Common use of Repairs Clause in Contracts

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

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, if Tenant is in Default or in the case of an emergency, Landlord may, at its option, perform such maintenance end repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall be responsible for perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the structural portions of the floors of the Base Building, and (iii) the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Areas. As used herein, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.“Base

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), fire stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except (i) pursuant to the BS/BS Exception, and/or (ii) for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, and to be reasonably consistent with similar percentages paid for such services by tenant in the Comparable Buildings) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses paid to third parties arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallExcept as otherwise provided in Article VII, at except as resulting from Tenant’s own expense's negligence or misuse, keep except as resulting from settling or sagging within standard engineering tolerance (provided that the settling or sagging does not affect the surface or structural integrity of the Building or in any way materially affect the ordinary and customary use of the Premises, or any part thereof by Tenant), or except for damage or deterioration resulting from reasonable wear and damage, Landlord shall keep in good order, condition and repair, the roof of the Building, all gutters and downspouts, foundations, exterior (including exterior painting and finish) and structural portions of the Building, all improvements, fixtures, furnishingsBuilding systems serving the Building, and systems all plumbing and equipment therein (includingutility lines serving the Premises, whether located within or outside of the Premises. The Landlord's obligations shall include, without limitation, plumbing fixtures the obligation to make all necessary repairs, replacements or alterations to the roof, the exterior walls, the foundation, the floor slabs and equipment such as dishwashersall other structural elements of the Building, garbage disposalsto maintain the Building Parking Area and to maintain in good order and condition the Lot and the other lots, buildings and improvements located within the Park, including but not limited to the Common Areas of the Park (e.g. parking areas, passageways, driveways, sidewalks, roadways, and insta-hot dispenserssewer treatment plant), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, . Landlord shall maintain in good orderoperating condition throughout the Term, reasonable wear and tear excepted, repair and condition at replace the HVAC equipment in the Building, in accordance with the requirements of the Landlord's Plans (expressly excluding the HVAC system(s), if any, not specifically described in Landlord's Plans, (i) unless otherwise mutually agreed upon by Landlord and Tenant in writing or (ii) unless the parties determine that it is difficult or in practical to maintain the HVAC system(s) separately, the parties hereby agreeing in such event that Landlord shall maintain all times during HVAC systems and shall charge Tenant the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject incremental cost thereof pursuant to the prior reasonable approval of LandlordSection 4.2 hereof), and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises assign (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membraneassignable) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.all

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving the Premises, and the floor whether located inside or floors outside of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of LandlordPremises, and within any reasonable period of time specified whenever and by Landlord, promptly whomever installed or paid for; and adequately repair (c) all damage to the Premises Lines (defined in Section 23) and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemstrade fixtures. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 5% of such cost. Landlord shall perform all maintenance and repairs to to, and keep in good condition and repair, (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, landscaping, exterior Project signage (specifically excluding any signage of Tenant provided pursuant to the terms of this Lease), base building stairwells, elevator cabs, plazas, art work, sculptures, men’s and women’s public restrooms, parking areas, Building mechanical, electrical and telephone closets, and all Common Areas and public areas, including base building restrooms and parking areas servicing the Building and/or the Project (collectively, the “Building Structure”) and the base building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems excepting any portion thereof located within the Premises which was constructed by or for Tenant and/or which exclusively services the Premises (collectively, the “Building Systems”). Notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for all costs to repair the Building Structure and/or Building Systems to the extent required because of Tenant’s use of the Premises for other than normal and customary general office use, or as a result of damage caused by Tenant’s negligence or willful misconduct. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein and exclusively servicing the Premises (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, that if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.. Tenant hereby waives and releases any and all rights it may have at law or in equity to make repairs at the expense of Landlord

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), fire stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except (i) pursuant to the BS/BS Exception, and/or (ii) for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, and to be reasonably consistent with similar percentages paid for such services by tenant in the Comparable Buildings) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses paid to third parties arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to

Repairs. Tenant shallTenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s own expense, keep maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, if Tenant is in Default of its repair and/or maintenance obligations hereunder (or in the case of any emergency), Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall be responsible for perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), landscaping, exterior Project signage (specifically excluding any signage of Tenant provided pursuant to the terms of this Lease), base building stairwells, elevator cabs, plazas, art work, sculptures, men’s and women’s public washrooms, parking areas, Building mechanical, electrical and telephone closets, and all Common Areas and public areas (collectively, “Building Structure”) and the base building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems excepting any portion thereof located within the Premises which was constructed by or for Tenant and/or which exclusively services the Premises (collectively, the “Building Systems). Notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for all costs to repair the Building Structure and/or the Building Systems to the extent required because of Tenant’s use of the Premises for other than normal and customary general office use, or as a result of damage caused by Tenant’s negligence or willful misconduct. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the finished floor or floors of the Building on which the Premises are locatedlocated and any damage to the floors thereunder caused by Tenant or its improvements, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall(a) Landlord shall maintain (including repairs and replacements), at Tenant’s own expensein a timely manner, keep in good order and condition and incompliance with all Law and in accordance with the standards of Class A office buildings in Downtown Cleveland as reasonably determined by Landlord, all of the following; (a) Common Areas and other public portions of the Building, including but not limited to any lobbies, stairs, elevators, corridors and restrooms, (b) the windows and exterior walls, roofs, foundations and structure itself of the Building, (c) the fire and life safety systems, mechanical, HVAC, plumbing, gas, sewer, drainage, electrical and other utility lines and equipment servicing the Premises, including all improvements, fixtures, furnishingsBuilding and/or the Common Areas, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors d) all other portions of the Building on (other than leased space expressly required to be maintained by a particular tenant pursuant to the terms of its lease). The cost of the foregoing shall be included in Expenses (except as otherwise prohibited by this Lease), except for the repairs due to fire and other casualties and for the repair of damages occasioned by the negligent acts or omissions of Tenant, which Tenant shall pay to Landlord in full (unless the Premises are locatedliability for such has been waived by Section 21). Landlord shall be responsible to supply and pay for the replacement of lighting ballasts and light bulbs, and fluorescent tubes in good orderthe Building (to be included in Expenses); provided, repair and condition at all times during the Lease Term. In additionhowever, Tenant shallshall be responsible to reimburse Landlord for the cost of the lighting ballasts, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlordlight bulbs, and within fluorescent tubes replaced in the Premises. Landlord shall promptly complete all required repairs and repair any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make which may result from such repairs and replacementsmaintenance. Landlord shall, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the at its sole cost, with such also make all repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved necessitated by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; providedLandlord, howeverLandlord’s managers, that if contractors, employees or agents. Landlord shall make all repairs required to be made by it under this Lease within a reasonable time. Except in the event of an Emergency, Landlord shall also make all such repairs are due at such times and in such a manner as to reasonably minimize inconvenience to Tenant in the conduct of its business. Landlord shall not enter the Premises for the purpose of making such repairs if the same can be made on a reasonable basis without entry of the Premises. If said repairs can be made outside of Tenant’s business hours without substantial additional cost to Landlord, Landlord shall do so, unless Tenant requests that they be made during business hours. (b) Subject to the provisions of Section 7(a) hereof and the other provisions of this Lease, Tenant shall keep the Premises and every part thereof in good condition and repair, excluding (i) reasonable wear and tear, (ii) damage caused by Landlord or its employees, managers, agents or contractor and (iii) resulting from the default under this Lease by Landlord or its employees, managers, agents or contractor. Except as otherwise set forth in this Lease, Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises except as provided by Law now or hereafter in effect. All repairs made by or on behalf of Tenant shall be made and performed in such manner as Landlord may designate, by contractors or mechanics reasonably approved by Landlord and in accordance with the rules and regulations relating thereto attached to this Lease as Exhibit “E” hereto (“Rules”) and all Law. Tenant shall, within ten (10) business days after completion of the applicable portion of the work, provide Landlord with unconditional lien waivers from all contractors, subcontractors and materialmen providing services or furnishing material to or for Tenant in connection with such repairs. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as expressly set forth in this Lease. Subject to the waiver of liability in Section 21, Tenant will pay for any repairs to the Premises or the Building made necessary by any negligence or willful misconduct of Tenant or its employees or persons permitted in the Building by Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if unless the same are covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements insurance carried or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do be carried by governmental or quasi-governmental authority or court order or decreeLandlord hereunder.

Repairs. Tenant shallTenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, and reasonable wear and tear and damage from a Casualty or Taking excepted. Tenant’s own expense, keep maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, within 15 days after Tenant receives a demand and reasonable evidence of the cost, the cost of such work plus a coordination fee equal to 5% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building (including the foundation), together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. During the entire Lease Term, Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including without limitation the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, building access, plumbing , sprinkler systems and HVAC systems (other than the Tenant Maintained Systems) (collectively, the “Building Systems”) and the Project Common Areas. Without modifying Landlord’s obligations set forth above, pursuant to the terms of Section 1.1.1 of this Lease, Landlord shall promptly cure any latent defects in the Premises brought to Landlord’s attention in writing within one (I ) year following Landlord’s delivery of the Premises to Tenant. In addition, Landlord hereby warrants that the Building Systems (exclusive of Tenant Maintained Systems, but including without limitation all other mechanical, electrical, life safety, building access, plumbing, sprinkler systems and HVAC systems in the Premises and not included within the definition of Building Systems) are, as of the Effective Date, in reasonably good working order and condition for Permitted Use, and that any actual defects thereto (excluding de minimus defects) brought to Landlord’s attention in writing within one (1) year following Landlord’s delivery of the Premises to Tenant, shall be repaired or replaced (to the extent reasonably necessary) by Landlord, at Landlord’s sole cost and expense (i.e., not to be included as an Operating Expense), but only to the extent such defects were not caused or otherwise contributed to by Tenant; provided, however, and except to the extent resulting directly from the particular nature of Tenant’s tissue culture room and rodent vivarium uses, in no event shall Tenant’s use of the Premises for the Permitted Use in the ordinary course of business be deemed to be a cause or contributing factor to any defects. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused by Tenant’s use of the Premises for other than the Permitted Use (but which for purposes of this provision shall not apply to the extent resulting directly from particular nature of Tenant’s tissue culture room and rodent vivarium uses), unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such foregoing obligations will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are locatedfurnishings therein, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, appurtenances (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception) except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, that if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within ten (10) business days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the Landlord’s out-of-pocket cost thereofin direct connection therewith, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses to the extent arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed receipt of a reasonably detailed invoice for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, 27 below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, or (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to item (ii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection l of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall(a) Landlord shall maintain (including repairs and replacements), at Tenant’s own expensein a timely manner, keep in good order and condition and incompliance with all Law and in accordance with the standards of Class A office buildings in the CBD as reasonably determined by Landlord, all of the following: (a) Common Areas and other public portions of the Building and Parking Structure, including but not limited to any lobbies, stairs, elevators, corridors and restrooms, (b) the windows and exterior walls, roofs, foundations and structure itself of the Building, (c) the fire and life safety systems, mechanical, HVAC, plumbing, gas, sewer, drainage, electrical and other utility lines and equipment servicing the Premises, including all improvements, fixtures, furnishingsBuilding and/or the Common Areas, and systems (d) all other portions of the Development (other than leased space expressly required to be maintained by a particular tenant pursuant to the terms of its lease). The cost of the foregoing shall be included in Expenses (except as otherwise prohibited by this Lease), except for the repairs due to fire and equipment therein other casualties and for the repair of damages occasioned by the negligent acts or omissions of Tenant, which Tenant shall pay to Landlord in full (including, without limitation, plumbing fixtures unless the liability for such has been waived by Section 21). Landlord shall be responsible to supply and equipment such as dishwashers, garbage disposalspay for the replacement of lighting ballasts and light bulbs, and insta-hot dispensersfluorescent tubes in the Building (to be included in Expenses); provided, or elsewhere exclusively serving however, Tenant shall be responsible to reimburse Landlord for the cost of the lighting ballasts, light bulbs, and fluorescent tubes replaced in the Premises, . Landlord shall promptly complete all required repairs and the floor or floors of the Building on which the Premises are located, in good order, repair any and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make which may result from such repairs and replacementsmaintenance. Landlord shall, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the at its sole cost, with such also make all repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved necessitated by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; providedLandlord, howeverLandlord’s managers, that if contractors, employees or agents. Landlord shall make all repairs required to be made by it under this Lease within a reasonable time. Except in the event of an Emergency, Landlord shall also make all such repairs are due at such times and in such a manner as to reasonably minimize inconvenience to Tenant in the conduct of its business. Landlord shall not enter the Premises for the purpose of making such repairs if the same can be made on a reasonable basis without entry of the Premises. If said repairs can be made outside of Tenant’s business hours without substantial additional cost to Landlord, Landlord shall do so, unless Tenant requests that they be made during business hours. (b) Subject to the provisions of Section 7(a) hereof and the other provisions of this Lease, Tenant shall keep the Premises and every part thereof in good condition and repair, excluding (i) reasonable wear and tear, (ii) damage caused by Landlord or its employees, managers, agents or contractor and (iii) resulting from the default under this Lease by Landlord or its employees, managers, agents or contractor. Except as otherwise set forth in this Lease, Tenant hereby waives all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Premises except as provided by Law now or hereafter in effect. All repairs made by or on behalf of Tenant shall be made and performed in such manner as Landlord may designate, by contractors or mechanics reasonably approved by ▇▇▇▇▇▇▇▇ and in accordance with the rules and regulations relating thereto attached to this Lease as Exhibit “E” hereto (“Rules”) and all Law. Tenant shall, within ten (10) business days after completion of the applicable portion of the work, provide Landlord with unconditional lien waivers from all contractors, subcontractors and materialmen providing services or furnishing material to or for Tenant in connection with such repairs. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as expressly set forth herein. Subject to the waiver of liability in Section 21, Tenant will pay for any repairs to the Premises or the Building or the Development made necessary by any negligence or willful misconduct of Tenant or its employees or persons permitted in the Building or the Development by Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if unless the same are covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements insurance carried or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do be carried by governmental or quasi-governmental authority or court order or decreeLandlord hereunder.

Repairs. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein within the Premises (includingor, without limitationprovided that Landlord provides access to Tenant, plumbing fixtures any systems and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere outside of the Premises but exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located), in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenanttear; provided however, that, that if Tenant fails to make such repairsrepairs within applicable notice and cure periods, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage management fee of the cost thereof five percent (to be uniformly established for the Building and/or the Project5%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for samecosts. Without limitation, Tenant shall be responsible for repair and maintenance of all electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serving the Premises from the Building connection point to the Premises (but only to the extent serving such electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serve Tenant exclusivelyexclusively and only to the extent that Landlord provides access to Tenant), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (Areas, and all portions of the Project outside the Premises and not exclusively leased to the extent not serving Tenant exclusively)other tenants, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. Tenant’s obligation hereunder shall include maintenance and repair of all telecommunications wire and cabling with the Building’s network cabling.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all non-structural maintenance and repairs (including replacements) to the interior of the Premises, and keep the Premises in as good condition and repair as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for damage by casualty (which shall be governed by the terms of Article 11 of this Lease, below), reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving the Premises, and the floor whether located inside or floors outside of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of LandlordPremises, and within any reasonable period of time specified whenever and by Landlord, promptly whomever installed or paid for; and adequately repair (c) all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof Lines (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelydefined in Section 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may, if requested by Tenant, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible pay Landlord, upon demand, the actual, documented cost to Landlord for such work plus a coordination fee equal to 5% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, including all Base Building elements of the Premises, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building (including the foundation and roof), the roof and exterior walls and windows of the Building, and all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the base building Building in general, excluding additions or upgrades to such Building systems and equipment made by Tenant, whether located inside or outside of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Premises. Landlord’s insurance, Tenant shall only be obligated to pay any deductible perform its maintenance and repair obligations in connection therewith. Subject to a manner consistent with the terms landlords of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located other first class office buildings in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreegeneral vicinity of the Building.

Repairs. Tenant shallSupplementing the provisions of Article 4 of this lease: ------- Owner shall maintain and repair the public portions of the Building, at both exterior and interior (excluding the exterior and interior of all windows, plate glass, showcases, doors, door frames and bucks). Tenant’s own expense, keep throughout the Premisesterm of this lease, including all improvementsshall take good care of the demised premises, fixtures, furnishings, the fixtures and systems and equipment appurtenances therein (including, without limitation, plumbing fixtures the sprinkler system and any other equipment such as dishwashers, garbage disposalsinstalled y Tenant in accordance with the provisions of Article 29 hereof, and insta-hot dispensersall installations required for the furnishing to the demised premises of the services enumerated in Article 51 hereof), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair store front and condition at all times during the Lease Term. In addition, Tenant shallentrance doors thereto and, at Tenant’s own 's sole cost and expense, but under shall clean the supervision sidewalks and subject curbs adjacent to the prior reasonable approval of Landlord, demised premises and within any reasonable period of time specified by Landlord, promptly make all non- structural repairs thereto and adequately repair all damage to the Premises demised premises (including the exterior and replace or repair interior of all damagedwindows, brokenplate glass, or worn fixtures showcases, doors, door frames and appurtenances, except for damage caused by ordinary wear bucks) as and tear or beyond when needed to preserve the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs same in good working order and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemscondition. Notwithstanding the foregoing, Landlord shall be responsible for repairs all damage or injury to the exterior walls, foundation and roof (including roof membrane) demised premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, or to the sidewalks or curbs adjacent to the demised premises, whether requiring structural portions or non-structural repairs, caused by or resulting from (i) the moving of the floors of the BuildingTenant's fixtures, and the base building systems furniture and equipment of the Building and Common Areas or (to the extent not serving Tenant exclusively)ii) any act, except to the extent that such repairs are required due to the negligence omission, neglect or willful misconduct of Tenant; providedimproper conduct of, howeveror alterations made by, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord Tenant's servants, employees, invitees or licensees, shall nevertheless make such repairs be repaired promptly, either by Owner at Tenant’s 's sole cost and expense, or, at Owner's option, by Tenant at Tenant's sole cost and expense, to the satisfaction of Owner. All the aforesaid repairs shall be of a quality or class equal to the original work or construction and shall be made in accordance with the provisions of Articles 3 and 49 hereof. If Tenant, within 20 days following written notice by Owner, fails to commence the performance of any repairs required to be made by Tenant hereunder or if covered Tenant thereafter fails to diligently prosecute the performance of such repairs to full completion, the same may be made by Landlord’s insuranceowner, and the expenses thereby incurred by Owner shall be collectible as Additional Charges. Tenant shall only be obligated to pay give Owner prompt notice f any deductible defective condition in connection therewith. Subject any mechanical, electric, sanitary, plumbing, utility or other service system (or any part thereof) located in, servicing or passing through the demised premises and Owner shall thereafter repair such condition, subject, however, to the terms further provisions of Article 27, below, Landlord may, but this lease. The water and wash closets and other plumbing fixtures shall not be required toused for any purposes other than those for which they were designed or constructed, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairsno sweepings, alterationsrubbish, improvements rags, acids or additions to the Premises or to the Project or to any equipment located in the Project as Landlord other substances shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreedeposited therein.

Repairs. Tenant 7.01. Landlord, at its sole cost and expense, shall maintain and repair, as necessary, the Life Safety System, roof, roof membrane and any interior ceiling damage due to roof leaks, the Building mechanical systems, the electrical system serving and/or in the Demised Premises, the structural components of the Building including the structural components in the Demised Premises, the common areas, the parking lot, the landscaping as well as all HVAC servicing and/or in the Demised Premises (with the exception of the supplemental HVAC units servicing and/or in Tenant's computer room [approximately 2,000 rsf] and the Tenant's 24 hour call center area] in the Demised Premises (the "Supplemental Units"), which Supplemental Units shall, after the first Lease Year, be maintained at Tenant's sole cost and expense, the electric, the plumbing and any sprinkler system (if the same is installed in the Demised Premises) in and servicing the Demised Premises and the Building (collectively, the "Building Systems"). Notwithstanding the foregoing, Landlord shall, at Tenant’s own its sole cost and expense, keep (i) for a period of one (1) year from the Premisesapplicable Commencement Date, including all improvementsrepair the Original Premises and the Expansion Space, fixtures, furnishings, and systems and equipment therein (including, without limitationlimitation the Supplemental Units (which shall, at all times, be maintained by Tenant but shall be repaired by Landlord for the first year of the Lease term), and the bathroom and plumbing fixtures and equipment such as dishwashers, garbage disposals, appurtenances in the Demised Premises; and insta-hot dispensers), or elsewhere exclusively serving (ii) at all times throughout the Premises, term of this Lease repair the supplemental air conditioning and ventilation units and the floor or floors electric baseboard heating installed in the President's office and the CEO's office, as indicated on the Plan. Subsequent to the one year period, with the exception of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In additionSystems, Tenant shall, at Tenant’s own its sole cost and expense, but under take good care of the supervision Demised Premises and subject the fixtures and appurtenances therein) and make all non-structural repairs thereto as and when needed to preserve them in good working order and condition, notwithstanding whether the repair in question is ordinary or extraordinary, foreseen or unforeseen. All damage or injury to the prior Building, the Property and/or the Demised Premises and to any Structural or Non-Structural portions of the Building, the fixtures, appurtenances and equipment caused by Tenant moving property in or out of the Building, or by the installation or removal of furniture, fixtures or other property, or from any other cause of any other kind or nature whatsoever due to carelessness, omission, neglect, improper conduct or other cause on the part of Tenant, its servants, employees, agents, visitors, invitees or licensees, shall be repaired, restored or replaced promptly at Tenant's sole cost and expense to the reasonable approval satisfaction of Landlord. All such repairs, restorations and within any reasonable period of time specified replacements made by Landlord, promptly Tenant shall be in quality and adequately repair all damage class equal to the Premises and replace original work or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused installations that were damaged by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if . If Tenant fails to make such repairs, Landlord mayrestoration or replacements within a commercially reasonable time period, but need in no event more than ten (10) days, upon written notice to Tenant, the same may be made by Landlord at the sole cost and expense of Tenant and such expenses shall be collectible as additional rent and shall be paid by Tenant within thirty (30) days after rendition by Landlord of a ▇▇▇▇ therefor. 7.02. Tenant shall not, make such repairs without prior written consent of Landlord, install a high density file system or any similar equipment or fixture of similar weight and replacementsdensity. without Landlord's consent, which consent shall not be unreasonably withheld, conditioned or delayed. 7.03. There shall be no allowance to Tenant for a diminution of rental value and Tenant shall pay no liability on the part of Landlord the cost thereofby reason of any inconvenience, including a percentage of the cost thereof (annoyance or injury to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses Tenant's business arising from Landlord’s involvementthe making of any repairs, which percentage shall not exceed 15% of the costalterations, with such repairs and replacements forthwith upon being billed for same. Without limitationadditions, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point improvements in or to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment any portion of the Building and Common Areas (or the Demised Premises or in or to the extent not serving fixtures, appurtenances or equipment thereof by Landlord, Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence any other tenant or willful misconduct of Tenant, other third party. Landlord shall nevertheless make such repairs at exercise ordinary diligence in performing work in the Building so as to minimize interference with Tenant’s expense, or's business operations, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord maypossible, but shall not be required toto perform any work on an overtime or premium pay basis to avoid, enter the Premises at all reasonable times and upon reasonable prior notice to make reduce or minimize any such repairs, alterations, improvements or additions interference. Notwithstanding anything herein to the contrary, Landlord shall act expeditiously to repair conditions in the Building that would potentially interfere with Tenant's normal operations in the Demised Premises so that the same is restored in a prompt and timely manner. Landlord further agrees that it will incur extra shipping charges to obtain necessary parts to repair building systems and pay for overtime work in the event the HVAC or the main electrical panel fails to operate. 7.04. Notwithstanding anything to the Project contrary herein contained, with the exception of the first year of the Lease term for each of the respective spaces, Landlord shall not be responsible for the replacement of light bulbs, ballasts or to any other electrical equipment located and facilities in the Project as Demised Premises. If Tenant requests that Landlord repair or replace any of the foregoing, and Landlord elects to do so in its sole and absolute discretion, Landlord shall deem necessary or as ▇▇▇▇ Tenant for such materials and services at Landlord's customary rates. All such charges incurred by Tenant shall be deemed additional rent and shall be payable by Tenant within thirty (30) days from Landlord may invoicing Tenant therefor. 7.05. Notwithstanding anything to the contrary herein contained, in the event that Landlord is required to perform any repairs in the Demised Premises, with the exception of that specifically noted in the second paragraph of Article 7.03 above, under no circumstances and in no event shall Landlord be required to do perform same on overtime or premium pay hours. Landlord shall be entitled to perform such repairs during normal business hours on business days, if Landlord deems it appropriate, and Tenant shall not be entitled to any rent abatement as a result of the conduct by governmental or quasi-governmental authority or court order or decreeLandlord of repair work in the Demised Premises.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems, roof membrane and HVAC systems which were not constructed by Tenant Parties (collectively, the “Building Systems”) and the Project Common Areas. Subject to the terms of Article 11, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant’s negligence or willful misconduct, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, but not in excess of five percent (5%)) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice in accordance with the terms of Article 27 below to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall(a) Landlord’s obligation with respect to repair as part of Basic Services shall be limited to (i) the structural portions of the Building, at Tenant’s own expense(ii) the exterior walls of the Building, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, glass and glazing, (iii) the roof, (iv) mechanical, electrical, plumbing fixtures and equipment such as dishwasherslife safety systems [except for any lavatory, garbage disposalsshower, toilet, wash basin and insta-hot dispenserskitchen facilities in the Premises that serve Tenant exclusively and any supplemental heating and air conditioning systems serving Tenant exclusively (including all plumbing connected to said facilities or systems)], or elsewhere exclusively serving (v) the Building standard exhaust and ventilation systems in the lavatory facilities located in the Premises, and (vi) Common Areas. Landlord shall not be deemed to have breached any obligation with respect to the floor or floors condition of any part of the Building on which Project unless Tenant has given to Landlord written notice of any required repair and Landlord has not made such repair within a reasonable time following the receipt by Landlord of such notice. The foregoing notwithstanding, (i) Landlord shall not be required to repair damage to any of the foregoing to the extent caused by the acts or omissions of Tenant or it agents, employees or contractors, subject to Paragraph 8(e); and (ii) the obligations of Landlord pertaining to damage or destruction by casualty shall be governed by the provisions of Paragraph 9. All costs incurred by Landlord in performing any such repair for the account of Tenant shall be repaid by Tenant to Landlord upon demand, together with an administration fee equal to fifteen percent (15%) of such costs. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 7(E) OF THIS LEASE, THERE SHALL BE NO ABATEMENT OF RENT AND NO LIABILITY OF LANDLORD BY REASON OF ANY INJURY TO OR INTERFERENCE WITH TENANT’S BUSINESS ARISING FROM THE MAKING OF ANY REPAIRS, ALTERATIONS OR IMPROVEMENTS IN OR TO ANY PORTION OF THE PREMISES, THE BUILDING OR THE PROJECT. Subject to Tenant’s rights under Paragraph 7(e) of this Lease, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect. (b) Tenant, at its expense, (i) shall keep the Premises and all fixtures contained therein in a safe, clean and neat condition, and (ii) shall bear the cost of maintenance and repair, by contractors selected by Landlord, of all facilities which are locatednot expressly required to be maintained or repaired by Landlord and which are located in the Premises, including, without limitation, lavatory, shower, toilet, wash basin and kitchen facilities, and supplemental heating and air conditioning systems serving Tenant exclusively (including all plumbing connected to said facilities or systems installed by or on behalf of Tenant or existing in good orderthe Premises at the time of Landlord’s delivery of the Premises to Tenant). Tenant shall make all repairs to the Premises not required to be made by Landlord under subparagraph (a) above with replacements of any materials to be made by use of materials of equal or better quality. Tenant shall do all decorating, repair remodeling, alteration and condition at all times painting required by Tenant during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if If Tenant fails to make such repairs, Landlord may, but need not, commence to make such repairs or replacements within fifteen (15) days after written notice from Landlord and thereafter complete such repairs or replacements with diligence, Landlord may at its option make such repairs or replacements, and Tenant shall upon demand pay Landlord for the cost thereof, including together with an administration fee equal to fifteen percent (15%) of such costs. (c) Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a percentage safe, clean and neat condition, normal wear and tear excepted. Except as otherwise set forth in Paragraph 4(b) of this Lease, Tenant shall remove from the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for Premises all overheadtrade fixtures, general conditions, fees furnishings and other costs personal property of Tenant and all computer and phone cabling and wiring installed by or expenses arising from Landlord’s involvementon behalf of Tenant, which percentage shall repair all damage caused by such removal, and shall restore the Premises to its original condition, reasonable wear and tear excepted. In addition to all other rights Landlord may have, in the event Tenant does not exceed 15% of the costso remove any such fixtures, with such repairs and replacements forthwith upon being billed for same. Without limitationfurnishings or personal property, Tenant shall be responsible for heatingdeemed to have abandoned the same, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by which case Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) may store or dispose of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs same at Tenant’s expense, orappropriate the same for itself, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible and/or sell the same in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeits discretion.

Repairs. Tenant shallTenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear and damage due to Casualty or Taking excepted. Tenant’s own expense, keep maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, if Tenant is in Default or in the case of an emergency, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 5% of such cost. Landlord shall be responsible for perform all maintenance and repairs to (i) the roof and exterior walls, foundation exterior doors and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the “Building Systems”) and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant’s use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease TermTerm (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception). In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenancesappurtenances (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception), except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and times, upon reasonable prior twenty-four (24) hours notice to Tenant (except in the case of an emergency), to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 3% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. (a) From and after the commencement of and during the Term, and except as set forth in this Lease, Tenant shall, at Tenant’s its own cost and expense: (i) make interior non-structural repairs, replacements and renewals necessary to keep the PremisesPremises in as good condition, including all improvements, fixtures, furnishings, order and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such repair as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and same are at the floor or floors commencement of the Building on which Term or thereafter may be put, reasonable wear and use and damage by fire or other casualty only excepted (it being understood, however, that the foregoing exception for reasonable wear and use shall not relieve Tenant from the obligation to keep the Premises are located, in good order, repair and condition at all times during the Lease Term. In additioncondition), Tenant shall(ii) perform routine maintenance, at Tenant’s own expense, but under the supervision repair and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, replacement (except for damage caused replacement to be performed by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage as described below) of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-air conditioning units exclusively servicing the Premises (the “HVAC Units”) and shall maintain a service contract for the HVAC Units with a reputable HVAC service provider; (iii) perform routine maintenance and repair; of all other utilities within the Premises, including, without limitation, those required to plumbing, mechanical and electrical systems and utility services exclusively serving the Premises from up to and including the tie-in or point of connection to the Building connection point to the Premises systems, but excluding fire safety systems such as sprinklers, smoke detectors and fire alarm systems; (to the extent serving Tenant exclusively)iv) make all other repairs, replacements and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs renewals which are required due to the negligence or willful misconduct of Tenant; provided, however(v) keep and maintain all portions of the Premises in a clean and orderly condition, free of accumulation of dirt, rubbish, and other debris, and (vi) maintain, repair and replace electronic, phone and data cabling and related equipment (collectively, “Cable”) that if such is installed by or for the exclusive benefit of Tenant and located in the Premises and other portions of the Building. If Tenant fails to make any repairs are due to the negligence Premises for more than fifteen (15) days after notice from Landlord, or willful misconduct such other reasonable time given the nature and urgency of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but repair (although notice shall not be required toif there is an emergency), enter Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs to Landlord within thirty (30) days after receipt of an invoice. Notwithstanding that Tenant is responsible for HVAC Units as set forth in Section 10(a)(ii) above, Landlord shall perform said responsibilities on behalf of Tenant and shall directly charge Tenant for the costs thereof, which charge shall be in addition to all other items of Rent payable by Tenant under this Lease. Such charge shall be estimated by Landlord on an annual basis and Tenant shall pay to Landlord 1/12 of such estimate on a monthly basis with other items of Rent, with the amounts paid and the amount of the cost reconciled in accordance with the procedure set forth in Section 5(a)(iii). (b) Landlord shall, to the extent possible, assign to Tenant the benefit of any warranties in effect which would mitigate Tenant’s expense and/or obligations to perform repairs as set forth above. Landlord further agrees to use commercially reasonable efforts to enforce all warranties held by Landlord and to cooperate with Tenant in the enforcement of any warranties assigned to Tenant. The foregoing shall include enforcement of the warranties provided by Landlord’s contractors who perform the Initial Alterations. (c) From and after the commencement of and during the Term, Landlord shall (i) make all necessary repairs, replacements and renewals, interior and exterior, structural and non-structural, to keep the roof of the Building free of leaks and to keep the parking areas, foundation, floor slabs and other structural supports of the Building in good and sound condition; (ii) as necessary, make replacements to the HVAC Units serving the Premises, which shall include making replacements to major components thereof that exceed $7,500 per replacement; and (iii) keep the Building and all electrical, mechanical, plumbing and other Building systems serving the Building in general, but excluding those systems exclusively serving the Premises (other than fire safety systems which shall be Landlord’s responsibility) and excluding the tie-in or point of connection with those systems, in as good condition, order and repair as the same are at all reasonable times the commencement of the Term or thereafter may be put, damage by fire or other casualty only excepted. The costs and upon reasonable prior notice to make such expenses of Landlord’s repairs, alterationsreplacements and renewals shall be considered Expenses, subject to the limitations contained therein (including, without limitation, the requirement that certain expenses be capitalized). (d) Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by Law. (e) Except for its gross negligence or willful misconduct, Landlord shall have no liability to Tenant nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is permitted to perform by this Lease, in or to any portion of the Premises, or the Building and other improvements or additions to the Premises or to the Project or to any equipment located in the Project so long as Landlord shall deem necessary or as Landlord may be required uses commercially reasonable efforts to do by governmental or quasi-governmental authority or court order or decreeminimize any resulting disruption to Tenant’s access to and use of the Premises.

Repairs. Except to the extent that Landlord has the obligation to ------- rebuild pursuant to Paragraph 12 hereof, Tenant shallwill, subject to Paragraph 11.A., at Tenant’s 's own expense, perform any maintenance, repairs and replacements of the Premises that are (i) caused by the neglect or misuse of Tenant, its employees, contractors, agents, invitees or licensees, or (ii) required to keep the Premisesfloors, including all improvementsceilings, fixtureswalls, furnishingspartitions, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors other interior portions of the Building on Premises which are not a part of the Premises are located, Building's shared systems in good order, repair and condition at all times during the Lease Term. In additiontenantable condition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear excepted. If the Tenant does not commence any such required maintenance, repair or beyond replacement within ten (10) days of the reasonable control request of Tenant; provided howeverLandlord to do so, thator if after such commencement, if Tenant fails does not thereafter diligently pursue same to make such repairscompletion, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof. Landlord, including a percentage of the cost thereof as an Operating Expense (to be uniformly established for except as otherwise provided in Paragraph 5), shall keep and maintain the Building and/or and its fixtures, appurtenances, systems and facilities serving the Project) sufficient Premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Building and the Premises, except for those repairs for which Tenant is responsible pursuant to reimburse Landlord for all overhead, general conditions, fees and any other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% provisions of the cost, with such repairs and replacements forthwith upon being billed for samethis Lease. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving limiting the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance generality of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the repair and maintain, and if necessary, replace (i) building structure, foundation, roof, gutters, exterior walls, foundation window coverings, windows, and roof (including roof membrane) all other exterior and structural parts of the Building, the structural portions of the floors (ii) halls, stairways and entry ways, elevators and common passageways and all other common areas of the Building, (iii) elevator lobbies and restrooms on each floor of the base building Premises (provided Tenant has not hired its own janitorial contractor to perform such repair and maintenance), and (iv) all elements of the plumbing system, the sprinkler system, the light fixtures and electrical distribution system, the heating, ventilating and air conditioning system and any other of the Building's shared systems located within the Premises. Nothing contained in this Paragraph 8 shall require Landlord to paint or decorate the Premises. If the Landlord does not commence any required maintenance, repair or replacement within thirty (30) days of the request of Tenant to do so (or in cases of emergency within twenty-four (24) hours after notice), or if after such commencement, Landlord does not thereafter diligently pursue same to completion, Tenant may, but need not, make such repairs and equipment replacements, and Landlord shall pay Tenant the cost thereof within ten (10) days after notice given from Tenant to Landlord specifying such costs. Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord's making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to any portion of the Building and Common Areas (or the Premises, or in or to the extent not serving Tenant exclusively)fixtures, except to equipment or appurtenances of the extent Building or the Premises, provided that Landlord shall use due diligence with respect thereto. In case of repairs or changes which are made within the Premises, unless such repairs are required due to the negligence repairs, renewals or willful misconduct of improvements can be made during business hours without material interference with Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant's business operations, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located replacements during non-business hours, except in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeevent of an emergency.

Repairs. Tenant A. Except As Set Forth In paragraph 6(B) hereof or otherwise set forth herein, Lessee, shall, at TenantLessee’s own sole expense, in a timely manner as necessary to protect the Premises from waste and H▇▇▇▇▇ MANAGEMENT COMPANY AMERICAN BANK NOTE HOLOGRAPHICS, INC. October 9, 2002/kat deterioration, make all necessary or appropriate repairs, replacements, renewals, and additions, interior and exterior, non-structural, ordinary and extraordinary, foreseen and unforeseen, required to keep and maintain the Premises and all Systems (as hereinafter defined), equipment and apparatus appurtenant thereto or used in connection therewith in good order and condition. If, and only if, Lessee does not lease an entire Building, Lessor shall maintain (at lessee’s expense in accordance with the provisions of P▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇) the non-roof and non-structural Common Elements. (i) With respect to the air conditioning, heating and ventilation systems (“HVAC”), electrical, plumbing, mechanical, fire alarm, sprinkler and gas (collectively, the “Systems”) or any thereof existing on the Premises, including all improvementsLessee agrees that it shall, fixturesat its own cost and expense, furnishingsbe required to maintain, repair, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving replace the Premises, and the floor or floors of the Building on which the Premises are locatedSystems, in good orderoperating condition, repair at its sole cost and condition at all times expense during the Lease term of this Lease, and any Extension Term, Renewal Term or Holdover Term. In additionLessee shall install any new or replacement Systems subject to Lessor’s absolute prior written approval. With respect to the HVAC, Tenant shallLessee shall enter into and pay for a service/labor contract with O’▇▇▇▇▇▇ and Associates of Chestnut Hill, at Tenantor an “All Embracing Service Contract” with HVAC Services, Inc. of Philadelphia PA or other qualified HVAC service provider subject to Lessor’s own expenseprior written approval (which approval shall not be unreasonably withheld), but under beginning on the supervision Lease Commencement Date, which contracts shall continue during the term of this Lease, and any Extension Term, Renewal Term or Holdover Term and will be subject to the prior reasonable written approval of LandlordLessor. Failure of Lessee to enter such contract shall be construed as a default under the terms of this Lease. In addition to any rights or remedies which Lessor may have as set forth in this Lease to cure such default, Lessor shall have the right to enter into such maintenance contracts as required hereunder and Lessee shall reimburse Lessor for the cost of such contracts plus Twenty-One Percent (21%) for service charges thereon within any reasonable period ten (10) days of time specified by Landlord, promptly receipt of such b▇▇▇. A copy of said service/labor contract shall be deposited with Lessor within ten (10) days after the date on which procurement of said service/labor contract shall be required under the terms hereof. (a) The above notwithstanding and adequately repair all damage to the Premises provided that Lessee has continually maintained a Service/Labor Contract and replace or repair all damaged, brokencontinues its Service/Labor Contract (“HVAC Contract”) with E.▇. ▇’▇▇▇▇▇▇ Servicing Corporation (“Contractor”), or worn fixtures and appurtenancesany of its related companies, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building proper and timely maintenance, repair and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises restoration (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane“Maintenance”) of the Buildingexisting, the structural portions original roof-top mounted HVAC system servicing part of the floors original existing offices from the initial term of the Building, Prior Lease between the predecessors of Lessor and the base building systems Lessee (“HVAC Unit”) and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent further provided that such repairs are required due to the negligence or willful misconduct of Tenant; providedMaintenance is and has been performed on a continuing and timely basis and all such Maintenance is and has been performed in a good and workmanlike manner, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but Lessee shall not be required toto replace such HVAC Unit, enter if such is considered not to be repairable by the Contractor. In such instance, Lessor will replace such HVAC Unit provided Lessee is not then nor ever has been in default under any of the terms and conditions of this Lease beyond the applicable cure periods. In the event that Lessee has complied with all of the conditions specified in this Subsection, and the HVAC Unit is deemed to be no longer reasonably repairable by the Contractor, Lessor shall replace such HVAC Unit at its sole cost and expense. (ii) Any repairs, replacements, renewals, maintenance and additions, and any labor performed or materials furnished in, on or about the Premises at all reasonable times shall be performed and upon reasonable prior notice to make such repairs, alterations, improvements or additions furnished by Lessee to the satisfaction of Lessor and in strict compliance with all applicable laws, regulations, ordinances and requirements of all duly constituted municipal authorities or other governmental bodies having jurisdiction over the Premises and the requirements of any board of underwriters having jurisdiction thereover. All material used in repair, replacement, maintenance and renewal of the Premises shall be of equal or better quality to the Project or to any equipment located same material in the Project Premises on the Lease Commencement Date and meet the same or better installation specifications. Prior to commencement of any work or the ordering of any material, Lessee shall give notice thereof to Lessor and prepare and file with the Prothonotary of The Court of Common Pleas of the County in which the Premises is located, at Lessee’s sole cost and expense, a waiver of mechanics’ lien, in form acceptable to Lessor, which shall be executed H▇▇▇▇▇ MANAGEMENT COMPANY AMERICAN BANK NOTE HOLOGRAPHICS, INC. October 9, 2002/kat by all contractors and subcontractors who are to perform work on the Premises; Lessee shall present to Lessor, prior to the commencement of work, a time-stamped copy of said waiver as Landlord filed with the Prothonotary and true and correct copies of all building permits applicable to the Premises. (iii) Any repairs necessitated by holes or marks on the walls will be billed directly, as Additional Rent, to the Lessee by Lessor during the term of this Lease, and any Extension Term, Renewal Term or Holdover Term, or after termination of this Lease and shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreepaid within ten (10) days of receipt of said b▇▇▇.

Repairs. Tenant shall, at Tenant(A) Except for damage covered under Article 10 and Landlord’s own expense, keep responsibility to maintain the structural components of the Premises, including all improvementsTenant shall keep the Premises in good and sanitary condition, fixtures, furnishings, working order and systems and equipment therein repair (including, without limitation, carpet, wall-covering, doors, plumbing fixtures and equipment other fixtures, equipment, alterations and improvements whether installed by Landlord or Tenant). In the event that any repairs, maintenance or replacements are required for any item for which Tenant is responsible for under the Lease, Tenant shall promptly arrange for the same either through Landlord for such reasonable charges as dishwashersLandlord may from time to time establish, garbage disposalsor such contractors as Landlord generally uses at the Complex or at the Building or such other contractors as Landlord shall first approve in writing, and insta-hot dispensers)in a first class, or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, workmanlike manner approved by Landlord in good order, repair and condition at all times during the Lease Termadvance in writing. In addition, If Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, does not promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairsarrangements after five (5) business days prior written notice to Tenant, Landlord may, but need not, make such repairs repairs, maintenance and replacements, and the costs paid or incurred by Landlord therefor shall be reimbursed by Tenant shall pay as Rent within five (5) business days after request by Landlord (together with a service charge for Landlord’s administrative services, in an amount equal to the cost thereof, including a percentage charge customarily assessed by Landlord to other tenants of the cost thereof Building for similar work, provided such charge shall in no event exceed fifteen percent (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane%) of the Buildingactual cost to Landlord of such work). Except for repairs, the structural portions of the floors of the Building, maintenance and the base building systems and equipment replacements to areas of the Building and Common Areas or the Complex outside the Premises, caused, in whole or in part, as a result of (a) moving any furniture, fixtures, or other property to or from the extent not serving Premises, or by Tenant exclusively)or its employees, except to the extent that such repairs are required due to agents, invitees, licensees, subtenants, visitors or contractors, or (b) the negligence or willful misconduct of Tenant; providedTenant or its employees, howeveragents, that if such repairs are due invitees, licensees, subtenants, visitors or contractors, or for damage covered under Article 10, Landlord shall, at its sole cost and expense, keep the structure of the Premises, Building and Complex and Common Areas (as defined in Article 24) of the Building and Complex and the Systems and Equipment in a clean and good and sanitary condition, first-class working order and repair and in compliance with applicable Law (the cost of which shall be included in Operating Expenses, as described in Article 24, except as limited therein). Notwithstanding anything to the negligence or willful misconduct contrary, the cost of Tenantall repairs, Landlord shall nevertheless make such repairs at Tenant’s expenseand maintenance for the structural components of the Premises, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to Building and Complex as well as the terms of Article 27, below, Landlord may, but mechanical systems servicing the Premises shall not be required topassed through as Operating Expenses except as may be otherwise expressly permitted under this Lease. (B) Landlord, its employees, agents, and authorized contractors shall have the right to enter the Premises at all reasonable times and hours (upon reasonable prior notice to make Tenant delivered to the Premises except in an emergency) for the purpose of making such alterations, repairs, alterations, improvements or additions to the Premises as are otherwise permitted or required to be made by Landlord under this Lease or such alterations, repairs, improvements or additions to the Project Building or to any equipment located in the Project Complex as Landlord shall may deem necessary or as desirable. In the event of any work undertaken by Landlord may in the Premises for the purpose of making alterations, repairs, improvements or additions to the Building or the Complex, Landlord agrees, at Tenant’s option, either to repair any physical damage directly caused by any such work to Tenant’s leasehold improvements, fixtures, merchandise and other physical property located within the Premises or reimburse Tenant for the reasonable expenses incurred by Tenant in order to effect such repairs, provided that Landlord shall not be liable for any such repairs to the extent such repairs are covered by Tenant’s insurance or would be covered by insurance required to do be carried by governmental Tenant under this Lease. Landlord agrees to use reasonable means to minimize interference with Tenant’s business or quasi-governmental authority damage to, or court order loss of, Tenant’s property in the Premises on account of such entry by Landlord. If representatives of Tenant shall not be present to open and permit entry into the Premises at any time when such entry by Landlord is necessary or decreepermitted hereunder, Landlord, its employees and agents may enter by means of a master key (or forcibly in the event of an emergency) without liability to Tenant for such entry and without such entry constituting an eviction of Tenant or termination of this Lease. There shall be no abatement of Rent because of any repairs, alterations, additions or improvements to the Premises, Building or Complex, except as otherwise provided in Article 10 hereof.

Repairs. Tenant shalla. During the Term of this Lease, at Tenant’s own expenseLandlord shall maintain, keep repair, and replace the Premisesentirety of the Project, including without limitation the Building (including all improvements, fixtures, furnishings, leasehold improvements and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensersall Building Systems), or elsewhere exclusively serving the PremisesParking Garage, the Surface Parking Lot, all driveways and the floor or floors landscaping and all other portions of the Building on which the Premises are locatedProject as necessary to keep same in good condition and repair, in good ordera manner consistent with first class office buildings located in Nashville, repair and condition at all times during the Lease TermTennessee. In addition, Tenant shallLandlord shall perform all maintenance, at Tenant’s own expenserepairs, but under the supervision replacements and subject improvements to the prior reasonable approval of LandlordProject required by any governmental law, and within any reasonable period of time specified by Landlordordination, promptly and adequately repair all damage to the Premises and replace rule or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemsregulation. Notwithstanding the foregoingforegoing (i) the cost of repairs, Landlord shall be responsible for repairs to maintenance, or replacement of the roof, structural portions, and exterior walls, foundation and roof walls (including roof membranethe windows therein) of the Building, including the structural portions repair of damage caused by any leaks caused by Landlord’s failure to maintain the floors roof or exterior walls (including windows therein), shall be paid by Landlord and shall not be a part of the BuildingOperating Costs, (ii) maintenance, repair, and/or replacement of Permitted Alterations shall always be considered a part of Operating Costs, and (iii) Tenant shall pay on demand Landlord’s costs for any repairs necessitated by the base building systems and equipment acts or omissions of the Building and Common Areas (Tenant or Tenant’s agents, contractors, employees, visitors or invitees to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance. b. If Tenant is not satisfied with the level of service provided by any of Landlord’s vendors (for example, hvac, janitorial, landscape maintenance which are included within Operating Costs), Tenant shall only notify Landlord. Landlord will thereafter work with Tenant in good faith to upgrade the level of services by rebidding the unsatisfactory vendor’s contract to another vendor reasonably acceptable to both Landlord and Tenant. c. As used above, “Building Systems” shall mean any plant, machinery, transformers, duct work, cable, wires, and other equipment and facilities, and any systems designed to supply heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life safety systems or equipment, any telecommunications system serving the Building and any other mechanical, electrical, electronic, computer or other systems or equipment that serves the Building in whole or in part. Unless otherwise specifically agreed in writing, Landlord shall have no responsibility for the maintenance of Tenant’s telecommunications equipment, including wiring and cabling, nor for any wiring or other infrastructure to which Tenant’s telecommunications equipment may be obligated to pay any deductible in connection therewithconnected. Subject Tenant agrees that to the terms of Article 27extent any such service is interrupted, belowcurtailed or discontinued, Landlord mayshall have no obligation or liability with respect thereto (unless such interruption or curtailment is a result of Landlord’s gross negligence or intentional misconduct), but and it shall not be required to, enter the Premises sole obligation of Tenant at all reasonable times and upon reasonable prior notice its expense to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeobtain substitute service.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts, stairs, parking areas, landscaping, exterior Project signage, stairwells, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all exterior common and public areas (collectively, "Building Structure") and the Project common areas. In addition, and as part of Landlord's Building Structure repair and maintenance obligations, Landlord shall maintain and/or replace, as necessary, slab plumbing fixtures, utility lines outside the Building or below the foundation or slab, downspouts, gutters within or below the foundation, exterior walls, interior load bearing walls, the foundation, slab, slab membrane and roof structure (as opposed to roof membrane) at Landlord's sole cost and expense, which costs shall not be included in Operating Expenses except to the extent such costs are expressly included in Operating Expenses pursuant to Section 4.2.4(xii) or (xiii) of this Lease. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all Building Systems (except to the extent otherwise expressly provided in Section 6.2, above), improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor (other than the slab or floors slab membrane) of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease TermTerm (but such obligation shall not extend to the Building Structure except pursuant to the BS Exception). In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure except pursuant to the BS Exception, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair (or failure to commence to repair and thereafter diligently prosecute the same to completion) within ten(10) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Building, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s 's expense, or, if covered by Landlord’s 's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. (a) Tenant shall, at Tenant’s own expense, shall keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein Premises (including, without limitation, plumbing fixtures all Fixtures) in good condition and, upon expiration or earlier termination of the Term, shall surrender the same to Landlord in good condition, reasonable wear and equipment such as dishwasherstear, garbage disposalsdamage by reason of Casualty and any other items Tenant is not expressly responsible for under this Lease excepted. Tenant’s obligation shall include, without limitation (and insta-hot dispensersnotwithstanding the provisions of Section 4.05(b) below), or elsewhere exclusively serving the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Building outside of the Premises, it being agreed that (i) Tenant shall be obligated to repair any such damage to equipment and other installations within the Premises if such damage adversely affects any Building systems, the Building’s structural components, and/or any area outside of the Premises and (ii) Landlord shall have no obligation to repair any such damage within the Premises unless such repair is expressly provided to be Landlord’s responsibility under Section 4.05(b). Any maintenance, repair or replacement to the windows, the Building systems, the Building’s structural components or any areas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s expense, which expense shall be reasonable and without profit or ▇▇▇▇-up by Landlord or any Landlord Affiliate. (b) Landlord, at Landlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includable therein), shall operate, maintain, repair and replace, if necessary (i) all structural portions of the Building, such as, by way of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window ▇▇▇▇▇ and sashes, (ii) all common and public service areas of the Building, including, without limitation, any common elevators, escalators, access areas and driveways, landscaped areas and corridors, (iii) all Building systems serving the common and public service areas and the Premises and (iv) all fixtures located in the core restrooms (x) in the Premises or (y) which are common restrooms located on a floor or floors of the Building on only a portion which is included in the Premises are locatedPremises, in good orderas well as the plumbing serving such core restrooms, repair and condition at all times during throughout the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period in such a manner as is consistent with the maintenance, operation and repair standards of time specified by First Class Office Buildings; provided, that Landlord, promptly and adequately repair all damage ’s obligations under this Section 4.05(b) shall be limited to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsareas of, and Tenant shall pay Landlord the cost thereofinstallations within, including a percentage of the cost thereof (to be uniformly established for the Building and/or which Tenant is entitled to use or which otherwise serve the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemsPremises. Notwithstanding the foregoing, if any damage repaired by Landlord under this Section 4.05(b) is caused by Tenant or any of Tenant’s agents, employees, invitees and licensees, such repair shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, performed by Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered which expense shall be reasonable and without profit or ▇▇▇▇-up by Landlord’s insurance, Tenant shall only be obligated to pay Landlord or any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeAffiliate.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order and in a manner reasonably commensurate with the maintenance standards of owners of Comparable Buildings, the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building restrooms and all Common Areas (collectively, the “Building Structure”), and the Base Building mechanical, electrical, life safety, plumbing and sprinkler systems installed or furnished by Landlord (collectively, the “Building Systems”). If such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of Tenant’s use of the Premises for other than normal and customary business office operations. Subject to Landlord’s obligations set forth above, Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, so long as the same is required of all other building occupants (including, without limitation, Zynga Inc.), Tenant shall, at Tenant’s own expense, but under the supervision and subject to the reasonable prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all reasonable overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises within thirty (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane30) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by days following Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewithdelivery of an invoice for such cost. Subject to the terms provisions of Section 19.5.2 and Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. To the extent reasonably practical, Landlord shall use commercially reasonable efforts to complete any repairs in a manner which does not materially, adversely affect Tenant’s use of or access to the Premises. Tenant hereby waives and releases any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Except for Landlord’s obligations below, Tenant shall, at Tenant’s 's own expense, keep the PremisesPremises (other than those portions of the Premises that are Landlord’s express responsibility to maintain and repair under this Lease), including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere ) that exclusively serving serve the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, except for reasonable wear and tear, casualty, and repairs that are Landlord’s express responsibility under this Lease. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear tear, casualty, or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the reasonable cost thereof, including a reasonable percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon within thirty (30) days after being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs and maintenance in good order consistent with comparable class A office buildings to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building (including, without limitation, electrical, plumbing, elevator and Common Areas (to the extent not serving Tenant exclusivelyHVAC systems), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s 's expense, or, if covered by Landlord’s 's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Section 19.5.2 and Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable {3925-00031/01363433;7} -23- SHORES CENTERSoleno Therapeutics, Inc. times and upon reasonable prior (but with not less than 24 hours’ advance notice to Tenant except in an emergency or in connection with regularly schedule maintenance) to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem reasonably necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives and releases any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord will keep and maintain the exterior areas of the Property, the Building Common Areas, and the exterior of Building A, Building C and Building D in good working order, condition and repair comparable to buildings in similar first-class business parks in the Milford/Franklin/Hopkinton market area. Landlord shall make all repairs, replacements and renewals the Landlord reasonably deems necessary: (i) to keep in good and sound condition the structure of the Buildings, including, but not limited to steel, footings, floor slabs, exterior walls, roof and roofing, main sprinkler line, roof membrane and all underground or under-slab utilities; (ii) to keep the electrical, mechanical, plumbing, fire alarm, sprinkler, heating, ventilation and air-conditioning (HVAC) and other systems serving the Buildings or the Building Common Areas in good condition, order and repair (Tenant shallacknowledging, however, that Tenant is solely responsibility for any HVAC equipment either located within the Premises or exclusively serving the Premises (wherever located)); and (iii) to keep the parking areas, driveways, walkways and all other common areas of the Property in good condition. Tenant will keep the interior of the Leased Premises in good repair and will surrender the Leased Premises at the expiration of the Lease Term or at such other time as it may vacate, or be required to vacate, the Leased Premises in as good condition as when received, or as may hereafter be improved by Landlord or Tenant, ordinary wear and tear and damage caused by fire, unavoidable accident, other casualty, Acts of God or the negligence or willful misconduct of Landlord excepted. Tenant will not overload the electrical wiring serving the Leased Premises or within the Leased Premises (to the best of Landlord’s knowledge, Landlord hereby represents to Tenant that Building D’s electrical capacity is currently 32 w▇▇▇▇ per square foot at 480 volts), and will install at its own expense, keep the Premisesbut only after obtaining Landlord’s written approval, including all improvementswhich approval will not be unreasonably withheld or delayed, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors any additional electrical wiring which may be required in connection with Tenant’s apparatus. Tenant shall be entitled to use 50% of the capacity of the back-up generator for Building on which the D for providing back-up power to Premises are located, in good order, repair and condition at all times during the Lease Term. D. In addition, Tenant shallshall have the right to install, at its sole cost and expense, additional backup generators for the Leased Premises on the portions of the Business Park adjoining Buildings A, C and D in locations to be reasonably determined by Landlord and Tenant. Tenant’s own expense, but under use and installation of such generator(s) shall comply with the supervision terms of Exhibit J attached hereto and subject made a part hereof. To the extent that a repair to the prior reasonable approval interior of Landlord, and within the Leased Premises or any reasonable period of time specified equipment therein is covered by Landlord, promptly and adequately repair all damage warranty granted to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, Landlord (if Tenant fails to make such repairsany), Landlord may, but need not, will make such repairs and replacements, and every reasonable effort to enforce that warranty on behalf of Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for sameeffectuate said repair. Without limitationOtherwise, Tenant shall be responsible for heatingall repairs to the interior of the Leased Premises and to Tenant’s equipment contained therein, ventilating except as specifically set forth herein. For any and air-conditioning systems and utility services serving the Premises from the Building connection point all repairs in or to the Premises Secure Areas (hereinafter defined) for which Landlord is responsible, except in the case of emergency repairs, Landlord shall, subject to the extent serving Section 21 hereof, (i) provide Tenant exclusivelywith not less than three (3) business days’ advance notice, (ii) perform such repairs during hours outside of Tenant’s usual and customary operating hours (including weekend and night hours, as applicable), and Tenant shall secure, pay for, and keep (iii) perform such repairs in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs a manner that is designed to minimize any disruption to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct operation of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreebusiness.

Repairs. (a) Tenant shall, at Tenant’s own expense, shall keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein Premises (including, without limitation, plumbing fixtures all Fixtures) in good condition and, upon expiration or earlier termination of the Term, shall surrender the same to Landlord in the same condition as when first occupied, reasonable wear and equipment such as dishwasherstear excepted and otherwise in the condition required under Section 4.03(c). Tenant’s obligation shall include, garbage disposals, without limitation (and insta-hot dispensersnotwithstanding the provisions of Section 4.05(b) below), the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Premises or elsewhere exclusively anywhere in the Building. Any maintenance, repair or replacement to the windows, the Building systems, the Building’s structural components or any areas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s reasonable expense. Tenant shall not commit or allow to be committed any waste or damage to any portion of the Premises or the Project. (b) Subject to the second sentence of Section 4.05(a), Landlord, at Landlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includable therein), shall operate, maintain, repair and replace, if necessary, (i) all structural portions of the Building, such as, by way of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window s▇▇▇▇ and sashes, (ii) all common and public service areas of the Building, including, without limitation, all common elevators, (iii) all Building systems serving the common and public service areas and the Premises and (iv) all fixtures located in the core restrooms in the Premises, throughout the Term, and in such a manner as is consistent with the floor or floors maintenance, operation and repair standards of First Class Office Buildings; provided, that Landlord’s obligations under this Section 4.05(b) shall be limited to areas of, and installations within, the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject is entitled to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to use or which otherwise serve the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, Landlord shall have no liability to Tenant for any failure to maintain such standards except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), such failure materially and Tenant shall secure, pay for, adversely affects Tenant’s use and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for enjoyment of the regular maintenance of such systemsPremises. Notwithstanding the foregoing, if any damage repaired by Landlord under this Section 4.05(b) is caused by Tenant or any of Tenant’s agents, employees, invitees and licensees, such repair shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, performed by Landlord shall nevertheless make such repairs at Tenant’s reasonable expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition, in a manner commensurate with the Comparable Buildings and in a clean, safe and neat condition, the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Project Common Areas. The term “Building Systems”, for the avoidance of doubt, shall expressly exclude any heat pumps and variable air volume (“VAV”) boxes on any floor of the Premises (including, without limitation, any heat pumps and VAV boxes existing on any floor of the Premises as of the Effective Date). Notwithstanding anything in this Lease to the contrary, Tenant shall be liable for the reasonable, actual, out-of-pocket costs and expenses incurred by Landlord to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition a manner consistent with first class office standards in the market in which the Project is located at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject such obligation shall not extend to the prior reasonable approval of Landlord, Building Structure and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage the Building Systems except pursuant to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond BS/BS Exception as applicable to the reasonable control of Tenant; provided however, that, if Premises. If Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within ten (10) business days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the reasonable and actual cost thereof (to be uniformly established for the Building and/or the Projectplus a five percent (5%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% administrative fee) within thirty (30) days after Tenant's receipt of the cost, an invoice therefor together with such repairs and replacements forthwith upon being billed for samereasonable supporting evidence. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall enter the Premises pursuant to Article 27 of this Lease and shall otherwise use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar Law.

Repairs. Section 9.01. The Tenant shall keep the Demised Premises in good condition and repair, and shall redecorate, paint and renovate the Demised Premises as may be necessary to keep them in good condition and repair and good appearance. The Tenant shall keep the Demised Premises and all parts thereof in a clean and sanitary condition and free from trash, inflammable material and other objectionable matter. Tenant shall, at Tenant’s own its sole cost and expense, throughout the Term of this Lease, as extended or renewed, maintain a dumpster for depositing its trash and refuse. Under no circumstances will Tenant store any trash or refuse outside the Structures except in such dumpster. The Tenant shall comply with all of the requirements and recommendations as announced from time to time by the engineering department or any other similar enforcement department of the fire insurance company insuring the Demised Premises or any agencies or departments of the Town of ▇▇▇▇▇▇ including by way of example but not limitation the health or fire department. The Tenant shall keep the Premisessidewalks, parking lot and roadways forming part of the Demised Premises clean and free of obstructions, snow and ice. Except as hereinafter in this Lease set forth, throughout the Term of this Lease, the Tenant, at its sole cost and expense, will take good care of the Demised Premises including all improvements, fixtures, furnishings, and systems and equipment therein (including, without by way of example but not limitation, the tanks, racks, roof, boiler, heating systems, plumbing fixtures systems, electrical system and equipment such as dishwasherssprinkler, garbage disposalsgas fired unit heaters, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for rooftop heating, ventilating and air-air conditioning systems ("HVAC") units, overhead doors, overhead door openers, exhaust fans, ventilating fans, plumbing fixtures, lights, outlets, electrical panels, exit lights, emergency lights, exterior lighting, fences, landscaping, tree trimming and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Buildingweed removal, and the base building systems sidewalks and equipment of curbs adjoining the Building Demised Premises and Common Areas (to will keep the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible same in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times good order and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.condition and

Repairs. Tenant shall, at Tenant’s 's own expense, keep the Premises, including without limitation the maintenance and repair of all glass panels and partitions, interior lavatories, showers, toilets, basins, kitchen facilities, kitchen appliances and HVAC systems including each of their respective mechanical, plumbing and electrical connections (whether such systems or facilities are fully contained in the Premises, or exist outside the Premises, but were fully installed or are maintained to exclusively serve the Premises), including all non-structural improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times condition, including any removal of Hazardous Material, if any, associated with such repairs, however, ordinary wear and tear during the Lease TermTerm shall be excepted. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided provided, however, thatthat at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements replacements, forthwith upon being billed for same. Without limitationLandlord shall not be liable for damage that may be sustained by the person, Tenant shall be responsible for heatinggoods, ventilating and air-conditioning systems and utility services serving wares, merchandise or property of Tenant, its employees, invitees, customers, agents, or contractors, or any other person in, on or about the Premises directly or indirectly caused by or resulting from any cause whatsoever, including, but not limited to, fire, steam, electricity, gas, water, or rain which may leak or flow from or into any part of the Premises, or from the Building connection point to breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems, or from intrabuilding cabling or wiring, whether such damage or injury results from conditions arising upon the Premises (to or upon other portions of the extent serving Tenant exclusively), Project or from other sources or places and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for regardless of whether the regular maintenance cause of such systemsdamage or injury or the means of repairing the same is inaccessible to Tenant. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Building, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s 's expense, or, if covered by Landlord’s 's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such a) Except as dishwashers, garbage disposals, and insta-hot dispensersprovided in Section 10.(b), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own 's sole cost and expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to keep the Premises in good condition and replace repair. In particular, above Building standard improvements which are fully contained in the Premises or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond exist outside the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord mayPremises, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (were installed or are maintained to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to exclusively serve the Premises (including, without limitation: the service elevator dedicated to Tenant and the Demised Premises which connects the lower level parking area, the first and fourth floors, interior glass panels and partitions; executive lavatories, showers, toilets and basins; kitchen facilities; package unit heating, ventilation and air conditioning systems; and each of the foregoing improvements' respective mechanical, plumbing and electrical connections to the extent serving base Building systems). Tenant exclusively)shall use Landlord or Landlord's approved subcontractors for all work related to the mechanical, plumbing, heating, ventilation, air conditioning, electrical, lighting, energy management, and fire/life safety systems; and, such work may be performed in an emergency (defined in Section 12.(b)) without prior demand upon Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved the contractor's charge for same payable by Tenant to Landlord providing for the regular maintenance of such systemsas Additional Rent. Notwithstanding the foregoing, Landlord Tenant shall not be responsible for making capital expenditures in connection with such repairs unless (i) required by Section 6, (ii) such repairs relate to the exterior walls15 Real Estate/Newport Beach Lease(3) improvements installed by or on behalf of Tenant, foundation or (iii) are necessitated by Tenant's acts or omissions. (b) Landlord shall, at Landlord's cost and roof expense (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due costs constitute Operating Expenses or Capital Expenses), repair and maintain the Common Areas, structural portions and the roof of the Building (including the parking garage), and all basic mechanical, electrical, plumbing, heating, ventilation, and air conditioning systems providing service to all tenants in the negligence Building. Payment of such expenses by Tenant to Landlord shall be subject to Sections 5 and 6 of this Lease. Notwithstanding the foregoing, if any such maintenance or willful misconduct of Tenant; provided, however, that if such repairs are due to repair is caused in part or in whole by the negligence or willful misconduct of Tenant, its agents, servants, employees, licensees, or invitees, then Tenant shall pay to Landlord as Additional Rent all charges for such maintenance and repairs. Tenant shall nevertheless take all necessary action to prevent any additional or future damage which Landlord believes may be caused by Tenant, its agents, servants, employees, licensees, or invitees (whether as an isolated incident or as a continuous course of conduct, or whether individually or as a group), and Tenant's failure to take such action shall be a material breach of this Lease (after the expiration of applicable notice and cure periods). (c) Provided Landlord uses reasonable efforts to minimize interference with Tenant's use of the Premises, Landlord reserves the right to: (i) Install, repair, maintain, relocate, or replace plumbing, electrical, HVAC, and other mechanical systems above the ceiling, below the floor, within the walls and central core; (ii) Temporarily close the Common Areas or Building for maintenance, repair, improvement, or alteration of the Building or Common Areas, or make changes to the Common Areas, including, without limitation, changes affecting ingress, egress, traffic flow, landscaping, and parking facilities; and (iii) Perform such other acts or make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject other changes to the terms of Article 27, below, Building and Common Areas that Landlord may, but may deem appropriate. (d) Landlord shall not be liable to Tenant for any failure by Landlord to perform the repairs and maintenance required of Landlord hereunder, unless such failure persists for an unreasonable time after the earlier of (i) Tenant notifies Landlord in writing of the specific need for such repairs or maintenance or (ii) Landlord otherwise becomes aware of such repair or maintenance. There shall be no abatement of Rent and no liability of Landlord by reason of any injury to, enter or interference with, Tenant's business arising from the Premises at all reasonable times and upon reasonable prior notice to make such making of any repairs, alterations, or improvements in or additions to any portion of the Building, Common Areas, or Premises. Tenant waives any right to make repairs at Landlord's expense pursuant to California Civil Code section 1942 or any similar law, statute, or ordinance. Notwithstanding anything to the contrary contained in this Lease, in the event Landlord fails to make such repairs (regardless if such failure is beyond the reasonable control of Landlord) and such failure renders the Premises or to any material portion thereof untenantable or unsuitable for the Project or to any equipment located conduct of Tenant's business for a period of more than three (3) consecutive business days, then all monetary obligations under this Lease shall abate from and after such three (3) day period until the P▇▇▇▇▇es is again rendered tenantable and suitable for the conduct of Tenant's business therefrom. In addition, in the Project event Landlord fails to make such repairs and such failure renders the Premises or any material portion thereof untenantable or unsuitable for the conduct of Tenant's business for a period of forty-five (45) consecutive days or more, or for more than forty-five (45) days in the aggregate in any twelve (12) month period, then Tenant shall have the right to terminate this Lease by giving written notice thereof to Landlord at any time until the Premises is again rendered tenantable and suitable for the conduct of Tenant's business therein; such termination to be effective as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeof the date set forth in said notice.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), fire stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural [***] Confidential portions of this document have been redacted and filed separately with the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeCommission.

Repairs. Tenant shallSection 7.1 Landlord's Repair and Maintenance. --------------------------------- (a) Landlord shall operate, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenancesmaintain and, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; as provided however, that, if Tenant fails to make such repairs, Landlord may, but need notin Section 7.2 hereof, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such necessary repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point perform any maintenance to the Premises (excluding items of the Initial Installations such as wall coverings, carpeting and the like, but including extensions of the Building Systems such as additional sprinkler heads, VAV boxes, supplemental HVAC units, plumbing systems and the like) in conformance with standards applicable to first-class office buildings of comparable age and quality in the Reston/Herndon submarket of Fairfax County, Virginia ("Comparable Buildings"). Without limiting the foregoing, Landlord's obligations hereunder shall include: (i) the exterior of the Building and Parking Garage, together with all landscaping and parking areas adjacent to said Building; (ii) all structural repairs to the Building and Parking Garage, including all repairs to the foundation, roof (except as provided for in Section 3.1(c) above), structure, exterior walls, and common area doors and windows; (iii) electric wiring, risers, plumbing, heating, air-conditioning and any other Building System (including base building restrooms) serving the Premises; (iv) all Common Areas, including the underground utility and sewer pipes of the Building (except to the extent serving Tenant exclusivelyrequired to be maintained or repaired by a governmental authority); (v) all Punch List Items, Latent Defects and Landlord's obligation for warranty items pursuant to Section 4.1(c) of this Lease; and (vi) all other repairs, maintenance and replacements deemed reasonably necessary for the prudent management of the Premises or as requested by Tenant. All costs of repair and maintenance to the Premises shall be included as Operating Expenses, unless specifically excluded pursuant to Article 8. --------- (b) During the Term, at either party's request, Landlord and Tenant shall securemeet at least twice per year to discuss matters relating to the operation and maintenance of the Premises including the condition and operation of the Premises. In accordance with Section 8.1, pay forTenant shall have the right to review and discuss with Landlord the budgets for capital expenditures, warranties and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing maintenance programs for the regular maintenance Premises. For so long as Tenant leases seventy-five (75%) of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) Agreed Area of the Building, in the structural portions event that Tenant in good faith objects to any operational and maintenance procedures implemented or proposed by Landlord as not being in compliance with the terms of the floors of the Buildingthis Lease, and Landlord disagrees with Tenant's determination, the base building systems parties agree to submit such dispute to expedited arbitration in accordance with Section 34.2 of this Lease. Upon Tenant's reasonable request, Landlord shall provide Tenant such evidence as Tenant may reasonably request to demonstrate Landlord's compliance with such procedures as Landlord and equipment Tenant may mutually approve. (c) Landlord agrees to diligently attend to any repairs or maintenance needs brought to its attention by written notice from Tenant as soon as reasonably practicable (but in no event shall Landlord commence such repairs or maintenance later than five (5) Business Days (or shorter period as may be reasonably required in an emergency) thereafter or cease to pursue the completion of the Building such repair with diligence) and Common Areas (in a commercially reasonable manner calculated to minimize to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct possible disruption of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree's business activities.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to five percent (5%) of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Premises. In addition to the foregoing, Landlord shall at all times maintain the Building in a manner consistent with Comparable Buildings and in compliance with applicable Laws. Landlord shall perform its maintenance and repair obligations in a manner that is reasonably designed to minimize disruption of the operation of the businesses of Tenant and the other tenants of the Building, and ; provided that the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but foregoing shall not be required to, enter construed to require Landlord to perform work before or after normal business hours unless that nature of the Premises at all reasonable times and upon reasonable prior notice work is such that commonly accepted practice in Comparable Buildings would be to make perform such repairs, alterations, improvements work before or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeafter normal business hours.

Repairs. Tenant shall(a) Landlord shall maintain in good order and repair, at Tenant’s own expensesubject to normal wear and tear and subject to casualty and condemnation as provided in Articles 22 and 32, keep respectively, the Premisesroof, including all improvements, fixtures, furnishingsfoundation, and systems structural portions of the interior structural columns and equipment therein (includingwalls and the exterior structural walls, without limitationthe exterior windows, plumbing fixtures and equipment such as dishwashersthe Building's parking lot, garbage disposalsdriveways, and insta-hot dispenserslight poles. Notwithstanding the foregoing obligation, the cost of any repairs or maintenance to the foregoing necessitated by the intentional acts or negligence of Tenant or its agents, contractors, employees, licensees, subtenants or assigns, shall be borne solely by Tenant and shall be deemed Rent hereunder and shall be reimbursed by Tenant to Landlord within thirty (30) days of notice of such demand. Except as expressly set forth above in this Article 15(a), Landlord shall not be required to make any repairs or elsewhere exclusively serving improvements to the Premises, Building except for any initial improvements to the Building pursuant to the provisions of Exhibit "D" and except structural repairs necessary for safety and tenantability and except for the floor or floors correction of punchlist items and latent defects pursuant to the provisions of Article 4 hereof. (b) Tenant covenants and agrees that it will take good care of the Building on and all alterations, additions and improvements thereto, including the mechanical, electrical, plumbing and fire safety systems within the Building, and will keep and maintain the same in good condition and repair, except for normal wear and tear, damage by fire or other casualty, and repairs which are the Premises are locatedresponsibility of Landlord under Article 15 (a) above. Tenant shall also maintain the curbs, the sidewalks, the exterior lighting (excluding the light poles), landscaping, irrigation systems, fences, utility lines from the property line of the Land to and within the Building, and other exterior elements of the Project in good order, repair condition and condition repair. Tenant shall keep the landscaped areas planted, the lawns cut, shrubbery trimmed, and windows cleaned in an aesthetically pleasing manner. All lawn areas shall be timely mowed and edged at least once a week during the growing season of March through October and as needed to keep an even, well groomed appearance during the months of November through February. Lawn areas shall be watered and fertilized at such times and in such quantities as required to keep the grass alive and attractive and shall be kept reasonably free of weeds. All trees, plants and ground cover shall be timely and properly trimmed (including the removal of dead wood) according to their plant culture and the landscape design and shall be watered and fertilized at such times and in such quantities as are required to keep them alive and attractive. All exterior areas of the Project shall be kept free at all times during the Lease Term. In additionfrom debris and papers, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenancesand, except for damage caused natural areas, shall be kept free at all times from excessive leaves, branches and trash of all kinds. Tenant shall promptly report, in writing, to Landlord any defective or dangerous condition known to Tenant. Except for Tenant's rights as set forth in Article 19(e), to the fullest extent permitted by ordinary wear and tear or beyond the reasonable control of Tenant; provided howeverlaw, that, if Tenant fails hereby waives all rights to make such repairsrepairs at the expense of Landlord or in lieu thereof to vacate the Building as may be provided by any law, statute or ordinance now or hereafter in effect. Landlord mayhas no obligation and has made no promise to alter, but need notremodel, make such repairs and replacementsimprove, and Tenant shall pay Landlord repair, decorate or paint the cost Building or any part thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees except as specifically and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeexpressly herein set forth.

Repairs. 7.1 Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are locatedfurnishings therein, in good order, repair and condition at all times during the Lease Term. Tenant shall, at its own expense, provide janitorial services for the Premises. In addition, Tenant shall, at Tenant’s own expense, expense but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, damaged or worn broken fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the ProjectBuilding) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitationOnce Tenant is leasing the entire Premises and is the sole Tenant in the Building, Tenant shall be responsible for heatingpay, ventilating at Tenant’s sole cost and air-conditioning systems expense, the entire cost of maintaining and utility services repairing the HVAC system serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Premises. Tenant shall securecontinuously maintain, pay forat Tenant’s sole cost and expense, maintenance contracts for such HVAC system, using maintenance contract forms and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance Landlord. Tenant shall provide copies of such systemscontracts when they are entered into, and within fifteen (15) days after such contracts are modified or renewed, and at other times upon Landlord’s request. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to including without limitation, the extent not serving Tenant exclusivelyHVAC system, except for Tenant’s HVAC obligations as set forth above), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or and additions to the Premises or to the Project Building or to any equipment located in the Project Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain walls, exterior glass and mullions, columns, beams, shafts (including elevator shafts), fire stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, "BUILDING STRUCTURE") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "BUILDING SYSTEMS") and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS EXCEPTION"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the ProjectProject and which shall be consistent with the percentages paid for such services in Comparable Buildings) sufficient to reimburse Landlord (without profit) for all overhead, general conditions, fees and other costs or expenses paid to third-parties arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Building, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s 's expense, or, if covered by Landlord’s 's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. 7.1 Landlord shall maintain in good condition and operating order and keep in good repair and condition the Common Areas and all structural portions of the Building, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, landscaping, stairwells, elevator cabs, restrooms (not in the Premises) installed as part of the Building, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, “Building Structure”), and the base building mechanical, electrical, life safety, plumbing, vertical transportation system, sprinkler systems and the heating, ventilating and air conditioning (“HVAC”) systems (exclusive of any supplemental HVAC equipment servicing only the Premises (collectively, the “Building Systems”). 7.2 Tenant shall, at Tenant’s own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are locatedfurnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, including plumbing fixtures and equipment such as dishwashers, garbage disposals, refrigerators, coffee makers and insta-hot Insta Hot and similar dispensers), or elsewhere exclusively serving and the Premises, and portion of the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairsrepairs within thirty (30) days after its receipt of Notice from Landlord, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof ten percent (to be uniformly established for the Building and/or the Project10%) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements supervisory fee forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemstherefor. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, the Common Areas, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Building, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27Upon twenty four (24) hours notice (except in an emergency), belowwhich may be given via email or orally, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Except in an emergency, Tenant shall be entitled to require that an employee of Tenant accompany Landlord during such entry into the Premises, provided Tenant makes such employee available at the time Landlord desires to enter the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the interior of the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved, except for reasonable wear and tear, casualty and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving the Premises, and the floor whether located inside or floors outside of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of LandlordPremises, and within any reasonable period of time specified whenever and by Landlord, promptly whomever installed or paid for; and adequately repair (c) all damage to the Premises Lines (defined in Section 23) and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemstrade fixtures. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for repairs to pay Landlord, within thirty (30) days following Tenant’s receipt of a ▇▇▇▇ therefor, the cost of such work plus a coordination fee in the amount of 5% of the cost of such work. Landlord shall maintain in first-class condition and repair and in accordance with all Laws, (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the BuildingPremises. During any required repairs, Landlord will use commercially reasonable efforts to minimize or eliminate interference with Tenant’s use or access to the Premises or Parking Facility. In the event that Tenant is prevented from using, and does not use, the base building systems Premises or any portion thereof, for three (3) consecutive business days (the "Eligibility Period") as a result of (1) Landlord’s performance of any repair, maintenance or alteration to the Building or Project after the Commencement Date, or (2) any failure by Landlord (and/or Landlord's agents, contractors or employees) to provide access to the Premises or the Parking Facility (or reasonable replacement accommodation), then Tenant's obligation to pay Rent shall be abated or reduced, as the case may be, from and equipment after the first (1st) day following the Eligibility Period and continuing until such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable square feet of the Building portion of the Premises that Tenant is prevented from using, and Common Areas (does not use, bears to the extent not serving Tenant exclusively), except to total rentable square feet of the extent that such repairs are required due to the negligence or willful misconduct of TenantPremises; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated entitled to pay any deductible such abatement of Rent if the matter described in connection therewithclauses (1) or (2) of this sentence is not caused by Tenant's gross negligence or willful misconduct. Subject To the extent Tenant shall be entitled to abatement of Rent because of damage or destruction pursuant to Section 11 or a taking pursuant to Section 13, then the terms of Article 27, below, Landlord may, but Eligibility Period shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeapplicable.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of LandlordLandlord for any repairs reasonably expected to cost more than $5,000 or reasonably expected to impact the Building Structure or Building Systems, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, but not in excess of ten percent (10%) per annum) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice (in accordance with the terms of Article 27 below) to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect. For the avoidance of doubt, if a particular Building System is beyond its useful life such that it is inoperative or otherwise requires ongoing repairs materially in excess of normal and customary maintenance, Landlord shall replace such Building System (regardless of whether such Building System is shared or exclusively serves the Premises and regardless of whether such Building System was modified as part of the Improvements), and the cost of such replacement shall be included in Operating Expenses (to the extent allowed by Article 4 of this Lease) and amortized pursuant to Section 4.2.4(xiii) of this Lease, subject to the BS/BS Exception.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair Section 23) and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemstrade fixtures. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to five percent (5%) of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein entire Premises (specifically including, without limitation, plumbing fixtures and equipment such the following: (x) all "Tenant Improvements" constructed pursuant to the Tenant Work Letter attached to this Lease as dishwashersExhibit B , garbage disposalsall "Alterations," as that term is defined in Article 8, and insta-hot dispensers)below, or elsewhere exclusively serving the Premises, and (y) the floor or floors of the Building on which the Premises are located, and (z) interior glass, doors, frames, hardware, locks, light bulbs, ballasts, and all other improvements, fixtures and furnishings within the Premises) in good order, repair and condition at all times during the Lease Term; provided, however, Tenant's obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but ▇▇▇▇▇▇ REALTY 57198 I.06/WLA ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ K4064-066/6-8-04/pjr/pjr -21-[STMicroelectronics, Inc.] under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord maymay (after written notice to Tenant and Tenant's failure to (A) commence repair within five (5) business days thereafter, or (B) diligently pursue the such repair to completion), but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; providedprovided further, however, that if any such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered Building Structure and the Building Systems which are required to be performed by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject pursuant to the terms BS/BS Exception shall be under the supervision and subject to the prior approval of Article 27, below, Landlord. Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall reasonably desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, exterior walls, roof structure (as opposed to the roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men's and women's washrooms, underground utilities, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, the "Building Structure"), the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems"), and the Projects Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure to the extent any damage thereto is caused due to Tenant's use of the Premises for other than a normal and customary implementation of its Permitted Use, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure or Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear but such obligation shall not extend to the Building Structure or beyond Building Systems pursuant to the reasonable control of TenantBS Exception; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter (unless more than five (5) days is required to effectuate such repair, in which case Tenant shall have the time reasonably required to complete the repair, so long as Tenant commence the repair during the five (5) day period and diligently completes such repair), but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, but not to exceed five percent (5%) of the cost of such work) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitationNotwithstanding the BS/BS Exception contained in this Article 7, Tenant shall may be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from certain repairs to the Building connection point to the Premises (Systems and Building Structure to the extent serving Tenant exclusively)provided for in this Lease, and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall may nevertheless make such repairs at Tenant’s 's expense; provided, orhowever, if to the extent the same are covered by Landlord’s 's insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallTenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s own expensemaintenance and repair obligations shall include (a) subject to the second sentence in Section 2.1.2 hereof and Section 3.3.4 of Exhibit B hereto, keep all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (including hot water heaters, dishwashers, garbage disposals, insta-hot dispensers, and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and whenever and by whomever installed or paid for; and (c) all Lines (defined in Section 23). Notwithstanding the foregoing, Landlord may, in the case of an emergency or Tenant Default, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 3% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls and windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the Building (including, without limitation, plumbing fixtures the roof, the roofs membrane and equipment such as dishwashers, garbage disposals, and insta-hot dispensersthe foundation), or elsewhere exclusively together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the PremisesBuilding in general, and the floor whether located inside or floors outside of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Tenant a) Lessee hereby represents and warrants that as of the Commencement Date, the Premises and improvements thereon are structurally sound and in good repair. b) In accordance with the terms of the Lease, Lessee, subject to the Sublessee Repairs described below, shall, at Tenant’s its own expense, keep make all (i) necessary repairs and replacement to the exterior walls; pavements, curbs and parking lots; doors and windows; roof replacements and repairs in excess of $1,000 per incident and which are not otherwise covered by Sublessee’s insurance; electrical systems; HVAC replacements and repairs in excess of $1,000 per incident and which are not otherwise covered by Sublessee’s insurance; and/or structure of the Premises, including ; (ii) all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which necessary repairs to make the Premises are located, and improvements thereon structurally sound and in good order, repair repair; (iii) repairs or replacements resulting from termite infestation or damage; and condition at (iv) all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage necessary repairs to the Premises and replace or improvements thereon to repair all damaged, broken, or worn fixtures and appurtenances, except for any damage caused by ordinary Lessee or its agent (collectively the “Lessee Repairs”). Such Lessee Repairs shall be made within a reasonable time after written notice from Lessor and/or Sublessee. c) Notwithstanding anything contained herein, Lessee, at Lessee’s sole cost and expense, shall complete the following repairs to the Premises on or before the Commencement Date, to Sublessee’s reasonable satisfaction (i) replace two toilet seats and clean all toilet bowls, (ii) replace hot water heater, (iii) repair any termite damage, if any, (iv) remove squirrels and other rodents, if any, living in attic, and (v) repair sink in break room as needed, secure handles and panels on stove in the break room, and make stove so that it will not operate. d) Notwithstanding anything contained herein, Sublessee, at Sublessee’s sole cost and expense, shall complete the following repairs to the Premises on or about the Commencement Date, to Lessee’s reasonable satisfaction (i) level handicap ramp at the front of the Premises by putting a top coat of concrete over the existing concrete, and move one gutter down drain, (ii) remove trash and broke furniture from attic and perform general cleaning of entire Premise, (iii) kill grass and weeds growing in the cracks in the asphalt, (iv) repair sheetrock and lights over teller line, including replacing plastic light cover, (v) replace three broken and cracked windows, (vi) secure wrought iron handrail on back entrance and move one down spout, (vii) trim over-growth, remove dead plants by side entrance and replace with gravel or similar material, and remove dead scrubs and debris from yard, and (viii) paint over ceiling stains and where ceiling paint is peeling. e) Subject to the foregoing and Sections 9 and 10 hereof, Sublessee shall, at its own expense, during the Term, be responsible for (i) all permanent, non-removable improvements or additions made by Sublessee, (ii) all interior paint, redecoration and renovation, subject to normal wear and tear, (iii) grass and landscaping as same become necessary and are required to maintain the Premises in good appearance, (iv) keep sidewalks and personnel entranceways free from obstruction of all nature, properly swept, and snow and ice removed therefrom, (v) all necessary repairs to the Premises and improvements thereon to repair any damage caused by Sublessee or its agents, all subject to normal wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Projectuses permitted herein, (vi) sufficient to reimburse Landlord for plumbing, (vii) all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior wallsroof which do not exceed $1,000 per incident or which are otherwise covered by Sublessee’s insurance, foundation (viii) HVAC repairs which do not exceed $1,000 per incident or which are otherwise covered by Sublessee’s insurance, (ix) repairs to trench in parking lot to remove standing water, (x) repairs to teller counter, (xi) seal inside wall where night drop or ATM was removed, (xii) repairs to teller pneumatic system, (xiii) clean carpets, and roof (including roof membranexiv) of repairs to outside lighting (collectively the Building“Sublessee Repairs”). During the Term, Sublessee shall maintain a HVAC system service contract, which is reasonably satisfactory to Lessee. f) For purposes to this Section 16, the structural terms “repair” and “replacement” include the replacement of any portions of the floors Premises which have outlived their useful life during the term of the BuildingSublease. On behalf of Sublessee in making Sublessee Repairs, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord Lessee may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairsrepairs and replacements for Sublessee’s account, alterationsand the expense thereof shall constitute and be collectible as additional rent. On default of Lessee in making any Lessee Repairs, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord Sublessee may, but shall deem necessary or as Landlord may not be required to, make such repairs and replacements for Lessee’s account, and in which case Sublessee may elect that the amount of such repair expenses be either (i) deducted by Sublessee from the rent hereunder after notice of such payment is given by Sublessee to do Lessee, or (ii) reimbursed to Sublessee by governmental or quasi-governmental authority or court order or decreeLessee within ten (10) days after notice of such payment is given by Sublessee to Lessee. All repairs and replacements as described in this Section 16 shall be made promptly, as and when necessary.

Repairs. (a) Tenant shall, at Tenant’s own expense, keep shall take good care of the Premises, including all improvements, Demised Premises and the fixtures, furnishings, and systems appurtenances and equipment therein (includingcollectively, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals"Fixtures"), and insta-hot dispensers)any supplemental HVAC system installed by Tenant, and at its sole cost and expense make all repairs thereto as and when needed to preserve them in good working order and condition. All damage or injury to the Demised Premises and to its Fixtures which is caused by or results from (i) moving Tenant's property in or out of the Building, or elsewhere exclusively serving (ii) the Premisesinstallation or removal of Tenant's furniture, Fixtures or other property, or (iii) the carelessness, omission, neglect, negligence, or improper conduct of Tenant or its employees, contractors, agents, licensees or invitees, shall be repaired, restored or replaced promptly by Tenant at its expense to the reasonable satisfaction of Landlord. Such repair, restoration and replacement shall be in quality and class equal to the floor original work or floors installation. If Tenant fails to promptly make any such repair, restoration or replacement, then the repair, restoration and replacement may be made by Landlord at the expense of Tenant (and Landlord shall provide appropriate back up therefor). (b) Neither the exterior walls of the Building nor the windows and the exterior areas created by the Building set backs are part of the Demised Premises and Landlord reserves all rights to those walls, windows and setbacks, including the right to enter and temporarily store window washing and other supplies and equipment on the setback areas. 11.2 Landlord, as part of Expenses to the extent provided for in Section 3.1 (d) hereof, will perform all necessary repairs, replacements and maintenance of (i) the Building systems and Building structural components, including the foundation, floor slabs, roof, walls and utility lines outside of the stub locations within the Demised Premises, (ii) all utility lines, pipes, ducts, conduits and the like in the Building which run through the Demised Premises are locatedand service all parts of the Building other than the Demised Premises and all work required to keep the Demised Premises watertight (for example, the roof, gutters and downspouts), and (iii) all parking areas at the Building. Landlord will, in good ordergeneral, repair operate and condition at all times during maintain the Lease TermBuilding as a first class building in Fairfield County. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and Landlord will commence repairs within any a reasonable period of time specified by Landlord, promptly and adequately repair all damage to after it is notified of the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control necessity of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacementsshall diligently prosecute such repairs to completion. Notwithstanding the above, Landlord shall not be obligated to pay, as part of Expenses, and Tenant shall pay to Landlord the entire cost thereofof all maintenance, including a percentage of the cost thereof (service and repairs performed by Landlord with respect to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required to repair damage or injury due to the carelessness, omission, neglect, negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct improper conduct of Tenant, its employees, contractors, agents, licensees or invitees. 11.3 There shall be no allowance to Tenant for diminution of rental value and no liability on the part of the Landlord shall nevertheless make such repairs at Tenant’s expenseby reason of inconvenience, orannoyance, if covered by Landlord’s insurance, Tenant shall only be obligated interruption or injury to pay any deductible in connection therewith. Subject to business arising from the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice making or failing to make such by Landlord of any repairs, alterations, additions or improvements or additions to the Premises or to the Project in or to any portion of the Building or the Demised Premises or in or to fixtures, appurtenances or equipment located thereof, provided that in the Project as making any repairs, replacement and maintenance, Landlord shall deem necessary exercise all reasonable efforts to minimize inconvenience to Tenant in connection therewith and no action taken by Landlord under this provision shall permanently impede access to, reduce the size or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeotherwise diminish the utility of the Demised Premises in any material respect, including any services provided thereto.

Repairs. (a) Tenant shall, at Tenant’s own expense, shall keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein Premises (including, without limitation, plumbing fixtures all Fixtures) in good condition and, upon expiration or earlier termination of each applicable Term, shall surrender the applicable Premises to Landlord in the same condition as when first occupied, reasonable wear and equipment such as dishwasherstear excepted and otherwise in the condition required under Section 4.03(c). Tenant’s obligation shall include, garbage disposals, without limitation (and insta-hot dispensersnotwithstanding the provisions of Section 4.05(b) below), the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Premises or elsewhere exclusively anywhere in the Building. Any maintenance, repair or replacement to the windows, the Building systems, the Building’s structural components or any areas outside the Premises and which is Tenant’s obligation to perform shall be performed by Landlord at Tenant’s reasonable expense. Tenant shall not commit or allow to be committed any waste or damage to any portion of the Premises or the Project. (b) Subject to the second sentence of Section 4.05(a), Landlord, at Landlord’s expense (but subject to reimbursement by way of Operating Expenses to the extent includable therein), shall operate, maintain, repair and replace, if necessary, (i) all structural portions of the Building, such as, by way of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window s▇▇▇▇ and sashes, (ii) all common and public service areas of the Building, including, without limitation, all common elevators, (iii) all Building systems serving the common and public service areas and the Premises and (iv) all fixtures located in the core restrooms in the Premises, throughout the Term, and in such a manner as is consistent with the floor or floors maintenance, operation and repair standards of First Class Office Buildings; provided, that Landlord’s obligations under this Section 4.05(b) shall be limited to areas of, and installations within, the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject is entitled to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to use or which otherwise serve the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, Landlord shall have no liability to Tenant for any failure to maintain such standards except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), such failure materially and Tenant shall secure, pay for, adversely affects Tenant’s use and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for enjoyment of the regular maintenance of such systemsPremises. Notwithstanding the foregoing, if any damage repaired by Landlord under this Section 4.05(b) is caused by Tenant or any of Tenant’s agents, employees, invitees and licensees, such repair shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, performed by Landlord shall nevertheless make such repairs at Tenant’s reasonable expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.

Repairs. 7.1 Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the “Building Systems”) and the Common Areas. 7.2 Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant’s use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, All repair and maintenance performed by Tenant in the Premises shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably performed by contractors or workmen designated or approved by Landlord providing for and must comply with Landlord’s sustainability practices, including any third-party rating system concerning the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment environmental compliance of the Building and Common Areas (or the Premises, as the same may change from time to the extent not serving time. Tenant exclusively), except is responsible for reporting lighting purchases to the extent that such repairs are required due Landlord in a format suitable to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, . 7.3 Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (including the roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than the Permitted Use, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenancesappurtenances (but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception), except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair (or commence to make the repair) within five (5) business days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, but not to exceed five (5%) percent) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall 692500.09/WLA371593-00023/6-13-12/ao/ao -▇▇- ▇▇▇ ▇▇▇▇▇▇[▇▇▇▇▇▇ Realty, L.P.][Concur Technologies, Inc.] be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives and releases any and all rights it may have at law or in equity to make repairs at the expense of Landlord.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building restrooms and all Common Areas (collectively, the “Building Structure”), and the Base Building mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord (collectively, the “Building Systems”). Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of Tenant’s use of the Premises for other than normal and customary business office operations. Tenant shall, at Tenant▇▇▇▇▇▇’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, furnishings therein in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant▇▇▇▇▇▇’s own expense, but under the supervision and subject to the prior reasonable approval of LandlordLandlord (which shall not be unreasonably withheld, conditioned or delayed), and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairsLandlord shall have the exclusive right, Landlord mayat ▇▇▇▇▇▇▇▇’s option, but need notnot the obligation, to make such repairs and replacements, and Tenant shall pay to Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, standard fee for its involvement with such repairs and replacements forthwith replacements, promptly upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect. 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -17- [AMLGMN]

Repairs. From and after the Occupancy Date, and except as set forth in this Lease, the Tenant shall, at Tenant’s its own cost and expense: (i) make interior non-structural repairs, replacements and renewals necessary to keep the PremisesPremises in as good condition, including all improvements, fixtures, furnishings, order and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such repair as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and same are at the floor or floors commencement of the Building on which Term or thereafter may be put, reasonable wear and use and damage by fire or other casualty only excepted (it being understood, however, that the foregoing exception for reasonable wear and use shall not relieve the Tenant from the obligation to keep the Premises are located, in good order, repair and condition at all times during the Lease Term. In additioncondition), Tenant shall(ii) perform maintenance, at Tenant’s own expense, but under the supervision repair and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage replacement of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-air conditioning systems units servicing the Premises (the “HVAC Units”) and utility services maintain a service contract for the HVAC Units exclusively serving the Premises from the Building connection point to the Premises with a reputable HVAC service provider; (to the extent serving Tenant exclusively)iii) make all other repairs, replacements and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs renewals which are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expenseand (iv) keep and maintain all portions of the Premises in a clean and orderly condition, orfree of accumulation of dirt, if covered by Landlord’s insurancerubbish, and other debris. The Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times provide customary cleaning and upon reasonable prior notice to make such repairs, alterations, improvements or additions rubbish removal service to the Premises on each business day as required. From and after the commencement of and during the Term, the Landlord shall (i) make all necessary repairs, replacements and renewals, interior and exterior, structural and non-structural, to keep the roof of the Building free of leaks and to maintain the foundation, pipes, conduits serving the Premises, floor slabs and other structural supports of the Building in good and sound condition; (ii) keep the Building and all electrical, mechanical, plumbing and other building systems and the parking areas, sprinklers and other improvements on the Property in as good condition, order and repair as the same are at the commencement of the Term or thereafter may be put, as per paragraph 37, damage by fire or other casualty only excepted; and (iii) keep the landscaping, sidewalks, common areas and corridors, stairways, elevators and all other public portions of the Property and Building in good order, condition and repair and in a safe and clean condition free from ice and snow. Except as otherwise expressly set forth herein, the costs and expenses of Landlord’s repairs, replacements and renewals shall be considered Common Expenses, subject to the Project limitations contained therein (including, without limitation, the requirement that certain expenses be capitalized). Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry provided Landlord has notified Tenant in writing of all such load limits. Landlord shall have no liability to Tenant nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is permitted to perform by this Lease, in or to any equipment located portion of the Premises, or the Building and other improvements to the Premises so long as Landlord uses commercially reasonable efforts to minimize any resulting disruption to Tenant’s access to and use of the Premises and provided that any such interruption shall not exceed a period of time in excess of fourteen days. If such interruption exceeds a period of fourteen days, Tenant obligations to pay rents and fees hereunder shall be equitably abated. Landlord shall provide Tenant with not less than 48 hours written notice prior to Landlord’s entry into the Premises to perform any repairs or changes, except in the Project event of an emergency in which case only such notice, if any, as Landlord is appropriate shall deem necessary or as Landlord may be required given to do by governmental or quasi-governmental authority or court order or decreeTenant.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), fire stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems") and the Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except (i) pursuant to the BS/BS Exception, and/or (ii) for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, and to be reasonably consistent with similar percentages paid for such services by tenant in the Comparable Buildings) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses paid to third parties arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree.; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi- governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to

Repairs. Tenant shallTenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s own expense, keep maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for repairs pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 5% of such cost. Landlord shall maintain the following items in first class condition and repair and in accordance with all applicable Laws: (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors of Building (including without limitation the foundation, floor/ceiling slabs, columns, beams, shafts (including elevator shafts), stairs, stairwells and elevator cabs), together with all mechanical (including without limitation the sprinkler systems and HVAC), electrical, plumbing and fire/life-safety systems serving the Building, and the base building systems and equipment whether located inside or outside of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building 811311.04/WLA 378421-00002/2-14-20/mem/mem -20- ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [Akero Therapeutics, Inc.] restrooms and all Common Areas (collectively, the “Building Structure”, and the Base Building mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord (collectively, the “Building Systems”). Landlord shall also maintain and repair the solar window film on the inside of the exterior Building windows, provided that if damage to such solar window film is caused by Tenant, then Tenant shall pay the cost for any such repairs. Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of Tenant’s use of the Premises for other than normal and customary business office operations (which repairs shall be performed by Landlord at Tenant’s cost and expense). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of coverings within the Building on which the Premises are locatedPremises, in good order, repair and condition at all times during the Lease Term. In addition, subject to Section 10.3, Articles 11 and 13 of this Lease, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairsdo so, Landlord mayshall have the exclusive right, at Landlord’s option, but need notnot the obligation, to make such repairs and replacements, and Tenant shall pay to Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, standard fee for its involvement with such repairs and replacements forthwith replacements, promptly upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises Premises, as provided in Article 27, below, at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall(a) In compliance with the other provisions of this Lease, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval terms of LandlordSection 10.02 herein, Tenant shall throughout the Term, at its sole cost and within any reasonable period expense, take good care of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair shall make all damagedrepairs and replacements to the interior and exterior of the Premises, broken, or worn fixtures as and appurtenances, except for damage caused by ordinary wear when Landlord reasonably deems necessary and/or in order to preserve the Premises in good working order and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make condition and such repairs, Landlord mayobligation includes, but need notis not limited to, make maintaining and repairing (a) the fire protection sprinkler system, plumbing, air-conditioning, electrical and heating systems and equipment in and/or exclusively servicing the Premises (collectively, the “Systems”)(which obligation shall be satisfied by keeping in force a standard maintenance agreement with contractors on all such repairs equipment and replacementsSystems, and Tenant shall pay furnish a copy thereof to Landlord (each, a “Maintenance Contract”), and (b) Tenant shall keep the cost thereofplate glass, including a percentage ceilings, floors, walls, and store front, all doors leading into and out of the cost thereof Premises and all hardware appurtenant thereto, light bulbs, door frames, windows and (c) all windows, sidewalks, sidewalk hoists, loading docks, railings, gutters, alleys and curbs in front of or adjacent to be uniformly established for or abutting the Building and/or Premises and will put, keep and maintain the Project) sufficient to reimburse Landlord for all overheadsame in good and safe order and condition, general conditionsand any other portion of the exterior of the Premises and free and clean from snow, fees ice, dirt, damage, garbage and other costs debris, and make all repairs therein and thereon. Landlord shall have no liability or expenses arising from Landlord’s involvementobligation whatsoever regarding the maintenance, which percentage shall not exceed 15% repair, service and replacement of the cost, with such repairs and replacements forthwith upon being billed for sameforegoing. Without limitation, Tenant shall be responsible for heatingpay any and all fines, ventilating and air-conditioning systems and utility services serving as Additional Rent, issued as a result of Tenant’s failure to perform all the Premises from requirements set forth in this paragraph. Notwithstanding the Building connection point to defined term “Systems” above, as exclusively servicing the Premises (Premises, to the extent serving any of the delineated systems service other tenants in the Building, and/or the Common Areas of the Building, and to the extent repair of said systems is required, which repair is not due to the gross negligence or willful misconduct of Tenant exclusively)or its employees, contractors, subcontractors, agents or representatives, then Landlord shall undertake such repair, and Tenant shall secureremit to Landlord, pay foras additional rent, it’s Proportionate Share of said costs. (b) All of the foregoing repairs and maintenance shall be promptly made by Tenant at its sole cost and expense whether or not they are structural, non-structural, ordinary, extraordinary, unforeseen, foreseen, to the extent they are necessary to keep the same in compliance with all applicable laws and Governmental Authorities as a result of the specific manner of use provided for herein (as opposed to general occupancy by a tenant, the obligation of which shall be borne by Landlord), or to the extent they are necessary for insurance requirements or to keep the Premises in good and safe order and condition, howsoever the necessity or desirability therefor may occur, and keep whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise. Tenant shall not commit or suffer, and shall use all reasonable precaution to prevent, waste, damage or injury to all of the same. When used in force contracts with appropriate this Article, the term “repairs” shall include all necessary replacements, renewals, alterations and reputable service companies reasonably approved additions. All repairs made by Tenant shall be in a first class w▇▇▇▇▇▇ like manner. 10.02 Landlord shall maintain and repair the foundations, the four exterior walls and roof of the Building only and shall operate, maintain, repair and replace the Systems (up to the point of connection to the Premises, and/or in the exterior or underground of the Building), facilities and equipment directly necessary to provide the services which Landlord are specifically and expressly set forth in this Lease to be provided by Landlord providing to Tenant (unless same are installed by or are the property of Tenant or are required to be maintained and repaired by Tenant under this Lease). Landlord shall use reasonable diligence in carrying out its obligations under this Article in such a reasonable manner as to minimize any interference to T▇▇▇▇▇’s business, but shall not be liable under any circumstances for any damages (including, among others, consequential damages) for any failure to do so. No reduction or discontinuance of the services described in this Article shall be construed as an eviction of Tenant or release Tenant from any of its obligations under this Lease. Landlord shall have no liability to Tenant, its employees, agents, invitees or licensees for damages, except to the extent of any damages caused to the foregoing as a result of the gross negligence or willful misconduct of Landlord, its agents, employees, subcontractors, or contractors. Tenant shall reimburse Landlord for the regular cost of any repairs or maintenance performed by Landlord if the need for same arose as a result of such systemsthe neglect, acts, omissions or negligence of Tenant or any assignees, sublessees or occupants of the Premises or any of its or their employees, contractors, agents, visitors, or by their particular manner of use or occupancy of the Premises. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) maintenance of the Building, the structural portions of the floors of the Building, and the base building systems and equipment common areas of the Building and Common Areas (keeping the same in good and safe order and condition, including, without limit, the fire egress stairs. 10.03 Notwithstanding anything to the extent not serving contrary, Tenant exclusively)shall be liable for, except and reimburse Landlord for, the cost of any and all repairs (structural or otherwise) to the extent that Building or Premises or any portion thereof necessitated by the negligent or willful acts or omissions of Tenant or any assignees, sublessees or occupants of the Premises or any of its or their servants, employees, contractors, agents, visitors or licensees, or by the use or occupancy or manner of use or occupancy of the Premises by Tenant or any such repairs are required due person/entity. All damages or injury to the negligence Premises and the Building by Tenant or willful misconduct of Tenant; provided, however, that if such repairs are due to by any person/entity who may be in or upon the negligence Premises with T▇▇▇▇▇’s consent or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expenseinvitation, or, if covered shall be paid for by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewithTenant. Subject to the terms of Article 27, below, Landlord may, but shall not be required liable for, and there shall be no abatement of Rent with respect to, enter the Premises at all reasonable times and upon reasonable prior notice any injury to make such or interference with T▇▇▇▇▇’s business arising from any repairs, alterationsmaintenance, improvements alteration or additions improvement to the Premises or the Building or to the Project fixtures, appurtenances or to equipment therein or arising from the acts of any equipment located other tenant in the Project as Landlord shall deem necessary Building, or as Landlord may be required to do by governmental its agents, employees, licensees or quasi-governmental authority or court order or decreeinvitees.

Repairs. Landlord shall maintain in first-class condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, parking areas, landscaping, exterior Project signage, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the “Building Systems”) and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant’s use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carries or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception, and/or (iii) for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, and to be reasonably consistent with similar percentages paid for such services by tenant in the Comparable Buildings) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses paid to third parties arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may *** Confidential portions of this document have been redacted and filed separately with the Commission. be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men’s and women’s washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, “Building Structure”) and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the “Building Systems”) and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant’s use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the “BS/BS Exception”). Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenancesappurtenances(but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception), except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant’s failure to repair within five (5) days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant’s use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. LANDLORD'S RESERVATION OF RIGHTS. (a) Tenant shall, at Tenant’s own expense, keep accepts the Premises as being in the condition in which Landlord is obligated to deliver the Premises, including all subject to the tenant improvements, fixturesif any, furnishingsthat Landlord has agreed to make. At all times during the term of this Lease and at Tenant's sole cost, Tenant shall keep the Premises in good condition and systems repair, ordinary wear and equipment therein (includingtear and damage to the Premises by fire, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers)earthquake, or elsewhere exclusively serving act of God or the elements are excepted. Tenant waives all rights to make repairs at the expense of Landlord or instead to vacate the Premises, and Tenant further waives the floor or floors provisions of Civil Code (SS) 1932(1), 1941 and 1942 with respect to Landlord's obligations under this Lease. At the end of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In additionterm of this Lease, Tenant shall, at Tenant’s own expense, but under the supervision and subject shall surrender to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to Landlord the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by Alterations that are to remain in the Premises in the same condition as when received; ordinary wear and tear and damage by fire, earthquake, or beyond act of God or the reasonable control elements are excepted. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Premises or any part of them, except as specifically set forth in Exhibit E. Landlord has made no representations respecting the condition of the Premises or the Building, except as specifically set forth in this Lease. (b) Landlord reserves the right, at any time and from time to time, without the same constituting an actual or constructive eviction, but provided that Landlord does not unreasonably interfere with Tenant; provided however's use and occupancy of the building, thatto (i) make alterations, if Tenant fails to make such additions, repairs, Landlord mayimprovements to or in, but need not, make such repairs and replacements, and Tenant shall pay Landlord or to decrease the cost thereof, including a percentage size of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for area of all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) any part of the Building, the structural portions fixtures and equipment therein, the heating, ventilation, air-conditioning, plumbing, electrical, fire protection, life safety, security and all mechanical systems of the floors building ("Building Systems"), the common areas and all other parts of the Building; (ii) to change the arrangement and/or location of entrances or passageways, doors and the base building systems doorways, corridors, elevators, stairs, toilets and equipment other public parts of the Building and Common Areas to create additional rentable areas through use or enclosure of common areas; (iii) to change the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence Building's name or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises street address or to change the Project room number or numbers of the Premises; (iv) to install, affix and maintain any equipment located in and all signs on the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeexterior and interior of the Building.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and repair and operating order the structural portions of the Building, including, without limitation, the foundation, structural portions of the floors, floor slabs, exterior walls, exterior windows, exterior window seals, ceilings, roof, load bearing walls, columns, beams, shafts, stairs, stairwells, the elevator and all Common Areas (collectively, the "Building Structure"), and the Building's mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems and equipment installed or furnished by Landlord (collectively, the "Building Systems"). Landlord’s cost to perform such work shall be considered Operating Expenses. (The Supplemental HVAC and generator described in Article 6 are not considered part of the Building Systems, and Landlord therefore has no obligation to maintain them.) Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building 1064686.11 20 Structure and/or the Building Systems. Tenant shall, at Tenant’s 's own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein in or exclusively serving the Premises (including, without limitation, (a) plumbing fixtures and equipment such as dishwashers, dishwashers and garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving (b) all equipment located in the Premises that is utilized to supply supplemental HVAC to the Premises, and the floor or floors of the Building on which the Premises are located, ) in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenancesappurtenances in the Premises or exclusively serving the Premises, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord's option, or if Tenant fails to make such repairsrepairs or replacements within 30 days after receiving Landlord's written demand, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% its actual out-of-pocket cost thereof within 30 days of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation Building Structure and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Systems, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if to the extent such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject 's expense (subject to the terms of Article 27, Section 10.5 below, ). Landlord may, but shall not be required toto (except to the extent otherwise provided in this Lease or required by Applicable Law), enter the Premises at all reasonable times and upon reasonable not less than twenty-four (24) hours' prior written notice (except in the case of an emergency, in which case no prior written notice shall be required, but Landlord shall notify Tenant of any such entry as soon as reasonably practicable) to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreedecree or the terms of this Lease. Tenant hereby waives and releases any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order and in a manner reasonably commensurate with the maintenance standards of owners of First Class Buildings, the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building restrooms and all Common Areas (collectively, the “Building Structure”), and the Base Building mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord (collectively, the “Building Systems”). Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of Tenant’s use of the Premises. Tenant shall, at Tenant’s own expense, pursuant to the terms of this Lease, including without limitation, Article 8 hereof, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition (ordinary wear and tear excepted) at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period pursuant to the terms of time specified by Landlordthis Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to commence to make such repairsrepairs within ten (10) business days following notice from Landlord, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms provisions of Article 27the final sentence of Section 6.4, belowabove, Landlord may, but shall not be required to, enter the Premises at all reasonable times and (upon reasonable no less than one (1) business day’s prior notice to Tenant, except in the event of an emergency, where no prior notice shall be required) to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallExcept as otherwise provided in Article 7, at Tenant’s own expense, keep except as resulting from settling or sagging within standard engineering tolerance (provided that the settling or sagging does not affect the surface or structural integrity of the Building or in any way materially affect the ordinary and customary use of the Premises, including all improvementsor any part thereof by Tenant), fixturesLandlord shall maintain the structural integrity of the Building, furnishings, and systems and equipment therein (including, without limitation, plumbing the roof and roofing system, foundation, loading bearing and exterior walls, including windows. Landlord shall also be responsible for (i) all exterior maintenance, repairs and replacements necessary to keep in good condition and working order all common areas of the Park, and the trees, shrubs, plants, landscaping, parking areas, driveways and walkways on the Lot or elsewhere in the Park, including but not limited to, all lighting and other fixtures and equipment serving such as dishwashersparking areas, garbage disposalsdriveways and walkways, (ii) providing the services and performing the maintenance work set forth in Section 4.2 and Article 7 hereof, and insta-hot dispensers), or elsewhere exclusively serving (iii) performing necessary repairs and replacements to maintain the Premises, and the floor or floors watertight integrity of the Building on which Building, including but not limited to the Premises are locatedroof, in good orderexterior wall, windows and skylights. Landlord shall also maintain, repair and replace the HVAC, life/safety, plumbing, electrical and mechanical equipment in the Building, such that it shall be in good operating condition at all times during throughout the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control excepted. Landlord shall make all of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant necessary to maintain the foregoing in good working order comparable other first class buildings in the Burlington Area and in compliance with all laws and all costs and expenses under this Section 5.1.3 shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (constitute Operating Costs to the extent serving Tenant exclusively)provided by to the provisions of Section 4.2, and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, except that Landlord shall be responsible for repairs at its sole cost and expense (except if relating to Tenant’s negligence and misuse, in which case the exterior wallssame shall be at Tenant’s cost and expense, subject to Section 10.13), to repair, maintain and replace throughout the Term the Building structure, including the footings, foundation and roof (including roof membrane) of columns. All other repairs and maintenance reasonably required within the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Premises, except to as specifically otherwise provided for herein, shall be the extent that such repairs are required due to the negligence or willful misconduct responsibility of Tenant; provided. In the event that Tenant gives notice to Landlord of a condition which Tenant believes requires Landlord’s repairs or a condition which, howeverif left uncorrected, that will necessitate Landlord’s repair, then, in accordance with the terms of this Section 5.1.3, Landlord shall respond promptly to investigate such condition, and, if such repairs are due to the negligence or willful misconduct of TenantLandlord’s obligation hereunder, Landlord shall nevertheless make such repairs at Tenant’s expensecommence promptly to repair same and to diligently complete said repair. Tenant agrees during the Term to provide Landlord notice as soon as reasonably possible of any condition within the Premises known to Tenant which might require, oror if left uncorrected will necessitate, if covered by Landlord’s insurance, repair pursuant to this Section 5.1.3. Tenant shall only be obligated have the right to pay any deductible in connection therewith. Subject to the terms of Article 27require, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon with reasonable prior notice advance notice, a representative of Landlord to make such repairs, alterations, improvements or additions to inspect the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord for repairs which may be required to do by governmental or quasi-governmental authority or court order or decree.the responsibility of Landlord;

Repairs. (a) Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, when and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), if needed or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shallwhenever requested by Landlord to do so, at Tenant’s own 's sole cost and expense, but under the supervision maintain and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair make all damage repairs to the Premises and replace every part thereof, including all interior windows and doors, to keep, maintain and preserve the Premises in good condition and repair. Tenant shall upon the expiration or repair all damagedsooner termination of the term hereof surrender the Premises to Landlord in the same condition as when received, broken, or worn fixtures and appurtenances, except for damage caused by ordinary less reasonable wear and tear and subject to any damages which are not the obligation of Tenant to repair pursuant to the provisions of this Lease. Tenant acknowledges that Landlord shall have no obligation to maintain, repair or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs replace any telecommunications or expenses arising from Landlord’s involvement, computer cabling or wiring which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving is located in the Premises from the Building connection point to or which exclusively serves the Premises (collectively, "CABLING"). Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the extent serving Premises or any part thereof and the parties hereto affirm that Landlord has made no representations to Tenant exclusively)respecting the condition of the Premises or the Building, and except as specifically herein set forth. Tenant shall secure, pay for, and keep not commit or allow any waste or damage to be committed in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for any portion of the regular maintenance of such systems. Premises or Building. (b) Notwithstanding the foregoingSubparagraph 11(a) above, Landlord shall be responsible for repairs repair and maintain in good condition the structural portions of the Building, including the roof, basic plumbing, heating, ventilating, air conditioning, exterior windows, exterior walls of the Building, exterior doors to the exterior wallsBuilding, foundation and roof (including roof membrane) all plumbing in bathrooms used in common with other tenants of the Building, landscaping of the common areas of the Building, the structural portions of the floors parking facilities of the Building, electrical systems installed or furnished by Landlord (collectively, "LANDLORD REPAIRS"), unless such maintenance and repairs are caused in part or in whole by the base building systems act, neglect, fault of or omission of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord, as additional rent, the reasonable cost of such maintenance and equipment repairs. Landlord shall not be liable for any such failure to make any such repairs or to perform any maintenance, unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Following Landlord's receipt of written notice from Tenant that a repair contemplated by this Section is required, Landlord shall use its commercially reasonable efforts to complete such repair in a timely basis as soon as possible. Except as provided in paragraph 22 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and Common Areas equipment therein. Tenant waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereinafter in effect. (c) Notwithstanding anything to the extent contrary contained in subparagraphs (a) and (b) of this paragraph 11, Tenant shall maintain and repair, at its sole cost and expense, all non-base Building facilities, if any, including kitchen facilities and heating and air conditioning systems, and all plumbing connected to said facilities or systems, installed by Tenant or on behalf of Tenant. The provisions of this paragraph shall not serving apply to the basic heating and air conditioning system provided by Landlord to all tenants of the Building. (d) Notwithstanding any other provisions of this Lease to the contrary, upon receipt of written notice (the "FIRST REPAIR NOTICE") from Tenant exclusivelythat Landlord Repairs are required, Landlord shall cause such repair to be made within a reasonable period of time given the circumstances but in no event later than thirty (30) days after it receives the First Repair Notice; provided, however, that if the repair is of such a nature that it cannot be completed within thirty (30) days (which fact shall be indicated in writing delivered to Tenant by Landlord), except then such longer time as reasonably necessary. If Landlord fails to make the extent that repair within the said time period, Tenant may give an additional notice (the "SECOND REPAIR NOTICE") to Landlord. If Landlord fails to commence thereafter such repair with five (5) days after receipt of the Second Repair Notice and thereafter diligently pursues said repair to completion, Tenant may perform such repair. All repairs are required due performed by Tenant pursuant to this Section shall be made by a qualified licensed contractor(s) with sufficient expertise in such matters and in accordance with all applicable laws, statutes and ordinances. Landlord shall reimburse Tenant for Tenant's actual costs incurred within ten (10) days after Landlord's receipt of a written demand from Tenant, which demand shall include supporting invoices. If Landlord disputes the negligence or willful misconduct need for such repair, Landlord shall deliver written notice of such disagreement to Tenant within ten (10) days after its receipt of the First Repair Notice. Notwithstanding such dispute, Tenant may cause such repair to be completed pending resolution of such dispute. The dispute shall be resolved by a mutually acceptable third party engineer, which determination shall be binding upon Landlord and Tenant; provided, however, that if such repairs are due the parties cannot agree on an engineer, then the dispute shall be resolved by arbitration pursuant to the negligence commercial arbitration rules then in effect for the American Arbitration Association ("ARBITRATION"). The losing party shall pay the costs of the engineer or willful misconduct arbitrator, whichever is applicable. If Landlord is obligated to reimburse Tenant for the actual cost of Tenantrepair and fails to do so as provided in this Section, such amount shall accrue interest at the rate of fifteen percent (15.00%) per annum until paid in full. If such amounts owing from Landlord shall nevertheless make to Tenant are not paid within thirty (30) days following the due date of such repairs at Tenant’s expense, or, if covered by Landlord’s insurancepayment, Tenant shall only have abatement rights as set forth in Section 29(f) of this Lease. (e) Landlord acknowledges that certain of the Landlord Repairs may have to be obligated made on an expedited basis due to pay any deductible in connection therewith. Subject a material disruption of Tenant's business operations caused by such condition, which condition shall be referred to the terms of Article 27as an "EMERGENCY CONDITION." In this regard, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as event an Emergency Condition relating to a Landlord Repair exists, Tenant shall deem necessary or as Landlord may be required deliver to do Landlord, by governmental or quasi-governmental authority or court order or decree.facsimile, a written notice ("EMERGENCY NOTICE") describing such Emergency Condition. The Emergency Notice shall, in ten (10) point bold typed across the top, stating "AN EMERGENCY SITUATION EXISTS AT THE PREMISES REQUIRING YOUR 13

Repairs. a. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair (subject to Tenant's rights set forth in Section 32(d)). Tenant shall, at Tenant’s own 's sole cost and expense, keep the Premisesinterior of Premises and every part thereof in good condition and repair, including all improvementsexcept for: (i) any structural maintenance, fixtures, furnishings, and systems and equipment therein repair or replacement; (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), ii) any portion of any system (eg. HVAC) serving any premises in addition to or elsewhere exclusively serving other than the Premises, and the floor ; (iii) any portion of any system located within exterior walls or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject slabs (except to the prior reasonable approval of Landlord, and within any reasonable period of time specified extent that such systems were installed by Landlord, promptly and adequately repair all Tenant); (iv) damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or thereto from causes beyond the reasonable control of Tenant; (v) damages from any casualty which Landlord is required to insure against or which Landlord does insure against; (vi) ordinary wear and tear; and (vii) any janitorial or pest control services which Landlord is obligated to provide. Tenant shall, upon the expiration or sooner termination of this Lease hereof, surrender the Premises which Tenant is obligated to maintain and repair, to the Landlord in good condition, except for: (i) any janitorial or pest control services which Landlord is obligated to provide; (ii) ordinary wear and tear; (iii) damage from causes beyond the reasonable control of Tenant; and (iv) damages from any casualty which Landlord is required to insure against or which Landlord does insure against excepted. Except as specifically provided however, thatin an addendum, if Tenant fails any, to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoingthis Lease, Landlord shall be responsible for repairs have no obligation whatsoever to alter, remodel, improve, decorate or paint the exterior wallsPremises or any part thereof, foundation and roof (including roof membrane) the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the BuildingPremises or the Building except as specifically herein set forth. b. Landlord shall cause the Building and the Common Facilities to be operated, maintained, repaired and replaced in first class condition. Landlord shall repair, replace and maintain the structural portions of the floors of the Building, including the roof, plumbing, air conditioning, heating, and the base building electrical and sprinkler systems installed or furnished by Landlord, and equipment all portion of the Building and Common Areas (the Premises which Tenant is not obligated to the extent not serving Tenant exclusively)maintain and repair, except to the extent that such maintenance and repairs are: (i) caused by the breach of the Tenant's obligations under this Lease or the act, neglect, fault or omission of any duty by the Tenant, its agents, servants, employees or invitees; and (ii) are not covered by any insurance which Landlord is required due to maintain or by any insurance which Landlord does maintain, in which case Tenant shall pay to Landlord the reasonable cost of such maintenance and repairs. The cost of all such repairs borne by the Landlord shall be included in Operating Expenses to the negligence or willful misconduct of Tenant; provided, however, that if extent provided in Section 7 hereof. Landlord shall not be liable for any failure to make any such repairs are due or to perform any maintenance unless such failure shall persist for an unreasonable period of time (Landlord must complete such maintenance or repairs prior to the negligence or willful misconduct expiration of Tenantthe applicable grace period. If, for any reason, Landlord is unable to complete such maintenance or repairs within the applicable grace period, then Landlord shall nevertheless make notify Tenant in writing of such situation prior to the expiration of the applicable grace period) after the date Landlord has been given notice of the need for such repairs at or maintenance. Except as specifically authorized by this Lease,, there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s expense's business arising from the making of any repairs, oralterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, if covered by appurtenances and equipment therein. In the event of an actual or apparent emergency, or Landlord’s insurance's breach of any of Landlord's maintenance, repair or replacement obligations which is not cured within any applicable grace period, Tenant shall only have the right but not the obligation to make any repairs or replacements and perform any maintenance at Landlord's expense and present an invoice for the actual cost of such repairs or replacements to Landlord, which sum shall be obligated to pay any deductible in connection therewithremitted within twenty (20) days of receipt of such invoice. Subject to Landlord's right to contest said invoice in good faith, if Tenant is not paid in full within 20 days after Landlord is invoiced, then the terms Tenant shall have the right to offset the amount invoiced against the rent and any other charges payable under this Lease (collectively "Rent") until Tenant is reimbursed in full. For the purposes of Article 27this Lease an actual or apparent emergency means circumstances in which or in which it appears that unless immediate action is taken, belowthere will be significant damage to property or significant interference with the Tenant's authorized use of the Premises, Landlord mayBuilding or Common Facilities, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice or any risk of injury to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeperson.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order the structural portions of the Building (including, the structural portions of the Third Floor Balconies), including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building restrooms and all Common Areas (collectively, the “Building Structure”), and the base building mechanical, electrical, life safety, plumbing, sprinkler and HVAC facilities installed or furnished by Landlord (but specifically excluding therefrom any HVAC facilities which exclusively serve the Premises which shall be the sole responsibility of Tenant) (collectively, the “Building Systems”). Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of (i) Tenant’s use of the Premises in violation of this Lease, (ii) any Alterations constructed by or for Tenant’s benefit or (iii) subject to Article 11, due to damage caused by Tenant. Tenant shall, at Tenant’s own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixturesfixtures and furnishings therein, furnishings, and all systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere any HVAC facilities which exclusively serving the Premises, and the floor or floors of the Building on which serve the Premises are located(collectively, the “Maintenance Items”), in good order, repair and condition at all times during the Lease Term. Tenant shall be permitted access to the roof of the Building in order to repair and maintain the existing HVAC facilities exclusively serving the Premises, provided that Tenant shall be solely responsible for any damage caused to the roof in connection therewith. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval and satisfaction of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises Premises, Building or Project caused by or in connection with Tenant’s use thereof, the use of Tenant’s agents or employees, or the removal of any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, movable partitions or permanent improvements or additions, including repairing the floor and patching and painting the walls where required by Landlord to Landlord’s reasonable satisfaction and to replace or repair all damaged, broken, or worn fixtures and appurtenancesappurtenances and/or Maintenance Items, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant or damage resulting from casualty, which shall be governed by Article 11 of this Lease. In addition, Tenant covenants and agrees that Tenant shall, at Tenant’s sole cost, maintain all Maintenance Items in accordance with specifications set forth in their respective then currently updated operating manuals and shall, upon request from Landlord, provide certifications or other documentation acceptable to Landlord that the such Maintenance Items have been and are being maintained to such operating manual specifications; provided however, that, at Landlord’s option, or if Tenant fails to make such repairsrepairs and/or maintain any Maintenance Items as required herein, beyond the expiration of any applicable notice and cure periods expressly set forth in this Lease, Landlord maymay (subject to Article 27), but need not, make such repairs and replacementsexercise its rights in accordance with Article 26, below, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from in connection therewith (in addition to Tenant’s reimbursement obligation under Section 26.1). Tenant hereby waives the right to make repairs at Landlord’s involvementexpense under the provisions of any laws permitting repairs by a tenant at the expense of Landlord to the extent allowed by law, which percentage shall not exceed 15% of the cost, with in that Landlord and Tenant have by this Lease made specific provision for such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), have defined their respective obligations relating thereto and Tenant shall secure, pay for, expressly waives any and keep in force contracts with appropriate all rights under and reputable service companies reasonably approved by Landlord providing for the regular maintenance benefits of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation subsection 1 of Section 1932 and roof (including roof membrane) Sections 1941 and 1942 of the BuildingCalifornia Civil Code or under any similar law, the structural portions of the floors of the Buildingstatute, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence ordinance now or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible hereafter in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeeffect.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, Base Building restrooms and all Common Areas (collectively, the “Building Structure”), and the Base Building mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord (collectively, the “Building Systems”). Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems, except to the extent required because of Tenant’s use of the Premises for other than normal and customary business office operations. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for (a) damage caused by ordinary wear and tear or beyond the reasonable control of Tenant, (b) damage caused by fire or other casualty (which damage caused by fire or other casualty shall be governed by the terms of Article 11 of this Lease), (c) damage caused by the negligence or willful misconduct of Landlord or the Landlord Parties, and (d) damage that Landlord is required to repair or that results from Landlord’s breach of its obligations under this Lease; provided provided, however, that, if Tenant fails Landlord shall have the exclusive right, at Landlord’s option, but not the obligation, to make such repairsrepairs and replacements at Tenant’s sole cost and expense. In the event that Landlord elects to make any such repair, Landlord mayhereby agrees that (1) the cost to Tenant of such repair shall be reasonably priced vis-à-vis the cost to Tenant if Tenant had contracted directly for such repair with another qualified contractor approved by Landlord, but need not, and (2) the time period required to complete such repair shall not be materially longer than the time period required to complete such repair had Tenant contracted directly for such repair with a qualified contractor approved by Landlord. In the event Landlord does not elect to make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with then such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heatingperformed by a contractor (and subcontractors, ventilating as necessary) retained by Tenant and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for to perform work at the regular maintenance of such systems. Notwithstanding the foregoingProject, provided that Landlord shall be responsible have the right to require the use of designated contractors or vendors with respect to work on the Building Structure or Building Systems (the “Major Trades”). Such contractor(s) shall follow Landlord’s reasonable and non-discriminatory construction administration procedures and utilize the standard specifications and details for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (all as promulgated by Landlord from time to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewithtime. Subject to the terms of Section 19.5 and Article 27, 27 of this Lease below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallTenant, at its expense, shall perform all maintenance and repairs (including replacements) to the Premises that are not Landlord’s express responsibility hereunder, and shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s own expense, keep maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusivelySection 23), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord may at its option, or shall on Tenant’s request, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall pay Landlord, upon demand, the actual cost of such work plus a coordination fee equal to 5% of such cost (and if Landlord’s employees or management personnel perform such work, no other overhead fee or profit percentage will be responsible for repairs charged). Landlord shall perform all maintenance and repairs, at Landlord’s sole cost, or subject to reimbursement of Expenses pursuant to Section 4 of this Lease, as appropriate, to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas, to a standard consistent with first-class office buildings. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Tenant shallExcept as otherwise provided in Article 7, at Tenant’s own expenseLandlord shall maintain, keep repair and replace the Premisesstructural elements of the Building, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing the roof, structural walls (if any), ceiling slabs (if any), floors, footings and foundation (collectively, the “Structural Elements”) as necessary to keep such elements in good condition and repair. Landlord shall also be responsible for (or shall cause such appropriate party in connection with Park areas beyond the Lot to be responsible for) (i) all exterior maintenance, repairs and replacements necessary to keep in good condition and working order all common areas of the Park, and the trees, shrubs, plants, landscaping, parking areas, driveways and walkways on the Lot or elsewhere in the Park, including but not limited to, all lighting and other fixtures and equipment serving such as dishwashersparking areas, garbage disposalsdriveways and walkways, (ii) providing the services and performing the maintenance work set forth in Section 4.2 and Article 7 hereof, and insta-hot dispensers), or elsewhere exclusively serving the Premisesin Exhibit “D” attached hereto, and (iii) performing necessary repairs and replacements to maintain the floor or floors watertight integrity of the Building on which Building, including but not limited to the Premises are locatedroof, in good orderexterior wall, windows and skylights. Landlord shall also maintain, repair and replace the HVAC, life/safety, plumbing, electrical and mechanical equipment in the Building, such that it shall be in good operating condition at all times during throughout the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval Landlord shall make all of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant necessary to maintain the foregoing in good working order comparable other first class buildings in the Boston northwest suburban area and in compliance with all laws and this Lease and all costs and expenses under this Section 5.1.3 shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (constitute Landlord’s Operating Costs to the extent serving Tenant exclusively)included therein pursuant to the provisions of Section 4.2, and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, except that Landlord shall be responsible for repairs at its sole cost and expense without pass-through to the exterior walls, foundation and roof Tenant (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to caused by the negligence or willful misconduct of Tenant, Landlord in which case the same shall nevertheless make such repairs be at Tenant’s cost and expense, orsubject to Section 10.13), to repair, maintain and replace throughout the Term the Structural Elements (other than the roof membrane, for which the costs of repair, maintenance and replacement may be included in Landlord’s Operating Costs to the extent permitted under Section 4.2). All other routine and ordinary repairs and maintenance reasonably required within the Premises, except as specifically otherwise provided for herein, shall be the responsibility of Tenant. In the event that Tenant gives notice to Landlord of a condition which Tenant believes requires Landlord’s repairs or a condition which, if covered by left uncorrected, will necessitate Landlord’s insurancerepair (provided that Landlord’s repair and maintenance obligations shall not be subject to receipt of notice from Tenant thereof), Tenant shall only be obligated to pay any deductible then, in connection therewith. Subject to accordance with the terms of Article 27, belowthis Section 5.1.3, Landlord mayshall respond promptly to investigate such condition, but and, if such repairs are Landlord’s obligation hereunder, Landlord shall not be required tocommence promptly to repair same and to diligently complete said repair. Tenant agrees during the Term to provide Landlord notice as soon as reasonably possible of any condition within the Premises, enter of which Tenant has actual knowledge, which might require, or if left uncorrected will necessitate, Landlord’s repair pursuant to this Section 5.1.3. Tenant shall have the Premises right to require, at all reasonable times and upon with reasonable prior notice advance notice, a representative of Landlord to make such repairs, alterations, improvements or additions to inspect the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord for repairs which may be required to do by governmental or quasi-governmental authority or court order or decreethe responsibility of Landlord.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving the Premises, and the floor whether located inside or floors outside of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of LandlordPremises, and within any reasonable period of time specified whenever and by Landlord, promptly whomever installed or paid for; and adequately repair (c) all damage to the Premises Lines (defined in Section 23) and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemstrade fixtures. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Tenant shallSubject to Section 11, Tenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, and keep the Premises in as good condition and repair as existed when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear and repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and repair obligations shall include (a) all leasehold improvements in the Premises, whenever and by whomever installed or paid for, including all improvementsany Tenant Improvements, fixtures, furnishingsany Alterations (defined in Section 7.2), and systems any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and equipment therein air conditioning units, kitchens (includingincluding hot water heaters, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving Tenant, whether located inside or outside of the Premises, and the floor whenever and by whomever installed or floors of the Building on which the Premises are located, paid for; and (c) all Lines (defined in good order, repair Section 23) and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemstrade fixtures. Notwithstanding the foregoing, Landlord may, at its option, perform such maintenance and repairs on Tenant’s behalf, in which case Tenant shall be responsible for pay Landlord, upon demand, the cost of such work plus a coordination fee equal to 10% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof and exterior walls, foundation walls and roof (including roof membrane) windows of the Building, (ii) the Base Building, and (iii) the Common Areas. As used herein, “Base Building” means the structural portions of the floors Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the Building in general, whether located inside or outside of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. (a) Tenant shallhas leased the Demised Premises after a full and complete examination thereof, and Tenant accepts the same “AS IS” in the physical condition or state in which the Demised Premises now are without any representation or warranty, express or implied in fact or by law, by Landlord and without recourse to Landlord as to the physical nature, condition, zoning or other Legal Requirements or usability thereof, and Landlord shall have no obligation to do any work or make any installation, repair or alteration of any kind to or in respect thereof, other than as may be expressly set forth in this Paragraph and Exhibit “B” hereof. Landlord shall be liable for any latent, patent, or any other defects in the Demised Premises. Landlord shall not be required to make any repairs or improvements of any kind upon or to the Demised Premises, except for necessary repairs to the foundations, downspouts, gutters and roof thereof and structural repairs to the exterior and interior of the building (excluding the storefront, the interior of all walls, exterior and interior of all windows, plate glass, showcases, doors, door frames and bucks) of which the Demised Premises form a part and the sewer and water lines servicing the Demised Premises that are located outside of the Demised Premises. (b) Subject to the provisions of subparagraph (a) of this Paragraph, Tenant agrees, at Tenant’s 's own cost and expense, to keep and maintain the PremisesDemised Premises and each and every part thereof in good repair, including order and condition and to make all improvements, fixtures, furnishingsrepairs and replacements thereto, and systems to the fixtures and equipment therein and the appurtenances thereto, including, without limiting, the generality of the foregoing, all of Tenant's Alterations, the exterior and interior windows and window frames, doors and door frames, entrances, store fronts, including store front metal work, signs, showcases, floor coverings, interior walls, partitions and the lighting, electrical, heating, air-conditioning, plumbing, sprinkler and sewerage systems, equipment, fixtures and facilities within the Demised Premises, and the escalators and elevators therein, if any, and the floor slab and that portion of any pipes, lines, duets, wires or conduits installed by Tenant contained under, above or within, and serving, the Demised Premises. Tenant shall keep and maintain the Demised Premises in a first-class and attractive condition throughout the Lease Term. Tenant shall replace all damaged or broken glass and other glass, including Vitrolite and structural glass, with glass of equal quality to that broken or damaged. Tenant shall provide regular maintenance and service (includingfor example, without limitation, plumbing fixtures and equipment such as dishwashersregular filter changes, garbage disposalsfan belt replacement, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject etc.) to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems equipment in the Demised Premises. At all times during the Term, Tenant shall have a maintenance and utility services service contract in effect for the HVAC system with a reputable and licensed HVAC contractor. Within thirty (30) days after the date Landlord delivers possession of the Demised Premises to Tenant and upon renewals of such contract, not less than twenty (20) days prior to the expiration of the contract, Tenant shall submit to Landlord a copy of Tenant's HVAC contract. (c) Notwithstanding anything contained herein to the contrary, it is hereby mutually understood and agreed hereto that if, during the first three (3) months following the date Landlord delivers possession of the Demised Premises to Tenant,: (i) the HVAC system serving the Demised Premises from fails to operate, (ii) Tenant has maintained continuously a maintenance and service contract for the Building connection point HVAC system in accordance with the terms of the Lease and such contract provides at a minimum maintenance and service at least two times per year, (iii) the failure is not due to the Premises (to the extent serving Tenant exclusively)an act or omission of Tenant, its agents, contractors or employees, and (iv) Tenant shall securegives Landlord notice of the HVAC failure to operate, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for then provided all of the regular maintenance of such systems. Notwithstanding the foregoingconditions above are satisfied, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) any such repair and/or replacement of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeHVAC system.

Repairs. (a) Landlord shall maintain and keep in good repair, condition (consistent with Comparable Buildings) and operating order as part of Basic Services the structural portions of the Building, including the foundation, floor ceiling slabs, roof, curtain wall, sewer and water mains, exterior glass, glazing and mullions, exterior doors, columns, beams, shafts (including elevator shafts), stairs (other than internal stairwells installed by Tenant, if any), parking areas, stairwells (excluding internal stairwells installed by Tenant), escalators, elevator cabs, plazas, pavement, sidewalks, curbs, entrances (other than the entrances to a particular tenant’s premises), Common Area landscaping, men’s and women’s restrooms, Building mechanical, electrical and telephone closets and all Common Areas and the base building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems (including all plumbing connected to said facilities or systems) and other building systems and equipment which were not constructed by, and are not for the exclusive use of, Tenant. The foregoing notwithstanding: (i) Landlord shall not be required to repair damage to any of the foregoing to the extent caused by the negligence or willful misconduct of Tenant shallor it agents, at employees or contractors, unless and except to the extent such damage is covered by insurance carried or required to be carried by Landlord hereunder; and (ii) the obligations of Landlord pertaining to damage or destruction by casualty shall be governed by the provisions of Paragraph 9. Landlord shall have the right but not the obligation to undertake work of repair that Tenant is required to perform under this Lease and that Tenant fails or refuses to perform within applicable notice and cure periods. All actual out of pocket costs incurred by Landlord in performing any such repair for the account of Tenant, plus an administrative fee equal to ten percent (10%) of such costs, shall be repaid by Tenant to Landlord within thirty (30) days of following demand. Except as expressly provided in Paragraph 9 of this Lease, there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s own expensebusiness arising from the making of any repairs, keep alterations or improvements in or to any portion of the Premises, the Building or the Project. Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect (including all improvements, fixtures, furnishings, the provisions of California Civil Code Section 1942 and systems and equipment therein any successive sections or statutes of a similar nature). Landlord may install certain exterior clamshell or hangar doors (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and “Exterior Window/Door”) on the floor or floors exterior walls of the Building on which that can be opened from the interior of the Building. Such Exterior Window/Doors may be installed in one or more spaces leased to tenants of the Building. In the event the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitationcontains an Exterior Window/Door, Tenant shall be responsible for heating, ventilating use commercially reasonable efforts to use and airoperate such Exterior Window/Door in accordance with the reasonable non-conditioning systems discriminatory rules and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved regulations adopted by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoingExterior Window/Doors from time to time; provided, however, Landlord shall be responsible for the repair and maintenance of the Exterior Window/Door (and Tenant shall pay for such repair and maintenance costs to the extent such repairs or maintenance are due to Tenant’s misuse of such Exterior Window/Doors) and for insuring the same except as otherwise specifically provided herein. At all times outside of Business Hours (as defined in Paragraph 7(c)) and during any inclement weather, Tenant shall close such Exterior Window/Doors that are located in its Premises. (b) Tenant, at its expense, (1) shall keep the non-structural interior portions of the Premises and all fixtures contained therein in good repair, condition (consistent with Comparable Buildings) and operating order, and (ii) shall bear the cost of maintenance and repair, by contractors reasonably approved by Landlord (which approval shall not be unreasonably withheld and shall be granted within fifteen (15) business days), of all facilities which are not expressly required to be maintained or repaired by Landlord and which are located in the Premises, including, without limitation, non-base building lavatory (if any exclusively serve the Premises), non-base building shower (if any exclusively serve the Premises), non-base building toilet (if any exclusively serve the Premises), non-base building wash basin (if any exclusively serve the Premises) and kitchen facilities, and supplemental heating and air conditioning systems installed by Tenant or any sublessee or assignee of Tenant (including all plumbing connected to said facilities or systems installed by or on behalf of Tenant). Tenant shall make all repairs to the exterior wallsPremises with replacements of any materials to be made by use of materials of consistent or better quality. Tenant shall do all decorating, foundation remodeling, alteration and roof (including roof membrane) painting required by Tenant during the Lease Term. Tenant shall pay for the cost of any repairs to the BuildingPremises, the structural portions of Building or the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the Project made necessary by any negligence or willful misconduct of Tenant; providedTenant or any of its assignees, howeversubtenants, that if such repairs are due employees or their respective agents, representatives, contractors, unless and except to the negligence extent such damage is covered by insurance carried or willful misconduct of Tenant, required to be carried by Landlord shall nevertheless hereunder. If Tenant fails to make such repairs or replacements within applicable notice and cure periods, Landlord may at its option make such repairs or replacements, and Tenant shall within thirty (30) days following demand pay Landlord for the actual out-of-pocket cost thereof, together with an administration fee equal to ten percent (10%) of such costs. (c) Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a broom-clean condition, normal wear and tear and casualty excepted, with any Alterations or Tenant Improvements required to be removed pursuant to Paragraph 4 above (and any repairs and restoration arising from such removal completed). In addition to all other rights Landlord may have, in the event Tenant does not timely remove any such fixtures, furnishings or personal property, Tenant shall be deemed to have abandoned the same, in which case Landlord may store or dispose of the same at Tenant’s expense, orappropriate the same for itself, if covered by Landlord’s insuranceand/or sell the same in its discretion but in any event, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreecompliance with applicable Laws.

Repairs. Landlord shall maintain and repair the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure, curtain wall, exterior glass and mullions. columns, beams, and shafts (including elevator shafts) (collectively, “Building Structure”) at Landlord’s expense, in good order, condition and repair. At Tenant’s expense, as a part of Operating Expenses payable by Tenant hereunder, Landlord shall maintain and repair the mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems in the Building (collectively, “Systems and Equipment”), the roof and roof membrane, and all Common Areas in good order, condition and repair. Tenant shall, at Tenant’s own expense, pursuant to the terms of this Lease, including without limitation Article 8 hereof, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are locatedlocated (other than floor slabs), in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises (including, without limitation, any glass windows broken by Tenant), and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, . Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, repairs that Tenant has failed to perform as aforesaid or any alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallSection 9.1 Except for ordinary wear and tear and except as otherwise provided in Section 9.2, at Tenant’s own expense, keep Landlord shall perform all maintenance and make all repairs and replacements to the Premises. Tenant shall pay to Landlord the actual cost (including a fee equal to five percent (5%) of actual costs for overhead and for supervision by Landlord's agent or manager (the "Supervision Fee") for (a) all maintenance, repairs and replacements within the Premises (including the Tenant Improvements), other than (i) subject to Section 14.4, repairs and replacements necessitated by the Landlord's or its agents, employees, contractors, invitees or licensees willful misconduct, gross negligence, active negligence, or negligence, excluding, however, negligent acts or omissions for which Landlord has no knowledge or is deemed to have had imputed knowledge, to the extent the cost thereof is not collectible under Tenant's insurance, or, if Tenant is not carrying all improvementsof the insurance described in Section 14.1A, fixturesto the extent such cost would not be covered by the insurance described in Section 14.1A, furnishingsif the same were in effect, and systems (ii) maintenance, repairs and equipment therein replacements to the Building Systems (includingie, without limitationthe HVAC, plumbing fixtures electrical, sprinkler, plumbing, life-safety and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), telephone systems) located within or elsewhere exclusively serving the Premises; (b) subject to Section 14.4, all repairs and replacements necessitated by damage to the Project (including the Building structure and the floor Building Systems within or floors exclusively serving the Premises) caused by the willful misconduct, gross negligence, active negligence, or negligence (excluding negligent acts or omissions for which Tenant had no knowledge or was deemed to have had imputed knowledge) of Tenant or its agents, contractors, invitees and licensees. Amounts payable by Tenant pursuant to this Section 9.1 shall be Additional Rent hereunder and payable on demand after receipt of an invoice therefor from Landlord. Landlord has no obligation and has made no promise to maintain, alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof, except as specifically set forth in this Lease. In no event shall Landlord have any obligation to maintain, repair or replace any furniture, furnishings, fixtures or personal property of Tenant. Tenant hereby waives the provisions of California Civil Code Sections 1932(1), 1941 and 1942 and of any similar law, statute or ordinance now or hereafter in effect. Section 9.2 Tenant shall keep the Premises (including the Tenant Improvements) in good order and in a safe, neat and clean condition. No representations respecting the condition of the Premises or the Building on which or the Premises are located, other portions of the Project have been made by Landlord to Tenant except as specifically set forth in good order, repair and condition at all times during the Lease Termthis Lease. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject Except as provided in Section 10.1 or specifically consented to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately Tenant shall not perform any maintenance or repair all damage work or make any replacement in or to the Premises (including the Tenant Improvements) but rather shall promptly notify Landlord of the need for such maintenance, repair or replacement so that Landlord may proceed to perform the same pursuant to the provisions of Section 9. 1. In the event Landlord specifically consents to the performance of any maintenance or the making of any repairs or replacements by Tenant and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make promptly commence and diligently pursue the performance of such repairsmaintenance or the making of such repairs or replacements, Landlord maythen Landlord, but need notat its option, may perform such maintenance or make such repairs and replacements, and Tenant shall pay Landlord reimburse Landlord, on demand after Tenant receives an invoice therefor, the cost thereof, including a percentage of the reasonable cost thereof (plus the Supervision Fee". Section 9.3 All repairs made by Tenant pursuant to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant Section 9.2 shall be responsible for heating, ventilating performed in a good and air-conditioning systems workmanlike manner by contractors or other repair personnel selected by Tenant and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep approved in force contracts with appropriate and reputable service companies reasonably approved advance in writing by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of TenantLandlord; provided, however, that if neither Tenant nor its contractors or repair personnel shall be permitted to do any work affecting the Building Systems. In no event shall such work be done for Landlord's account or in a manner which allows any liens to be filed in violation of Article 11. To the extent any repairs are due involve the making of alterations to the negligence or willful misconduct Premises, Tenant shall comply with the provisions of Article 10. Section 9.4 Subject to the other provisions of this Lease imposing obligations regarding repair upon Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, repair all machinery and equipment necessary to provide the services of Landlord described in Article 7 (provided that Tenant shall only be obligated pay the costs of any repair to pay such systems or any deductible in connection therewith. Subject to part thereof damaged by Tenant and Tenant's employees, customers, clients, agents, licensees and invitees) and for repair of all portions of the terms Project which do not comprise a part of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice are not leased to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeothers.

Repairs. Tenant shall, at Tenant’s own expense, keep Subject to the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors provisions of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In additionSection 11, Tenant shall, at Tenant’s own its sole cost and expense, but under the supervision and subject to the prior reasonable approval of Landlordmake all needed maintenance, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage repairs to the Premises in a prompt, good and workmanlike manner, including but not limited to (i) the heating, ventilating, and air conditioning systems serving the Premises (unless Landlord, in its reasonable discretion, has notified Tenant of Landlord's desire to maintain, repair and replace such systems, in which case the cost and expense of such services shall be payable by Tenant to Landlord upon demand); (ii) the exterior and interior portion of all doors, windows, window frames, plate glass, door closures and other hardware, door frames and store fronts; (iii) all plumbing and sewage facilities within or repair serving the Premises, up to the connection to the main water or sewer line; (iv) all damaged, broken, or worn fixtures and appurtenancesequipment within or serving the Premises; (v) all electrical and gas systems within the Premises up to the connection with the main service; (vi) all sprinkler and central station reporting systems within the Premises; (vii) all interior walls, floors, ceilings and coverings thereof; (viii) any of Tenant's improvements; (ix) all repairs, replacements or alterations required by any governmental authority; (x) interior plastering, painting and water-proofing; (xi) wall and ceiling treatment; (xii) replacement of broken glass and plate glass; and (xiii) all necessary repairs and replacements of Tenant's trade fixtures required for the proper conduct and operation of Tenant's business. If Tenant shall fail to make any maintenance, repairs or replacements in and to the Premises as required in this Lease, Landlord shall have the right, but not the obligation, to enter the Premises and to make the same for and on behalf of Tenant, and all sums so expended by Landlord shall be deemed to be additional rent hereunder and payable to Landlord upon demand. This Lease does not grant any rights to light or air over property, except for damage caused over public streets kept open by public authority and signage maintained by Tenant on the exterior of the Building, which signage shall be subject to and maintained by Tenant in accordance with all governmental codes and regulations. At the termination of this Lease by lapse of time or otherwise, Tenant shall return the Premises and all fixtures and equipment therein in as good condition as when Tenant took possession, ordinary wear and tear or beyond excepted, failing which Landlord may restore the reasonable control of Tenant; provided however, that, if Tenant fails Premises to make such repairs, Landlord may, but need not, make such repairs and replacements, condition and Tenant shall pay Landlord the cost thereof. Any and all fixtures and leasehold improvements installed in the Premises by or on behalf of Tenant and all personal property, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees fixtures and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, leasehold improvements owned by Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving removed from the Premises from upon the Building connection point termination of the Term or Tenant's right to possession. Landlord shall keep the foundation and the structural soundness of the exterior walls and roof of the Premises in good repair except that Landlord shall not be required to make any repairs occasioned by the act or neglect of Tenant, its assignees, sublessees, servants, agents, employees, invitees, licensees, customers or concessionaires, or any damage caused by or as a result of Tenant's occupancy of the Premises, or any damage caused by break-in, burglary, or other similar acts in or to the Premises (Premises. In the event that maintenance, repairs or replacements to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment any part of the Building (including exterior walls and Common Areas (to roof of Building) are necessitated in whole or in part by the extent not serving Tenant exclusively)act, except to the extent that such repairs are required due to the negligence neglect, fault or willful misconduct omission of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of any duty by Tenant, Landlord shall nevertheless make its agents, servants, employees, invitees, concessionaires or customers, and such repairs at Tenant’s expensemaintenance, or, if covered repair or replacements are not reimbursed by Landlord’s insurance, Tenant shall only be obligated pay to pay any deductible in connection therewithLandlord the cost of such maintenance, repairs and replacements. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter If the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located should become in the Project as Landlord shall deem necessary or as Landlord may be need of repairs required to do be made by governmental or quasi-governmental authority or court order or decreeLandlord hereunder, Tenant shall give immediate written notice thereof to Landlord.

Repairs. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, heating, ventilation (including exhaust) and air conditioning (“HVAC”), and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, gutter, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. For the three (3) HVAC units existing at the Premises on the Rent Commencement Date which are listed on Exhibit I and which are not being replaced prior to or at the beginning of the Term (the “Existing Units”) by Landlord, Landlord at its sole cost and expense, shall be responsible for repairs or replacements to the Existing Units, not including routine maintenance or the costs of Tenant’s service agreement or damage caused by Tenant or Tenant’s employees, contractors or agents, which exceed $1,500.00 per unit per year as identified either through service calls from Tenant or as otherwise identified in the course of the preventative maintenance and/or inspections. Tenant shall notify Landlord prior to performing such repairs and Landlord shall either permit Tenant’s vendor to perform the work at Landlord’s expense or Landlord shall contract for such work to be performed. If an Existing Unit needs to be replaced during the Term of this Lease (other than as a result of the negligent or willful acts or omissions of Tenant or its agents), then Landlord shall replace such Existing Unit with a new unit, using Building standard materials, and the cost thereof shall be paid by Landlord and thereafter Tenant shall reimburse to Landlord, as Additional Rent hereunder, the annual amortization (to the extent applicable to the remaining Term or any Option Term based upon the estimated useful life of the applicable Existing Unit that was replaced) of such cost in equal monthly installments on the first day of each month during the remaining Term or any Option Term. After any Existing Unit is replaced with a new unit, Tenant shall, at Tenant’s sole expense, be responsible for all future repairs, replacement and maintenance for such replaced HVAC system for the remainder of the Term as it may be extended.

Repairs. Section 14.01. Tenant shall, at Tenant’s own expense, shall keep the Premises, including all improvements, fixtures, furnishings, Premises and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, every part thereof -------------- in good order, condition and repair and condition at all times during the Lease Term. In addition, Tenant shall, Term and at Tenant’s own 's sole cost and expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if . If Tenant fails to make such repairsrepairs promptly, Landlord mayLandlord, but need notat its option, may make such repairs and replacementsrepairs, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other on demand Landlord's actual costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with in making such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systemsrepairs. Notwithstanding the foregoing, Landlord Tenant shall be responsible for repairs have no obligation to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment maintain or repair any portion of the Building and Common Areas (to which is not part of the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of TenantPremises; provided, however, that Tenant shall reimburse Landlord for any actual costs incurred for maintenance or repair of any such portion of the Building if such repairs are due maintenance or repair is necessitated by the negligent acts or omissions of Tenant. At the end of the Term, Tenant shall surrender to Landlord the Premises and all alterations, additions and improvements thereto subject to the negligence provisions of Article 20 hereof. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, redecorate, or willful misconduct paint the Premises or any part thereof, except as specifically set forth in this lease. No representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth in this lease. (a) Subject to the other provisions of this lease imposing obligations in this respect upon Tenant, and subject to the provisions of Articles 16 and 17 hereof, Landlord shall nevertheless make such repairs at Tenant’s expenserepair, orreplace, and maintain (i) the external and structural parts of the Building, (ii) all common and public areas of the Building (including the parking garage), and (iii) the HVAC, mechanical, electrical and plumbing systems of the Building exclusive of systems, if covered any, specially installed by Landlord’s insuranceor on behalf of any tenant; provided that, Tenant shall only the HVAC, mechanical, electrical and plumbing systems of the Building to be obligated to pay any deductible in connection therewith. Subject to installed by Landlord under the terms of Article 27, below, Landlord may, but this lease or under the terms of Exhibit C hereto shall not be required todeemed to have been "specially installed by or on behalf of any tenant" for purposes of this Section 14.02 (other than the supplemental air- conditioning chiller which Landlord shall initially install for Tenant at Landlord's cost and expense, enter which chiller Tenant shall maintain and repair during the Premises at all reasonable times Term but need not replace). (b) Nothing contained in this Section 14.02 shall preclude Landlord from including in Basic Costs (pursuant to Sections 6.02 and upon reasonable prior notice 6.03) any of the costs and expenses referred to make such repairs, alterations, improvements or additions herein to the Premises or to extent the Project or to any equipment located in same are within the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreedefinition of Basic Costs.

Repairs. (a) Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, when and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), if needed or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shallwhenever requested by Landlord to do so, at Tenant’s own 's sole cost and expense, but under the supervision maintain and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair make all damage repairs to the Premises and replace every part thereof, including all interior windows and doors, to keep, maintain and preserve the Premises in good condition and repair. Tenant shall upon the expiration or repair all damagedsooner termination of the term hereof surrender the Premises to Landlord in the same condition as when received, broken, or worn fixtures and appurtenances, except for damage caused by ordinary less reasonable wear and tear and subject to any damages which are not the obligation of Tenant to repair pursuant to the provisions of this Lease. Tenant acknowledges that Landlord shall have no obligation to maintain, repair or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs replace any telecommunications or expenses arising from Landlord’s involvement, computer cabling or wiring which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving is located in the Premises from the Building connection point to or which exclusively serves the Premises (collectively, "CABLING"). Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the extent serving Premises or any part thereof and the parties hereto affirm that Landlord has made no representations to Tenant exclusively)respecting the condition of the Premises or the Building, and except as specifically herein set forth. Tenant shall secure, pay for, and keep not commit or allow any waste or damage to be committed in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for any portion of the regular maintenance of such systems. Premises or Building. (b) Notwithstanding the foregoingSubparagraph 11(a) above, Landlord shall be responsible for repairs repair and maintain in good condition the structural portions of the Building, including the roof, basic plumbing, heating, ventilating, air conditioning, exterior windows, exterior walls of the Building, exterior doors to the exterior wallsBuilding, foundation and roof (including roof membrane) all plumbing in bathrooms used in common with other tenants of the Building, landscaping of the common areas of the Building, the structural portions of the floors parking facilities of the Building, electrical systems installed or furnished by Landlord (collectively, "LANDLORD REPAIRS"), unless such maintenance and repairs are caused in part or in whole by the base building systems act, neglect, fault of or omission of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord, as additional rent, the reasonable cost of such maintenance and equipment repairs. Landlord shall not be liable for any such failure to make any such repairs or to perform any maintenance, unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Following Landlord's receipt of written notice from Tenant that a repair contemplated by this Section is required, Landlord shall use its commercially reasonable efforts to complete such repair in a timely basis as soon as possible. Except as provided in paragraph 22 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and Common Areas equipment therein. Tenant waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereinafter in effect. (c) Notwithstanding anything to the extent contrary contained in subparagraphs (a) and (b) of this paragraph 11, Tenant shall maintain and repair, at its sole cost and expense, all non-base Building facilities, if any, including kitchen facilities and heating and air conditioning systems, and all plumbing connected to said facilities or systems, installed by Tenant or on behalf of Tenant. The provisions of this paragraph shall not serving apply to the basic heating and air conditioning system provided by Landlord to all tenants of the Building. (d) Notwithstanding any other provisions of this Lease to the contrary, upon receipt of written notice (the "FIRST REPAIR NOTICE") from Tenant exclusivelythat Landlord Repairs are required, Landlord shall cause such repair to be made within a reasonable period of time given the circumstances but in no event later than thirty (30) days after it receives the First Repair Notice; provided, however, that if the repair is of such a nature that it cannot be completed within thirty (30) days (which fact shall be indicated in writing delivered to Tenant by Landlord), except then such longer time as reasonably necessary. If Landlord fails to make the extent that repair within the said time period, Tenant may give an additional notice (the "SECOND REPAIR NOTICE") to Landlord. If Landlord fails to commence thereafter such repair with five (5) days after receipt of the Second Repair Notice and thereafter diligently pursues said repair to completion, Tenant may perform such repair. All repairs are required due performed by Tenant pursuant to this Section shall be made by a qualified licensed contractor(s) with sufficient expertise in such matters and in accordance with all applicable laws, statutes and ordinances. Landlord shall reimburse Tenant for Tenant's actual costs incurred within ten (10) days after Landlord's receipt of a written demand from Tenant, which demand shall include supporting invoices. If Landlord disputes the negligence or willful misconduct need for such repair, Landlord shall deliver written notice of such disagreement to Tenant within ten (10) days after its receipt of the First Repair Notice. Notwithstanding such dispute, Tenant may cause such repair to be completed pending resolution of such dispute. The dispute shall be resolved by a mutually acceptable third party engineer, which determination shall be binding upon Landlord and Tenant; provided, however, that if such repairs are due the parties cannot agree on an engineer, then the dispute shall be resolved by arbitration pursuant to the negligence commercial arbitration rules then in effect for the American Arbitration Association ("ARBITRATION"). The losing party shall pay the costs of the engineer or willful misconduct arbitrator, whichever is applicable. If Landlord is obligated to reimburse Tenant for the actual cost of Tenantrepair and fails to do so as provided in this Section, such amount shall accrue interest at the rate of fifteen percent (15.00%) per annum until paid in full. If such amounts owing from Landlord shall nevertheless make to Tenant are not paid within thirty (30) days following the due date of such repairs at Tenant’s expense, or, if covered by Landlord’s insurancepayment, Tenant shall only have abatement rights as set forth in Section 29(f) of this Lease. (e) Landlord acknowledges that certain of the Landlord Repairs may have to be obligated made on an expedited basis due to pay any deductible a material disruption of Tenant's business operations caused by such condition, which condition shall be referred to as an "EMERGENCY CONDITION." In this regard, in connection therewiththe event an Emergency Condition relating to a Landlord Repair exists, Tenant shall deliver to Landlord, by facsimile, a written notice ("EMERGENCY NOTICE") describing such Emergency Condition. Subject The Emergency Notice shall, in ten (10) point bold typed across the top, stating "AN EMERGENCY SITUATION EXISTS AT THE PREMISES REQUIRING YOUR IMMEDIATE ATTENTION." In the event that Landlord fails to commence repair of the Emergency Condition within twenty-four (24) hours (if such situation occurs during non-business hours, Tenant shall utilize Landlord's paging system, the procedure for which shall be provided to Tenant prior to the terms of Article 27Commencement Date), belowTenant using licensed contractors which are qualified to perform such tasks in compliance with applicable laws, Landlord may, but shall not be required to, enter have the Premises at all reasonable times and upon reasonable prior notice right to make the Landlord Repairs; provided, however, such repairs, alterations, improvements or additions repairs shall be limited to the Premises or to the Project or to any equipment located in the Project as temporary remediation of such Emergency Condition and Landlord shall deem necessary or thereafter be responsible for the full repair of such condition. Landlord shall reimburse Tenant's actual expenses incurred in making such temporary remediation repairs within ten (10) days following Landlord's receipt of written demand and supporting invoices. If such repayment is not made within such ten (10) day period, such amount shall accrue interest at the rate of fifteen percent (15.00%) per annum until paid in full. If such amounts owing from Landlord to Tenant are not paid within thirty (30) days following the due date of such payment, Tenant shall have abatement rights as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeset forth in Section 29(f) of this Lease.

Repairs. (a) Tenant shall keep, maintain and preserve the Premises other than the Building Systems and Building Structure (except as otherwise specifically provided herein) in a first class condition and repair, normal wear and tear excepted, and shall, when and if needed, at Tenant’s own 's sole cost and expense, keep make all repairs to the Premises and every part thereof except as required by Landlord as specifically provided herein. In that regard, Tenant shall maintain and repair at its sole cost and expense, and with maintenance contractors approved by Landlord, all non-Base Building facilities within the Premises, including to the extent same were not part of the Base Building lavatory, shower, toilet, wash basin and kitchen facilities and HVAC systems, including all improvements, fixtures, furnishingsplumbing connected to said facilities or systems installed by or on behalf of Tenant, and systems and equipment therein (includingall Tenant Improvements. Landlord shall have no obligation to alter, without limitationremodel, plumbing fixtures and equipment such as dishwashersimprove, garbage disposalsrepair, and insta-hot dispensers), decorate or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which paint the Premises are locatedor any part thereof, except as stated in good orderSubparagraph 15(b) below. (b) Except as otherwise provided in this Lease, Landlord shall repair and condition maintain at all times during the Term of this Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Projecti) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors Base Building, including the foundation, floor/ceiling slabs, roof, curtain walls, exterior glass and mullions, columns, beams, shafts (including elevator shafts), common area stairwells, common area elevator cabs, common area escalators, common area plazas, common area art work, sculptures and washrooms, common area mechanical, electrical and telephone closets and all other Common Areas (collectively, "Building Structure"), and (ii) the mechanical, electrical, life safety, plumbing, sprinkler systems (connected to the core) of the Base Building (as opposed to any particular premises (e.g., executive washrooms) and HVAC systems (including primary and secondary loops connected to the core) ("Building Systems") in first class condition and repair and shall operate the Building as a first class Comparable Building. Notwithstanding anything in the Lease to the contrary, Tenant shall not be required to make any repair to, modification of, or addition to the Building Structure and/or the Building Systems except and to the extent of a Tenant Related Cause. Tenant may request that repairs and maintenance having a material effect on Tenant's use of the Premises be performed during non-business hours, and Landlord shall comply with such request to the extent compliance does not increase Landlord's costs (unless Tenant agrees to pay for such increased costs). All of Landlord's costs under this Subparagraph (b) shall be passed through to Tenant as an Operating Expense, unless expressly excluded in this Lease and subject to the amortization requirements. (c) In the event Tenant is prevented from using, and does not use, the Premises or any portion thereof, for five (5) consecutive business days or twelve (12) days in any twelve (12) month period ("Eligibility Period") as a result of (a) any damage or destruction to the Base Building, the Parking Area and/or the Premises, (b) any repair, maintenance or alteration performed by Landlord after the Commencement Date and required by this Lease which substantially interferes with Tenant's use of the Premises, the Parking Area and/or the Building, (c) any failure by Landlord to provide Tenant with services that Landlord is expressly required by this Lease to provide or access to the Premises, the Parking Area and/or the Building, (d) because of an eminent domain proceeding, or (e) because of the presence of Hazardous Substances in, on or around the Building, the Premises and/or the Project which could pose a health risk to occupants of the Premises, then Tenant's Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises. However, in the event that Tenant is prevented from conducting, and does not conduct, its business in any portion of the Premises for a period of time in excess of the Eligibility Period, and the base building systems and equipment remaining portion of the Building Premises is not sufficient to allow Tenant to conduct in a reasonable manner its business therein, and Common Areas (to if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the extent not serving Eligibility Period during which Tenant exclusively)is so prevented from conducting in a reasonable manner its business therein, except to the extent that such repairs are required due to Rent for the negligence or willful misconduct of Tenantentire Premises shall be abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that if the rentable area of such repairs are due reoccupied portion of the Premises bears to the negligence total rentable area of the Premises, shall be payable by Tenant from the date such business operations commence. If Tenant's right to abatement occurs because of an eminent domain taking and/or because of damage or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions destruction to the Premises or the Building or the Parking Area or Tenant's property, if expressly permitted herein, Tenant's abatement period shall continue until Tenant has been given sufficient time as reasonably determined by Landlord's contractor and sufficient access to the Project Premises, the Parking Area and/or the Building, to rebuild such portion it is required to rebuild (including the Tenant Improvements) and to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction, plus a move-in period equal to one (1) weekend. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event covered by Lease Sections 23 or 24, then the Eligibility Period shall not be applicable. (d) Unless expressly provided in this Lease, Landlord shall not be liable for any failure to make any repairs or to perform any maintenance. Except as expressly provided in this Lease, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment located therein. Tenant waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereafter in effect. Notwithstanding any provision set forth in the Project Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of the Building Structure and/or the Building Systems) to Landlord of an event or circumstance which by the express terms of this Lease requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than twenty-one (21) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional ten (10) business days' notice to Landlord specifying that Tenant is taking such required action (provided, however, that neither of such notices shall be required in the event of an emergency which threatens life or where there is imminent danger of damage to property), and if such action was required under the terms of the Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period, and Landlord does not give Tenant written notice disputing the same within such ten (10) day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses payable to third parties in taking such action plus interest thereon at the Interest Rate as defined below. If Landlord shall deem necessary fail to promptly reimburse Tenant as and when expressly provided above, and Tenant obtains a final judgment against Landlord as a result of Landlord's default in the payment thereof, then the amount of the award (which shall include interest at the Interest Rate from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or as Landlord offset and reasonable attorneys' fees and related costs) may be deducted by Tenant from the Rents next due and owing under the Lease. In the event Tenant takes such action, and such work will affect the Building Structure and/or the Building Systems, Tenant shall use only those contractors used by Landlord in the Building for work on such Building Structure or Building Systems unless such contractors are unwilling or unable to perform, or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings exercising its due care in the same manner and standards as required to do by governmental or quasi-governmental authority or court order or decreeof Landlord under this Lease.

Repairs. Landlord shall maintain in good condition and operating order and keep in good repair and condition the structural portions of the Building, including the foundation, floor/ceiling slabs, roof structure (as opposed to roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cab, men's and women's washrooms, Building mechanical, electrical and telephone closets, and all common and public areas servicing the Building, including the parking areas, landscaping and exterior Project signage (collectively, "Building Structure") and the Base Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by Tenant Parties (collectively, the "Building Systems"), the Building Common Areas and the Project Common Areas. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to repair the Building Structure and/or the Building Systems to the extent caused due to Tenant's use of the Premises for other than normal and customary business office operations, unless and to the extent such damage is covered by insurance carried or required to be carried by Landlord pursuant to Article 10 and to which the waiver of subrogation is applicable (such obligation to the extent applicable to Tenant as qualified and conditioned will hereinafter be defined as the "BS/BS Exception"). Tenant shall, at Tenant’s 's own expense, keep the non-structural elements of the Premises, including all improvements, fixtures, furnishingsequipment, interior window coverings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premisesfurnishings therein, and the floor or floors of the Building on which the Premises are is located, in good order, repair and condition at all times during the Lease Term, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception. In addition, Tenant shall, at Tenant’s 's own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, but such obligation shall not extend to the Building Structure and the Building Systems except pursuant to the BS/BS Exception, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, after written notice to Tenant and Tenant's failure to repair within five (5) business days thereafter, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, 's involvement with such repairs and replacements forthwith upon within thirty (30) days of being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice subject to the entry requirements set forth in Section 27.1 below to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder of which Tenant has failed to complete such repairs following receipt of written notice and the lapse of any applicable cure period, any such entry into the Premises by Landlord shall be performed in a manner so as not to materially interfere with Tenant's use of, or access to, the Premises; provided that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shall(a) Subject to the provisions of Paragraphs 9 and 58 of this Lease, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval full term of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoingthis lease, Landlord shall be responsible for make all structural repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively)Demised Premises, except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to those which shall have been occasioned by the negligence or willful misconduct of Tenant, its agents, contractors, employees or invitees, which repairs Landlord shall nevertheless make such at Tenant?s sole cost and expense. Structural repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only are hereby defined to be obligated repairs to pay any deductible in connection therewith. Subject the roof (but subject to the terms of Article 27Paragraph 47 hereof), belowthe roof supports, the bearing walls, foundation, the structural steel and the exterior of the Building (except for windows, doors and plate glass). Except for Landlord's obligations specifically set forth in this Paragraph 48, Tenant shall, at its own cost and expense, keep the Demised Premises in good condition, repair and appearance at all times throughout the term of this lease including, without limitation, (i) maintenance, repair and replacement of the electrical, plumbing, sprinkler (but only to the extent that such sprinkler system is in the Demised Premises or exclusively services the Demised Premises), heating, air conditioning, ventilation, life safety and all other mechanical systems (but only to the extent that such life safety and other mechanical systems are in the Demised Premises or exclusively service the Demised Premises) servicing the Demised Premises; (ii) regularly- scheduled cleaning and maintenance of the interior of the Demised Premises; and (iii) the maintenance, repair and replacement of all windows, doors and plate glass. Notwithstanding anything to the contrary contained herein, upon the expiration or sooner termination of this lease, the Building systems shall be delivered to Landlord mayin working order. Tenant shall at all times obtain and keep in full force and effect for the benefit of Landlord and Tenant with a responsible company doing business in Suffolk County reasonably approved by Landlord a service, but repair and maintenance contract with respect to the heating, ventilating and air conditioning systems servicing the Demised Premises. A copy of such contract and renewals thereof shall, upon issuance and thereafter not later than ten (10) days prior to expiration, be furnished to Landlord together with evidence of payment. Notwithstanding anything to the contrary contained herein, Tenant shall not be required toto make any repairs (whether structural or non-structural) to the extent same are necessitated by the gross negligence or willful misconduct of Landlord or its agents, enter employees or contractors. (b) If the Demised Premises shall be totally damaged or rendered wholly untenantable by fire or other casualty, and Landlord has not terminated this lease pursuant to subsection (c) of Article 9 hereof, then Landlord shall, as soon as reasonably practicable following the occurrence of the subject fire or other casualty, deliver to Tenant written notice of Landlord?s independent architect?s estimated time for restoration of the Premises. If the estimated date of completion of such restoration work (the "Estimated Date of Completion") is more than twelve (12) months, then Tenant shall have the right to terminate this lease by written notice delivered to Landlord within thirty (30) days following receipt of such written notice by Landlord. In addition, if Landlord has not completed the making of the required repairs and restored and rebuilt the Premises at all reasonable times and upon reasonable and/or access thereto prior notice to make such repairs, alterations, improvements or additions to the Premises or Estimated Date of Completion, Tenant may serve notice on Landlord of its intention to terminate this lease and, if within thirty (30) days thereafter Landlord shall not have completed the Project or to any equipment located making of the required repairs and restored and rebuilt the Premises, this lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date. In the event of the occurrence of a casualty described in the Project as first sentence of this Paragraph 48(b), provided that Landlord does not terminate this lease pursuant to subsection (c) of Article 9 hereof, Landlord shall deem necessary use commercially reasonable efforts to relocate Tenant to temporary space in a building owned by Landlord or as Landlord may be required Landlord?s affiliate, subject to do by governmental or quasi-governmental authority or court order or decreeavailability.

Repairs. Landlord shall at all times during the Lease Term maintain in good condition and operating order in a manner consistent with Comparable Buildings the structural portions of the Building, including, without limitation, the foundation, floor slabs, ceilings, roof, columns, beams, shafts, stairs, stairwells, escalators, elevators, base building restrooms and all Common Areas, including exterior landscaping (collectively, the “Building Structure”), and the “Base Building” (as that term is defined below) mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord (collectively, the “Building Systems”). Except as specifically set forth in this Lease to the contrary, Tenant shall not be required to repair the Building Structure and/or the Building Systems except to the extent required because of Tenant’s use of the Premises for other than normal and customary business office operations. Tenant shall, at Tenant▇▇▇▇▇▇’s own expense, pursuant to the terms of this Lease, including without limitation, Section 5.3 and Article 8 hereof, but subject to Landlord’s obligations in this Article 7 and to Articles 10, 11 and 13, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are locatedfurnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, subject to Articles 10, 11 and 13 Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, that if Tenant fails to make such repairs, within applicable notice and cure periods Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the ProjectProperty) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, involvement with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membrane) of the Building, the structural portions of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice on the terms set forth in Section 27.1 to make such repairs, alterations, improvements or additions to the Premises or to the Project Property or to any equipment located in the Project Property as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Landlord shall use commercially reasonable efforts to complete any required repairs in a manner which does not materially, adversely affect Tenant’s use of or access to the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Repairs. Tenant shallfrom and after the delivery date, and until the end of the Lease Term, agrees that it will be responsible, at Tenant’s own its sole cost and expense, keep for all repairs, maintenance, and replacements to the Leased Premises, including but not limited to the interior and exterior portions of all improvementsdoors, windows, plate glass; the mechanical, plumbing, heating, air conditioning, ventilating, and electrical equipment and systems; partitions and all other fixtures, furnishingsappliances, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation structural components and roof (including roof membrane) and exterior walls of the Building, all grounds, parking lots, facilities, gutters, sidewalks, curbs and other paved walkways and areas on and adjacent thereto, exterior lighting fixtures, water, sewer, gas and other utility connections, pipes and mains, and all other fixtures, machinery and equipment now or hereafter serving the structural portions same, and ▇▇▇▇▇▇ agrees to put, keep and maintain all of the floors of the Buildingforegoing in safe, sound, and the base building systems lawful order and equipment of the Building condition and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence facilities furnished or willful misconduct of installed by Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible . All work in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at shall be performed by Tenant in a good and workmanlike manner in compliance with all applicable governmental laws, codes, rules, and regulations, free of any liens for labor and materials, and subject to such reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or requirements as Landlord may impose. Landlord shall have the right to post the Premises with a notice of a non-liability in connection with any such work performed by or on behalf of Tenant. Tennant shall maintain the HVAC system, electrical system, landscaping, parking lot maintenance and snow removal, the cost of which shall be required the responsibility of Tenant. If Tenant fails to do by governmental or quasi-governmental authority or court order or decree.maintain any of these items then Landlord shall have the right to enter into a maintenance contract for the HVAC system, electrical system, landscaping, parking lot maintenance and snow removal, the cost of which shall be the responsibility of Tenant and will be added to the NNN amount owed each month. ​

Repairs. Tenant shallTenant, at Tenant’s own its expense, keep shall perform all maintenance and repairs (including replacements) to the Premises, including all improvementsand keep the Premises (excluding any structural components not installed by Tenant) in as good condition and repair as existed when Tenant took possession and as thereafter improved by Landlord and/or Tenant, except for reasonable wear and tear, damage (other than to trade fixtures, furnishings) resulting from a Casualty, and systems repairs that are Landlord’s express responsibility hereunder. Tenant’s maintenance and equipment therein repair obligations shall include (includinga) all leasehold improvements in the Premises, without limitationwhenever and by whomever installed or paid for, plumbing fixtures including any Tenant Improvements, any Alterations (defined in Section 7.2), and equipment such as any leasehold improvements installed pursuant to any prior lease, but excluding the Base Building (the “Leasehold Improvements”); (b) all supplemental heating, ventilation and air conditioning units, kitchens (including hot water heaters, dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere and plumbing) and similar facilities exclusively serving the Premises, and the floor whether located inside or floors outside of the Building on which Premises, and whenever and by whomever installed or paid for; and (c) all Lines (defined in Section 23) and trade fixtures. Notwithstanding the Premises are locatedforegoing, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at if a Default or emergency exists by reason of Tenant’s own expense, but under the supervision failure to perform such maintenance and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need notat its option, make perform such repairs and replacementswork on Tenant’s behalf, and in which case Tenant shall pay Landlord Landlord, upon demand, the cost thereof, of such work plus a coordination fee equal to 5% of such cost. Landlord shall perform all maintenance and repairs to (i) the roof (including a percentage the roof covering) and exterior walls and windows of the cost thereof Building, (to be uniformly established for ii) the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively)Base Building, and Tenant shall secure(iii) the Common Areas. As used herein, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for “Base Building” means the regular maintenance of such systems. Notwithstanding structural portions (including the foregoing, Landlord shall be responsible for repairs to the exterior walls, foundation and roof (including roof membranestructure) of the Building, together with all mechanical (including HVAC), electrical, plumbing and fire/life-safety systems serving the structural portions Building in general, whether located inside or outside of the floors of the Building, and the base building systems and equipment of the Building and Common Areas (to the extent not serving Tenant exclusively), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreePremises.

Repairs. Except to the extent that Landlord has the obligation to rebuild pursuant to Paragraph 12 hereof, Tenant shallwill, subject to Paragraph l1.A., at Tenant’s own expense, perform any maintenance, repairs and replacements of the Premises that are (i) caused by the neglect or misuse of Tenant, its employees, contractors, agents, invitees or licensees, or (ii) required to keep the Premisesfloors, including all improvementsceilings, fixtureswalls, furnishingspartitions, and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta-hot dispensers), or elsewhere exclusively serving the Premises, and the floor or floors other interior portions of the Building on Premises which are not a part of the Premises are located, Building’s shared systems in good order, repair and condition at all times during the Lease Term. In additiontenantable condition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear excepted. If the Tenant does not commence any such required maintenance, repair or beyond replacement within ten (10) days of the reasonable control request of Tenant; provided howeverLandlord to do so, thator if after such commencement, if Tenant fails does not thereafter diligently pursue same to make such repairscompletion, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof. Landlord, including a percentage of the cost thereof as an Operating Expense (to be uniformly established for except as otherwise provided in Paragraph 5), shall keep and maintain the Building and/or and its fixtures, appurtenances, systems and facilities serving the Project) sufficient Premises, in good working order, condition and repair and shall make all repairs, structural and otherwise, interior and exterior, as and when needed in or about the Building and the Premises, except for those repairs for which Tenant is responsible pursuant to reimburse Landlord for all overhead, general conditions, fees and any other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% provisions of the cost, with such repairs and replacements forthwith upon being billed for samethis Lease. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving limiting the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance generality of such systems. Notwithstanding the foregoing, Landlord shall be responsible for repairs to the repair and maintain, and if necessary, replace (1) building structure, foundation, roof, gutters, exterior wallswails, foundation window coverings, windows, and roof (including roof membrane) all other exterior and structural parts of the Building, the structural portions of the floors (ii) hails, stairways and entry ways, elevators and common passageways and all other common areas of the Building, (iii) elevator lobbies and restrooms on each floor of the base building Premises (provided Tenant has not hired its own janitorial contractor to perform such repair and maintenance), and (iv) all elements of the plumbing system, the sprinkler system, the light fixtures and electrical distribution system, the heating, ventilating and air conditioning system and any other of the Building’s shared systems located within the Premises. Nothing contained in this Paragraph 8 shall require Landlord to paint or decorate the Premises. If the Landlord does not commence any required maintenance, repair or replacement within thirty (30) days of the request of Tenant to do so (or in cases of emergency within twenty-four (24) hours after notice), or if after such commencement, Landlord does not thereafter diligently pursue same to completion, Tenant may, but need not, make such repairs and equipment replacements, and Landlord shall pay Tenant the cost thereof within ten (10) days after notice given from Tenant to Landlord specifying such costs. Except as expressly otherwise provided in this Lease, Landlord shall have no liability to Tenant by reason of any inconvenience, annoyance, interruption or injury to business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by this Lease, or required by law, to make in or to any portion of the Building and Common Areas (or the Premises, or in or to the extent not serving Tenant exclusively)fixtures, except to equipment or appurtenances of the extent Building or the Premises, provided that Landlord shall use due diligence with respect thereto. In case of repairs or changes which are made within the Premises, unless such repairs are required due to the negligence repairs, renewals or willful misconduct of improvements can be made during business hours without material interference with Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant’s business operations, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to the terms of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located replacements during non-business hours, except in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreeevent of an emergency.

Repairs. (a) The Tenant shall, at Tenant’s own expenseits cost, maintain, repair and keep the Premises, including all improvementsappurtenances, equipment and fixtures including locks, all doors, including glass doors and windows, window frames, hot water tanks, plumbing fixtures, furnishingsmetal bar grid, and systems and equipment therein (includingceiling tiles, without limitationlighting fixtures, electrical, plumbing fixtures and equipment such HVAC systems within the Premises in good order and repair as dishwashersa careful tenant would do and shall be solely responsible for landscaping, security, janitorial services, garbage disposalspickup and any service or facility needed in the course of the Tenant's business, the Landlord being responsible only to maintain and insta-hot dispensersrepair the structural elements of the Building and the Building envelope (excluding the roof to the extent of the Tenant's responsibilities set out in section 9.01(c)), at the Landlord's cost and to maintain and repair the parking areas at the Tenant's cost, unless otherwise specifically set out to the contrary in this Lease. The Tenant is responsible for damage to the Premises caused by its employees, licensees, invitees, customers or elsewhere exclusively agents. (b) Without limiting the foregoing, the Tenant shall as a careful tenant would do, at its cost, be solely responsible to maintain, repair and replace the HVAC systems serving the Premises, and covenants to enter into and comply with a contract for regular maintenance (of no less than four times per year) and the floor or floors Tenant will provide promptly upon receipt a copy of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject such quarterly maintenance reports to the Landlord and such contract will be on terms and with a service contractor reasonably satisfactory to the Landlord and the Tenant shall provide copies of such maintenance contract to the Landlord in advance of entering into same, such contract not to be terminated or amended without the Landlord's prior reasonable approval, such approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant; provided however, that, if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (not to be uniformly established for the Building and/or the Projectunreasonably withheld or delayed. (c) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement, which percentage shall not exceed 15% of the cost, with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for heating, ventilating and air-conditioning systems and utility services serving the Premises from the Building connection point to the Premises (to the extent serving Tenant exclusively), and Tenant shall secure, pay for, and keep in force contracts with appropriate and reputable service companies reasonably approved by Landlord providing for the regular maintenance of such systems. Notwithstanding limiting the foregoing, the Tenant shall as a careful tenant would do, at its cost, be solely responsible to maintain and repair the roof and the roof membrane of the Building. If the roof should need replacement before the end of the Term or any renewal, the Landlord shall be responsible for repairs to completing such replacement at its cost, provided that the exterior walls, foundation and roof (including roof membrane) Tenant shall pay as part of Operating Costs for each remaining year of the Building, the structural portions Term or any renewal a proportionate share of the floors cost of such replacement based on the replacement cost amortised over the useful life of the Buildingroof, and unless the base building systems and equipment need for replacement results from the failure of the Building and Common Areas (Tenant to properly maintain the extent not serving Tenant exclusively)roof, except to in which case the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Subject to solely responsible for the terms cost of Article 27, below, Landlord may, but shall not be required to, enter the Premises at all reasonable times and upon reasonable prior notice to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decreereplacement.