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4/23/13 7
<br />foundation and roof) regardless of whether such structural components are located in whole or in
<br />part within Parcel 2 and the sidewalks and landscaping adjacent to the Garage, and (ii) the Owner
<br />of Parcel 2 shall be responsible for maintenance, repair, and replacement of the following
<br />improvements within Parcel 2: Interior surfaces of structural walls and interior surfaces of
<br />ceilings, all portions of non-structural walls, floor coverings (but not foundation), all Utility
<br />Facilities serving Parcel 2, repair and replacement of interior finishes, all interior improvements,
<br />all equipment affixed to interior finishes and non-structural walls and floors and ceilings,
<br />dropped ceilings, all windows and the adjustable solar louvers in the exterior canopy.
<br />Notwithstanding the foregoing, no Owner without the prior written consent of the other Owner,
<br />shall alter or improve (or permit any Parcel User to alter or improve) all or any portion of the
<br />Owner’s Parcel in any manner that may compromise, or adversely impact or affect the other
<br />Parcel or any easements granted in this Agreement for the benefit of the Owner of the other
<br />Parcel.
<br /> 4.2 Exterior Maintenance. Each Owner agrees to maintain, as needed and at its sole
<br />cost and expense, the exterior of the improvements on its Parcel in a clean, graffiti free, visually
<br />attractive, safe and sanitary condition, all consistent with the standards of a first class project,
<br />however, as to the Parcel 2 Owner the foregoing shall not apply to the repair or replacement of
<br />any improvements that are the responsibility of the City under Section 4.1 above. The Owners
<br />shall each have the right to bring an enforcement action to bring the defaulting Owner into
<br />compliance with the requirements of this Section. The Owner of Parcel 2 agrees for itself and its
<br />successors in interest that if the improvements located on Parcel 2 are completely or partially
<br />unoccupied, it shall nonetheless: (i) maintain the windows in a clean condition, removing any
<br />graffiti or etching promptly and cleaning the windows regularly; (ii) not board up or cover the
<br />windows of the improvements located on Parcel 2; and (iii) regularly inspect such improvements
<br />and take such steps as are reasonably needed to keep the improvements from becoming an
<br />eyesore or a target for vandalism or squatters. Except as otherwise provided in Section 8, the
<br />Owner of Parcel 2 shall not modify or alter the exterior appearance of the Parcel 2 improvements
<br />without City’s prior written consent.
<br /> 4.3 Standards. Each Owner at its own cost and expense shall keep, maintain, repair,
<br />and operate the improvements located on such Owner’s Parcel which are the responsibility of
<br />such Owner to maintain pursuant to Section 4.1 or 4.2 above, whether occupied or unoccupied,
<br />in compliance with all applicable Laws and in good and clean order, operation, condition, and
<br />repair in conformity with first-class standards, in such a manner as to establish, maintain, and
<br />present, at all times, the appearance of a clean, well-painted, well-managed, and attractive
<br />property. In addition, the Owner of Parcel 2 agrees to refrain from storing boxes, files,
<br />equipment, etc. that is visible from the exterior windows. In addition, the ceiling of Parcel 2
<br />shall not be penetrated or pierced (except by heating, air conditioners and other penetrations
<br />initially installed by the City in accordance with the City Plans) nor shall there be any other
<br />modification of improvements within Parcel 1 that would materially increase the transmission of
<br />sound or vibration into any Parcel 2.
<br /> 4.4 Failure to Maintain. If any Owner (the “Failing Owner”) fails to maintain such
<br />Owner’s Parcel in accordance with this Agreement the other Owner may deliver to Failing
<br />Owner written notice of such failure, which written notice shall describe in detail the failure and
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