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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