Tenant, at its sole cost and expense, shall maintain and keep the Premises, all improvements thereon, and all appurtenances thereto, including sidewalks, parking areas, curbs, roads, driveways, lighting standards, landscaping, sewers, water, gas and electrical distribution systems and facilities, drainage facilities, and all signs, both illuminated and non-illuminated that are now or hereafter on the Premises, in good condition and in a manner consistent with the Permitted Use. Tenant shall make all repairs, replacements and improvements, including all structural, roof, HVAC, plumbing and electrical repairs, replacements and improvements required, and shall keep the same free and clear from all rubbish, debris, insects, rodents and other vermin and pests. Tenant shall, no later than January 31st of each calendar year during the Term, provide to Landlord a copy of the budget for maintenance, repairs and replacements at the Premises for the preceding calendar year, as well as a detailed summary of the amounts actually expended by Tenant during such period for maintenance, repairs and replacements at the Premises. During the Term of this Lease, and in addition to the maintenance contracts required by Section 15.2 of the Lease, Tenant, at its sole cost and expense, shall hire a reputable property and building manager with experience in managing first class office and laboratory properties, which shall be subject to Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed, to manage the Building and the Project in accordance with the terms of this Lease, including this Article 17. In addition, Tenant shall, within ten (10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. All repairs made by Tenant shall be at least equal in quality to the original work, and shall be made only by a licensed, bonded contractor approved in advance by Landlord; provided, however, that such contractor need not be bonded or approved by Landlord if the non-structural alterations, repairs, additions or improvements to be performed do not exceed Twenty-Five Thousand Dollars ($25,000) in value. Landlord may impose reasonable restrictions and requirements with respect to such repairs. Tenant shall not take or omit to take any action, the taking or omission of which shall cause waste, damage or injury to the Premises. Tenant shall Indemnify Landlord from and against any and all Claims (as defined below) arising from the failure of Tenant or Tenant’s Agents to perform the covenants contained in this paragraph. “Tenant’s Agents” shall be defined to include Tenant’s officers, employees, agents, contractors, invitees, customers and subcontractors.

Tenant acknowledges and agrees that any equipment and personal property (not including Landlord fixtures and systems) currently located on or at the Premises was left there by Tenant (the “Leftover Property”). Tenant shall be solely responsible for the removing, rearranging, repairing, and maintaining of all Leftover Property. Tenant, at Tenant’s sole cost and expense, shall keep and maintain the interior non-structural portions of the Premises, including the interior and exterior of the Premises, in good, clean and safe order, condition and repair, including replacement (as necessary), including, without limitation, the following: loading docks; roll up doors and ramps; floors, subfloors and floor coverings; walls and wall coverings (excluding painting of exterior walls); doors, door frames, locks and other locking devices, windows, glass and plate glass; ceilings, skylights, and lighting systems; all plumbing, fiber optic cables, networks, electrical and mechanical equipment and systems inside or exclusively serving the Premises; all heating, ventilating and air conditioning equipment and systems inside, outside, or exclusively serving the Premises; all fixtures installed by or for Tenant at the Premises; and wiring, appliances and devices using or containing refrigerants, or otherwise attached to or part of Tenant’s trade-fixtures and/or equipment. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, # immediately replace all broken glass in the Premises with glass aesthetically satisfactory to Landlord, which glass shall be equal to or in excess of the specification and quality of the original glass, and # repair any area damaged by Tenant or any Tenant Party, including any damage caused by any roof or roof membrane penetration, whether or not such penetration was approved by Landlord. All repairs and replacements by Tenant shall be made and performed: # at Tenant’s cost and expense and at such time and in such manner as Landlord may designate, # by contractors or mechanics reasonably approved by Landlord, # so that same shall be materially equal in quality, value and utility to the original work or installation, # in a manner and using equipment and materials that will not unreasonably interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building by other tenants, and # in accordance with the Rules and Regulations and all Applicable Laws. The maintenance, repair and upkeep of any equipment, building systems or fixtures (including, but not limited to, any chilled water system, compressor system, chemical supply system (“CSS”), or wastewater discharge system) located on the Premises necessary to operate Tenant’s business, and any expenses associated with any of the foregoing, shall be the sole responsibility of Tenant.

Tenant shall not cause or permit waste, damage or injury to the Premises. It shall maintain all portions of the Premises in good condition, free of unlawful obstruction. Except for Landlord’s maintenance and repair obligations as set forth herein and in [Section 20.4] of the Lease, Tenant shall make all non-structural repairs necessary to maintain the Premises in good order and repair, including, without limitation, all glass and doors, except such repairs as are related to common facilities or utility installations for the common use of the Building (unless such repairs are required as a result of Tenant’s neglect, fault or excessive use of drainage facilities) and shall return the Premises to Landlord at the end of the term in good condition, reasonable wear and tear excepted as required by [Section 26(m)] of the Lease. Landlord shall make all structural repairs and all repairs to utility systems, provided however, that if repairs are required to systems or items within the Premises which are due to Tenant’s neglect, fault or excessive use then such repairs shall be performed by Landlord at Tenant’s sole cost and expense. Notwithstanding anything to the contrary contained herein, Tenant will repair all improvements in the Premises damaged by Tenant, its employees, agents, invitees or contractors, subject to the waiver of subrogation provision set forth in Section 16 of the Lease.

Tenant shall keep the interior of the Leased Premises and the fixtures, improvements, equipment and finishes and any alterations therein in clean, safe and sanitary condition and in good order and repair, will take good care thereof and will suffer no waste or injury thereto. Maintenance and repair of such finishes and equipment, including kitchen appliances and fixtures, showers, or supplemental air-conditioning equipment, whether installed by Tenant or by Landlord on behalf of Tenant and whether installed at Tenant's or Landlord's expense, shall be the sole responsibility of Tenant, and Landlord shall have no obligation in connection therewith.

Landlord shall Maintain the: # Building footings, foundations, structural steel columns and girders at Landlord's sole expense; # Building roof and exterior walls; # Building Systems; and # Common Areas. Costs incurred by Landlord under the foregoing [subsections (ii), (iii) and (iv)])])] will be included in Operating Expenses. If Tenant becomes aware of any condition that is Landlord's responsibility to repair, Tenant shall promptly notify Landlord of the condition.

#[[Tesla:Organization]] Responsibilities. During the Lease Term and as a [[Tesla:Organization]] Responsibility at no cost and expense to Tenant, [[Tesla:Organization]] will maintain, repair and, as necessary, replace: # the structure of the Factory (including the structural elements of the roof, the roof membrane, the slab, the foundation, structural elements of the Factory (e.g. column, beam), and exterior walls of the Factory); and # all portions of the Premises and/or Factory not required to be maintained by Tenant under this Lease including the exterior portions of the Premises (e.g. the parking areas and the driveways, alleys, landscape and grounds surrounding the Factory), the Common Areas, those items that are identified as a [[Tesla:Organization]] Responsibility in the annexed [Appendix B], and as otherwise agreed in writing by the Parties. The [[Tesla:Organization]] Responsibilities include, without limitation, items identified in [Appendix B] as a [[Tesla:Organization]] Responsibility, utility lines serving the Premises inside the Premises; floor coverings; lighting; wiring; all locks and closing devices; plate glass, all window sash, casement or frames, window cases, window frames, security grilles or similar enclosures; doors and door frames; (which may include fire alarms, sprinkler systems for fire, fire proof doors; general air conditioning systems); and all items of repair, maintenance and improvement or reconstruction as may at any time or from time to time be required with respect to the Premises by any governmental agency having jurisdiction. ​. [[Tesla:Organization]] will use Commercially Reasonable Efforts to # respond to Tenant’s request for maintenance and repairs based on Tenant’s expressed priorities; # keep Tenant informed of progress and completion of Tenant’s requested maintenance and repairs; and # coordinate with Tenant so as to not interfere with Tenant’s use of the Premises during any such maintenance and repairs.

Tenant Repairs. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, and systems and equipment within the Premises or elsewhere exclusively serving the Premises, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior reasonable approval of Landlord (with respect to repairs reasonably estimated to cost more than $1,000 per repair or any repairs affecting one or more of the Building Systems), 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 casualty; provided however, 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 management fee of five percent (5%) of such costs. Without limitation, Tenant shall be responsible for electrical, plumbing, heating, ventilating and air-conditioning systems and other utility services serving the Premises from the Building connection point to the Premises (but only to the extent any such system serves Tenant exclusively, meaning it is a system dedicated solely 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. Tenant’s obligation hereunder shall include maintenance and repair of all telecommunications wire and cabling with the Building’s network cabling exclusively serving the Premises.

Tenant Repairs. Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures, furnishings, supplemental/non-Building heating, ventilation (including exhaust) and air conditioning (which Tenant installs as part of the Tenant Improvements) (“Supplemental HVAC”), and systems and equipment therein (including, without limitation, plumbing fixtures and equipment such as dishwashers, garbage disposals, and insta‑hot dispensers), and the floor of the Building on which the Premises are located, in good order, repair and condition as received (ordinary wear and tear and casualty damage 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 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 (after notice from Landlord a reasonable opportunity to do so), 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 with such repairs and replacements forthwith upon being billed for same. Without limitation, Tenant shall be responsible for the Supplemental HVAC 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.

Maintenance by Tenant. Tenant shall keep the Premises in good, clean and habitable condition and shall at its sole cost and expense make all needed repairs and replacements, including replacement of cracked or broken glass, except for repairs and replacements required to be made by Landlord under the provisions of [Section 11.1], [Article XVIII] and [Article XIX]. Without limiting the coverage of the previous sentence, it is understood that Tenant's responsibilities therein include all items which are expressly excluded from Landlord's responsibility in [Section 11.1] above, as well as the maintenance, repair and replacement of all of the following facilities and equipment, to the extent exclusively servicing the Premises: interior lighting, fire-protection sprinkler systems, plumbing, exhaust systems, and other electrical, mechanical and electromotive installation, equipment and fixtures. In addition, Tenant's responsibilities shall also include all maintenance, repairs and replacements of ducts, conduits, pipes and wiring, and any sewer stoppage located in, under and above the Premises, regardless of when or how the defect or other cause for repair or replacement occurred or became apparent. Tenant shall give Landlord prompt written notice of any leaks or water damage and any need for repair or replacement as contemplated in this [Section 11.2], especially if such repair or replacement is necessary for maintaining health and safety (such as the fire-protection sprinkler system). If any maintenance, repairs or replacements required to be made by Tenant hereunder are not made within ten days after written notice delivered to Tenant by Landlord (or less than ten days, in the case of a situation which by its nature requires an immediate response or a response within less than ten days), Landlord may at its option perform such maintenance, repairs or replacements without liability to Tenant for any loss or damage which may result to its stock or business by reason of such maintenance, repairs or replacements; and Tenant shall pay to Landlord upon demand, as Additional Rent hereunder, the cost of such repairs plus a one-time charge in an amount equal to ten percent (10%) of the cost of any such maintenance, repair or replacement, in order to compensate Landlord for its administrative and other overhead expenses. At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises broom-clean and in good condition, free of debris and of Tenant's personal property and equipment excepting reasonable wear and tear and losses required to be restored by Landlord in [Section 11.1], [Article XVIII] and [Article XIX] of this Lease, and in accordance with the Move-Out Standards set forth in Exhibit C to this Lease; and without limiting the generality of the foregoing, Tenant agrees that it shall repair all damage which may be caused to the Premises by the removal of Tenant's property; moreover, Tenant shall remove all of Tenant's signage and repair all damage caused by the installation, operation or removal of same. Any of Tenant's property not removed by Tenant from the Premises on or before the expiration of this Lease shall be deemed abandoned and Landlord may dispose of or remove such property, at its sole election, without any liability whatsoever to Tenant for damages therefor. Notwithstanding the foregoing provisions of this [Section 11.2] and subject to the provisions of [Section 11.3], to the extent Tenant requests that Landlord replace a HVAC unit serving the Premises and Landlord’s HVAC Contractor agrees that such unit must be replaced (except to the extent replacement is necessitated by Tenant's negligence or willful misconduct, in which case Tenant shall be responsible for all costs), Landlord shall pay the cost of such replacement, it being understood and agreed that the cost of said improvement or replacement shall be amortized over a term of fifteen (15) years, beginning on the first day of the calendar month after the calendar month in which the replacement occurs, which amortization shall be based upon equal payments of principal and interest over said fifteen (15) year term, and interest shall be at a rate equal to eight percent (8%) per annum. Throughout that portion of the Lease Term (as it may be extended) during which such amortization occurs, Tenant shall pay, as Additional Rent, simultaneously with its payment of each installment of Base Rent hereunder, beginning on the first day of the first calendar month after the replacement is installed, the amortized amount, including interest as specified above.

Repairs; Maintenance. Tenant shall maintain the Premises in a clean, safe, and operable condition, and shall not permit or allow any damage to any portion of the Premises. Additionally, Tenant, at its sole expense, shall repair, replace and maintain in good condition and in accordance with all Laws and the equipment manufacturer's suggested service programs, all portions of the Premises, Tenant's Off-Premises Equipment and all areas, improvements and systems exclusively serving the Premises. Tenant shall repair or replace, subject to Landlord's direction and supervision, any damage to the Building caused by a Tenant Party. If Tenant fails to make such repairs or replacements within five business days after written notice from Landlord (or such longer period as may be reasonably required provided Tenant commences to perform such required repairs or replacements within such five business-day period and proceeds diligently to completion), then Landlord may make the same at Tenant's cost. If any such damage occurs outside of the Premises, then Landlord may elect to repair such damage at Tenant's expense, rather than having Tenant repair such damage. The reasonable costs of all maintenance, repair or replacement work performed by Landlord under this Section 8 shall be paid by Tenant to Landlord within 30 days after Landlord has invoiced Tenant therefor.