fails to make such repairsbalance thereof (including reasonable reserves). On or before April 1 of each calendar year, or as soon thereafter as practicable, Landlord mayshall furnish Tenant a statement covering the preceding calendar year and the payments made by Tenant with respect to such calendar year as set forth above. If Tenant's share of such heating and air conditioning expenses exceeds Tenant's payments so made, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereofdeficiency within ten (10) days after receipt of Landlord's statement. If Xxxxxx's payments exceed Xxxxxx's share of such heating and air conditioning expenses, including a percentage Landlord shall have the option of (i) paying such excess to Tenant upon Landlord's delivery of such statement; or (ii) allowing Tenant to credit the excess against payments next thereafter to become due to Landlord for such expenses as set forth above. Failure of Tenant to pay any of the cost thereof (charges required by this Section to be uniformly established paid when due shall constitute a material default under the terms of this Lease. Expenses incurred in connection with the operation, maintenance, repair and replacement of heating and air conditioning equipment by the party performing same shall include, but not be limited to, all sums expended in connection with such heating and air conditioning equipment for all general maintenance, lubrication and/or adjustments, cleaning and/or replacing filters, replacing belts, repairing and/or replacing worn out parts, repairing and/or replacing utilities, duct work and machinery, maintenance and insurance contracts carried on the heating and air conditioning equipment, and all other items of expense incurred by such party in connection with the operation, maintenance, repair and replacement of the heating and air conditioning equipment. Landlord shall maintain and repair, or cause to be repaired and maintained, in good condition and repair, the Common Areas of the Project and the foundations, exterior structural walls, and structural roof of the Building; provided, to the extent that such maintenance and repairs are caused by the negligence, willful misconduct, or breach of this Lease by Tenant or its employees, agents, representatives, contractors, or invitees, Tenant shall pay to Landlord as Additional Rent the reasonable cost of such maintenance and repairs plus a reasonable percentage not to exceed fifteen percent (15%) sufficient of the costs thereof to reimburse Landlord for all overhead, general conditions, fees fees, and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon within five (5) days after being billed for the same. Notwithstanding the foregoingTenant waives and releases its right to make repairs at Landlord's expense under any law, Landlord statute, or ordinance now or hereafter in effect. There shall be responsible for repairs no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Xxxxxx's business arising from the exterior walls, foundation and roof making of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times failure to make such any repairs, alterations, or improvements and additions in or to any portion of the Project or the Premises or to the Building in or to any fixtures, appurtenances, and equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasitherein. Air Cargo Lease A-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasiMark 2014 - 15 -governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor and floor coverings of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear and damage by casualty or beyond the reasonable control of Tenant; provided however, that, Landlord shall have the exclusive right, at Landlord's ’s option, or if Tenant fails but not the obligation, and upon reasonable notice to make such repairsTenant, Landlord may, but need not, to make such repairs and replacements, and Tenant shall pay to Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established Landlord’s standard fee for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's its involvement with such repairs and replacements forthwith replacements, promptly upon being billed for same. Notwithstanding the foregoing, Landlord and Tenant hereby agree that Landlord’s standard fee shall be responsible for repairs equal to the exterior walls, foundation and roof ten percent (10%) of the Building, the structural portions first one hundred thousand dollars ($100,000.00) of the floors costs and five percent (5%) of the Building, and the systems and equipment all costs in excess of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewithamount. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. (a) Tenant shall, at its own cost and expense, (1) repair or replace any damage to all or any part of the Demised Premises or any other portion of the Project or Development caused by Tenant or Tenant's own expenseagents, keep employees, invitees, licensees or visitors; (2) continuously maintain or cause to be maintained, as suggested by equipment manufacturer, all heating, air conditioning, plumbing, venting and electrical systems and equipment in a safe and good operating condition; (3) to maintain the Premisesbalance of the Demised Premises or any component thereof (except for items of maintenance and repair specifically assumed by Landlord hereunder, but including all improvementsdoors, fixturesstairs, equipmentloading docks, window coveringssigns, and furnishings thereinetc.) in safe, in good order, repair and condition at all times during the Lease Termwell maintained condition. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if If Tenant fails to promptly maintain or repair as aforesaid despite notice from Landlord, Landlord, at its option, may maintain or make such repairs, Landlord may, but need not, make such the repairs and replacements, or replacements and Tenant shall pay reimburse Landlord for the cost thereof, including a percentage plus interest at the rate hereinafter specified, within five (5) days after demand by Landlord. (b) Tenant shall not allow any damage to be committed on any portion of the cost thereof (Demised Premises, Project and Development and, at the termination of this Lease, by lapse of time or otherwise, Tenant shall deliver the Demised Premises to be uniformly established for Landlord in as good condition as at the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof date of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct first possession of Tenant, Landlord ordinary wear and tear, and permitted alterations and improvements, excepted. The cost and expense of any repairs necessary to so restore the condition of the Demised Premises shall nevertheless make such repairs at Tenant's expense, orbe borne by Tenant but, if covered Landlord specifically undertakes to restore the Demised Premises pursuant to contracts approved by Landlord's insuranceTenant, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but which approval shall not be required tounreasonably withheld, enter it shall have a right of reimbursement from Tenant, plus interest at the Premises at all reasonable times to make such repairsrate hereinafter specified, alterations, improvements and additions within five (5) days after demand by Landlord. (c) Tenant shall conform to the Premises requirements of 6.1.1 hereof when it performs or causes to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesany repairs.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, interior window coverings, and furnishings therein, and the floor or floors of the Building on which the Premises is located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project, but in no event in excess of the percentage set forth in Section 8.3 below) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall, at Tenant's own expenseits sole cost, keep and maintain the Leased Premises and appurtenances and every part thereof (excepting exterior walls and roofs Which Landlord agrees to repair) including by way of illustration and not by way of limitation all windows, and skylights, doors, any store front and the interior of the Leased Premises, including all improvementsplumbing heating, fixturesair conditioning, equipmentsewer, window coveringselectrical systems and all fixtures and all other similar equipment serving the Leased Premises in good and sanitary order, condition, and furnishings thereinrepair. Tenant shall be responsible for all pest control within the Leased Premises, including but not limited to the eradication of any ants or termites should infestation be observed during the ten-n of the Lease. Xxxxxxxx agrees to provide to Tenant at the commencement date of the Lease, a letter certifying that there are no termites present in the Building or that the Building has been treated for termites. Tenant shall, at its sole cost, keep and maintain all utilities, fixtures and mechanical equipment used by Tenant in good order, repair condition, and condition at all times during the Lease Termrepair. All windows shall be kept reasonably clean. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if event Tenant fails to make maintain the Leased Premises as required herein or fails to commence repairs (requested by Landlord in writing) within thirty (30) days after such request, or fails diligently to proceed thereafter to complete such repairs, Landlord mayshall have the right in order to preserve the Leased Premises or portion thereof, but need notand/or the appearance thereof, to make such repairs or have a contractor make such repairs and replacements, and charge Tenant shall pay Landlord the cost thereof, including a percentage of for the cost thereof as additional rent, together with interest at the rate of twelve percent (to be uniformly established for 12%) per annum from the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with date of making such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisespayments.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, insta-hot dispensers and any existing or additional equipment which serves the Premises and is not part of the Base Building systems, such as ancillary HVAC systems, generators and FM200 or fire suppression systems), and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, which shall not be unreasonably withheld, conditioned, or delayed, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (not to be uniformly established for the Buildingexceed ten percent (10%)) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the Base Building systems and equipment of the Building (collectivelyincluding the Base Building HVAC, the "Base Building"Building mechanical, Base Building plumbing and Base Building electrical), except to the extent that such repairs are required due to the gross negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the gross negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times upon twenty-four (24) hour notice to Tenant (except in the case of emergency, when no notice is required, so long as Landlord notifies Tenant promptly after any such emergency) to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's Txxxxx’s own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's Txxxxx’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to commence repair within five (5) days thereafter and to diligently pursue the same to completion (except in the event of an emergency, when no notice shall be required) but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon within thirty (30) days after being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectivelyBuilding, and the "Base Building")Common Areas, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs repairs, but at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs to the Premises or repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem reasonably necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, (a) Except as provided elsewhere in good order, repair and condition at all times during the Lease Term. In additionthis Lease, Tenant shall, at Tenant's own expense expense, maintain and repair the Leasehold Improvements, including but under the supervision not limited to heating, air conditioning, pavement, plumbing and subject electrical fixtures. Tenant shall also maintain and repair any additions to the prior approval Demised Premises made by Tenant and shall replace glass broken during the term of Landlordthe Lease. Tenant shall not clog any plumbing, and within any reasonable period of time specified sewers, waste pipes, drains or water closets used by LandlordTenant. Tenant shall also, promptly and adequately at Tenant's expense, repair all damage to the Premises walls, ceilings, doors and replace or repair all damaged or broken fixtures and appurtenances; provided howeverdoor frames caused by Tenant's use. All landscaping shall be maintained by Tenant at its expense. If, thatwithin fifteen (15) days after written notice by Landlord, at Landlord's option, or if Tenant fails to make such repairsprovide any maintenance or repairs required of Tenant and to complete the same with reasonable diligence, then Landlord may, but need not, make may provide such repairs or maintenance for the account of Tenant and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof shall be added to the next monthly installment of rent payable hereunder and shall be collectible as rent. (to be uniformly established for the Buildingb) sufficient to reimburse Landlord for During all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, terms of this Lease Landlord shall be responsible for repairs to maintain and repair the exterior wallsfoundation, foundation roof, roof structure, gutters and roof downspouts, and structural walls and structural elements of the Building, the structural portions of the floors of the BuildingLeasehold Improvements, and the systems and equipment of the Building (collectivelydamage due to fire or casualty, the "Base Building"), except to the extent that this Lease requires Landlord to insure against such fire or casualty. All repairs are required due and maintenance to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises made by Landlord shall be performed in a manner so as not to materially interfere with Tenantat Landlord's use of, or access to, the Premises; provided that, with respect to items (ii) risk and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesexpense.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the floor coverings, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment (including all the primary plumbing, electrical, and HVAC systems located in the internal core of the Building (collectively, Building) of the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are . During the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) aboveLease Term, Landlord shall use commercially reasonable efforts repair or replace, as determined necessary by Landlord pursuant to sound real estate management principals, any fan coils serving the Premises (collectively, the "Fan Coils") that fail and are then no longer operative. Landlord acknowledges that such repair or replacement shall be at Landlord's sole cost and expense, and that any expenses incurred by Landlord during such repair or replacement shall not materially interfere with Tenant's use ofbe passed through to the Tenant as Operating Expenses. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or access toordinance now or hereafter in effect. To the fullest extent permitted by law, Tenant hereby waives and releases any and all rights it may have at law or in equity to make repairs at the Premisesexpense of Landlord or in lieu thereof to vacate the Premises as may be provided by any law, statute or ordinance now or hereafter in effect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including plumbing fixtures and equipment such as dishwashers, garbage disposals, refrigerators, coffee makers and Insta Hot and similar dispensers), and the portion of the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairsrepairs within thirty (30) days after its receipt of Notice from Landlord, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof ten percent (to be uniformly established for the Building10%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements supervisory fee forthwith upon being billed for sametherefor. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, the Common Areas, and the base building systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Upon twenty four (24) hours notice (except in an emergency), which may be given via email or orally, Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Except in an emergency, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation Tenant shall be entitled to require that an employee of Tenant hereunder, any accompany Landlord during such entry into the Premises by Premises, provided Tenant makes such employee available at the time Landlord shall be performed in a manner so as not desires to materially interfere with Tenant's use ofenter the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, ordinance now or access to, the Premiseshereafter in effect.

Repairs. (a) Tenant shallshall take good care of the premises and the fixtures, appurtenances, equipment and facilities therein and shall make, as and when needed, all repairs in and about the premises required to keep them in good order and condition; such repairs to be equal in quality to the original work, provided that the Tenant shall not be obligated for structural or exterior repairs to the building or for repairs to the systems and facilities of the building for the use or service of tenants generally (including the plumbing, heating and electrical systems), other than fixtures, appurtenances, equipment and facilities in the premises, except where structural or exterior repairs or repairs to such systems and facilities are made necessary by reason of one or more of the occurrences described below in clauses (i) through (iv) of this Article THIRD (a). Should the Tenant fail to repair any condition in or about the premises or the fixtures, appurtenances, equipment and facilities therein which is of such a nature that its neglect would be reasonably likely to result in damage or danger to the building, its fixtures, appurtenances, facilities and equipment, or to its occupants (of which nature the Landlord shall be the sole judge) or, in the case of repairs of any other nature, should the Tenant have failed to make the required repairs or to have begun, in good faith, the work necessary to make them within five days after notice from the Landlord of the condition requiring repair, then in either case, the Landlord may (but shall have no obligation to) immediately enter the premises and make the required repairs at the expense of the Tenant. The Landlord may (but shall have no obligation to) make, at the expense of the Tenant, any repairs to the building or to its fixtures, appurtenances, facilities or equipment, whether of a structural or any other nature, which are required by reason of damage or injury due (i) to the negligence or the improper acts of the Tenant or Tenant's own expenseemployees, keep agents, contractors, licensees or visitors; (ii) to the Premisesmoving, including all improvementsinto or out of the building, fixturesof property being delivered to or taken from the premises by Tenant, Tenant's agents, employees, contractors, licensees or visitors; (iii) to the installation, repair or removal of the property of the Tenant in the premises by Tenant or Tenant's agents, employees, contractors, licensees or visitors; or (iv) to the faulty operation of any machinery, equipment, window coveringsor facility installed in the premises by or for the Tenant. The Tenant will pay the actual and reasonable cost of any repairs made by the Landlord pursuant to this paragraph upon presentation of bills therefor, and furnishings therein, in good order, repair and condition at all times during or the Lease Term. In addition, Tenant shallLandlord may, at its option, add such amounts to any installment or installments of rent due under this lease and collect the same as additional rent. The liability of the Tenant under this Article THIRD shall survive the expiration or other termination of this lease. Except for the repairs which are the Tenant's own expense but obligations under the supervision and subject to first sentence of this Article THIRD (a), the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's optioncost and expense, or if Tenant fails to make such repairswill, Landlord may, but upon notice of the need nottherefor, make such the repairs required and replacementsperform all maintenance necessary to keep the building and its fixtures, appurtenances, facilities, equipment and Tenant shall pay Landlord systems (including the cost thereofplumbing, including a percentage of the cost thereof (to be uniformly established for the Buildingheating and electrical systems) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesgood working order.

Repairs. Tenant shall, at Tenant's its own expense, keep the PremisesPremises in good and sanitary condition and working order and repair (including, including without limitation, any and all improvementscarpeting, wallcovering, doors, plumbing and other fixtures, equipment, window coveringsalterations, and furnishings thereinimprovements contained within the Premises and exclusively servicing the Premises, whether any of the foregoing was installed by Landlord or Tenant), and in good orderconformity with all Laws, repair and condition at all times during the Lease Term. In addition, Tenant shall, except if Landlord elects to make such repairs at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, as hereinafter provided. Tenant shall promptly and adequately repair all damage to the Premises and replace caused by Tenant or repair any of its employees, agents, licensees, invitees or contractors, including replacing or repairing all damaged or broken glass, fixtures and appurtenances; provided howeverappurtenances resulting from any such damage, thatwith materials approved in advance by Landlord and within any reasonable period of time approved by Landlord. Landlord may, at Landlord's optionbut shall have no obligation to, or if Tenant fails elect to make any or all repairs on Tenant's behalf at Tenant's sole cost or, upon Tenant's request, perform any such repairs at Tenant's sole cost. In either case where Landlord has made such election to perform repairs, Tenant shall pay the cost thereof and, in addition, Tenant shall pay to Landlord an amount equal to fifteen percent (15%) of such cost as an overhead and supervision fee. If Tenant does not make repairs within a reasonable time and adequately when required to do so (Landlord having not previously elected to do so), Landlord may, but need not, make such repairs and replacements, replacements and Tenant shall pay Landlord Landlord, on written demand, the cost thereof, including a percentage of the cost thereof (. Subject to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, at Landlord's election, any repairs, maintenance or replacements made by Tenant shall either be through Landlord for such reasonable charges as Landlord may from time to time establish, or such contractors as Landlord generally uses at the Property or such other contractors as Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Buildingfirst approve in writing, and the systems and equipment of the Building (collectivelyin a first class, the "Base Building")workmanlike manner approved by Landlord in advance in writing, except such approval not to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless be unreasonably withheld. If Tenant does not promptly make such repairs at Tenant's expensearrangements, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required toneed not, enter the Premises at all reasonable times to make such repairs, alterationsmaintenance and replacements, improvements and additions to the Premises costs paid or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises incurred by Landlord therefor, with interest at the Default Rate (as defined in Article 25) on the amounts owed by Tenant to Landlord, shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.reimbursed by Tenant promptly after request

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment within the Premises or elsewhere exclusively serving the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear; provided however, that, at Landlord's option, or that if Tenant fails to make such repairsrepairs within applicable notice and cure periods, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage management fee of 5% of such costs. Without limitation, Tenant shall be responsible for electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serving the cost thereof Premises from the Building connection point to the Premises (to be uniformly established the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with regular maintenance of such repairs and replacements forthwith upon being billed for samesystems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (collectively, to the "Base Building"extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27 below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements statute or additions required by governmental ordinance now or quasi-governmental authorities or court order or decree, or (iii) repairs which are hereafter in effect. Tenant’s obligation hereunder shall include maintenance and repair of all telecommunications wire and cabling with the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesBuilding’s network cabling.

Repairs. Tenant shall, at Tenant's own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for maintenance, repairs and replacements to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times times, upon reasonable prior written notice, except in the event of an emergency, in which case no notice shall be required, to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment within the Premises or elsewhere exclusively serving the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlordtime, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear; provided however, that, at Landlord's option, or that if Tenant fails to make such repairsrepairs within applicable notice and cure periods, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage management fee of 5% of such costs. Without limitation, Tenant shall be responsible for electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serving the cost thereof Premises from the Building connection point to the Premises (to be uniformly established the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with regular maintenance of such repairs and replacements forthwith upon being billed for samesystems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (collectively, to the "Base Building"extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27 below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall reasonably desire or deem necessary or as Landlord may be required to do by governmental or quasi-quasi- governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by . Landlord shall be performed in a manner so as not to materially interfere comply with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) all reasonable and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.nondiscriminatory

Repairs. 4.01. Except as otherwise expressly set forth herein, Landlord, shall operate, maintain, repair and replace, commensurate with comparable first class office buildings located south of Canal Street in Manhattan (the “Comparable Buildings”), (i) the Building Systems, the structural portions (whether inside or outside of the demised premises) of the Building, the roof structure and membrane, the exterior walls (including the Building’s curtain wall) and glass, the foundation, mullions, columns, beams and shafts (including elevator shafts), common areas of the Building made available to Tenant shalland the fan rooms, at Tenant's own expensetelephone, keep electric and janitorial closets located on floors which include a Portion of the Premises, including all improvements, fixtures, equipment, window coveringsdemised premises (whether located inside or outside the demised premises), and furnishings therein(ii) only to the extent that Landlord’s failure to operate, maintain, repair and replace same in a manner commensurate with Comparable Buildings would adversely affect Tenant’s use of the demised premises, the non-structural portions of the Building, the floor/ceiling slabs and all other portions of the Building (outside the demised premises) not separately demised for use by Tenant or any other tenant, provided, with respect to this clause (ii), (x) Tenant shall have notified Landlord of the condition to be maintained, repaired or replaced and provided Landlord a reasonably detailed explanation of the adverse impact on Tenant’s use of the demised premises that would result from Landlord’s failure to maintain, repair or replace same, and (y) Tenant shall not be obligated to maintain and repair the same pursuant to the provisions of this Lease. (a) Subject to the notice requirement set forth below in this subsection (a), in the event Tenant advises Landlord in writing that that Tenant claims Landlord has failed to perform its obligations with respect to the repair, replacement, maintenance and operation of the Building in accordance with the express terms of this Article 4 (collectively, the “Article 4 Obligations”), Tenant shall have the right to remedy such Landlord failure provided that (i) a failure by Landlord of such Article 4 Obligations materially adversely affects Tenant’s ability to conduct Tenant’s business in any Portion of the demised premises and (ii) the cure for such failure shall affect only the demised premises or the Building Systems outside of the demised premises which services the demised premises exclusively. Tenant’s right to cure the foregoing Landlord failure shall be immediate in case of emergency whereby Tenant believes, in good orderfaith, repair there is (i) imminent threat of physical injury to persons or (ii) imminent threat of damage (other than of a de minimis nature) to property that reasonably mandates an immediate response (such as, for example, a water leak), and condition in all other cases Tenant shall first deliver to Landlord written notice of such failure and if Landlord fails to cure such failure within ten (10) business days after delivery of Tenant’s notice, Tenant shall deliver a second written notice of such failure to Landlord and if Landlord fails to commence and diligently pursue the cure of such failure within three (3) business days after such second notice, then Tenant shall immediately have the right to remedy such failure as provided above. If Tenant performs any of the Article 4 Obligations, Landlord shall pay to Tenant its reasonable out-of-pocket costs thereof within thirty (30) days after a statement is given to Landlord of the amounts of such sums and the parties to which such payment has been made, together with interest accruing at all times during the Lease TermInterest Rate from and after such thirtieth (30th) day until the date such sums are paid by Landlord. (b) In the event of any disputes regarding Tenant’s exercise of its rights set forth in Section 4.01(a) above, such dispute shall be settled by expedited arbitration by a single arbitrator in accordance with the arbitration procedure set forth in Article 49 of this Lease. In additionthe event Tenant is the prevailing party in the foregoing arbitration, Landlord shall pay to Tenant interest on the sums paid by Tenant to cure Landlord’s default at the Interest Rate from the date such sums were incurred by Tenant until the date such sums are paid by Landlord, provided that Tenant shall xxxx Landlord for the sums so incurred within thirty (30) days after Tenant shall have incurred the same. (c) Subject to the terms of this Lease, including but not limited to Landlord’s express operation, repair, maintenance and replacement obligations set forth above in this Section 4.01, Tenant shall, at Tenant's own expense but under the supervision its sole cost and subject to the prior approval of Landlordexpense, maintain and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs to the demised premises and replacementsthe fixtures and appurtenances therein (including, without limitation, any fixtures or appurtenances for distributing Building services within the demised premises and any supplemental HVAC units exclusively serving the demised premises), and any of Tenant’s equipment located outside of the demised premises, as and when needed to preserve them in good working order and condition; provided, that Tenant shall not be responsible for any maintenance, repair or replacement to structural components of the Building to the extent arising by virtue of Tenant’s mere use of the demised premises for office uses, as distinguished from Tenant’s particular manner of use of the demised premises; provided, further, that any maintenance, repair or replacement to structural components of the Building or Building Systems which are Tenant’s obligation to perform shall be performed by Landlord and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for its actual reasonable out-of-pocket costs incurred in connection therewith. Ancillary to Article 3, all overheaddamage or injury to the demised premises and to its fixtures, general conditionsappurtenances and equipment or, fees subject to Section 7.04(b) and Section 46.01 of the Lease, the Building or to its fixtures, appurtenances and equipment caused by Tenant moving property in or out of the Building or by installation or removal of furniture, fixtures or other costs property shall be repaired, restored or expenses arising from Landlord's involvement replaced promptly at Tenant’s sole cost and expense (in accordance with such repairs Section 3.03), which repairs, restorations and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs in quality and class substantially equal to the exterior wallscondition existing immediately prior to Tenant’s damage or injury thereto. 4.02. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area of the demised premises which such floor was designed to carry and which is allowed by law, foundation unless Tenant, at its sole cost and roof expense, reinforces the applicable portion of the floor in accordance with the provisions of this Lease applicable to the performance of Tenant Alterations. Without Landlord’s approval, Tenant shall not have the right to adversely impact, or alter, existing Building support columns within the demised premises or any other portion of the Building. 4.03. Business machines and mechanical equipment belonging to Tenant which cause unreasonably excessive or disturbing vibration or noise, cold or heat that may be transmitted to the Building structure or to any leased space to such a degree as to be reasonably objectionable to Landlord or to any other tenant in the Building shall be placed and maintained by Tenant at its expense in settings of cork, rubber or spring-type vibration eliminators sufficient to absorb and prevent such vibration or noise. 4.04. Landlord has the right, at any time or from time-to-time, in its reasonable discretion, to, and may: so long as Tenant is not denied reasonable access to the demised premises or access to the Building lobby, or the common areas on floors of the Building on which any portion of the demised premises are located, (i) make such changes, alterations, additions, improvements, repairs and/or replacements to the Building (excluding, except as set forth in Section 11.01, the structural portions of demised premises), the floors systems, services (subject to Article 27), equipment and utilities of the Building, and the systems and equipment land on which the Building is located, including changing the arrangement and/or location of, common area or public entrances, exterior façade, passageways, doors, doorways, corridors, elevators, stairs, toilets and/or other common or public parts of the Building, as Landlord, in its reasonable discretion, deems necessary, appropriate or desirable; (ii) build, add to, subtract from, relocate, or otherwise use the Building (collectivelyexcluding the demised premises), the "Base Building")land on which the Building is located, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenantany parts thereof, or any equipment, buildings, structures, or other areas or facilities therein or thereon, as Landlord, in its reasonable discretion, deems necessary, appropriate or desirable; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or and/or (iii) limit and/or restrict access to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; providedparts and/or take such other action (including, howeverbut not limited to, except for exercising its rights under clauses (i) emergencies, and/or (ii) repairsabove), alterationsas Landlord, improvements in its reasonable discretion, deems necessary for the security, safety health and/or welfare of the Building, its tenants, occupants and their respective invitees, and all other persons and property located in, on or additions required by governmental or quasi-governmental authorities or court order or decreeat the Building provided that in each instance referred to in clauses (i), or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) abovethe alterations, Landlord shall use commercially reasonable efforts additions, improvements, restrictions or limitations (A) are carried out in such a manner so as to not materially interfere minimize interference with Tenant's ’s use and occupancy of, or and access to, the Premisesdemised premises; (B) will not adversely affect the first class nature of the Building; (C) will not cause any of the windows located in the demised premises to be blocked as a result thereof, except on a temporary basis (or a permanent basis if required by applicable laws); (D) will not be made to the demised premises (except to a de minimis extent); (E) will not reduce the level of security at the Building below that which is commensurate with Comparable Buildings; and (F) will not materially adversely impair the visibility of Tenant’s Exterior Signage except on a temporary basis; provided, if Landlord shall relocate the main entrance of the Building (as opposed to Landlord’s creation or establishment of one or more new dedicated Building entrances for the benefit of individual tenants), Landlord shall, at Landlord’s sole cost and expense, relocate Tenant’s Exterior Signage located on the Broad Street side of the Building to the exterior of the Building near such relocated main entrance, subject to Landlord’s right to reasonably reconfigure, redesign or resize such relocated Tenant’s Exterior Signage to conform to the configuration, design or location of such new main Building entrance so long as the visibility of such relocated Tenant’s Exterior Signage in relation to the relocated main entrance is not materially adversely impaired as compared to the visibility of the initial Tenant’s Exterior Signage in relation to the original main entrance.

Repairs. (i) Tenant shallwill, at Tenant's ’s own expense, and subject to Landlord’s compliance with its obligations in subparagraph (iii) below, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, Premises in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, Tenant shall promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, thatunder the supervision and subject to the approval of the Landlord, at and within any reasonable period of time specified by the Landlord's option, or if . If Tenant fails to make such repairsdoes not do so, Landlord may, upon five (5) days’ notice to Tenant or without notice in the case of emergencies, but need not, make such repairs and replacements, and Tenant shall pay Landlord the reasonable cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building . (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. ii) Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) that Landlord shall make such repairs, alterations, improvements or and additions required with minimal interference with Tenant’s use of the Premises and Landlord shall leave the portion of the Premises affected by governmental or quasisuch work in broom-governmental authorities or court order or decreeclean condition upon the completion of such work. To the extent possible, or Landlord will cause any unusually disruptive activities to be conducted outside of normal business hours. (iii) repairs which are Landlord will, at Landlord’s expense, keep the obligation of Tenant hereunderLand, any such entry into Building and Building systems in good order, repair and condition at all times during the Premises by Term, and Landlord shall be performed promptly and adequately repair all damaged or broken fixtures upon thirty (30) days’ notice to Landlord or without notice in a manner so as case of emergencies and without unreasonable interference to the use of the Building and other tenants, Tenant may, but need not make such repairs and replacements, and, in addition to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) aboveany other remedies Tenant may have hereunder, Landlord shall use commercially reimburse Tenant for the reasonable efforts to not materially interfere with Tenant's use ofcost thereof, or access to, the Premisesforthwith upon being billed for same.

Repairs. Landlord shall at all times during the Lease Term maintain in good operating order and keep in good repair and condition the structural portions of the Building, including, without limitation, the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts, stairs, parking areas, landscaping, exterior Project signage, art work, sculptures, building mechanical, HVAC currently serving the Premises and HVAC subsequently installed by Landlord to serve the Premises, electrical and telephone closets, and all common and public areas, all Building systems and all capital repairs and replacements (collectively, “Building Structure”). Tenant shall, at Tenant's own expense, keep the non structural portions of the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenancesappurtenances ordinary wear and tear excepted; provided however, that, at Landlord's option, or if Tenant fails to make such repairs or Tenant requests Landlord make such repairs, and upon prior written notice to Tenant and lapse of applicable cure period, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof not to exceed five percent (to be uniformly established for the Building5%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Landlord shall make all interior, exterior and structural repairs, excluding such repairs necessitated by the negligence or improper conduct of Tenant shallor its invitees, at Tenant's own expensebut including maintenance, keep repair or replacement of the roof, windows and window glass, replacement of light bulbs and fluorescent lamps, elevators, plumbing, and electrical, heating and air conditioning systems, common areas, removal of graffiti from the exterior and interior of the Building and/or the Demised Premises, including and all improvementsrepairs needed because of Landlord’s negligence or because of defective materials or workmanship in the construction and/or improvement of the Demised Premises or of the Building of which they are a part. Landlord shall repair and maintain any sidewalks, fixturescurbs and passageways adjoining and/or appurtenant to the Demised Premises in good, equipmentclean and orderly condition, window coveringsfree of dirt, rubbish, snow, ice and furnishings thereinunlawful obstruction. In the event Landlord fails to fulfill its obligations, Tenant may, in good orderaddition to its other remedies, repair give written notice to Landlord specifying the repairs required by Tenant and condition at all times during Landlord shall commence performance of such work within five (5) business days after the Lease Termgiving of such notice and diligently proceed to complete said work. In additionthe event Landlord fails to so commence or diligently proceed in a continuous manner to complete said work after said written notice, Tenant shallTenant, at Tenant's own expense but under the supervision and subject in addition to the prior approval any other remedy it may have, (i) may, as agent of Landlord, perform the same and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of deduct the cost thereof from any rent due or that may become due and payable under this Lease, or (ii) withhold an amount of rent equal to be uniformly established for 133% of the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with reasonable cost of such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, as reasonably determined by Tenant until Landlord shall be responsible for performs such repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct reasonable satisfaction of Tenant, at which time any amounts so withheld shall be promptly paid to Landlord. Anything to the contrary notwithstanding, in the event the repairs to be performed by the Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insuranceare required to correct a hazardous condition or to end an emergency which renders the premises unsuitable for the use set forth herein, Tenant shall only be obligated give Landlord, its agent, superintendent or the person designated to pay any deductible receive such notice, immediate notice in connection therewithwriting, personally or by certified mail, and Landlord, shall commence the repairs by the next business day after receipt of such notice (the making of necessary telephone calls being deemed commencement) and diligently proceed in a continuous manner to complete said work. In the event Landlord mayfails to commence and complete said work after said notice, but shall not be required toas aforesaid, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for Tenant (i) emergenciesmay, as agent for the Landlord, perform same and deduct the reasonable cost thereof from any rent due or that may become due and payable under this Lease, (ii) repairs, alterations, improvements or additions required may withhold an amount of rent equal to 133% of the reasonable cost of such repairs as reasonably determined by governmental or quasi-governmental authorities or court order or decreeTenant until Landlord performs such repairs to the reasonable satisfaction of Tenant at which time any amounts so withheld shall be promptly paid to Landlord, or (iii) repairs which are may give Landlord a second notice (the obligation “Second Notice”) of said default to Landlord. Furthermore, in the event Tenant hereunderprovides a Second Notice to Landlord of Landlord’s default under this Article and Landlord thereafter fails to commence to cure and diligently proceed with continuity to cure said default within fifteen (15) days following receipt of the Second Notice, and as a result of Landlord’s failure, (a) one third (1/3) of the Demised Premises is rendered unusable for business purposes and (b) Tenant vacates said portion of the Demised Premises, then Tenant may terminate this Lease on twenty (20) days written notice to Landlord. In the event Tenant is unable to use any part or all of the Demised Premises because of Landlord’s failure to timely perform such entry into work as set forth in the Premises by Landlord two preceding paragraphs hereof, the rent shall be performed reduced, during such period, proportionately to the diminution in space resulting from such failure. In the event Tenant may still be able to use the Demised Premises for the purposes set forth in the Lease but Landlord’s failure to timely make repairs or provide services adversely affects Tenant’s operations within the Demised Premises in a manner so material manner, Tenant shall be entitled, during such period, to a bona fide equitable reduction in rent. Tenant may make such ordinary and nonstructural interior repairs as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesit deems necessary for its occupancy.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectively, not located in or exclusively serving the "Base Building")Premises, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Tenant shall, at Tenant's own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (not to exceed five percent (5%) of the costs incurred) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises at all reasonable times times, upon reasonable prior notice, except in the case of an emergency, in which case no notice shall be required, to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, provided that in connection with any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) aboverepairs, Landlord shall use commercially reasonable efforts to not materially interfere minimize interference with Tenant's use of, or and access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the “Building Systems”) and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant’s use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease TermTerm (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception). In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenancesappurtenances (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception), except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times times, upon twenty-four (24) hours notice to Tenant (except in the case of an emergency), to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's ’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's ’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord shall make all interior, exterior and structural repairs, excluding such repairs necessitated by the negligence or improper conduct of Tenant shallor its invitees, at Tenant's own expensebut including maintenance, keep repair or replacement of the roof, windows and window glass, replacement of light bulbs and fluorescent lamps, elevators, plumbing, and electrical, heating and air conditioning systems, common areas, removal of graffiti from the exterior and interior of the Building and/or the Demised Premises, including and all improvementsrepairs needed because of Landlord's negligence or because of defective materials or workmanship in the construction and/or improvement of the Demised Premises or of the Building of which they are a part. Landlord shall repair and maintain any sidewalks, fixturescurbs and passageways adjoining and/or appurtenant to the Demised Premises in good, equipmentclean and orderly condition, window coveringsfree of dirt, rubbish, snow, ice and furnishings thereinunlawful obstruction. In the event Landlord fails to fulfill its obligations, Tenant may, in good orderaddition to its other remedies, repair give written notice to Landlord specifying the repairs required by Tenant and condition at all times during Landlord shall commence performance of such work within five (5) business days after the Lease Termgiving of such notice and diligently proceed to complete said work. In additionthe event Landlord fails to so commence or diligently proceed in a continuous manner to complete said work after said written notice, Tenant shallTenant, at Tenant's own expense but under the supervision and subject in addition to the prior approval any other remedy it may have, (i) may, as agent of Landlord, perform the same and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of deduct the cost thereof from any rent due or that may become due and payable under this Lease, or (ii) withhold an amount of rent equal to be uniformly established for 133% of the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with reasonable cost of such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, as reasonably determined by Tenant until Landlord shall be responsible for performs such repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct reasonable satisfaction of Tenant, at which time any amounts so withheld shall be promptly paid to Landlord. Anything to the contrary notwithstanding, in the event the repairs to be performed by the Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insuranceare required to correct a hazardous condition or to end an emergency which renders the premises unsuitable for the use set forth herein, Tenant shall only be obligated give Landlord, its agent, superintendent or the person designated to pay any deductible receive such notice, immediate notice in connection therewithwriting, personally or by certified mail, and Landlord, shall commence the repairs by the next business day after receipt of such notice ( the making of necessary telephone calls being deemed commencement) and diligently proceed in a continuous manner to complete said work. In the event Landlord mayfails to commence and complete said work after said notice, but shall not be required toas aforesaid, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for Tenant (i) emergenciesmay, as agent for the Landlord, perform same and deduct the reasonable cost thereof from any rent due or that may become due and payable under this Lease, (ii) repairs, alterations, improvements or additions required may withhold an amount of rent equal to 133% of the reasonable cost of such repairs as reasonably determined by governmental or quasi-governmental authorities or court order or decreeTenant until Landlord performs such repairs to the reasonable satisfaction of Tenant at which time any amounts so withheld shall be promptly paid to Landlord, or (iii) repairs which are may give Landlord a second notice (the obligation “Second Notice”) of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not said default to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesLandlord.

Repairs. Tenant shall, at Tenant's own expense, keep In the event of a fire or other casualty in the Leased Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated immediately give notice thereof to pay any deductible in connection therewithLandlord. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building Except as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; otherwise provided that, with respect to items (ii) and (iii) abovebelow, Landlord shall use commercially reasonable efforts after receipt of insurance proceeds to cause the necessary repairs to the Leases Premises to be made with due diligence and reasonable dispatch; provided, however, that Landlord shall not be required to repair or replace furnishings, furniture, or other personal property which Tenant may be entitled to remove from the Leased Premises or any property improvement constructed and installed by or for Tenant other than what was originally built by Landlord as part of Landlord's Work or Additional Work. Subject to Landlord receiving insurance proceeds, Landlord shall undertake reasonable efforts to commence the required repairs to the Leased Premises within thirty (30) days following the date of the casualty or other damage and thereafter prosecute the repairs with due diligence and reasonable dispatch. If the Building, or any portion thereof, shall be partially destroyed by fire or other casualty so as to render the Building, or any portion thereof, untenantable and such portion is not occupied and used by Tenant, the rent shall proportionately abate thereafter until such time as the Leased Premises, or any portxxx xhereof, are made tenantable; provided, however, there shall be no abatement of rent and/or any abatement of rental shall cease as to any portion of the Building actually used by Tenant. If Landlord has elected to repair and reconstruct the Building, which election and notice of such election to Tenant must occur within thirty (30) days after the date of the casualty (or within sixty (60) days after such casualty if the event causes 50% or more of the Building to be untenantable), this Lease shall continue in full force and effect and such repairs will be made as soon as reasonably practicable thereafter, but not later than one hundred and eighty (180) days after the date of the casualty or other damage, subject to Excusable Delays; provided, however, that Landlord shall use reasonable efforts to not materially unreasonably interfere with Tenant's use ofand occupancy of any portion of the Leased Premises not destroyed or damaged. Except as otherwise expressly provided above, in no event shall Landlord be required to commence the restoration or repair of the Building until Landlord receives the insurance proceeds therefor. No damages, compensation, or access toclaims shall be payable by Landlord for any inconvenience, loss of business, or annoyance arising from such repair and reconstruction. In the event full use and occupancy can be restored within 180 days of the Casualty, and provided the casualty occurs in the first seven (7) years of the Term, the PremisesTerm of this Lease shall be extended by a period of time equal to the period of such repair and reconstruction.

Repairs. Section 6.1. Tenant shall, at covenants to use due care in its use and occupancy of the Premises. At Tenant's own ’s sole cost and expense, keep Tenant shall maintain the PremisesBuildings in a Class A manner and shall operate, maintain and make all necessary repairs and replacements (both structural and non-structural) to the Real Property, including all improvementswithout limitation to the Buildings, fixturesBuilding Systems, equipmentNon-Standard Building Installations, window coveringsPremises and the Common Area, both exterior and interior, in conformance with standards applicable to Class A office buildings in Memphis, Tennessee, except for those repairs or replacements which are necessary as a result of the negligent or willful acts or omissions of Landlord or for which Landlord is responsible pursuant to any other provision of this Lease, including without limitation Section 6.3. All maintenance and repairs and replacements shall be performed by Tenant in a manner and with materials and design of first class and quality consistent with first-class office buildings in Memphis, Tennessee, and furnishings therein, shall be made in good order, repair and condition at all times during accordance with the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval provisions of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsArticle V, and Tenant shall pay Landlord the cost thereofuse its commercially reasonable efforts to minimize interference with any other tenant’s use and occupancy of their premises in making any and all necessary or reasonable repairs, including a percentage alterations, additions, improvements or replacements hereunder. If Tenant shall fail, after thirty (30) days’ notice (or such shorter period as may be required because of the cost thereof (an emergency), to proceed with due diligence to make any repairs or replacements required to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Buildingmade hereunder, the structural portions same may be made by Landlord, at the expense of the floors of the BuildingTenant, and the systems and equipment actual, documented expenses thereof incurred by Landlord, with interest thereon at the Applicable Rate, shall be paid to Landlord, as Additional Rent, within thirty (30) days after rendition of a xxxx or statement therefor. For the avoidance of doubt, Tenant’s obligations hereunder shall apply to the entirety of the Real Property, regardless of whether or not there may be other tenants occupying portions of Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant2; provided, however, that if such repairs are Landlord shall always be responsible for payment of any reimburseable expenses or charges due to the negligence Tenant by Landlord under Article III of this Lease or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by otherwise based upon Landlord's insuranceProportionate Share and Tenant shall not look to other occupants of the Buildings or Real Property for any such payments (it being understood that Landlord is primarily liable for all such amounts). Notwithstanding anything in this Section 6.1 to the contrary, in the event that there is another tenant or tenants occupying portions of Building 2, Tenant shall not be responsible for any repair and maintenance obligations, and Landlord shall be responsible for the entire maintenance, management and cost thereof, in connection with the following items with respect to such other tenant(s) space: (1) housekeeping; (2) IT systems; (3) plumbing and plumbing fixtures; (4) lighting and electrical; (5) VAV boxes and filters; (6) interior finishes; and (7) any elevator servicing the Second Entrance (collectively, “Excluded Operating Expenses”). Notwithstanding anything in this Lease to the contrary, Landlord and its agents shall have the right to access the Real Property for the purposes of repair and maintenance of items comprising Excluded Operating Expenses in connection with such other tenant(s)’ space. Section 6.2. Tenant shall not locate or move any safe, heavy machinery or heavy equipment into or out of the Buildings (except to the extent required by Tenant's Work under the Work Letter Agreement or an Alteration under this Lease) without Landlord’s prior consent and supervision, which consent and supervision shall not be unreasonably with-held, conditioned or delayed. All work in connection therewith shall be done at Tenant’s cost and shall comply with the Requirements, and shall be done during such hours as Landlord may reasonable designate. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient, in Landlord’s reasonable judgment, to absorb and prevent vibration, noise and annoyance. (a) Landlord shall only be responsible for the maintenance, repair and replacement of the roofs of the Buildings at such time as recommended by a qualified roofing contractor with Landlord using commercially reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises and Real Property in making any and all such necessary or reasonable repairs or replacements. (b) Notwithstanding Section 6.3(a) or any other provision of this Lease, Landlord agrees to reimburse Tenant for any Major Mechanical Replacement to the extent that the costs and expenses for parts and labor in connection with any single such replacement occurrence exceeds $50,000 (a "Major Mechanical Reimbursement Event"), and only for those costs and expenses in excess of $50,000. Such reimbursement obligations of Landlord shall be on the following terms: (i) Landlord shall not be obligated to reimburse Tenant for maintenance costs and expenses made by Tenant in the ordinary course of operating any Major Mechanical; (ii) There are no limits to the number of Major Mechanical Reimbursement Events that may occur during the Term of this Lease or during any other time period under this Lease (for example, per year); (iii) There is no monetary cap or cumulative maximum amount to be paid under this Lease by Landlord for any and all Major Mechanical Reimbursement Events; (iv) The need for repairs and/or replacements to any Major Mechanical shall be determined by Tenant in its discretion as operator of the Major Mechanicals; provided, however, that replacement of a Major Mechanical will be considered a “Major Mechanical Replacement” only if the conditions in the definition of “Major Mechanical Replacement” are satisfied in all respects; (v) Within fifteen (15) days following the completion of a Major Mechanical Replacement, Tenant will invoice Landlord for the amount payable by Landlord, and Landlord will pay such amount in full within fifteen (15) days after receipt. If Landlord fails to pay such amount to Tenant within such fifteen (15) day period, then Tenant may set off such amounts against any deductible payments due to Landlord from Tenant under this Lease, including, without limitation, Rental, and Tenant may continue such set off until the full amounts owed to Tenant by Landlord for unpaid Major Mechanical Replacements have been paid in connection therewithfull. The set off rights in this Section 6.3(b)(v) are specially agreed to between Landlord mayand Tenant notwithstanding any other provision in this Lease to the contrary; and (vi) Landlord acknowledges and agrees that Tenant's acceptance of the Premises in an "as is, where is" state does not negate Landlord's obligations of reimbursement under this Section 6.3(b), and Landlord's obligation for reimbursement under this Section 6.3(b) applies at all times during the Term of this Lease (including any renewal terms under Section 2.7 hereunder) to all Major Mechanicals regardless of their condition upon the Commencement Date of this Lease. Section 6.4. Without abatement or diminution in Rental, Landlord reserves and shall have the following additional rights (but not obligations): (a) As to any portion of Building 2 not occupied by Tenant and commencing upon the 3rd year of the Term hereunder, to erect, use and maintain pipes and conduits in and through Building 2 and/or the Land as necessary or desirable for the operation thereof; provided that all such conduits and pipes shall be located behind then-existing walls, under floors or above suspended ceilings and shall not be required tointerfere with the use and operation of the Premises, enter the Premises at or any equipment or facilities located therein; and (b) To take any and all reasonable times to make such measures, including inspections, repairs, alterations, additions and improvements and additions to the Premises or to the Building or to any equipment located in the Building Buildings, as Landlord shall desire or deem may be necessary or as Landlord may be required to do by governmental desirable for the safety, protection or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation preservation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesBuildings.

Repairs. Tenant shall, at Tenant(a) Landlord's own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject obligation to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage make repairs to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails shall pertain only to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of floor, ceiling, sprinkler system and perimeter walls, unless the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that necessity for such repairs are required due to the negligence shall have been occasioned by Tenant or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence any permitted subtenant or willful misconduct licensee of Tenant, Landlord shall nevertheless or their respective employees, agents, contractors or any person, firm or corporation acting on its behalf, in which event Tenant agrees to make such repairs at Tenant's sole cost and expense. Except in cases of an emergency, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all to commence any repair until after receipt of written notice from Tenant. Tenant agrees to provide notice to Landlord of any damage or condition in need of repair of which Tenant is aware. Tenant shall allow Landlord reasonable times time in which to commence and complete such repairs. Landlord shall use reasonable efforts to make such repairsrepairs with a minimum of inconvenience, alterationsdisruption, improvements or loss of business to Tenant. (b) Except as provided in subparagraph (a) of this paragraph, Tenant agrees to keep and additions maintain the Premises, the fixtures and equipment therein and the appurtenances thereto in good repair and condition at Tenant's own cost and expense, and to make all necessary repairs and replacements thereto. Tenant shall keep and maintain the Premises in a first-class condition throughout the Term. Tenant shall replace all damaged glass with glass of equal quality. In the case of damage or to destruction by insurable casualty or by eminent domain, the Building obligations of Landlord and Tenant shall be controlled as hereinafter provided. (c) Following initial construction of the Premises Tenant may, at its own cost, paint, paper or to any equipment located in change floor coverings, or otherwise alter the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; providedPremises, however, except for provided that (i) emergencies, the structural integrity or value of the Building shall not be adversely affected; (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or the cost of such alteration does not exceed Five Dollars (iii$5.00) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premisesper square foot; provided that, with respect to items (ii) and (iii) abovethe sprinkler system, if any, is not thereby affected. In all other instances, Tenant shall secure prior written approval of Landlord. Tenant shall submit to Landlord shall use commercially reasonable efforts plans and specifications for such proposed work, together with the name of the contractor and a statement of the estimated cost thereof. Prior to not materially interfere with starting such work, Tenant agrees to deliver to Landlord a certificate of worker's compensation insurance in statutory limits from Tenant's use ofcontractor as well as evidence of insurance coverages to be maintained by Tenant hereunder. Such work shall be promptly completed in accordance with such approved plans and specifications, or access toapplicable laws and ordinances, and rules and requirements of Landlord's insurance carriers, subject to the Premisesterms of Tenant's indemnity set forth under paragraph 16 hereof and Tenant's obligation to insure such liability under paragraph 28 hereof. (d) The term "repairs" shall include repairs, replacements, renewals, alterations, additions, improvements and betterments.

Repairs. Tenant shall, at Tenant's own expense, keep the Premises, including without limitation the maintenance and repair of all glass panels and partitions, interior lavatories, showers, toilets, basins, kitchen facilities, kitchen appliances and supplemental HVAC systems including such supplemental HVAC systems' respective mechanical, plumbing and electrical connections (whether such systems or facilities are fully contained in the Premises, or exist outside the Premises, but were fully installed or are maintained to exclusively serve the Premises), including all non-structural improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floors of the Premises, in good order, repair and condition at all times condition, however, ordinary wear and tear during the Lease TermTerm shall be excepted. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlordexpense, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided provided, however, that, that at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a commercially reasonable percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements replacements, forthwith upon being billed for same. Landlord shall not be liable for damage that may be sustained by the goods, wares, merchandise or property of Tenant, its employees, invitees, customers, agents, or contractors, or any other person in, on or about the Premises directly or indirectly caused by or resulting from any cause whatsoever, including, but not limited to, fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems, or from intrabuilding cabling or wiring, whether such damage results from conditions arising upon the Premises or upon other portions of the Project or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, elevators, base building restrooms and all Common Areas (collectively, the "Building Structure") and the mechanical, electrical, life safety, plumbing, sprinkler, sewer and HVAC systems and equipment of the Building (collectively, the "Base BuildingBuilding Systems"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant or work performed by or on behalf of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant or work performed by or on behalf of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. The Building Structure and the Building Systems shall be referred to collectively as the "Base Building." Landlord may, but shall not be required to, enter the Premises at all reasonable times upon at least one (1) business day's prior notice (except in the case of an emergency) to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or reasonably deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree, provided, however, Landlord shall conduct such activities in a manner that minimizes disruption to Xxxxxx's business at the Premises. Tenant hereby waives any and all rights under and benefits of subsection I of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. Notwithstanding anything to the contrary in the Lease, to the extent the supplemental HVAC systems in the Premises require repair or replacement, Tenant shall have the right in its sole discretion to repair or replace such systems or elect not to repair or replace the same; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not have no obligation to materially interfere with Tenant's use of, repair or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesreplace such supplemental HVAC systems.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or damage caused by casualty (except to the extent the same is Tenant’s obligation to repair pursuant to Article 11 below), condemnation or other causes beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairsrepairs within ten (10) days after written notice from Landlord to Tenant (except that no such notice shall be required in an emergency), Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements replacements, forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, orsubject to the provisions of Section 10.5 below. Upon reasonable prior notice to Tenant (except that no such notice shall be required in the event of emergency), if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear, or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair or commence and diligently proceed to repair within ten (10) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and not to exceed seven percent (7%)) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for (i) maintaining the Building Common Areas in a manner consistent with the character of the Building as a first-class office building, and (ii) repairs to the exterior windows, walls, floor slabs, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment including without limitation (except as expressly provided to the contrary herein) all mechanical, electrical, plumbing and HVAC of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's ’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to provide reasonable notice and to not materially interfere with Tenant's ’s use of, or access to, the Premises. If Landlord fails to make such repair, Tenant may, after written notice to Landlord and Landlord’s failure to repair or commence to repair within ten (10) business days thereafter, but need not, make such repairs and replacements, and Landlord shall pay Tenant the cost thereof upon being billed for same. If Landlord’s failure to perform such required repair makes the Premises unfit for the Permitted Use for a period continuing for one hundred eighty (180) days beyond notice to Landlord, then Tenant shall have the right to terminate this Lease upon written notice to Landlord within thirty (30) days thereafter. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipmentfurnishings and systems and equipment therein (including, window coveringswithout limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and furnishings thereininsta-hot dispensers), and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunderordinance now or hereafter in effect. 621575.04/WLA X0000-000/00-0-00/xx/xx -00- XXXX XXXXXXX PLAZA [BrightSource Energy, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.Inc.]

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building restrooms and all Common Areas (collectively, the “Building Structure”), and the Base Building mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord (collectively, the “Building Systems”). Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of Tenant’s use of the Premises for other than the Permitted Use. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, and, except in the event of an emergency, such failure continues for more than ten (10) days after Tenant’s receipt of written notice from Landlord, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives and releases any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings therein, and the floor or floors of the Buildings on which the Premises are located, in good order, repair and condition at all times during the Lease Term, normal wear and tear, damage to the Premises which would be repaired under Article 11 hereof, excepted. In addition, subject to Landlord’s repair obligations as set forth in this Article 7 and Article 11, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuildings and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, reasonable fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation foundation, roof and roof other structural elements of the BuildingBuildings, and the structural portions of the floors of the BuildingBuildings (collectively, the “Building Structure”), and the systems and equipment of the Buildings and Common Areas (collectively the “Building (collectively, the "Base Building"Systems”), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's ’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's ’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. 7.01 Tenant shall take good care of the demised premises and the fixtures, equipment and appurtenances therein and shall, at Tenant's own its sole cost and expense, keep the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs to the demised premises and replacementsthe fixtures, equipment and appurtenances therein as are necessitated by the (i) act, omission, occupancy or negligence of Tenant shall pay Landlord the cost thereofor Tenant's employees, including a percentage contractors, invitees, licensees or other occupants of the cost thereof demised premises or (ii) use of the demised premises in a manner contrary to be uniformly established the purposes for the Building) sufficient which same are leased to reimburse Landlord for all overheadTenant, general conditions, fees as and other costs or expenses arising from Landlord's involvement with such repairs when needed to preserve them in good working order and replacements forthwith upon being billed for samecondition. Notwithstanding the foregoing, Landlord shall be responsible for repairs all damage or injury to the exterior walls, foundation and roof of the Building, or to its fixtures, equipment and appurtenances, whether requiring structural or non-structural repairs, caused by or resulting from the structural portions act, omission, occupancy or negligence of Tenant or Tenant's employees, contractors, invitees, licensees or other occupants of the floors of the Buildingdemised premises, and the systems and equipment of the Building shall be repaired promptly by Tenant (collectivelyor by Landlord, the "Base Building"if a structural repair), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's sole cost and expense. Except as otherwise provided in Section 9.05 hereof, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions damage or injury to the Premises demised premises and to its fixtures, appurtenances and equipment or to the Building or to any its fixtures, appurtenances and equipment located in caused by Tenant moving property into or out of the Building as or by installation or removal of furniture, fixtures or other property, shall be repaired, restored or replaced promptly by Tenant at its sole cost and expense, which repairs, restorations and replacements shall be in quality and class equal to the original work or installations. If Tenant fails to commence such repairs, restoration or replacements within ten (10) days after demand from Landlord shall desire (or deem necessary or as Landlord if, after such commencement, Tenant fails to complete such repairs with due diligence), the same may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises made by Landlord shall be performed in a manner so as not to materially interfere with at the expense of Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s standard administrative charge in connection with Landlord’s involvement with such repairs and replacements replacements, forthwith upon being billed for same. All repairs performed by Tenant hereunder shall be made in conformance with Landlord’s standard construction rules and regulations. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building")Systems, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times and with one day’s advance notice except in an emergency to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. To the fullest extent permitted by law, however, except for (i) emergencies, (ii) repairs, alterations, improvements Tenant hereby waives and releases any and all rights it may have at law or additions required by governmental in equity to make repairs at the expense of Landlord or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into in lieu thereof to vacate the Premises as may be provided by Landlord shall be performed any law, statute or ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.effect. The “

Repairs. Tenant shallSection 6.1. Throughout the Term, Tenant, at Tenant's own its sole cost and expense, keep shall (a) take good care of the Premises, including all of the buildings, structures, parking areas, driveways, access roads, railroad spur lines and related facilities (to the extent of Landlord’s obligation to maintain or repair the same pursuant to any applicable agreement with the railroad company), and all other Improvements, and put, keep and maintain the same in clean, good and safe order and condition, and, (b) subject to the provisions of Article 5, make all repairs therein and thereon, interior and exterior, structural and nonstructural, ordinary and extraordinary, and unforeseen and foreseen, necessary, in Landlord’s reasonable judgment, to keep the same in good and safe order and condition, howsoever the necessity or desirability therefor may occur, and whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise. Tenant shall not commit or suffer, and shall use all reasonable precaution to prevent, waste, damage, or injury to the Premises. As used in this Section 6.1 and the other Sections of this Lease, the term “repairs” includes all necessary replacements, renewals, alterations, improvements, fixturesand additions, equipment, window coverings, including structural repairs and furnishings therein, capital improvements. All repairs made by Tenant shall be equal in good order, repair quality and condition at all times during class to the Lease Termquality and class of the Improvements existing on the date hereof. Section 6.2. In addition, Tenant shall, at Tenant's own expense but under the supervision its sole cost and subject to the prior approval expense, keep all driveways, parking areas, sidewalks, ground areas and curbs on, in front of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage or adjacent to the Premises reasonably clean and replace or repair all damaged or broken fixtures free from dirt, snow, ice, rubbish, obstructions and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewithencumbrances. Section 6.3. Landlord may, but shall not be required toto furnish any services, enter utilities or facilities whatsoever to the Premises at all reasonable times Premises. Landlord shall have no duty or obligation to make such repairsany alteration, alterationschange, improvements and additions improvement, replacement or repair to the Premises any Premises, whether foreseen or unforeseen, or to maintain any Premises, and Tenant hereby expressly waives the Building or right to any equipment located in make repairs at the Building as Landlord shall desire or deem necessary or as Landlord expense of Landlord, which right may be required to do by governmental provided for in any Laws now or quasi-governmental authority or court order or decree; providedhereafter in effect. Tenant assumes the full and sole responsibility for the condition, howeveroperation, except for (i) emergenciesrepair, (ii) repairsalteration, alterationsimprovement, improvements or additions required by governmental or quasi-governmental authorities or court order or decreereplacement, or (iii) repairs which are the obligation maintenance and management of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shall(a) The Lessee shall repair and maintain the Leased Premises in good order and condition, at Tenant's own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsexcept for reasonable wear and tear, and furnishings thereinrepairs that are detailed below and born by the Lessor. Lessee may not remodel, in good ordermake additions, improvements and/or replacements of and to all or any part of the Leased Premises without prior written consent of the Lessor. (b) The Lessor shall operate, maintain, repair and condition at all times during replace the Lease Term. In additionsystems, Tenant shall, at Tenant's own expense but under facilities and equipment necessary for the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage proper operation of the cost thereof building in which the Leased Premises are located (to be uniformly established for including without limitation, the Buildingheating, ventilation and air conditioning systems, elevators, building security systems, sprinkler systems, plumbing and electrical) sufficient to reimburse Landlord for all overheadand shall maintain and repair the foundations, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation structure and roof of the Buildingbuilding and repair damage to the building which the Lessor is obligated to insure within investment maintenance. (c) If Lessor fails to repair the Leased Premises as required by Section 8(b) within thirty (30) days after receiving written notice from Lessee of any damage to the Leased Premises, Lessee may perform such repairs on behalf of Lessor. Lessee shall be reimbursed by Lessor all costs under this section. In the structural portions event that Lessor fails to reimburse such reasonable costs and expenses within thirty (30) days following Lessee’s written demand, Lessee shall be entitled to receive an abatement of Rent in the amount of such costs and expenses. (d) Lessee will notify Lessor promptly after Lessee learns of (a) any fire or other casualty in the Leased Premises; (b) any damage to or defect in the Leased Premises, including the fixtures and equipment in the Leased Premises, for the repair of which Lessor will be responsible for; and (c) any damage to or defect in any parts or appurtenances of the floors of the BuildingLeased Premises’ sanitary, and the electrical, heating, air conditioning, elevator or other systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in or passing through the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Leased Premises.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premisesnonstructural portions of the Premises that are not Landlord’s responsibility to maintain under this Lease, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings thereintherein (including the Furniture, as defined below), in good order, repair and condition at all times during the Lease Term. In addition, Tenant shallordinary wear and tear, at Tenant's own expense but under the supervision damage by casualty and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately ’s repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenancesobligations hereunder excepted; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs and upon prior written notice to Tenant and lapse of applicable cure period (except in the case of an emergency where no notice shall be necessary) or if Tenant requests that Landlord make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a commercially reasonable percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon within thirty (30) days after being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for make repairs to the exterior and load-bearing walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the Base Building systems and equipment of the Building (collectivelyincluding the mechanical, the "Base Building"HV, electrical, fire/life safety and plumbing systems and equipment) as a common area expense (subject to Exhibit C attached hereto), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, provided however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, or if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewiththerewith as a common area expense. In no event shall this negate the waiver of subrogation. Landlord maymay (and subject to the provisions of Article 27 of this Lease), but shall not be required to, enter the Premises at all reasonable times upon twenty-four (24) hour notice (unless in the event of an emergency) to make such repairs, alterations, improvements and or additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures, equipment, window coverings, fixtures and furnishings thereintherein and all heating, ventilating, air conditioning, electrical and utility systems that are located within and exclusively serve the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by casualty to, or condemnation of, the Premises, ordinary wear and tear and repairs for which Landlord is responsible pursuant to this Lease; provided however, thatthat Landlord shall have the exclusive right, exercisable at Landlord's option, or but not the obligation, to make such repairs and replacements if Tenant fails to make such repairs, Landlord may, but need not, make such repairs the same as required hereunder after expiration of the applicable notice and replacementscure period provided in Article 19, and Tenant shall pay to Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith promptly upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times and after reasonable prior written notice (except in emergencies) to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, . Landlord shall use commercially reasonable efforts to not materially interfere minimize any unreasonable interference with Tenant's use ofand occupancy of the Premises as a result of any entry by Landlord permitted under this Article 7. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or access toordinance now or hereafter in effect. Subject to the provisions of the immediately preceding paragraph, Articles 11 and 13 of this Lease and Tenant's obligations under Article 4 to reimburse Landlord for Tenant's Share of the cost and expenses of the following described items, Landlord shall maintain or cause to be maintained in good order, condition and repair at all times during the Lease Term, the structural portions of the roof, foundations, floors and exterior walls of the Building, the Common Areas, and the Building plumbing, heating, ventilating, air conditioning, life safety and electrical systems serving the Building and the Common Areas; provided, however, that Tenant shall pay the cost of repairs or replacements to the extent arising out of the negligence or willful misconduct of Tenant or Tenant's Agents. Landlord shall be under no obligation to inspect the Premises. Tenant shall promptly report in writing to Landlord any defective condition known to it which Landlord is required to repair.

Repairs. Tenant shallshall keep the Premises (including, at without limitation, all Fixtures which are not the responsibility of Landlord pursuant to this Lease to repair) in good condition and, upon expiration or earlier termination of the Term, shall surrender the same to Landlord in the same condition as when first occupied, reasonable wear and tear excepted (to the extent Tenant pays to Landlord (A) in accordance with Section 7.05(g) in connection with a casualty damage to Tenant's own expense’s Improvements and Betterments one-half of the sum of (i) the insurance proceeds covering Tenant’s Improvements and Betterments, keep (ii) the amount of any deductible under the policy insuring Tenant’s Improvements and Betterments and (iii) the amount, if any, by which the cost of repairing and restoring Tenant’s Improvements and Betterments as estimated by a reputable contractor designated by Landlord and reasonably acceptable to Tenant exceeds clauses (i) and (ii) above and (B) in connection with a condemnation proceeding affecting the Premises or any part thereof, any condemnation proceeds it receives in connection with Improvements and Betterments in the Premises, including all improvements, fixtures, equipment, window coverings, and furnishings therein, in good order, repair and condition at all times during then Tenant may surrender the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and Premises to Landlord subject to the prior approval of Landlord, and within any reasonable period of time specified damage by Landlord, promptly and adequately repair all damage casualty or condemnation). Subject to the Premises preceding sentence and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due of the release of liability and waiver of subrogation provided in Section 7.03 hereof, Tenant’s obligation shall include, without limitation, the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the negligence equipment and other installations in the Premises or willful misconduct of Tenant; providedanywhere in the Building. Any maintenance, however, that if such repairs are due repair or replacement to the negligence windows (including, without limitation, any solar film attached thereto), the Building systems, the Building’s structural components or willful misconduct any areas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s expense. Tenant shall be responsible to repair and replace as necessary any solar film attached to the exterior windows of the Premises, which repair shall be performed by Landlord at the expense of Tenant, to the extent such solar film was damaged after the applicable Commencement Date or Second Commencement Date with respect to the Blocks and with respect to any other space included in the Premises, on the date possession of such space is delivered to Tenant. Landlord and Tenant shall, on or promptly after each Commencement Date or Second Commencement Date or date possession is delivered to Tenant, as applicable, prepare a punchlist indicating which solar film in the applicable part of the Premises is damaged as of the date of the preparation of such punchlist and Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, replace same as set forth in Exhibit G. Tenant shall only not commit or allow to be obligated committed any waste or damage to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to portion of the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesBuilding.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the carpet or other floor covering on the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear, damage caused by Landlord or any Landlord Party, and damage caused by other events beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or that if Tenant fails to make such repairsrepairs after notice and a reasonable opportunity to cure (provided that such notice and cure right shall not be applicable in the case of an emergency), Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the reasonable cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project, but not in excess of three percent (3%)) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for maintaining in good condition and making repairs to the Common Areas, the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment (including the base building utility systems and base building utility equipment) of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times upon reasonable prior notice to Tenant (except that no notice shall be required in the event of an emergency) to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem reasonably necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements . Tenant hereby waives and releases any and all rights it may have at law or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) in equity to make repairs which are at the obligation expense of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.Landlord

Repairs. Except to the extent that Landlord has the obligation to ------- rebuild pursuant to Paragraph 12 hereof, Tenant shallwill, subject to Paragraph 11.A., at Tenant's own expense, perform any maintenance, repairs and replacements of the Premises that are (i) caused by the neglect or misuse of Tenant, its employees, contractors, agents, invitees or licensees, or (ii) required to keep the Premisesfloors, including all improvementsceilings, fixtureswalls, equipment, window coveringspartitions, and furnishings therein, other interior portions of the Premises which are not a part of the Building's shared systems in good orderrepair and tenantable condition, reasonable wear and tear excepted. If the Tenant does not commence any such required maintenance, repair and condition at all times during or replacement within ten (10) days of the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject request of Landlord to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's optiondo so, or if after such commencement, Tenant fails does not thereafter diligently pursue same to make such repairscompletion, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof. Landlord, including a percentage as an Operating Expense (except as otherwise provided in Paragraph 5), shall keep and maintain the Building and its fixtures, appurtenances, systems and facilities serving the Premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Building and the Premises, except for those repairs for which Tenant is responsible pursuant to any other provisions of this Lease. Without limiting the cost thereof (to be uniformly established for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding generality of the foregoing, Landlord shall be responsible for repairs to the repair and maintain, and if necessary, replace (i) building structure, foundation, roof, gutters, exterior walls, foundation window coverings, windows, and roof all other exterior and structural parts of the Building, the structural portions of the floors (ii) halls, stairways and entry ways, elevators and common passageways and all other common areas of the Building, (iii) elevator lobbies and restrooms on each floor of the Premises (provided Tenant has not hired its own janitorial contractor to perform such repair and maintenance), and (iv) all elements of the plumbing system, the sprinkler system, the light fixtures and electrical distribution system, the heating, ventilating and air conditioning system and any other of the Building's shared systems located within the Premises. Nothing contained in this Paragraph 8 shall require Landlord to paint or decorate the Premises. If the Landlord does not commence any required maintenance, repair or replacement within thirty (30) days of the request of Tenant to do so (or in cases of emergency within twenty-four (24) hours after notice), or if after such commencement, Landlord does not thereafter diligently pursue same to completion, Tenant may, but need not, make such repairs and equipment replacements, and Landlord shall pay Tenant the cost thereof within ten (10) days after notice given from Tenant to Landlord specifying such costs. 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'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 Building (collectivelyor the Premises, the "Base Building"), except or in or to the extent fixtures, equipment or appurtenances of the Building or the Premises, provided that Landlord shall use due diligence with respect thereto. In case of repairs or changes which are made within the Premises, unless such repairs are required due to the negligence repairs, renewals or willful misconduct of improvements can be made during business hours without material interference with Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant's business operations, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located replacements during non-business hours, except in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation event of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premisesan emergency.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the BuildingBuilding and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectively, the "Base Building"), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shall, at Tenant's ’s own expense, keep the Premises, including all improvements, fixtures, equipment, window coveringsfurnishings, and furnishings thereinsystems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's ’s own expense expense, but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged damaged, broken, or broken worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's ’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (not to be uniformly established for the Buildingexceed five percent (5%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's ’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (collectivelyincluding without limitation the base Building HVAC and plumbing systems, base Building fire safety systems, and elevators) and the "Base Building")Common Areas, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's ’s expense, or, if covered by Landlord's ’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and or additions to the Premises or to the Building Project or to any equipment located in the Building Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decreestatute, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed ordinance now or hereafter in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premiseseffect.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant's own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, equipment, window coveringsany Alterations (defined in Section 7.2), and furnishings thereinany leasehold improvements installed pursuant to any prior lease, in good orderbut excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, repair ventilation and condition at all times during the Lease Term. In additionair conditioning units, Tenant shallkitchens (including hot water heaters, at Tenant's own expense but under the supervision and subject to the prior approval of Landlorddishwashers, garbage disposals, insta-hot dispensers, and within any reasonable period plumbing) and similar facilities exclusively serving the Premises, whether located inside or outside of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsPremises, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof whenever and by whomever installed or paid for; and (to be uniformly established for the Buildingc) sufficient to reimburse Landlord for all overhead, general conditions, fees Lines (defined in Section 23) and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for sametrade fixtures. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors of the Building, together with all mechanical (including HVAC), electrical, plumbing and the fire/life-safety systems and equipment of serving the Building (collectivelyin general, the "Base Building"), except to the extent that such repairs are required due to the negligence whether located inside or willful misconduct outside of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, or, if covered by Landlord's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises.

Repairs. Tenant shallshall keep the entire Leased Premises and every part thereof in good condition and repair, at including, but not limited to, floor coverings, ceiling, walls, and all fixtures, facilities or equipment contained therein, including but not limited to, the heating, ventilating and air conditioning systems (collectively, the “HVAC System”), electrical, plumbing and sewer systems, the exterior doors, window frames, and all portions of the store front area, and shall make any replacements thereof, and of all broken and cracked glass which may become necessary during the term of this Lease, but excluding the roof and structure, which shall be Landlord's responsibility, unless resulting from Tenant's own expenseacts or failure to act, keep in which case they shall be Tenant's responsibility. Prior to undertaking any repairs, Tenant shall notify Landlord of said repairs and the methodology to be used in effecting the same. Landlord shall have the right to approve said methodology and such approval shall not be unreasonably withheld, conditioned or delayed. If Tenant refuses or neglects to commence or complete repairs promptly and adequately, Landlord may make or complete said repairs and Tenant shall pay the cost thereof to Landlord. Landlord represents to Tenant that as of the date the Leased Premises are delivered to Tenant, the HVAC System located in and exclusively servicing the Leased Premises, including all improvementsshall be in good working order. Thereafter, fixturesthe routine maintenance, equipment, window coveringsservicing and repair, and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at replacement of the HVAC System shall be the responsibility of Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereofmaintain a service contract for such purposes with a reputable vendor (a copy of which, including a percentage of the cost thereof (any amendments thereto, shall be provided to be uniformly established Landlord upon Landlord’s request for the Building) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (collectively, the "Base Building"), except providing for a minimum of Four (4) quarterly preventative maintenance and filter change visits per calendar year. Landlord shall, to the extent that such repairs are required due available and assignable, assign any manufacturers’ and installers’ warranties applicable to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due HVAC System to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant's expense, Tenant or, if in the event such are not assignable, make claims thereunder for any covered maintenance, repair, or replacement performed by Landlord's insuranceor for Tenant. At the expiration or earlier termination of this Lease, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord mayassign or re-assign, but shall not be required to, enter as the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord case may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunderbe, any such entry into the Premises manufacturers’ and installers’ warranties previously assigned by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the PremisesLandlord.