Common use of Compliance by Tenant Clause in Contracts

Compliance by Tenant. Except as expressly set forth in the Work Letter 12 and except as expressly provided in this Lease, Tenant shall, at Tenant's expense, comply with all 13 Legal Requirements which shall (i) impose any violation, order or duty upon Landlord or Tenant 14 arising from use of the Demised Premises for any of the Observation Deck Uses (in contrast to use for 15 customary office purposes) or any Alterations including Tenant's Work (or installations made therein 16 by or at Tenant's request or required by reason of a breach of any of Tenant's covenants or agreements 17 hereunder) or (ii) require any improvements or alterations within the Demised Premises (other than 18 alterations to or replacements of any equipment or facilities installed as part of Basic Construction, 19 the costs of which shall be Landlord's sole responsibility). Tenant shall not be required to comply 20 with any Legal Requirements for so long as Tenant shall be contesting in good faith, through 21 appropriate proceedings brought in accordance with applicable Legal Requirements, Tenant's 22 obligation to comply therewith; provided Tenant's failure to comply shall have no material adverse 23 effect on Landlord or on other tenants of the Building or shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants of the 25 Building unless Tenant agrees to pay and indemnify Landlord and such other tenants against such 26 fines. Tenant shall indemnify Landlord against any reasonable cost or expense incurred by Landlord 27 by reason of such contest by Tenant.

Compliance by Tenant. Except as expressly set forth in the Work Letter 12 and except as expressly otherwise provided in this Lease, Tenant shall, at Tenant's ’s sole cost and expense, promptly comply with all 13 Legal Requirements which shall (i) impose laws, ordinances, rules, regulations, orders and other requirements of any violationgovernment or public or quasi-public authority that are now in force or that may hereafter be in force, order with all requirements of any board of fire underwriters or duty upon Landlord other similar body now or Tenant 14 arising from hereafter constituted, and with all directions and certificates of occupancy issued pursuant to any law by any governmental agency or officer, insofar as any thereof relate to or are required by Tenant’s particular use of the Demised Premises for any of or the Observation Deck Uses (in contrast to operation, use for 15 customary office purposes) or any Alterations including Tenant's Work (or installations made therein 16 by or at Tenant's request or required by reason of a breach maintenance of any of Tenant's covenants or agreements 17 hereunder) or (ii) require any improvements or alterations within the Demised Premises (other than 18 alterations to or replacements of any personal property, trade fixtures, machinery, equipment or facilities improvements installed as part of Basic Construction, 19 by Tenant in the costs of which shall be Landlord's sole responsibility)Premises. Tenant shall not be required to comply 20 with make structural changes to the Premises or Buildings unless specifically required by the terms and conditions of this Lease or for any Legal Requirements for alteration or improvement that Tenant makes in the Premises or the Project, provided, that if structural changes are so long as required, Landlord shall make any such required structural changes upon Tenant’s request at Tenant’s expense. Tenant shall be contesting responsible for obtaining all permits required in good faithconnection with Tenant’s occupancy and use of the Premises, through 21 appropriate proceedings brought in accordance with applicable Legal Requirementsincluding certificates of occupancy, Tenant's 22 obligation ’s business license, and any permits required in connection with equipment being installed by Tenant. Tenant shall promptly pay all fines, penalties and damages that may arise out of or be imposed on Landlord or Tenant (to comply therewith; provided the extent non-payment could adversely affect Landlord) because of Tenant's ’s failure to comply with the provisions of this Section 6.2; provided, however, Tenant shall have no material adverse 23 effect obligation to pay to Landlord or otherwise any fine, penalty and/or damages that may arise out of or be imposed as the result of Tenant’s compliance with a specific direction or request by Landlord unless such direction or request by Landlord is otherwise required or permitted under the terms of this Lease. Landlord shall promptly pay all fines, penalties and damages that may arise out of or be imposed on Landlord or on other tenants Tenant (to the extent non-payment could adversely affect Tenant) because of Landlord’s failure to comply with the Building or provisions of this Lease; provided, however, Landlord shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants of the 25 Building unless Tenant agrees have no obligation to pay and indemnify to Tenant or otherwise any fine, penalty and/or damages that may arise out of or be imposed as the result of Landlord’s compliance with a specific direction or request by Tenant unless such direction or request by Tenant is otherwise required or permitted under the terms of this Lease. Landlord and such other tenants against such 26 fines. Tenant shall indemnify Landlord against any reasonable cost or expense incurred by Landlord 27 by reason of such contest by reasonably cooperate with Tenant, without delay, with regard to Tenant’s compliance with this Section 6.2.

Compliance by Tenant. Except as expressly set forth in Each party shall promptly forward to the Work Letter 12 other party any notice it receives of the violation of any law involving the Premises or the use and except as expressly provided in this Lease, occupancy by Tenant. Tenant shall, at Tenant's expense, comply with all 13 Legal Requirements which shall (i) laws that impose any violationobligation, order or duty upon on Landlord, except for any matters which are the responsibility of Landlord pursuant to Paragraph 7.3, or Tenant 14 Tenant, arising from or related to (a) the Premises, Tenant's use of the Demised Premises for any Premises, or anything done in or about the Premises; (b) the manner of the Observation Deck Uses (in contrast to use for 15 customary office purposes) or any Alterations including conduct of Tenant's Work business or operation of its installations, equipment or other property therein; (c) any cause or installations made therein 16 condition created by or at the instance of Tenant's request ; or required by reason of a (d) breach of any of Tenant's covenants or agreements 17 obligations hereunder) or (ii) require any improvements or alterations within the Demised Premises (other than 18 alterations to or replacements of any equipment or facilities installed as part of Basic Construction, 19 the costs of which shall be Landlord's sole responsibility). Tenant shall not pay all the reasonable costs, expenses, fines, penalties and damages, including reasonable attorneys' fees and costs, and court costs, which may be required to comply 20 with any Legal Requirements for so long as Tenant shall be contesting in good faith, through 21 appropriate proceedings brought in accordance with applicable Legal Requirements, Tenant's 22 obligation to comply therewith; provided imposed upon Landlord by reason of or arising out of Tenant's failure to fully and promptly comply with and observe the provisions of this paragraph. Where Tenant's compliance as required by this paragraph necessitates actions by Tenant for which another provision of this Lease requires Landlord's consent, Tenant shall have no material adverse 23 effect on obtain Landlord's consent pursuant to such other provision before taking such actions. Any delay by Landlord in granting such consent shall extend Tenant's time to comply. Any repairs or on other tenants alterations of the Building or Premises by Tenant pursuant to this paragraph shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants be subject to the provisions of the 25 Building unless Tenant agrees to pay and indemnify Landlord and such other tenants against such 26 fines. Tenant shall indemnify Landlord against any reasonable cost or expense incurred by Landlord 27 by reason of such contest by TenantArticle 8.

Compliance by Tenant. Except as expressly set forth in the Work Letter 12 and except as expressly provided in this Lease, Tenant shall(a) Tenant, at Tenant's its sole cost and expense, comply with all 13 Legal Requirements which shall (i) impose promptly comply with all present and future laws, ordinances, codes, requirements, orders, directives, rules, regulations and permits of all federal, state, county, city, and town governments, and of all other governmental authorities, agencies, departments, boards and officers, or any violationother body or bodies (each, order a “Public Authority”) which may exercise similar functions, foreseen and unforeseen, ordinary and extraordinary, applicable to the Premises or duty any part thereof or to its use, or to the operations or activities of Tenant upon the Premises, whether in force at the commencement of the term of this Lease or passed, enacted, directed, issued or amended in the future including, without limitation, Environmental Laws, whether or not such requirements are actually imposed upon Landlord or Tenant 14 arising from use of the Demised Premises for any of the Observation Deck Uses (in contrast to use for 15 customary office purposes) Tenant, and whether or any Alterations including Tenant's Work (or installations made therein 16 by or at Tenant's request or required by reason of a breach of any of Tenant's covenants or agreements 17 hereunder) or not compliance shall require structural changes and (ii) require any improvements or alterations within comply with the Demised Premises University policies listed on Exhibit CE 5 – University Policies attached to the Affiliation Agreement, as the same may be amended from time to time, and which is incorporated by reference herein (other than 18 alterations to or replacements of any equipment or facilities installed as part of Basic Constructionthe “University Policies”); provided, 19 the costs of which shall be Landlord's sole responsibility). however, that Tenant shall not be required to comply 20 with any Legal Requirements for so long as Tenant shall be contesting in good faithfuture amendments to the University Policies, through 21 appropriate proceedings brought in accordance with applicable Legal if such future amendment would cause a materially adverse economic impact on Tenant’s Net Income ((i) and (ii), collectively, the “Requirements, Tenant's 22 obligation to comply therewith; provided Tenant's failure to comply shall have no material adverse 23 effect on Landlord or on other tenants of the Building or shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants of the 25 Building unless Tenant agrees to pay and indemnify Landlord and such other tenants against such 26 fines”). Tenant shall indemnify pay all costs, expenses, liabilities, obligations, losses, damages, fines, penalties, charges, claims and demands, including, without limitation, costs associated with administrative and judicial proceedings, and reasonable fees of architects, engineers, consultants and attorneys, that may in any manner arise from or be imposed resulting from the failure of Tenant to comply with this Article or as are imposed upon Tenant by a Public Authority. Landlord against shall reasonably cooperate, without expense to Landlord, with Tenant in complying with the Requirements. (b) Tenant shall comply with the requirements of all policies of public liability, fire and all other policies of insurance maintained by Tenant with respect to the Premises. Tenant shall promptly take steps to remedy or prevent any reasonable cost violation or expense incurred attempted violation which is known to Tenant of the provisions of this Section by Landlord 27 by reason any subtenant of such contest by Tenantthe Premises, including Permitted Residents.

Compliance by Tenant. Except as expressly set forth Tenant shall, at all times during the Lease term, comply with all Environmental Laws applicable to the Leased Premises and shall not, in the Work Letter 12 use and except as expressly provided in this Leaseoccupancy of the Leased Premises, cause or contribute to, or permit or suffer any other party to cause or contribute to any Environmental Condition on or about the Leased Premises. Environmental Indemnity. Tenant shall protect, indemnify and save harmless Landlord, Agent and all of their respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant ("Tenant Contamination"). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Tenant Contamination, Tenant shallwill, at Tenant's expense, comply with by counsel reasonably approved by Landlord, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the term hereof until such time as all 13 Legal Requirements remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which shall (i) impose any violation, order occurs due to the acts or duty upon omissions of Landlord or Tenant 14 arising from use the Permitted Parties of the Demised Premises for Landlord ("Landlord Contamination"). In case any action, suit or proceeding is brought against any of the Observation Deck Uses (in contrast to use for 15 customary office purposes) or any Alterations including Tenant's Work (or installations made therein 16 by or at Tenant's request or required parties indemnified herein by reason of a breach any Landlord Contamination, Landlord will, at Landlord's expense, by counsel reasonably approved by Xxxxxx, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. During any remediation necessitated of any of Tenant's covenants or agreements 17 hereunder) or (ii) require any improvements or alterations within Landlord Contamination, the Demised Premises (other than 18 alterations rent payable hereunder shall be equitably adjusted to or replacements the extent of any equipment or facilities installed as part of Basic Construction, 19 the costs of which shall be Landlord's sole responsibility). Tenant shall not be required to comply 20 with any Legal Requirements for so long as Tenant shall be contesting in good faith, through 21 appropriate proceedings brought in accordance with applicable Legal Requirements, Tenant's 22 obligation to comply therewith; provided Tenant's failure to comply shall have no material adverse 23 effect on Landlord or on other tenants interference with Xxxxxx's use and occupancy of the Building Leased Premises. The obligations of Landlord under this Section 18.3 shall survive the expiration or shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants earlier termination of the 25 Building unless Tenant agrees to pay and indemnify Landlord and such other tenants against such 26 fines. Tenant shall indemnify Landlord against any reasonable cost or expense incurred by Landlord 27 by reason of such contest by Tenantthis Lease.

Compliance by Tenant. Except as expressly set forth in the Work Letter 12 and except as expressly provided in this Lease, (i) Tenant shall (or at Landlord's election, Landlord shall), at Tenant's expenseexpense (equal to Landlord's Charge therefor, if applicable), comply with all 13 Legal Requirements which shall (i) impose any violation, order or duty upon Landlord or Tenant 14 arising from Tenant's particular manner of use of the Demised Premises for any of the Observation Deck Uses (in contrast to use by Tenant for 15 customary office purposes) or any Alterations including Tenant's Work (or installations made therein 16 by or at Tenant's request or required by reason of a breach of any of Tenant's covenants or agreements 17 hereunder) or and (ii) Tenant shall (or at Tenant's election, Landlord shall), at Tenant's expense (equal to Landlord's Charge therefor, if applicable), comply with all Legal Requirements which shall require any improvements or alterations Alterations within the Demised Premises (other than 18 alterations to or replacements of any equipment or facilities installed as part of Basic Constructionbase Building construction, 19 the costs of which shall be Landlord's sole responsibility). Tenant shall not be required to comply 20 with any Legal Requirements for so long as Tenant shall be contesting in good faith, through 21 appropriate proceedings brought in accordance with applicable Legal Requirements, Tenant's 22 obligation to comply therewith; provided that Tenant's failure to comply shall have no material adverse 23 effect on Landlord or on other tenants of the Building or shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants of the 25 Building unless Tenant agrees to pay and indemnify indemnify, defend and hold harmless Landlord and such other tenants against such 26 fines. Tenant shall indemnify indemnify, defend and hold harmless Landlord and such other tenants against any reasonable out-of-pocket cost or expense incurred by Landlord 27 by reason of such contest by Tenant. Solely with respect to compliance with all Legal Requirements in connection with Landlord's Work, Landlord at its expense shall make any necessary improvements or Alterations in the Premises (except to the extent caused by any act or omission of Tenant and/or any of its agents, employees and/or contractors), provided that Tenant delivers Notice to Landlord of the necessity therefor no later than twelve (12) months following the Commencement Date.

Compliance by Tenant. Except as expressly set forth in Tenant shall promptly forward to Landlord any notice it receives of the Work Letter 12 violation of any law involving the Premises or its use and except as expressly provided in this Lease, occupancy by Tenant. Tenant shall, at Tenant's expense, comply with all 13 Legal Requirements which shall (i) present and future laws and requirements that impose any violationobligation, order or duty upon on Landlord (if Landlord has notified Tenant of same) or Tenant in respect of the Premises (excluding portions of the Building outside of Tenant's Premises except to the extent a Trigger Event (defined below) triggers a compliance requirement outside of Tenant's Premises), or any Fixtures, equipment or other property contained therein, provided, however, Tenant shall not be obligated to perform the obligations of Landlord set forth in SECTION 6.4 below. Tenant shall also be responsible for the cost of compliance with all laws and requirements that impose any obligation, order or duty on Landlord or Tenant 14 in respect of the Land or the Building, to the extent specifically arising from or related to: (a) Tenant's particular use of the Demised Premises for (other than normal office uses); (b) the manner of conduct of Tenant's business or operation of its installations, equipment or other property outside those of normal office use; (c) the performance of any Alterations or the installation of Tenant Supplemental Systems to the Observation Deck Uses extent involving non-standard improvements (in contrast to use for 15 customary office purposesi.e., vaults, kitchens, raised floors or internal stairways) or any Alterations including Tenant's Work other installations or improvements for other than normal office use; or (or installations made therein 16 by or at Tenant's request or required by reason of d) a breach of any of Tenant's covenants or agreements 17 hereunderobligations hereunder (each of the events and circumstances referenced in clauses (a), (b), (c) or and (iid) require any improvements or alterations within the Demised Premises (other than 18 alterations above being referred to or replacements of any equipment or facilities installed herein as part of Basic Construction, 19 the costs of which shall be Landlord's sole responsibilitya "TRIGGER EVENT"). ; and Tenant shall not be required to comply 20 with any Legal Requirements for so long as Tenant shall be contesting in good faithpay all costs, through 21 appropriate proceedings brought in accordance with applicable Legal Requirementsexpenses, Tenant's 22 obligation to comply therewith; provided fines, penalties and damages imposed upon Landlord by reason of or arising out of Tenant's failure to fully and promptly comply shall have no material adverse 23 effect on Landlord or on other tenants with and observe the provisions of the Building or shall result in any criminal or other legal 24 proceedings being brought or fines or penalties being issued against Landlord or other tenants of the 25 Building unless Tenant agrees to pay and indemnify Landlord and such other tenants against such 26 finesthis Section. Tenant shall indemnify Landlord against also be responsible for the removal or remediation of any reasonable cost or expense incurred by Landlord 27 by reason and all asbestos containing materials if the direct cause of such contest removal or remediation is the construction activities of the Tenant. Where Tenant's compliance as required by Tenantthis Section necessitates actions by Tenant for which this Lease requires Landlord's consent, Tenant shall obtain such consent before taking such actions, and Landlord's consent will not be unreasonably withheld, conditioned or delayed.