Common use of Tenant’s Maintenance Obligations Clause in Contracts

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at TenantXxxxxx’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and TenantXxxxxx’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant shall at its sole cost (i) maintain, repair, replace, and repaint, all in first class condition, all aspects and portions of the Premises other than those for which Landlord is responsible under Section 10.2, (ii) arrange for the removal of trash from the Premises, (iii) maintain service agreements reasonably satisfactory to Landlord relative to maintenance, repair, and replacement of the laboratory gas equipment and security systems within the Premises, (iv) maintain janitorial contracts (which contracts must at least include semi-annual floor waxing, grill cleaning and, when needed, carpet cleaning) and pest and termite control service agreements with respect to the Premises, reasonably acceptable to Landlord. Tenant shall provide Landlord with current copies of all maintenance, service and cleaning contracts throughout the Term. Tenant is additionally liable for any damage to the Premises or the Project resulting from the acts or omissions of Tenant, at all times during the Term and at Tenant’s Invitees or, with respect to the Premises only, any other person not controlled by Landlord. If Tenant fails to maintain, repair, replace, or repaint any portion of the Premises as provided above (after notice from Landlord and a reasonable opportunity to complete the repair, maintenance, or replacement), then Landlord may maintain, repair, replace, or repaint any such portion of the Premises or Project and Tenant shall promptly reimburse Landlord for Landlord’s actual cost thereof, plus a supervisory fee in the amount of five percent of such actual cost, which sum constitutes additional rent under this Lease. Landlord, at Landlord’s sole cost discretion, may require Tenant to use specific contractors or construction techniques for the purpose of maintaining warranties or the integrity of the Premises provided such contractors or techniques are commercially reasonable. Tenant waives the provisions of California Civil Code Section 1942 (or any successor statute), and expense, shall keep any similar principals of law with respect to Landlord’s obligations for tenantability of the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at and deduct the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises such repairs from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationrent.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Except for the portions and components of the Premises to be maintained by Landlord as set forth in Section 10.1, Tenant, at all times during the Term and at Tenant’s sole cost and its expense, shall keep the Premises and every part thereof all utility facilities and systems (including, but not limited to, the fire monitoring system) exclusively serving the Premises (“Tenant Utility Facilities”) in good first-class order, condition and repairrepair and shall make replacements necessary to keep the Premises and Tenant Utility Facilities in such condition; provided, and in compliance with applicable Lawshowever, including Tenant shall have no right to spray paint the replacement exterior or interior of any facility the windows or doors without Landlord’s prior written consent. All replacements shall be of City used by Tenant which requires replacement by reason a quality equal to or exceeding that of Tenant’s use thereofthe original. At the option of Landlord, excepting (a) ordinary wear Tenant shall contract with a service company approved by Landlord for the regular (but not less frequently than quarterly) maintenance, repair and/or replacement (when necessary) of the heating, ventilating and tearair conditioning equipment serving the Premises (the “HVAC System”) and shall provide Landlord with a copy of any service contract within ten (10) days following its execution, and or (b) damage due to casualty Landlord may contract with respect to which the provisions a service company of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expensechoosing (or provide such service itself) for the maintenance, redecorate and paint fixtures and the interior repair and/or replacement of the Premises HVAC System and improvements, bill Tenant periodically for the cost of same or based upon estimates in a manner similar to the way in which Common Area Costs are estimated and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishingsbilled. Without limiting the generality Landlord shall be entitled to obtain an administration fee of fifteen percent (15%) on all of the foregoing, at all times, Tenant shall be solely liable for HVAC System expense billed to Tenant. Throughout the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do soTerm, at Tenant’s sole expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations , Tenant shall include, without limitation, the obligation to make substantial or structural repairs and alterations to maintain the Premises (in a clean, sanitary and quiet manner and shall take such steps as may be reasonably necessary to keep the Premises and/or contiguous other tenant-occupied premises and the Project free of nuisances, odors and loud sounds, including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere music associated with Tenant’s use business or enjoyment of from the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account operation of any such occurrence instrument, apparatus, equipment, radio, television or situationamplification system.

Tenant’s Maintenance Obligations. Except for the portions and components of the Premises to be maintained by Landlord as set forth in Section 10.1, Tenant, at its expense, shall keep the Premises and all times during utility facilities and systems exclusively serving the Term Premises (“Tenant Utility Facilities”) in first-class order, condition and repair and shall make replacements necessary to keep the Premises and Tenant Utility Facilities in such condition; provided, however, Tenant shall have no right to spray paint the exterior or interior of the windows or doors without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. All replacements shall be of a quality equal to or exceeding that of the original. At the option of Landlord, (a) Tenant shall contract with a service company approved by Landlord for the regular (but not less frequently than quarterly) maintenance, repair and/or replacement (when necessary) of the heating, ventilating and air conditioning equipment serving the Premises (the “HVAC System”) and shall provide Landlord with a copy of any service contract within ten (10) days following its execution, or (b) Landlord may contract with a service company of its own choosing (or provide such service itself) for the maintenance, repair and/or replacement of the HVAC System and bxxx Tenant periodically for the cost of same or based upon estimates in a manner similar to the way in which Common Area Costs are estimated and billed. Until further written notice from Landlord, Landlord hereby elects option (b) set forth above. If required by applicable laws and/or applicable governmental authority, Tenant shall, at Tenant’s sole cost and expense, operate, maintain, repair, replace and clean any remote grease trap interceptor (together with all necessary lines and ancillary equipment and connections to the Premises) (collectively, the “Grease Interceptor Equipment”) required for Tenant’s Permitted Use in size and capacity as determined by the applicable governmental authorities and maintain same in compliance with all applicable laws, governmental requirements and the Agreements in first class order, condition and repair and shall make all replacements necessary to keep such Grease Interceptor Equipment in such condition. Additionally, at the option of Landlord, (a) Tenant shall contract with a service company reasonably approved by Landlord for the regular (but not less frequently than quarterly) cleaning, maintenance, repair and/or replacement (when necessary) of the Grease Interceptor Equipment serving the Premises and every part thereof in good condition and repairshall provide Landlord with a copy of any service contract within fifteen (15) days following request therefor, and in compliance or (b) Landlord may contract with applicable Lawsa service company of its own choosing (or provide such service itself) for the cleaning, including the maintenance, repair and/or replacement of any facility the Grease Interceptor Equipment and bxxx Tenant periodically for the cost of City used by Tenant same or based upon estimates in a manner similar to the way in which requires replacement by reason of Tenant’s use thereofTaxes are estimated and billed. Until further written notice from Landlord, excepting Landlord hereby elects option (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationset forth above.

Tenant’s Maintenance Obligations. TenantTenant shall maintain the interior of the Premises in a clean, at sanitary and safe condition and, except as specifically provided in Section 5.2 below, Tenant shall make and pay for all times during the Term maintenance, replacement and at Tenant’s sole cost and expense, shall repair necessary to keep the interior of the Premises and every part thereof in a good condition and repairstate of repair consistent with a comparable office suite in the Fort Lauderdale Metropolitan Area, and in compliance with applicable Lawsall Governmental Regulations and in tenantable, including safe condition. Such maintenance shall include the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereofobligation to maintain, excepting (a) ordinary wear replace or repair, in the manner required herein, all interior doors, interior door frames, interior door checks and tearinterior windows therein, and all equipment, facilities and fixtures exclusively serving the Premises (b) damage due including hardware, electrical, plumbing and package air conditioning facilities but excluding Building systems which shall be the obligation of Landlord to casualty with respect to which the provisions of maintain as provided in Section 14 [Damage or Destruction] shall apply5.2). Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant willshall, at its own expense, redecorate install and paint fixtures maintain fire extinguishers and other fire protection devices in the interior Premises as may be required from time to time by any agency having jurisdiction or the insurance underwriters insuring the Project in which the Premises are located. Tenant shall, at its own cost and expense, utilize commercially reasonable efforts to ensure that the Premises are maintained in compliance with Title III of the Premises Americans with Disabilities Act of 1990 (“ADA”) and improvementsany similar state or local laws, rules or ordinances throughout the Lease Term and any renewals. Required Tenant repairs and maintenance not made within 20 days after demand by Landlord may be made by Landlord, at its option, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting Tenant shall reimburse Landlord for the generality cost of the foregoingrepairs within 30 days from receipt of invoice, at all times, Tenant shall be solely liable for as Additional Rent. Notwithstanding anything to the facade of the Premises separating the Premises from the Terminal common areascontrary contained in this Lease, including Section 24, Landlord shall have no approval rights with respect to the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event contractors employed by Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations maintenance obligation under this Section are a material part of the bargained-for consideration under 5.1; however, all such contractors must be properly licensed and insured as required by this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s Tenant‟s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s Tenant‟s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s City‟s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s Tenant‟s expense. The parties acknowledge and agree that Tenant’s Tenant‟s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s Tenant‟s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s Tenant‟s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s Tenant‟s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant(a) Subject to reimbursement as otherwise provided in Section 5.04 hereof, Tenant shall, at all times during the Term and at Tenant’s its sole cost and expense, be responsible for keeping and maintaining the Mall Portion, the DSW Portion and the Landlord Portion of the Access Easement Drive, shown on Exhibits X-0, X-0 and A-8 hereof, in good repair and reasonably free of snow and ice, as set forth in Section 5.04. (b) In addition, Tenant shall keep be responsible for keeping the Area A portion of the Premises maintained, (DSW12 repaired and every part thereof replaced, at its sole cost and expense, inclusive of the parking field and landscaped areas of Area A (other than the portion of the landscaped areas of the Premises which shall be maintained by Landlord pursuant to Section 6.01 (c) hereof), in good condition conformance with the Criteria and repairotherwise, to a standard of care not less than that of the remainder of the Shopping Center. Such maintenance shall be performed as and when required in compliance with applicable Lawsorder to maintain the same in a first-class condition, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary reasonable wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall applyloss, excepted. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior shall maintain such portion of the Premises in a continuous neat and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areasclean condition, including the external face thereofmaintenance and replacement of all landscaping (other than that maintained by Landlord pursuant to Section 6.01 (c) hereof) as reasonably necessary, all windows trash pick-up at such frequency so as to avoid the accumulation of trash and display areas thereindebris, grass mowing and snow and ice removal as reasonably necessary, and otherwise in accordance with all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations other requirements set forth under this Section are a material part Lease and under applicable zoning laws and regulations, restrictions of the bargained-record and other governmental laws, rules or regulations. Tenant shall also be responsible for consideration under this Lease. Tenant’s compliance obligations shall includemaintenance, without limitation, the obligation to make substantial or structural repairs repair and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship replacement of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to all utility systems which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use exclusively serve Area A of the Premises. No occurrence If Tenant fails, refuses or situation arising during neglects to properly maintain the TermArea A portion of the Premises and/or the Mall Portion, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant the DSW Portion and/or the Landlord Portion of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part the Access Easement Drive inclusive of the improvements or to otherwise seek redress against City. commence or complete any of the repairs or replacements required to be made by Tenant waives hereunder promptly and adequately after written notice and reasonable opportunity to cure, Landlord may, in addition to any rights now other remedy Landlord may have, but shall not be required to, make or hereafter conferred upon it by any existing complete said maintenance, repairs or future requirement to terminate this Leasereplacements and Tenant shall pay the cost and expense thereof, plus a charge of fifteen percent (15%) thereof, to receive any abatementLandlord upon demand as Additional Rent. Landlord hereby reserves a perpetual, diminution, reduction or suspension non-exclusive easement across and over the Premises for the purposes of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationcarrying out the terms and provisions set forth in this paragraph.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at TenantXxxxxx’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with TenantXxxxxx’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and TenantXxxxxx’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s Tenaxx’x expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s Tenaxx’x particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Subject to the provisions of -------------------------------- Section 10 and Section 13.1, Tenant, at its expense shall keep and maintain in ---------- ------------ good and sanitary order, condition, and repair the entire Premises, including, without limitation , roofing, interior and exterior walls, floors, ceilings, doors, windows, (excluding only load bearing walls, foundation, roof structure and underground utility lines from the property line the point of entry to the Building, unless damage thereto is caused by Tenant or Tenant's agent, in which event Tenant shall pay to Landlord, as Additional Rent, Landlord's cost and expense to repair said damage, which obligation of Tenant hereunder shall survive Lease Termination) gas, steam and electrical fittings, water, sewer and gas connections, plumbing, glass, electrical wiring, switches fixtures, signs, heating, ventilating and air conditioning equipment, skylights, sidewalks, landscaping and paving. Tenant shall repair any damage to the glass "curtain wall", except for repair required as a result of defective construction or materials. Tenant agrees to hire and enter into a written contract with a licensed contractor engaged in the business of maintaining air conditioning, ventilating and heating equipment to perform regular (not less than quarterly) and customary maintenance service and, if necessary, to repair or replace such equipment. Tenant shall deliver a copy of such contract to Landlord no later than the Commencement Date. Upon request from Landlord, Tenant shall deliver to Landlord copies of all times during HVAC service and repair records. If Tenant fails to provide adequate maintenance to the Term heating, ventilating and air conditioning equipment and systems, Landlord may employ an air conditioning, ventilating and heating maintenance firm to maintain the same and Tenant shall reimburse Landlord, as Additional Rent, for any and all costs thereof. Tenant shall, at Tenant’s its sole cost and expense, shall keep and maintain the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including landscaping of the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior grounds of the Premises in an attractive, slightly and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishingswell-kept condition. Without limiting the generality A copy of the foregoing, at all times, Tenant Tenant's written contract for landscape maintenance services shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereondelivered to Landlord within five (5) days after Landlord's request. As provided below in Section 15.4 [City’s Right to Perform], in In the event Tenant fails to perform its make any repairs or maintenance and repair obligations hereunder, City shall have the right required of Tenant pursuant to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part within five (5) days of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall includewritten notice by Landlord, Landlord, in addition to all other remedies available hereunder or by law, and without limitationwaiving any alternative remedies, the obligation to make substantial or structural repairs and alterations to may enter into the Premises (including the Initial Improvements)and perform such repairs or maintenance, regardless of, among other factors, the relationship of in which event Tenant shall reimburse Landlord as Additional Rent for the cost of curative action to such maintenance or repairs on the next date upon which Base Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs becomes due; Landlord shall have no liability to Tenant or Cityfor any damage, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involvedinconvenience, or interference with the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Premises by Tenant as a result of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with performing any such requirementrepairs or maintenance. The term "repair" as used herein shall include and mean painting, on account of any such occurrence or situationreplacements, restorations, and/or renewals.

Tenant’s Maintenance Obligations. Tenant, at (a) At all times during the Term Lease Term, Tenant shall keep the Premises in good, clean and first class condition and shall, at Tenant’s its sole cost and expense, shall keep perform all needed maintenance, repairs, replacements and renovation, including, without limitation, maintenance and repair of the Premises heating and every part thereof in good condition air conditioning systems and repair, and in compliance with applicable Laws, including the replacement of any facility of City used cracked or broken glass (except for repairs and replacements required to be made by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which Landlord under the provisions of Section 14 [Damage 7.1 and Article XIV, maintenance of all plumbing units, pipes and connections free from obstruction and protected against ice and freezing, and renovation and replacement of carpets, painting and tenant fixtures, where necessary to maintain such first class condition. If any repairs or Destruction] other acts required of Tenant hereunder are not made within ten (10) days after written notice delivered to Tenant by Landlord, Landlord may, at its option, make such repairs without liability to Tenant for any loss or damage which may result to its stock or business by reason of such repairs, and Tenant shall applypay to Landlord immediately upon demand as Additional Rent hereunder the cost of such repairs plus ten percent (10%) of the amount thereof and failure to do so shall constitute an Event of Default under this Lease. Tenant hereby waives all right to make repairs at At the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term expiration of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of shall surrender the Premises in good condition, reasonable wear and improvementstear and loss by fire or other casualty excepted, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at shall surrender all times, Tenant shall be solely liable keys for the facade Premises to Landlord and shall inform Landlord of the Premises separating the Premises from the Terminal common areasall combinations on locks, including the external face thereofsafes and vaults, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform]if any, in the event Premises. (b) Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation not be required to make substantial any structural repairs or structural repairs and alterations to the Premises (including the Initial Improvements)which may be required under any laws, regardless ofordinances, among other factorsorders or regulations or by order of any mortgagee or fire rating bureau or board, the relationship unless required as a result of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the TermTenant shall be required to make all changes, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rentstructural, or otherwise, necessary to compel City conform Tenant’s particular use of the premises to make any repairs standards or regulations imposed by the Air Quality Management District or requirements of the Americans with Disabilities Act. (c) Tenant agrees to comply enter into a regularly scheduled preventative maintenance/service contract (the “Service Contract”) within thirty (30) days of the Commencement Date with any a maintenance contractor approved by Landlord, for the servicing of all heating and air-conditioning systems and equipment within the Premises. The Service Contract shall include all scheduled maintenance as recommended by the equipment manufacturer as set forth in the operation/maintenance manual. All guaranties and warranties provided with such requirementheating, on account air-conditioning or other equipment shall be included within the definition of any a Service Contract provided that such occurrence or situationguarantees and warranties include coverage of all scheduled maintenance.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, Tenant shall keep and maintain in good order, condition and repair (which repair shall mean replacement if necessary) the Demised Premises and every part thereof thereof, except as hereinbefore provided as Landlord’s maintenance responsibility, including, without limitation, the exterior and interior portions of all doors, door checks, security gates, windows, glass, utility facilities, plumbing and sewage facilities within the Demised Premises or under the floor slab including free flow up to the main sewer line; all heating and air-conditioning equipment and apparatus including exterior mechanical equipment; exterior utility facilities and exterior electrical equipment serving the Demised Premises; and, all plate glass, interior walls, floors and ceilings, including interior painting; and shall at all times comply with applicable building codes. Tenant shall contract for, in good condition and repairits own name, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting shall pay for (a) ordinary wear a qualified service contractor to inspect, adjust, clean and tearrepair heating, ventilating and air conditioning equipment, including changing filters on a semi-annual basis, and (b) damage due a qualified service contractor to casualty with respect render pest control services to which the provisions Demised Premises. All such service contractors shall be subject to the prior written approval of Section 14 [Damage Landlord. If Tenant refuses or Destruction] shall apply. Tenant hereby waives all right neglects to make repairs at the expense of City commence or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or complete any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises obligations above set forth promptly and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapesadequately after written notice from Landlord, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunderof an emergency, City after whatever notice is reasonable under the circumstances, if any, Landlord may, but shall have the right not be required to do so, at make or complete said maintenance or repairs and Tenant shall pay the cost thereof to Landlord upon demand. For the purposes of this Section, an “emergency” shall be deemed to exist if, in the good faith judgment of Landlord, prompt action is needed in order to prevent death, bodily injury or property damage. If Landlord makes any such repairs, performs any such maintenance, or provides any such renewal or replacement, or undertakes to do so (or engages any third party contractors to do so), then Landlord shall not be liable to Tenant for (and Tenant shall indemnify and hold Landlord harmless with respect to) all loss or damage that may occur to Tenant’s expense. The parties acknowledge and agree that merchandise, fixtures or other property or to Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation business incident to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative such action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationLandlord.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term 5.1.1 Tenant will keep and at Tenant’s sole cost and expense, shall keep maintain the Premises and every part thereof in good appearance, repair and condition and repairmaintain proper housekeeping. Tenant shall promptly make or cause to be made all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen, necessary to keep each Facility in good and lawful order and condition and in substantial compliance with applicable Lawsall requirements for the operation of a Facility as an ALF in the state in which the respective Facility is located and, including the replacement of any facility of City used by Tenant which requires replacement by reason if applicable, certification for 5.1.2 As part of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of 's obligations under this Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times5.1, Tenant shall be solely liable responsible to maintain, repair and replace all Landlord Personal Property and all Tenant Personal Property (as defined in Section 7.1 below) used in connection with each Facility in good condition, ordinary wear and tear excepted, consistent with prudent industry practice for the facade of a Facility as an ALF. 5.1.3 Without limiting Tenant's obligations to maintain the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length within thirty (30) days of the then remaining Term hereofend of each Lease Year starting with the end of the second (2nd) Lease Year, Tenant shall provide Landlord with evidence satisfactory to Landlord in the reasonable exercise of Landlord's discretion that Tenant has in such Lease Year spent on Upgrade Expenditures (as hereinafter defined) an annual average amount of at least Two Hundred and No/100 Dollars ($200.00) per living unit per Facility as such amount is adjusted annually at the end of each Lease Year for CPI Increases. For purposes of this Section 5.1.3, the relative benefit CPI Increase shall be determined by comparing the CPI in effect as of January 1, 2000 to the CPI in effect on January 1 of the calendar year during which the Upgrade Expenditures are to be made. The term "Upgrade Expenditures" is defined to mean upgrades or improvements to each Facility which have the effect of maintaining or improving the competitive position of each Facility in its respective marketplace. Non-exclusive examples of Upgrade Expenditures are new or replacement wallpaper, tiles, window coverings, lighting fixtures, painting, upgraded landscaping, carpeting, architectural adornments, common area amenities and the like. It is expressly understood that capital improvements or repairs (such as but not limited to Tenant repairs or City, replacements to the degree to which curative action may interfere with Tenant’s use or enjoyment structural elements of the Premiseswalls, the likelihood that the parties contemplated the particular requirement involvedparking area, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part roof or to otherwise seek redress against Citythe electrical, plumbing, HVAC or other mechanical or structural systems in each Facility) shall not be considered to be Upgrade Expenditures. If Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City fails to make any repairs to comply with any such requirementat least the above amount of Upgrade Expenditures, Tenant shall promptly on account of any such occurrence or situation.demand from Landlord (but in no

Tenant’s Maintenance Obligations. TenantDuring the Term hereof Tenant shall, at all times during the Term and at Tenant’s sole cost and its expense, take good care of the Leased Premises (including all of Landlord's fixtures and appurtenances therein or thereon) and shall keep complete and perform all routine maintenance and repairs to the Leased Premises as soon as same are necessary, including, but not limited to all HVAC repairs to the Leased Premises. Tenant shall obtain at its expense a HVAC maintenance contract to provide routine service to the HVAC system in the Leased Premises. Tenant shall not be required to make capital improvements/repairs to the Leased Premises. Tenant's obligations to maintain, repair and every part thereof in good condition replace the Leased Premises shall exclude all (i) building systems located within the Building that service the entire Building (ii) broken or damaged glass, provided that if such damage was caused by the negligence of the Tenant or its customers or employees any costs of repair shall be charged to Tenant; (iii) damage by vandals (iv) the common area walls, ceilings, floors and repairfloor coverings (including carpets and tiles of the common area of the Building); (v) the exterior improvements to the Land such as shrubbery, landscaping, fencing and in compliance with applicable Lawsexterior lighting; (vi) snow plowing and ice removal; (vii) the common areas located within the Building, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereofcommon entrances, excepting (a) ordinary wear corridors, doors and tearwindows, stairways and lavatory facilities; and (bvii) damage due all necessary repairs and replacements to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 roof, exterior and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior bearing walls of the Premises Building and improvementssupport beams, foundation columns and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishingslateral support thereto. Without limiting All repairs made by the generality of the foregoing, at all times, Tenant shall be solely liable for equal in quality and workmanship to the facade original work. Any of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below foregoing expenses incurred by Landlord in Section 15.4 [City’s Right to Perform], performing its duties which shall constitute "Operating Expenses" as defined in the event Tenant fails to perform its maintenance and repair obligations hereunder, City Paragraph 5 shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations be allocated to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationas provided therein.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term 5.1.1 Tenant will keep and at Tenant’s sole cost and expense, shall keep maintain the Premises and every part thereof in good appearance, repair and condition and repairmaintain proper housekeeping. Tenant shall promptly make or cause to be made all repairs, interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen, necessary to keep each Facility in good and lawful order and condition and in substantial compliance with applicable Lawsall requirements for the operation of a Facility as an ALF in the state in which the respective Facility is located and, including the replacement of any facility of City used by Tenant which requires replacement by reason if applicable, certification for 5.1.2 As part of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of 's obligations under this Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times5.1, Tenant shall be solely liable responsible to maintain, repair and replace all Landlord Personal Property and all Tenant Personal Property (as defined in Section 7.1 below) used in connection with each Facility in good condition, ordinary wear and tear excepted, consistent with prudent industry practice for the facade of a Facility as an ALF. 5.1.3 Without limiting Tenant's obligations to maintain the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length within thirty (30) days of the then remaining Term hereofend of each Lease Year starting with the end of the second (2nd) Lease Year, Tenant shall provide Landlord with evidence satisfactory to Landlord in the reasonable exercise of Landlord's discretion that Tenant has in such Lease Year spent on Upgrade Expenditures (as hereinafter defined) an annual average amount of at least Two Hundred and No/100 Dollars ($200.00) per living unit per Facility as such amount is adjusted annually at the end of each Lease Year for CPI Increases. For purposes of this Section 5.1.3, the relative benefit CPI Increase shall be determined by comparing the CPI in effect as of January 1, 2000 to the CPI in effect on January 1 of the calendar year during which the Upgrade Expenditures are to be made. The term "Upgrade Expenditures" is defined to mean upgrades or improvements to each Facility which have the effect of maintaining or improving the competitive position of each Facility in its respective marketplace. Non-exclusive examples of Upgrade Expenditures are new or replacement wallpaper, tiles, window coverings, lighting fixtures, painting, upgraded landscaping, carpeting, architectural adornments, common area amenities and the like. It is expressly understood that capital improvements or repairs (such as but not limited to Tenant repairs or City, replacements to the degree to which curative action may interfere with Tenant’s use or enjoyment structural elements of the Premiseswalls, the likelihood that the parties contemplated the particular requirement involvedparking area, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part roof or to otherwise seek redress against Citythe electrical, plumbing, HVAC or other mechanical or structural systems in each Facility) shall not be considered to be Upgrade Expenditures. If Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City fails to make any repairs at least the above amount of Upgrade Expenditures, Tenant shall promptly on demand from Landlord (but in no -15- 21 event more than five (5) days) pay to comply with any Landlord the applicable shortfall in Upgrade Expenditures. Such funds shall be the sole property of Landlord and Landlord may in its sole discretion provide such requirement, on account of any funds to Tenant to correct the shortfall in Upgrade Expenditures or may simply retain such occurrence or situationfunds as supplemental rent hereunder.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of the City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at TenantXxxxxx’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and TenantXxxxxx’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction reduction, or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. TenantTenant shall (A) keep and maintain the -------------------------------- Premises in good appearance, repair and condition and maintain proper ------ housekeeping, (B) promptly make all repairs (interior and exterior, structural ------ and nonstructural, ordinary and extraordinary, foreseen and unforeseen) necessary to keep each Facility in good and lawful order and condition and in substantial compliance with all applicable requirements and laws relating to the Business conducted thereon, including if applicable certification for participation in Medicare and Medicaid, and (C) keep and maintain all Landlord and Tenant Personal Property in good condition, ordinary wear and tear excepted, and repair and replace such property consistent with prudent industry practice. The conditional use permit issued by the City of Folsom in connection with the development of the Facility in Folsom, California provides that if at all times any time the City Planning Director deems the number of parking spaces to be insufficient for such Facility, additional on-site parking (not to exceed a total of 73 spaces) shall be provided to the satisfaction of the Planning Director. Accordingly, if at any time during the Term the Planning Director deems the number of parking spaces to be insufficient, Tenant shall, at Tenant's sole cost and expense and pursuant to plans and specifications approved by Landlord in its reasonable discretion, cause such additional parking spaces to be created as are necessary to satisfy the requirements of the Planning Director. In addition, Tenant shall, within one (1) year following the Effective Date and at Tenant’s 's sole cost and expense, shall keep diligently make the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations and/or improvements to the Premises Facilities set forth on Exhibit H attached hereto (including the Initial Improvements"MANDATORY REPAIRS"), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City--------- UPGRADE EXPENDITURES. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.--------------------

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) Tenant shall (i) keep and maintain the Premises in good appearance, repair and condition and maintain proper housekeeping, (ii) promptly make all repairs (interior and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen) necessary to keep each Facility in good and lawful order and condition and in substantial compliance with all applicable requirements and laws relating to the Business conducted thereon, including if applicable certification for participation in Medicare and Medicaid, and (iii) keep and maintain all Landlord and Tenant Personal Property in good condition, ordinary wear and teartear excepted, and repair and replace such property consistent with prudent industry practice. (b) damage due to casualty with respect to which As of the provisions date hereof, Landlord has established a “Repair Reserve” in the amount of Section 14 [Damage or Destruction] shall applyOne Hundred Eighty-Five Thousand Dollars ($185,000) by setting aside a portion of the consideration payable by NHP under the Transaction Agreements. Tenant hereby waives all right may draw on the Repair Reserve from time to make repairs at time, but not more frequently than once per month, for reimbursement of costs and expenses associated with the expense repair and remediation of City or certain deferred maintenance and other matters identified in lieu thereof the Facility Condition Letters (collectively, the “Deferred Maintenance Items”). Funds shall be disbursed by Landlord from the Repair Reserve upon presentation by Tenant of reasonable evidence of correction of a Deferred Maintenance Item and reasonable evidence of costs and expenses incurred in connection therewith. Tenant covenants and agrees to vacate cause the Premises as provided by California Civil Code Section 1941 repair and 1942 or any other lawremediation of the Deferred Maintenance Items, statute or ordinance now or hereafter in effect. In additiona manner reasonably acceptable to Landlord, if it becomes reasonably necessary during within six (6) months of the term date of this Master Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and . Any amount remaining in the interior Repair Reserve seven (7) months after the date of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant this Master Lease shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations retained by Landlord as additional or supplemental Rent hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. TenantTenant shall, at all times during the Term and at Tenant’s sole cost and expenseterm of this lease, shall keep the Premises and every part thereof demised premises, including all improvements constructed by Tenant therein, in good order, condition and repair, and in compliance with applicable Laws, including the replacement interior surface of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereofexterior walls; all windows, excepting (a) ordinary wear and teardoors, door frames, and (b) damage due door closures; all plate glass, storefronts and showcases; all carpeting and other floor covering; all electrical equipment; all heating and air conditioning equipment; and all plumbing and sprinkler systems, if any, installed therein; and shall as necessary, or when required by governmental authority, make modifications or replacements thereof. Landlord shall have no obligation to casualty with respect to which repair or maintain the provisions of Section 14 [Damage demised premises or Destruction] shall applyimprovements constructed therein except as in this lease provided. Tenant hereby waives all the right to make repairs at Landlord's expense under the provisions of any laws permitting repairs by a tenant at the expense of City or in lieu thereof to vacate Landlord (including without limitation the Premises as provided by California Sections of the Civil Code Section 1941 and 1942 of the State of Nevada or any other law, similar statute or ordinance now or hereafter in effectforce) to the extent allowed by law, in that Landlord and Tenant have by this lease made specific provision for such repairs and have defined their respective obligations relating thereto. In additionTenant expressly agrees that the use of roof areas shall be limited to ingress and egress for maintenance purposes only, if it becomes reasonably necessary during and that said roof areas shall not be used for storage of inventory or for any other use. If applicable Xxxxxx agrees to use Xxxxxxxx’s HVAC sub-contractor to initialize the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate Air Conditioning and paint fixtures and Heating system in Tenant’s demised premises in order not to violate any warranties provided to Landlord in the interior initial installation of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishingsunit. Without limiting the generality of the foregoing, at all timesOtherwise, Tenant shall be solely liable responsible for any costs or expenses relating to such repairs where the facade warranty has been voided as a result of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, third party vendor work performed on account of any such occurrence or situation.said unit

Tenant’s Maintenance Obligations. TenantExcept for Landlord’s Maintenance Obligations (as defined in Section 6.1), at all times during Tenant shall maintain and repair in working order the Term and entirety of the Property at Tenant’s sole cost and expense, including without limitation, Work, Alterations, sprinkler and fire suppression systems, parking areas, sidewalks, access areas, landscaping, utility lines, signage, storefronts, plate glass windows, doors, door closure devices, window and door frames, moldings, locks and hardware, electric bulbs, tubes and tube castings. Tenant shall keep the Premises and every part thereof in good condition and repairbe responsible for its janitorial services, landscaping, pest control, and in compliance with applicable Lawstrash removal. Subject to Landlord’s one (1) year obligation to maintain the HVAC Equipment pursuant to the preceding Section, including maintenance of the HVAC Equipment shall be Tenant’s sole responsibility throughout the Term. Promptly upon expiration of Landlord’s one (1) year obligation to maintain the HVAC Equipment, Tenant shall enter into a maintenance contract for the HVAC Equipment, which shall include regular replacement of air filters (at intervals not to exceed ninety (90) days), and shall provide a copy of the maintenance contract to Landlord within five (5) days of written request. Should Tenant fail to repair or maintain any facility item and, as a result of City used Tenant’s failure, damage occurs within the Property or Building, then Tenant shall make all repairs necessary to repair such damage. If any repairs required to be made by Tenant hereunder are not made (or commenced for those repairs requiring additional time to make) within ten (10) days after written notice delivered to Tenant by Landlord and such repairs can reasonably be made within such 10 day period or in the case of those repairs requiring additional time, Tenant has failed to diligently prosecute the repair after such 10 days, Landlord may, at its option, make such repairs without liability to Tenant for any loss or damage which requires replacement may result to its business, or the business of its subtenants, by reason of Tenant’s use thereof, excepting (a) ordinary wear and tearsuch repairs, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right pay to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of Landlord immediately upon demand as Additional Rent hereunder the cost of curative action to the Rent under this Lease, the length such repairs plus fifteen percent (15%) of the then remaining Term hereof, the relative benefit amount thereof and failure to timely do so shall constitute an Event of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationDefault.

Tenant’s Maintenance Obligations. (a) Except as provided in Section 6.01 of this Lease, Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep and maintain in first class appearance, in a neat, clean, sanitary and safe condition, and in good order, condition and repair, the Premises and every part thereof and any and all appurtenances thereto wherever located, including, but without limitation, the interior surfaces of the exterior walls, the exterior and interior portion of all doors, door frames, door checks, other entrances, windows, window frames, plate glass, storefronts, all plumbing and sewage facilities within the Premises, fixtures, ventilation, heating and air conditioning and electrical systems servicing the Premises (whether or not located in good condition the Premises), sprinkler systems, walls, floors and repairceilings, and in compliance with applicable Lawsall other repairs, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereofreplacements, excepting (a) renewals and restorations, interior and exterior, ordinary wear and tearextraordinary, foreseen and unforeseen, and all other work performed by or on behalf of Tenant pursuant to this Lease. Tenant shall neither commit nor permit waste or nuisance. (b) damage due to casualty Tenant shall contract with respect to which a service company for the provisions maintenance of Section 14 [Damage the elevator, fire sprinkler, heating, ventilating and air conditioning equipment serving the Premises. Maintenance will be completed on a quarterly basis unless otherwise mandated by any federal, State or Destruction] shall applylocal authority. Tenant hereby waives all right shall furnish a copy of the service contract to make repairs at Landlord within ten (10) days after opening for business, an annual copy of the expense maintenance log and a copy of City or in lieu thereof any subsequent contracts from time to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary time during the term of this LeaseTerm. (c) Tenant shall at all times maintain its windows and signs in a neat, clean and orderly condition. If, as determined by Directorto any sign or window located on an exterior exposure of the Premises, Tenant willshall fail to do so after two (2) business days notice from Landlord, Landlord may repair, clean or maintain such exterior sign or windows and the cost thereof shall be payable by Tenant to Landlord within ten (10) days demand accompanied by an invoice therefor as additional rent. (d) Tenant shall, at its own expensecost, redecorate retain a licensed, bonded professional pest and paint fixtures and the interior sanitation control service to perform inspections of the Premises at such intervals as shall be required by Landlord to keep the Premises free of infestation by insects, rodents and improvementsvermin, and replace fixturesshall promptly cause any corrective or extermination work recommended by such service to be performed. At Landlord’s option, worn carpetingLandlord may retain a contractor to perform such service for all tenants at the Building, curtains, blinds, drapes, or other furnishings. Without limiting and the generality of the foregoingcosts thereof shall be included in Common Area costs. (e) Tenant shall, at its cost, comply with all times, Tenant shall be solely liable for the facade of health and safety regulations applicable to its operations in the Premises separating and to its restaurant and bar operations across the Premises street from the Terminal common areasBuilding, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event if any. (f) If Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. 6.02, Landlord may at its option, after five (5) business days’ written notice to Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to enter upon the Premises (including and put the Initial Improvements)same in good order, regardless of, among other factors, the relationship of condition and repair and the cost thereof shall become due and payable as additional rent by Tenant to Landlord upon demand. Landlord’s entry upon the Premises shall be governed by the provisions of curative action to the Rent under this Lease, the length of the then remaining Term Section 18.01 hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant, at all times during the Term and at Tenant’s its sole cost and expense, shall keep the Premises and every part thereof in good the same condition and repairrepair existing as of the Commencement Date, and shall make replacements necessary to keep the Premises in compliance with applicable Lawssuch condition, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary normal wear and tear, casualty and (b) damage due condemnation excepted. In no event shall Tenant be obligated to casualty with respect repair or remedy any condition or any defect of the Premises existing as of the Commencement Date. All replacements shall be of a quality equal to which or exceeding that of the provisions original. All costs and expenses incurred, by either Tenant directly or by Landlord that are passed through to Tenant pursuant to the terms of Section 14 [Damage or Destruction] this Lease, for items whose useful life will exceed the then-remaining term of the Lease shall applybe defined as "Capital Expenses". Tenant hereby waives all right to make repairs at and Landlord shall share such Capital Expenses such that Tenant shall only pay for the expense unamortized portion of City or in lieu thereof to vacate such Capital Expenses such that Tenant's portion of such Capital Expenses shall be calculated by multiplying the Premises Capital Expense by a fraction the numerator of which is the remaining term of the Lease (without extension) as provided by California Civil Code Section 1941 of the date of the Capital Expense and 1942 or any other law, statute or ordinance now or hereafter in effectthe denominator of which is the useful life of the item as of the date of the Capital Expense. Landlord shall pay for the balance of such Capital Expense. In addition, if it becomes reasonably necessary during Tenant shall contract with a reputable, licensed service company for the term regular (but not less frequently than quarterly) maintenance, repair and/or replacement (when necessary) of this Leasethe heating, as determined by Director, Tenant will, at its own expense, redecorate ventilating and paint fixtures and the interior of air conditioning equipment serving the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishingsshall provide Landlord with a copy of any service contract within ten (10) days following its execution. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event If Tenant fails to perform any of its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are Section, then Landlord may, but shall not be obligated to, perform such obligations and to collect a material part of the bargained-reserve or bill Xxxant for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Leasesame, the length of the then remaining Term hereof, the relative benefit of the repairs as Additional Rental. The sum so billed to Tenant or City, the degree shall become due to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationLandlord within ten (10) days after Landlord's written demand therefor.

Tenant’s Maintenance Obligations. Except for obligations that are specifically designated as part of Landlord’s Maintenance Obligations, Tenant, at all times during the Term and at Tenant’s sole cost and its expense, shall keep the entire Premises and every part thereof all utility and mechanical facilities and systems exclusively serving the Premises (collectively, “Tenant Utility Facilities”) in good first-class order, condition and repairrepair and shall make replacements necessary to keep the Premises and Tenant Utility Facilities in such condition. All trade fixtures, signs and other personal property installed in or attached to the Premises by Tenant must be new when installed or attached, and in compliance with applicable Laws, including all replacements of such items shall be of a quality equal to or exceeding that of the replacement of any facility of City used by Tenant which requires replacement by reason of original. Tenant’s use thereof, excepting (a) ordinary wear repair and tear, and (b) damage due to casualty maintenance obligations with respect to which the provisions of Section 14 [Damage or Destruction] Premises, shall apply. Tenant hereby waives all right include any signage, doors, door frames, door checks, windows, window frames, mullion systems, storefronts and storefront awnings (unless Landlord elects to make repairs at maintain the expense of City or in lieu thereof to vacate the Premises storefronts and storefront awnings as provided by California Civil Code in Section 1941 8.1 above). Storefronts include the facia and 1942 or any other lawexterior insulation finishing systems (EIFS), statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior repair and maintenance of the Premises storefronts include glazing, patching, painting and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishingsstucco work. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform]If Landlord determines, in the event Tenant fails to perform its maintenance and repair obligations hereundersole discretion, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s failure to perform any of its repair or maintenance obligations under this Section are a material part 8.2 adversely affects the exterior appearance of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall includePremises (such as, without limitation, the obligation failure to make substantial clean windows or structural repairs awnings or painting/refinishing the storefront), and alterations if such failure is not remedied within the time frame specified in a Notice thereof from Landlord to Tenant, then Landlord shall have the right, but not the obligation, to perform such repair or maintenance work on behalf of and for the account of Tenant. Tenant shall use the Cleaning Facility (as defined in Exhibit C) for the steam cleaning of grease containers and for the similar cleaning of any other restaurant equipment, utensils or other items used in the operation of Tenant’s business in the Premises, and Tenant shall use the Grease Storage Facility (as defined in Exhibit C) for storing all cooking oil waste and other grease generated from the operation of Tenant’s business. Tenant agrees to confine all such activities to the Premises (including Cleaning Facility and the Initial Improvements)Grease Storage Facility, regardless ofas applicable. Without limiting the foregoing, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment in no event shall any exterior portion of the Premises, areas adjacent to the likelihood that Premises or any portion of the parties contemplated Common Area be used for (a) storing or disposing of cooking oil or grease generated from the particular requirement involved, or the relationship between the requirement involved and operation of Tenant’s particular use business or (b) cleaning any restaurant equipment, utensils or other items used in the operation of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against CityTenant’s business. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement shall contract directly with a service company to terminate service the Grease Storage Facility and for the removal of all cooking oil waste and other grease generated from the operation of Tenant’s business. All grease storage and removal and other cleaning activities of Tenant shall be conducted in accordance best industry standards, techniques and technology to provide for containment and disposal of liquids in compliance with all Water Quality Laws and as otherwise required under this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Subject to Landlord’s maintenance obligations set forth in Section 6.2, Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall promptly make all repairs and replacements, and perform all maintenance, in and to the Premises to keep the Premises and every part thereof in good operating condition and repair, in a clean, safe and tenantable condition, and otherwise in compliance accordance with all applicable Lawslaws and the requirements of this Lease. Tenant shall likewise maintain all fixtures, including furnishings and equipment located in and exclusively serving the replacement Premises and make all required repairs and replacements thereto. Tenant shall also maintain, repair and replace, at Tenant’s sole cost and expense, the Tenant Items, if any, and shall keep in force customary maintenance and service contracts therefor. “Tenant Items” means all non-Building standard supplemental heating, ventilation and air conditioning equipment and systems serving exclusively the Premises and any special tenant areas, facilities and finishes, any special fire protection equipment installed by Tenant, any telecommunications, security, data, computer and similar equipment, cabling and wiring, kitchen/galley equipment and fixtures, all other furniture, furnishings, equipment and systems of Tenant and all Alterations, if any. Tenant shall give Landlord prompt written notice of any facility of City used by Tenant which requires replacement by reason of Tenant’s use defects or damage to the structure of, or equipment or fixtures in, the Premises or any part thereof, excepting (a) or any mold or moisture condition, of which Tenant has knowledge. Tenant shall suffer no waste or injury to any part of the Premises, and shall, at the expiration or earlier termination of the Term, surrender the Premises in an order and condition equal to or better than that on the Commencement Date, except for ordinary wear and teartear and as otherwise provided in Section 13. Except as otherwise provided in Section 13, all injury, breakage and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or to any other furnishings. Without limiting the generality part of the foregoingBuilding or the Real Property caused by any negligent or willful act or omission of Tenant or any agent of Tenant, at all times, Tenant shall be solely liable for repaired by Tenant at Tenant’s expense. If either an emergency condition exists or the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Term has expired or Tenant fails to perform its maintenance commence and repair obligations hereunderdiligently prosecute to completion repa ir of any such injury, City breakage or damage within a reasonable period (not to exceed ten (10) days) following Xxxxxx’s receipt of notice from Landlord, then Landlord shall have the right at Landlord’s option to do somake any such repair and to charge Tenant for all costs and expenses incurred in connection therewith. Landlord, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunderprovide and install replacement lighting, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Leasetubes, to receive any abatementlamps, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situationbulbs and ballasts for Building standard light fixtures.

Tenant’s Maintenance Obligations. Tenant(a) Tenant shall, at all times during the Term and of this Lease, at Tenant’s its sole cost and expense, shall keep the Premises in Good Condition and every part thereof maintained in good condition working order and repaircondition, and in compliance with applicable Lawsrepair the Premises and all Improvements and Alterations thereon, including water, electric, and gas lines located inside the Premises. Tenant shall provide routine custodial Maintenance of the Premises, which includes all ordinary housekeeping and maintenance of equipment and replacement of supplies that are normally performed on a day-to-day basis in order to keep the Premises operating in an efficient, clean, safe, and Good Condition. Routine maintenance includes, but is not limited to: (i) Replacing light bulbs as needed where no specialized equipment is required to do so. (ii) Regular cleaning of the area, storage spaces, and regular washing of windows to be done not less than weekly; daily removal of interior and exterior graffiti, and daily emptying of trash receptacles and ash trays. (b) At least once each quarter, representative(s) of Tenant responsible for supporting and overseeing operations of the Premises shall meet with representative(s) of Landlord and inspect the Premises and confer on status of operations and possible improvements. (c) Tenant shall be responsible, at its sole expense, for all interior building repairs, including repairs to exterior doors. Tenant shall also be responsible for repairing, at its sole expense, all damage to ladders, piers and fender pilings caused by any facility of City used by Tenant which requires replacement by reason of vessel using Harbor facilities to access the Premises in connection with Tenant’s use thereofoperations. A video will be given to Tenant prior to the Commencement Date to establish the baseline state of conditions. (d) Landlord shall not be obligated to make any repairs, replacement or renewals of any kind, nature or description whatsoever to the Premises nor to any Improvements or alterations now or hereafter located thereon, except that Landlord shall maintain the outside and roof of the structure containing the Leased Premises, including painting the outside of the structure. (e) In the event that the Tenant, its agent or invitees cause any Damages (excepting (a) ordinary wear and tear) to the Premises, Landlord may repair the same at Tenant’s expense and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] Licensee shall applyimmediately reimburse Landlord therefor. Tenant hereby waives all right shall make or cause others to make repairs at the expense of City all repairs, replacements or in lieu thereof renewals, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen, necessary or appropriate to vacate maintain the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effectGood Condition. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade provide and maintain established standards of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows public health and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in cleanliness established by Landlord. (f) In the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to maintain the Premises (including in Good Condition as required by this Paragraph 14, Landlord may give Tenant written notice specifying what actions are required to correct the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use conditions of the Premises. No occurrence or situation arising during In the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve event Tenant of fails to initiate such actions as are indicated by Landlord in its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.notice within thirty

Tenant’s Maintenance Obligations. Except for the portions and components of the Premises to be maintained by Landlord as set forth in Section 10.1 or elsewhere in this Lease, Tenant, at all times during the Term and at Tenant’s sole cost and its expense, shall keep the interior and exterior of the Premises (including without limitation the inside and outside of all glass doors and windows, in a clean, orderly and sanitary condition, and keep the Premises free of insects, rodents, vermin and other pests) and all utility facilities and systems (including, but not limited to, the fire monitoring system and HVAC System) exclusively serving the Premises ("Tenant Utility Facilities") in first-class order, condition and repair and shall make replacements necessary to keep the Premises and every part thereof Tenant Utility Facilities in good condition such condition; provided, however, Tenant shall have no right to spray paint the exterior or interior of the windows or doors. Tenant shall promptly replace any cracked or broken glass of the Premises with glass of like kind, size and repairquality, and as may be required by then applicable building code; keep any garbage, trash, rubbish or refuse in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and proper rodent proof containers within the interior of the Premises until removed and improvementshave such garbage, trash, rubbish and replace fixturesrefuse removed on a daily basis to central depositories designated by Landlord as shown on Exhibit A-1 attached hereto; and keep all mechanical apparatus and structures located within or exclusively serving the Premises free of vibration and noise which may be transmitted beyond the Premises. All replacements shall be of a quality equal to or exceeding that of the original. At the option of Landlord, worn carpeting(a) Tenant shall contract with a licensed service company for the regular (but not less frequently than quarterly) maintenance, curtainsrepair and/or replacement (when necessary) of the heating, blinds, drapesventilating and air conditioning equipment serving the Premises (the "HVAC System") and shall provide Landlord with a copy of any service contract within thirty (30) days following Landlord's request therefor, or other furnishings. Without limiting (b) Landlord may contract with a service company of its own choosing (or provide such service itself) for the generality maintenance, repair and/or replacement of the foregoingHVAC System and bxxx Tenant periodically for the reasonable and necessary cost of same or based upon estimates in a manner similar to the way in which Operating Costs are estimated and billed. Throughout the Term, at all timesTenant's sole expense, Tenant shall be solely liable for the facade of maintain the Premises separating in a clean, sanitary and quiet manner and shall take such steps as may be reasonably necessary to keep the Premises from the Terminal common areasfree of nuisances, including the external face thereof, all windows offensive odors and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations loud sounds to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment extent audible outside of the Premises, including music associated with Tenant's business or from the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account operation of any such occurrence instrument, apparatus, equipment, radio, television or situationamplification system.

Tenant’s Maintenance Obligations. Notwithstanding anything in the Existing Lease to the contrary, effective as of April 1, 2017, in addition to Tenant’s maintenance obligations under Section 7.A. of the Original Lease, Tenant shall, at its sole cost and expense and subject to the last sentence of Section 7.A. of the Original Lease, maintain, repair and keep in good condition the interior structural portions of the Building; the interior common areas that form a part of the Building; the Building’s operating systems (including, but not limited to, Building mechanical, electrical, life safety, heating, ventilation, air-conditioning, plumbing, pipes and conduits); the Generator; and those portions of the Project serving the foregoing equipment or systems, except for those obligations that are expressly designated as Landlord’s responsibility under the Lease. In connection with the foregoing, Tenant shall make all times during repairs to the Term Project, structural and nonstructural, ordinary or extraordinary, foreseen or unforeseen as may be necessary to maintain the Project in a standard which is at least equal to the standard of comparable office/laboratory buildings located in Gaithersburg, Maryland, taking into account the size, age, class, location and method of construction of the Building and such other buildings; provided, however, this Section 3 only relates to repairs and maintenance arising in the ordinary course of operation of the Project, and in the event of a casualty or taking, Sections 16 and 18 of the Original Lease, respectively, shall apply; and provided further, Tenant shall not be required to replace the Building’s operating systems or make any other capital expenditures related to the Building or Project; such obligations shall remain the responsibility of Landlord under the Lease. 3.1 Landlord shall have the ongoing right to inspect, perform maintenance audits (not to exceed twice per calendar year) and contract for an independent facility condition assessment (not to exceed once every three (3) calendar years) to monitor Tenant’s maintenance and repair obligations under this Lease, the reasonable costs of which may be included in Operating Expenses. Landlord shall have the right to review Tenant’s certification records or maintenance records upon Landlord’s written request (but not to exceed once per calendar year). All repairs made by Tenant shall be at least equal in quality to the original work, and shall be made only by a licensed, bonded (if required by Landlord in its sole discretion) contractor approved in advance by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned to the extent provided in Section 8.B. of the Original Lease; provided, however, that such contractor need not be bonded or approved by Landlord if the non-structural repairs to be performed do not exceed Fifty Thousand Dollars ($50,000) in value. Landlord may impose reasonable restrictions and requirements with respect to any repairs which require Landlord approval. 3.2 Tenant shall, at Tenant’s sole cost and expense, shall keep the Premises procure and every part thereof maintain contracts, in good condition customary form and repairsubstance for, and in compliance with applicable Lawscontractors specializing and experienced in, including the replacement maintenance of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereofthe following equipment and improvements, excepting if any, if and when installed on the Project: (a) ordinary wear heating, ventilating and tearair conditioning equipment, and (b) damage due boilers and pressure vessels, (c) fire extinguishing systems, including fire alarm and smoke detection devices, (d) clarifiers, (e) basic utility feeds to casualty with respect the perimeter of the Building and (f) any other equipment serving the interior reasonably required by Landlord. All such vendors shall be subject to Landlord’s approval, which the provisions of Section 14 [Damage shall not be unreasonably withheld, delayed or Destruction] shall applyconditioned. Tenant hereby waives all right shall provide copies of any vendor contracts (or, at a minimum, the scope of work under any vendor contracts) to make repairs at Landlord promptly after execution thereof. Tenant shall use commercially reasonable efforts to enter into contracts that provide for termination upon thirty (30) days’ notice. 3.3 In the expense event Tenant Defaults (as defined in the Existing Lease) in any of City its maintenance or in lieu thereof to vacate repair obligations under the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant willLandlord may, at its own expenseoption, redecorate and paint fixtures and the interior exercise Landlord’s right to cure as specifically provided under Section 19.H of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable for the facade of the Premises separating the Premises from the Terminal common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Original Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. Tenant, Tenant shall at all times during the Term and at Tenant’s its sole cost and expense(i) maintain, shall keep the Premises and every part thereof in good condition and repair, replace, and repaint, all in compliance with applicable Lawsfirst class condition, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary subject to normal wear and tear, all internal, non-structural portions of the Premises other than those for which Landlord is responsible under Section 8.2 below, (ii) arrange for the removal of trash from the Premises to the Common Area dumpster(s), (iii) maintain service agreements reasonably satisfactory to Landlord relative to maintenance, repair, and replacement of security systems exclusively serving the Premises, (bvi) damage due to casualty maintain janitorial and pest and termite control service agreements with respect to the Premises, reasonably acceptable to Landlord (which the provisions of Section 14 [Damage or Destruction] shall applycontracts must at least include semi-annual floor waxing, HVAC grill, and carpet cleaning). Tenant hereby waives shall provide Landlord with current copies of all right maintenance, service and cleaning contracts throughout the Term, each of which must be reasonably acceptable to make repairs at Landlord. Subject to Article 10 below, Tenant is additionally liable for any damage to the expense Premises or the Project resulting from the acts or omissions of City Tenant, Tenant’s Invitees or in lieu thereof any other person not controlled by Landlord, and for any damage to vacate the Project resulting from the acts or omissions of Tenant or Tenant’s Invitees. If Tenant fails to maintain, repair, replace, or repaint any portion of the Premises as provided by California Civil Code Section 1941 and 1942 above or if the Premises suffer any other lawdamage, statute then Landlord may maintain, repair, replace, or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior repaint any such portion of the Premises or Project and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without limiting the generality of the foregoing, at all times, Tenant shall be solely liable promptly reimburse Landlord for the facade of the Premises separating the Premises from the Terminal common areas, including the external face Landlord’s actual cost thereof, all windows and display areas therein, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], plus a supervisory fee in the event Tenant fails to perform its maintenance and repair obligations hereunderamount of ten percent of such actual cost, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration which sum constitutes additional rent under this Lease. TenantLandlord, at Landlord’s compliance obligations shall includesole discretion, without limitation, may require Tenant to use specific contractors or construction techniques for the obligation to make substantial purpose of maintaining warranties or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment integrity of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.

Tenant’s Maintenance Obligations. TenantSubject to the express obligations of Landlord under this Lease, it is intended by the parties hereto that Landlord have no obligation whatsoever to repair or maintain the Premises and this Lease shall be a “triple net” Lease in all respects. Tenant shall be responsible for and shall make, as and when needed, at all times during the Term and at Tenant’s its sole cost and expense, shall keep the Premises and every part thereof in good condition and repairall Non-Major Repairs, and in compliance with applicable Lawsincluding, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate and paint fixtures and the interior of the Premises and improvements, and replace fixtures, worn carpeting, curtains, blinds, drapes, or other furnishings. Without without limiting the generality of the foregoing, at all timesany landscaping, plumbing, heating, ventilating and air conditioning systems, electrical and lighting facilities and equipment serving the Premises, fixtures, interior walls and interior surfaces of exterior walls, ceilings, windows, doors, plate glass, and elevators located within the Premises. Tenant, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, and shall maintain, with providers reasonably approved by Landlord, such preventative maintenance contracts as Landlord reasonably requires, including without limitation a maintenance contract for the heating, ventilating and air conditioning system serving the Premises and the elevators serving the Premises. Landlord reserves the right to procure and maintain the ventilating and air conditioning system maintenance and elevator contract and if Landlord so elects, Tenant shall be solely liable reimburse Landlord, upon demand [FINAL EXECUTION COPY] -15- ‌ 0000 XXXXXXX XXXXXX SMRH:4888-9988-7969.11 ‌ Xxxx’s Fashion Lounge, LLC 062923 ‌ 54RL-374105 ​ DocuSign Envelope ID: 8AD56723-1CA7-49A1-A144-808922A962D5 ​ for the facade of cost thereof. Tenant's obligations shall include restorations, replacements or renewals when necessary to keep the Premises separating the Premises from the Terminal common areasand all improvements thereon or a part thereof in good order, including the external face thereof, all windows condition and display areas thereinstate of repair, and all finishes thereon. As provided below in Section 15.4 [City’s Right to Perform], otherwise in the event condition required under this Lease. If Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s 's obligations under this Section are a material part of the bargained-for consideration under this Lease. 8.2 (Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial Maintenance Obligations) or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among under any other factors, the relationship section of the cost of curative action to the Rent under this Lease, Landlord may enter upon the length of the then remaining Term hereof, the relative benefit of the repairs Premises after ten (10) days' prior written notice to Tenant or City(except in the case of emergency, in which no notice shall be required) and perform such obligations on Tenant's behalf and put the degree to which curative action may interfere with Tenant’s use or enjoyment of the PremisesPremises in good order, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved condition and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseenrepair, and however extraordinary, the cost thereof together with interest thereon at the maximum rate then allowable by law shall relieve Tenant of its obligations hereunder, nor give Tenant any right be due and payable as Additional Rent to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply Landlord together with any such requirement, on account of any such occurrence or situationXxxxxx's next Base Rent installment.

Tenant’s Maintenance Obligations. Except as provided in Section 9.4 below, Tenant, at all times during the Term and at Tenant’s sole cost and expense, shall keep the Premises and every part thereof in good condition and repair, and in compliance with applicable Laws, including the replacement of any facility of City used by Tenant which requires replacement by reason of Tenant’s use thereof, excepting (a) ordinary wear and tear, and (b) damage due to casualty with respect to which the provisions of Section 14 13 [Damage or Destruction] shall apply. Tenant hereby waives all right to make repairs at the expense of City or in lieu thereof to vacate the Premises as provided by California Civil Code Section 1941 and 1942 or any other law, statute or ordinance now or hereafter in effect. In addition, except as provided in Section 9.4 below, if it becomes reasonably necessary during the term of this Lease, as determined by Director, Tenant will, at its own expense, redecorate for the maintenance and paint fixtures and the interior repair of the Premises and improvements, equipment and replace fixtures, worn carpeting, curtains, blinds, drapes, or facilities used in common with other furnishings. Without limiting the generality tenants of the foregoingRental Car Facility, at all timesdescribed as Common Use Space or Limited Common Use Space, Tenant shall be jointly and severally responsible for such maintenance and repair, with all other tenants of the Rental Car Facility, at their own expense. Tenant’s maintenance and repair obligations under this Section shall include the facilities in the QTA fuel/wash canopy area, including fuel tanks and systems and car wash systems. Tenant shall also be solely liable for the facade of the Premises separating the Premises from the Terminal Facility common areas, including the external face thereof, all windows and display areas therein, and all finishes thereon. Tenant shall be responsible for cleaning and other cosmetic maintenance and repair of its Exclusive Space, Common Use Space and Limited Common Use Space, including those structural elements maintained by City pursuant to Section 9.4. As provided below in Section 15.4 14.4 [City’s Right to Perform], in the event Tenant fails to perform its maintenance and repair obligations hereunder, City shall have the right to do so, at Tenant’s expense. The parties acknowledge and agree that Tenant’s obligations under this Section are a material part of the bargained-for consideration under this Lease. Tenant’s compliance obligations shall include, without limitation, the obligation to make substantial or structural repairs and alterations to the Premises (including the Initial Improvements), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term hereof, the relative benefit of the repairs to Tenant or City, the degree to which curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the parties contemplated the particular requirement involved, or the relationship between the requirement involved and Tenant’s particular use of the Premises. No occurrence or situation arising during the Term, nor any present or future requirement, whether foreseen or unforeseen, and however extraordinary, shall relieve Tenant of its obligations hereunder, nor give Tenant any right to terminate this Lease in whole or in part or to otherwise seek redress against City. Tenant waives any rights now or hereafter conferred upon it by any existing or future requirement to terminate this Lease, to receive any abatement, diminution, reduction or suspension of payment of Rent, or to compel City to make any repairs to comply with any such requirement, on account of any such occurrence or situation.