Common use of ENTRY BY LANDLORD Clause in Contracts

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have the right to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant (aexcept in the case of an Emergency) Subject to Section 15(benter the Premises to (i) inspect them; (ii) show the 8377633.2 (8383465.1) -00- Xxxxxxx Xxxxx Xxxx I Limited Partnership [Britannia Point Eden] [Pulse Biosciences, Inc.] Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last nine (9) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility (to the extent applicable pursuant to then applicable law); or (iv) repair the Premises or the Building, or for structural repairs to the Building or the Building's systems and equipment as provided under the Lease. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes. In an Emergency, Landlord or Landlord’s Representatives shall have the right to enter use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant Landlord in advance, which approval the manner hereinbefore described shall not be unreasonably withheld deemed to be a forcible or delayedunlawful entry into, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human healtha detainer of, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At Tenant from any time during which Landlord or Landlord’s Representatives are on portion of the Premises, they . Landlord shall use commercially reasonable efforts to not unreasonably interrupt or interfere minimize any interference with Xxxxxx’s Tenant's use of or access to the Premises in connection with any such entry, and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addresscomply with Tenant's reasonable security measures, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as including that Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations require that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to during any such entry is granted, such entry shall be made only with a representative of Tenant present into the Premises by Landlord (except that Xxxxxx’s consent and presence during entry shall not be required in the event of an emergency situations that pose an imminent threat to human health or safety, for in which only such notice as is reasonably practicable under the circumstances case no escort shall be required); provided, if any). In however, that in no event shall Tenant be required the unavailability of such escort at the time that Landlord is permitted to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to enter the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or delay Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s 's entry onto into the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claimas permitted hereunder. Landlord shall have the right to reasonably control the defense or settlement of hold confidential any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not information regarding Tenant’s business that it may learn as a result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choiceentry. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. Tenant shall permit Landlord and Landlord's agents to enter the Premises at all reasonable times for any of the following purposes: (a) Subject to Section 15(b)inspect the Premises, (b) to supply any services or to perform any maintenance obligations of Landlord, including the erection and maintenance of such scaffolding, canopies, fences, and props as may be required, (c) to make such improvements, replacements or additions to the Premises or the Center as Landlord deems necessary or desirable, (d) to post notices of non - responsibility, (e) to place any usual or ordinary "for sale" signs, or (e) within six (6) months prior to the expiration of this Lease, to place any usual or ordinary "for lease" signs. No such entry shall result in any rebate of rent or any liability to Tenant for any loss of occupation or quiet enjoyment of the Premises. Landlord shall give reasonable notice to Tenant prior to any entry except in an emergency or unless Tenant consents at the time of entry. If Tenant is not personally present to open and permit an entry into the Premises, at any time when for any reason an entry therein shall be necessary by reason of emergency or otherwise or permissible, Landlord or Landlord’s Representatives 's agents may enter the same by a master key, or may forcibly enter the same without rendering Landlord or such agents liable therefor, and without in any manner affecting the obligations and covenants of this Lease. Nothing herein contained, however, shall have be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the right to enter care, maintenance or repair of the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason part thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereofspecifically provided herein. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. (a) Subject to Section 15(b)Landlord, Landlord or Landlord’s Representatives the Master Lessor, the Community, the Secretary, and their respective agents shall have the right to enter the Premises at all reasonable times (upon reasonable notice except in cases of emergency or to supply service required to be provided by Landlord or Tenant hereunder) for the purpose of examining or inspecting the same, to supply janitorial services and any other service required to be provided by Landlord to Tenant hereunder or any portion thereof during normal business hours (other tenants, to show the same to prospective purchasers or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect tenants of the Premises, and make such alterations, repairs, improvements, or additions, whether structural or otherwise, to the Premises as Landlord may deem necessary or desirable, or to post and keep posted thereon notices of non-responsibility or such other notices which they may deem to CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. be proper for the protection of their interest in the Premises. In the event notice of entry is required, Tenant shall include conducting environmental tests have the right to accompany any such persons in its discretion. Subject to Tenant’s right to require an escort, such parties may enter by means of a master key without liability to Tenant except for any failure to exercise due care for Tenant’s property and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under without affecting this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant . Such parties shall not be entitled to use reasonable efforts on any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention not to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with XxxxxxTenant’s use and occupancy of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon reasonable prior notice to Tenant (awhich shall be at least 24 hours except in the case of an emergency) Subject to Section 15(b), Landlord or Landlord’s Representatives enter the Premises (and Tenant shall have the right to enter the Premises or accompany any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfareentry) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; and Tenant shall not be entitled (iii) post notices of nonresponsibility (to any abatement the extent applicable pursuant to then applicable law); or reduction of Base Rent by reason thereof(iv) alter, nor shall such entry improve or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building's systems and shall not cause equipment. Landlord may make any damage or injury to persons or property on such entries without the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15abatement of Rent, except as Tenant otherwise provided in this Lease, and may otherwise consent in writing or take such reasonable steps as may be reasonably necessary in emergency situations that pose an imminent threat required to human health or safety (for which only such notice as is reasonably practicable under accomplish the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any)stated purposes. In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Premises. Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but right to designate certain areas of the Premises as "Secured Areas" (not to exceed 1,500 square feet of space) should Tenant require such areas for the obligation, at its election and sole cost and expense, to participate fully purpose of securing certain valuable property or confidential information. Landlord shall not enter any Secured Areas except in the defense event of an emergency, or otherwise in connection with a specific request by Tenant. In connection with any Tenant Claim such entry, Landlord will comply with counsel Tenant’s reasonable safety and security requirements. Any such entries shall be performed by Landlord as expeditiously as reasonably possible and in a manner so as to minimize any interference with the conduct of its choice. LandlordTenant’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​business.

ENTRY BY LANDLORD. (a) Subject Tenant shall permit Landlord and Landlord’s Agents to Section 15(b)enter the Premises at all reasonable times with reasonable notice, except for emergencies in which case no notice shall be required, to inspect the same and to conduct tests thereon, to post notices of nonresponsibility and “For Sale” signs, to show the Premises to interested parties such as prospective lenders and purchasers, to make necessary Alterations or repairs, and to discharge Tenant’s obligations hereunder when Tenant has failed to do so within a reasonable time after written notice from Landlord. Notwithstanding the foregoing, Landlord or and Landlord’s Representatives Agents may enter the Premises at any reasonable time within nine (9) months prior to the expiration of the Lease Term, or at any time during the Lease Term hereof if Tenant is in default hereunder, to place upon the Premises ordinary “For Lease” signs and to show the Premises to prospective tenants. Tenant shall have the right to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by have a representative of Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which accompany Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while Agents on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders Any entry by Landlord or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors Agents shall be accomplished as expeditiously as reasonably possible and in a manner so as to cause as little interference to Tenant as reasonably possible. Landlord shall not access Tenant’s safes or invitees entering enter into any areas maintained by Tenant for the Premises pursuant to this Section 15 shall have the right to enter any vaultssafety and security of monies, technology securities, negotiable instruments, confidential documents, information or computer equipment roomsfiles, or other areas designated or marked by Tenant as “Restricted”similar items, “secure areas,” or similar designations without the Tenant’s prior written consent of Tenantconsent, which consent may shall not unreasonably be withheld withheld, delayed or conditioned, except for emergencies in Tenant’s reasonable discretion. If which case Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during the hours of 8:00 A.M. to 6:00 P.M. Monday through Friday, and on Saturdays from 9:00 A.M. to 1:00 P.M. with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the TermLease Term (but subject to Tenant’s right to designate in advance special security areas as set forth herein below), to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled equipment in accordance with the terms and conditions of this Lease. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Xxxxxx fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant’s use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt materially interfere with Tenant’s use of, or interfere access to, the Premises. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Xxxxxx’s use business, lost profits, any loss of occupancy or quiet enjoyment of the Premises Premises, and shall not cause any damage or injury to persons or property on other loss occasioned thereby. For each of the Premises. (b) above purposes, Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building's systems and Tenant shall not be entitled equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform after applicable notice and cure rights are provided under this Lease. Landlord may make any such entries without the abatement 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant's use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with Xxxxxx’s Tenant's use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All partiesTenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, includinglost profits, but not limited toany loss of occupancy or quiet enjoyment of the Premises, Landlordand any other loss occasioned thereby. For each of the above purposes, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any 's vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon not less than three (3) days’ prior notice to Tenant (except in the case of an emergency or with respect to regularly scheduled services) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last eighteen nine (189) months of the Lease Term, to prospective tenants; (iii) post notices of non-responsibility (to the extent applicable pursuant to then Applicable Law); or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and equipment. Notwithstanding the foregoing, if Landlord desires to enter the Premises upon less than three (3) days’ notice, Tenant shall not use good faith, diligent efforts to accommodate Landlord’s entry upon such shorter notice. Tenant shall additionally have the right to require that Landlord be entitled to accompanied by a representative of Tenant during any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute as an actual or constructive eviction or repossession, without escort for Landlord’s express intention to do personnel so long as expressed in writing. No ​ such Tenant makes a representative available at commercially reasonable times; provided, however, any entry into the BSL 3 laboratory area shall be deemed restricted to persons (i) with proper training as to Tenant’s applicable safety and security protocols, (ii) appropriate personal protective equipment as reasonably required by Tenant, and (iii) accompanied by a representative of Tenant as an eviction escort for such persons (which representative Tenant shall make available at all commercially reasonable times). Provided that Landlord employs commercially reasonable efforts to minimize interference with the conduct of Tenant. At any time during which Landlord or LandlordXxxxxx’s Representatives are on business in connection with entries into the Premises, they Landlord may make any such entries without creating a default by Landlord and shall take such reasonable steps as required to accomplish the stated purposes. In making any such entry, Landlord shall use commercially reasonable efforts to not unreasonably interrupt or interfere with follow, and cause third parties making entry at the request of Landlord to follow, Xxxxxx’s use safety and security protocols of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) which Landlord shall give Tenant has prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any)notice. In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party Premises. Landlord also shall have the rightright at any time, but not without the obligation, at its election same constituting an actual or constructive eviction and sole cost and expensewithout incurring any liability to Tenant therefor, to participate fully change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, address, number or designation by which the Premises is commonly known, provided any such change does not (A) unreasonably reduce, interfere with or deprive Tenant of access to the Premises nor compromise the safety and security protocols applicable to the laboratory areas within the Premises, or (B) reduce the rentable area (except by a de minimis amount) of the Premises. Any entry into the Premises by Landlord in the defense manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises and the Base Rent (and any other item of Rent) shall under no circumstances xxxxx while said repairs, alterations, improvements, additions or restorations are being made, by reason of loss or interruption of business of Tenant, or otherwise. If Tenant Claim with counsel of its choice. shall not be present when for any reason entry into the Premises shall be necessary or permissible, Landlord or Landlord’s liability agents, representatives, contractors or employees may enter the same without rendering Landlord or such agents liable therefor if during such entry Landlord or Landlord’s agents shall accord reasonable care under this Section 15(c) shall survive the expiration or earlier termination of circumstances to Tenant’s Property, and without in any manner affecting this Lease. ​Tenant shall, at all times during the Term, be responsible for ensuring that Landlord has any and all keys, cards, codes or other means necessary to access the Premises.

ENTRY BY LANDLORD. (aA) Subject to Section 15(b), Landlord or Landlord’s Representatives may enter the Premises at all reasonable times (and Tenant shall have the right to enter have its representatives present) so long as Landlord provides Tenant with at least twenty-four (24) hours’ prior telephonic notice thereof (except in the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant case of an Emergency Situation in advancewhich case no prior notice shall be required, which approval but Landlord shall not be unreasonably withheld or delayed, or as may be reasonably necessary endeavor in emergency situations good faith to address any condition that poses an immediate threat to human health, safety, or welfareprovide prompt oral notice) to (i) to: inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show same; exhibit the Premises same to prospective purchasers, lendersMortgagees, Ground Lessors or, during the last eighteen (18) months of the Term, prospective tenants; determine whether Tenant is complying with all of its obligations under this Lease; supply janitorial and Tenant shall not other services to be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action provided by Landlord constitute an actual to Tenant under this Lease (as to which no prior notice shall be required); and make repairs in or constructive eviction to the Building or repossessionthe Premises or improvements to the Building (and, without Landlord’s express intention if required under this Lease, to do the Premises) to the extent and in the manner permitted hereunder; provided, however, that all such work shall be done as promptly as reasonably possible and so as expressed to cause as little interference to Tenant as reasonably possible. Except in writing. No ​ the case of any Emergency Situation or as otherwise provided hereunder, any such entry shall work and services to be deemed an eviction provided by Landlord to Tenant under this Lease (other than changing of Tenant. At light bulbs and similar work) to be performed within any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use portion of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) be done outside of Regular Business Hours, unless Tenant otherwise requests. Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within have and retain a key with which to unlock all of the Premises. If Landlord intends to show doors in, on or about the Premises to any prospective purchasers(excluding Tenant’s vaults, lenders or tenants who are reasonably determined safes and similar areas designated by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required writing in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”advance), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. and Landlord shall have the right to reasonably control use reasonable means to open such doors to obtain entry to the defense or settlement Premises, and any entry to the Premises obtained by Landlord by any such means, if done in accordance with the provisions of any Tenant Claimthis Article 17 and Article 8 above (but subject to Article 23 hereof), provided that: (1) if the compromise or settlement of any Tenant Claim shall not result under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall not act as a termination of Tenant’s duties under this Lease. (B) In connection with any work performed by Landlord in the complete release Premises pursuant to this Article 17, Landlord shall (a) perform the same outside of Regular Business Hours (except in the subject Tenant Indemnified Partyevent of an Emergency Situation or as otherwise provided in this Lease), (b) clean up and, except in the compromise event of an Emergency Situation, restore (e.g., ceilings fully closed up with lighting functional) all areas being utilized for such work each morning prior to the commencement of Regular Business Hours such that there is no material interference with Tenant’s operations during Regular Business Hours resulting therefrom, and (c) promptly after the completion of its work, restore or settlement shall require repair any damage to the prior written approval Premises and any of Tenant’s property therein as may have been affected by the performance of such work to the condition existing prior to the performance of such work. If Landlord fails to make such restoration or repair within ten (10) days after written notice from Tenant, then Tenant Indemnified Party, not shall have the right to be unreasonably withheld, conditioned, or delayed; and give Landlord a second written notice containing a sentence stating “IF LANDLORD FAILS TO MAKE THE APPLICABLE RESTORATION OR REPAIR WITHIN TWO (2) no BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF, TENANT SHALL HAVE THE RIGHT TO MAKE SUCH RESTORATION OR REPAIR,” and, in the event that Landlord fails to make such compromise restoration or settlement shall include any admission of wrongdoing on the part of any repair within two (2) Business Days after Landlord’s receipt thereof (and provided Landlord has not commenced such restoration or repair within such two (2) Business Day period, or fails thereafter to diligently prosecute such restoration or repair to completion), Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, right (but not the obligation) to make such restoration and repair and to charge Landlord for the actual, at its election and sole cost and expensereasonable costs incurred by Tenant therefor by written invoice to Landlord, in which event Landlord shall pay the amount of such invoice to participate fully in the defense of any Tenant Claim with counsel of its choice. within thirty (30) days after Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​receipt thereof.

ENTRY BY LANDLORD. Landlord may, at any and all reasonable times after giving Tenant not less than twenty-four (24) hours’ prior written notice of such proposed entry (which may be given via e-mail to designated representative) for purposes other than as set forth in subpart (b) below, and except in the event of an emergency or to provide regularly-scheduled janitorial or other similar services, when no such notice shall be required, enter the Premises to (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have the right to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests same and investigations as provided under Section 28to determine whether Tenant is in compliance with its obligations hereunder, (iib) exercise its rights and/or obligations under this Leasesupply janitorial and any other service Landlord is required to provide hereunder, or (iiic) show the Premises to prospective purchasers, lenders, orpurchasers or tenants, during (d) post notices of nonresponsibility, and (e) alter, improve or repair the last eighteen (18) months Premises or any other portion of the TermProject. In connection with any such alteration, prospective tenants; improvement or repair, Landlord may erect in the Premises or elsewhere in the Project scaffolding and Tenant shall not other structures reasonably required for the work to be entitled performed. Except to any abatement or reduction of Base Rent by reason thereofthe extent provided in Paragraph 17.e., nor in no event shall such entry or action by Landlord work entitle Tenant to an abatement of rent, constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including but not limited to liability for consequential damages or loss of business or profits by Tenant. At any time during Landlord shall use good faith efforts to cause all such work to be done in such a manner as to cause as little interference to Tenant as reasonably possible without incurring additional expense. Landlord shall at all times retain a key with which Landlord or Landlord’s Representatives are on to unlock all of the doors in the Premises, they shall except Tenant’s Secured Access Areas (as defined in Paragraph 60 below),vaults and safes. If an emergency necessitates immediate access to the Premises, no prior notice will be required and Landlord may use commercially reasonable efforts whatever force is necessary to not unreasonably interrupt or interfere with Xxxxxx’s use of enter the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises shall not constitute a forcible or unlawful entry into the Premises, a detainer of the Premises, or an eviction of Tenant from the Premises, or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. (a) Subject to Section 15(b)rest of this Section, provided that ----------------- Tenant makes a representative available on at least twenty four (24) hours prior notice from Landlord, Landlord or Landlord’s Representatives shall and its Affiliates will have the right to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advanceGround Floor, which approval shall not be unreasonably withheld or delayedrooftop penthouse, or as may be reasonably necessary generator secure areas of the Premises only if accompanied by such representative, and in emergency situations such cases Landlord will comply with security procedures of Tenant, provided that they do not unreasonably interfere with the exercise of Landlord's rights under this Lease. Subject to address any condition that poses an immediate threat the foregoing and the rest of this Section, Landlord and its Affiliates at all times will have the right to human health, safety, or welfare) to (i) inspect enter the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, Landlord will retain (iior be given by Tenant) exercise its rights and/or obligations under this Lease, keys to unlock all the doors to or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on within the Premises, they shall use commercially reasonable efforts excluding doors to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises Tenant's vaults and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenantfiles. Notwithstanding the foregoing or anything herein else to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall its Affiliates will have the right to use any means necessary to enter any vaults, technology the Premises if Landlord believes there is an emergency or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such that entry is grantednecessary to prevent damage or injury or protect health, safety or property, and in such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not event Landlord will be required in emergency situations that pose an imminent threat to human health or safety, for which give only such notice as (if any) that it in good faith believes is reasonably practicable feasible under the circumstances shall and need not wait to be required, accompanied by Tenant or its employees or representatives (although these parties may still accompany Landlord if anythey are available and wish to do so). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of Such entry to the Premises and the exercise of Landlord's rights will not, under any circumstances, be deemed to be a default, a forcible or unlawful entry into or a detainer of the Premises or an eviction of Tenant from the Premises or any portion thereof, nor will it subject Landlord to any Liabilities or entitle Tenant to any compensation, abatement of rent or other rights and remedies. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. (a) Subject to Section 15(bTenant’s reasonable security requirements (which may include, in addition to other requirements, requiring each person entering the Leased Premises (i) to execute a confidentiality agreement in substantially the form attached hereto as Exhibit E, (ii) to refrain from taking any photos or video or audio recording in the Leased Premises in areas restricted by Tenant, and (iii) to be accompanied by Tenant’s representatives), Landlord or Landlord’s Representatives and its authorized representatives shall have the right upon reasonable advance written notice (which shall be not less than two (2) Business Days except in the case of emergency (in which event Landlord may give Tenant shorter notice in any manner that is reasonable under the circumstances) to enter the Leased Premises or any portion thereof during normal at all reasonable business hours (or and at such all other times as approved by Tenant in advancethe event of an emergency to the extent reasonably necessary under such circumstances): (a) for the purpose of inspecting the same or for the purpose of doing any work under Paragraph 11(c), which approval shall not be unreasonably withheld or delayed, or and may take all such action thereon as may be reasonably necessary or appropriate for any such purpose (but nothing contained in emergency situations this Lease or otherwise shall create or imply any duty upon the part of Landlord to address make any condition that poses an immediate threat to human healthsuch inspection or do any such work), safety, or welfareand (b) to (i) inspect for the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show purpose of showing the Leased Premises to prospective purchasers, lenderslenders and mortgagees and, or, during the last eighteen at any time within nine (189) months prior to the expiration of the TermTerm of this Lease, for the purpose of showing the same to prospective tenants; and Tenant shall not be entitled tenants (in each case, subject to any abatement or reduction of Base Rent by reason thereof, nor shall Tenant’s reasonable security requirements as described above). No such entry or action by Landlord shall constitute an actual or constructive eviction or repossessionof Tenant, without Landlord’s express intention to do so as expressed in writing. No ​ but any such entry shall be deemed an eviction done by Landlord in such reasonable manner as to minimize any disruption of Tenant’s business operation. At Landlord agrees to assume liability for, and to indemnify, protect, defend, save and keep harmless Tenant and its Affiliates and their respective officers, directors, employees, representatives, shareholders, members or other equity owners, from and against, any time and all Claims, whether asserted during which or after the Term, that may be suffered, imposed on or asserted against any such parties to the extent arising out of any entry to the Leased Premises by Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt its authorized representatives or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor and mortgagees for any reason other than the occurrence and continuance of Tenant, Landlord shall additionally provide Tenant the name an Event of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, thatDefault, except to the extent Landlord is prejudiced in such Claims result from any negligence or willful misconduct of Tenant or its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​representatives.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during the hours of 8:00 A.M. to 6:00 P.M. Monday through Friday, and on Saturdays from 9:00 A.M. to 1:00 P.M. with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the TermLease Term (but subject to Tenant’s right to designate in advance special security areas as set forth herein below), to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled equipment in accordance with the terms and conditions of this Lease. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Xxxxxx fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts performed in a manner so as not to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury be performed after normal business hours if reasonably practical. With respect to persons or property on the Premises. items (by) and (z) above, Landlord shall give Tenant prior notification by email at the Tenant Notice Addressuse commercially reasonable efforts to not materially interfere with Tenant’s use of, as well as any other e-mail addresses provided by Tenant to Landlord for such purposeor access to, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All partiesTenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Xxxxxx’s business, includinglost profits, but not limited toany loss of occupancy or quiet enjoyment of the Premises, Landlordand any other loss occasioned thereby. For each of the above purposes, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon reasonable prior notice to Tenant (a) Subject to Section 15(bnot less than 48 hours except in the case of an "Emergency," as defined below), Landlord or Landlord’s Representatives shall have and subject to Tenant's approval of the right to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advanceparticular visitors, contractors and service providers, which approval shall not be unreasonably withheld or delayedwithheld, conditioned, or as may delayed (provided that such prior approval shall not be required in the event of an Emergency if not reasonably necessary in emergency situations practicable), to address any condition that poses an immediate threat to human health, safety, or welfare) enter the Premises and Project to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersmortgagees or tenants (provided that with respect to prospective tenants, or, only during the last eighteen twelve (1812) months of the Lease Term, and provided that if a prospective tenantstenant is a direct competitor of Tenant, as reasonably determined by Tenant, such prospective tenant shall be accompanied by a representative of Tenant at all times, may not have more than two people present from the prospective tenant's company, and may be excluded from interior areas of the Premises as reasonably determined by Tenant), or to current or prospective mortgagees, ground or underlying lessors or insurers; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Base Building required or permitted hereunder. All such visitors (including without limitation prospective tenants specified above), contractors and service providers shall be required to execute Tenant’s standard confidentiality agreement, provided that in the event of an Emergency such visitors, contractors and service providers shall be required to execute Tenant’s standard confidentiality agreement if reasonably possible. At Tenant's option, Tenant may require that an employee of Tenant accompany any such visitors. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) take possession due to any Default by Tenant of this Lease in the manner provided herein; and (B) subject to the terms of Section 26.1, perform any covenants of Tenant shall not be entitled which Tenant fails to perform. Landlord may make any entries without the abatement or reduction of Base Rent by reason thereof(except to the extent provided in Section 19.5.2) and may take such reasonable steps as required to accomplish the stated purposes; provided, nor shall such entry or action by however, that except for Emergencies, Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts in connection with any entry not to not unreasonably interrupt or materially interfere with XxxxxxTenant’s use of the Premises and to perform the same after business hours if reasonably practical. Provided that Landlord has complied with its obligations under this Article 27, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises. For use in an Emergency only, Landlord shall at all times have a key with which to unlock all the doors in the Premises. Notwithstanding anything to the contrary set forth in this Lease, Tenant may designate certain areas of the Premises as "Secured Areas" should Tenant require such areas for the purpose of securing certain valuable property or confidential information. In connection with the foregoing, Landlord shall not cause any damage or injury to persons or property on enter such Secured Areas except in the Premises. (b) event of an Emergency. Landlord shall give Tenant prior notification only maintain or repair such Secured Areas to the extent (i) such repair or maintenance is required in order to maintain and repair the Building Structure and/or the Building Systems; (ii) as required by email at the Tenant Notice AddressApplicable Law, as well as any other e-mail addresses provided or (iii) in response to specific requests by Tenant to Landlord for such purposeand in accordance with a schedule reasonably designated by Tenant, at least two (2) business days prior subject to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any)approval. In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan Emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Partydecorations except as otherwise 760812.06/WLA375983-00004/11-2-16/ejs/ejs 51 COLORADO CENTER[2400 Broadway][Kite Pharam, not Inc.] expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choiceperformed by Landlord herein. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination For purposes of this Lease. ​, an "Emergency" shall mean a situation that threatens imminent material harm to persons or property.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon not less than one (1) day’s prior written (which may be by email) notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility (to the extent applicable pursuant to then Applicable Law); or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and equipment; provided, however, Landlord acknowledges that certain areas of the Premises contain materials and information that is confidential to Tenant, and/or are substance-controlled (each, a “Restricted Area”); in such areas, Landlord acknowledges and agrees that it will enter a Restricted Area only when accompanied by a representative of Tenant and wearing such protective garments as Tenant shall not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by require. Provided that Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use employs commercially reasonable efforts to not unreasonably interrupt or interfere minimize interference with Xxxxxxthe conduct of Tenant’s use of business in connection with entries into the Premises and shall not cause take all reasonable efforts to preserve the confidentiality of the business operations of Tenant and shall advise all Landlord Parties to do so, Landlord may make any damage or injury to persons or property on such entries without the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15abatement of Rent, except as Tenant may otherwise consent provided in writing or this Lease, and shall take such reasonable steps as may be reasonably necessary in emergency situations that pose an imminent threat required to human health or safety (for which only such notice as is reasonably practicable under accomplish the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any)stated purposes. In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises, and upon the conclusion of the emergency within five (5) business days of Tenant’s request Landlord shall provide a summary to Tenant as to the reason for its entry and those persons who entered the Premises and all actions taken. In the event Drug Enforcement Agency regulations require additional notice requirements following entry by Landlord or require restrictions on entry into the Premises, Landlord shall reasonably control cooperate with such requirements provided Tenant provides written notice and proof of such requirements to Landlord. Any entry into the defense or settlement of any Tenant Claim, provided that: (1) if Premises by Landlord in the compromise or settlement of any Tenant Claim manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​Premises.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts performed in a manner so as not to not unreasonably interrupt or interfere with XxxxxxTenant’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) be performed after normal business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be hours if reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any)practical. Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with With respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​items

ENTRY BY LANDLORD. (a) Subject to Section 15(b)Tenant's reasonable security arrangements, Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon reasonable prior Notice (which Notice shall (except in cases of emergency in which case no Notice shall be required) be at least forty-eight (48) hours' prior written notice with respect to items (iii) and (iv) below and may be forty-eight (48) hours' prior oral notice to Tenant's office manager with respect to items (i) and (ii) below) to the Tenant to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them during Business Hours; (ii) exercise its rights and/or obligations under this Leaseshow, or (iii) show during Business Hours, the Premises to prospective purchasers, lendersmortgagees or ground or underlying lessors, or, during the last eighteen (18) months of the Lease Term, prospective tenants; (iii) post notices of non-responsibility; or (iv) alter, improve or repair the Premises, the Building, or the Project if necessary to comply with current building codes or other Applicable Laws, or for structural alterations, repairs or improvements to the Building or the Project as required or permitted under the Lease. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord; and (B) subject to the terms of Section 26.1 above, perform any covenants of Tenant shall not be entitled which Tenant fails to perform. Landlord may make any such entries without the abatement or reduction of Base Rent by reason thereofRent, nor shall except as expressly provided in Section 19.5.2, above, and may take such entry or action by Landlord constitute an actual or constructive eviction or repossessionsteps as required to accomplish the stated purposes; provided, without Landlord’s express intention to do so as expressed in writing. No ​ however, that any such entry shall be deemed an eviction of accomplished as expeditiously as reasonably possible and in a manner so as to cause as little interference to Tenant as reasonably possible and shall be performed after Business Hours if reasonably practical and subject to reasonable scheduling with Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises acknowledges and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as agrees that Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations require that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to during any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to into the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, thathowever, except to that in no event shall the extent unavailability of such escort at the time that Landlord is prejudiced permitted to enter the Premises delay Landlord's entry into the Premises as permitted hereunder. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. Even in its defense of such Tenant Claimemergency situations, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit use commercially reasonable efforts to minimize any disruption to Tenant's business operations. For each of the rights of such Tenant Indemnified Party or above purposes, Landlord shall at all times have a key with which to unlock all the obligations of Landlord with respect to such Tenant Claimdoors in the Premises, excluding Tenant's vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense doors in and to the Premises; provided, however, that Landlord shall, subject to Section 10.1 of this Lease and to the extent that such damage is not covered by insurance required to be carried by Tenant under this Lease or settlement caused by any governmental agencies, repair any damage to the Premises caused by any such emergency entry into the Premises by Landlord. Notwithstanding anything to the contrary set forth in this Article 27, Tenant may designate certain areas of any the Premises as "SECURED AREAS" should Tenant Claimrequire such areas for the purpose of securing certain valuable property or confidential information, provided that: (1) if including, without limitation, the compromise or settlement data center and toy library portions of any Tenant Claim the Premises. In connection with the foregoing, Landlord shall not result enter such Secured Areas except in the complete release event of an emergency or unless Landlord is accompanied by a Tenant escort, to the extent an escort is reasonably available. Landlord need not clean any area designated by Tenant as a Secured Area and shall only maintain or repair such secured areas to the extent (i) such repair or maintenance is required in order to maintain and repair the Building Structure and/or the Building Systems; (ii) as required by Applicable Laws, or (iii) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, subject to Landlord's reasonable approval. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​Premises.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during normal Project hours with respect to items (i) and (ii) below) and upon at least one (1) business day’s prior written notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to to: (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen nine (189) months of the Lease Term, to prospective tenants; and Tenant shall not be entitled (iii) post notices of non-responsibility; or (iv) alter, improve or repair the Premises, or for alterations, repairs or improvements to the Base Building, to the extent contemplated by the TCCs of this Lease. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to: (A) perform services required of Landlord; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (1) emergencies, (2) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (3) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant’s use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which Except with respect to item (B) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with XxxxxxTenant’s use of, or access to, the Premises, and Landlord shall use commercially reasonable efforts to schedule entries into the Premises under this Article 27 with Tenant (except if not reasonably practicable in emergencies) so that Tenant, at Tenant’s option, may provide an employee or a representative of Tenant to accompany Landlord. Except as otherwise set forth in Sections 3.3 and 19.6 of this Lease, and subject to Landlord’s indemnification of Tenant under Article 10 above, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment of the Premises Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall not cause any damage or injury at all times have a key with which to persons or property on unlock all the doors in the Premises. , excluding Tenant’s vaults, safes and special security areas (bincluding the Secured Areas, as defined hereinbelow) designated in advance by Tenant. In an emergency, Landlord shall give have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Notwithstanding any provision to the contrary set forth in this Article 27, Tenant prior notification may designate, by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, delivering at least two (2) business days days’ prior-written, reasonably-detailed notice thereof to Landlord, certain reasonable areas of the Premises as “Secured Areas” should Tenant reasonably require such areas for the purpose of securing certain valuable property or confidential information. In connection with the foregoing, Landlord shall not enter such Secured Areas without an employee or a representative of Tenant to accompany Landlord, except in the event of an emergency or with Tenant’s prior written consent, or if an employee or representative of Tenant is not made available on a commercially reasonable basis. Landlord shall only maintain or repair such Secured Areas upon at least two (2) business days’ prior written notice to Tenant (except in the case of an emergency) and to the extent: (a) such repair or maintenance is required in order to maintain and repair the Building Structure and/or the Building Systems; (b) as required by Applicable Law; or (c) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, subject to Landlord’s reasonable approval. Any entry into the Premises pursuant by Landlord in the manner hereinbefore described shall not be deemed to Section 15be a forcible or unlawful entry into, except as or a detainer of, the Premises, or an actual or constructive eviction of Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on from any portion of the Premises. All partiesNo provision of this Lease shall be construed as obligating Landlord to perform any repairs, including, but not limited to, Landlord, prospective purchasers, lenders alterations or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant decorations except as otherwise expressly agreed to be a competitor of Tenant, performed by Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenantherein. Notwithstanding anything herein in this Article 27 to the contrary, any entry by Landlord hereby acknowledges and agrees under this Article 27 that neither the Landlord Indemnified Parties nor any causes all or a portion of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding be un-tenantable and unusable by Tenant, shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this the “Abatement Event” provisions of Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​3.3 above.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon at least twenty-four (a24) Subject hours prior written notice to Section 15(bTenant (or oral notice to Tenant's office manager), Landlord or Landlord’s Representatives except in the case of an Emergency in which case no prior notice shall have the right be required, to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective Mortgagees, ground or underlying lessors or insurers or, during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of non-responsibility; or (iv) perform Landlord's Repair Obligations or Modifications. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time without notice to (A) perform standard services required of Landlord, including janitorial service; (B) take possession due to an Event of Default by Tenant in the manner provided herein; and (C) subject to the terms of Section 26.1, above, perform any covenants of Tenant shall not which Xxxxxx fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as may be entitled necessary to accomplish the stated purposes; provided, however, except for Emergencies, any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed performed in an eviction expeditious manner so as not to unreasonably interfere with Xxxxxx's use of the Premises. Landlord use commercially reasonable efforts to schedule entries into the Premises under this Article 27 with Tenant (except entries under items (A) and (B), above) so that Tenant, at Tenant's option, may provide a representative to accompany Landlord. At Xxxxxxxx agrees to take no photographs of any time during which active work areas in the Premises without Xxxxxx’s prior consent and agrees that any information obtained by any entry into the Premises by Landlord or Landlord’s Representatives are on the Premisesits employees, they agents or contractors shall be kept strictly confidential. Even in an Emergency situation, Landlord shall use commercially reasonable efforts to not unreasonably interrupt minimize any disruption to Tenant’s business operations. Except as otherwise provided in this Lease, Tenant hereby waives any claims for damages or interfere for any injuries or inconvenience to or interference with Xxxxxx’s use 's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises Premises, and shall not cause any damage or injury to persons or property on other loss occasioned thereby. For each of the Premises. (b) above purposes, Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any 's vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense doors in and to the Premises; provided, however, that Landlord shall, subject to Section 10.1 of this Lease and to the extent that such damage is not covered by insurance required to be carried by Tenant under this Lease or settlement caused by any governmental agencies, repair any damage to the Premises caused by any such emergency entry into the Premises by Landlord. Notwithstanding anything to the contrary set forth in this Article 27, Tenant may designate certain areas of any the Premises as "Secured Areas" should Tenant Claimrequire such areas for the purpose of securing certain valuable property or confidential information. In connection with the foregoing, provided that: (1) if the compromise or settlement of any Tenant Claim Landlord shall not result enter such Secured Areas except in the complete release event of an Emergency or in connection with alterations to the premises of another tenant of the Building subject to Landlord’s compliance with the terms of this Article 27. Landlord shall not clean any area designated by Tenant Indemnified Partyas a Secured Area and shall only maintain or repair such secured areas to the extent (i) such repair or maintenance is required in order to maintain and repair the Building Structure and/or the Building Systems; (ii) as required by Applicable Laws, or (iii) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, subject to Landlord's reasonable approval. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditionedPremises, or delayed; and (2) no such compromise an actual or settlement shall include constructive eviction of Tenant from any admission portion of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​Premises.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) and at all times (except in the case of an emergency) accompanied by an authorized representative of Tenant and subject to Tenant's reasonable rules and regulations, to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen nine (189) months of the Lease Term, to prospective tenants; and Tenant shall not be entitled (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building as permitted or required by the terms of this Lease, or for structural alterations, repairs or improvements to the Building Structure. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord under this Lease after reasonable notice to Tenant; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform (after any applicable notice and cure periods). Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant's use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (ii) and (iii) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with Xxxxxx’s Tenant's use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinin Section 6.4, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall protect, indemnify, defend and hold harmless at all Tenant Indemnified Parties from and against any and times have a key with which to unlock all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described doors in the foregoing sentence (a “Tenant Claim”)Premises, Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to excluding Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c)'s vaults, such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced safes and special security areas designated in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​advance

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises Premises, after first checking in with Tenant’s receptionist or any portion thereof during normal business hours other representative of Tenant (if such receptionist or other representative is available at the time of such other times as approved by Tenant in advanceentry), which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building if necessary to comply with current building codes or other Applicable Laws, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant’s use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with XxxxxxTenant’s use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders Tenant hereby waives any claims for damages or tenants, may, at for any injuries or inconvenience to or interference with Tenant’s electionbusiness, be accompanied by an employee lost profits, any loss of Tenant occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon not less than forty-eight (48) hours prior written notice to Tenant (except in the case of an emergency, in which case prior notice shall not be required) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to to: (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersmortgagees or tenants (for tenants, or, only during the last eighteen six (186) months of the Lease Term), prospective tenantsor to the ground or underlying lessors; and Tenant shall not be entitled (iii) to post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building if necessary to comply with current building codes or other Applicable Laws, or for structural alterations, repairs or improvements to the Building. Notwithstanding anything to the contrary contained in this Article 22, Landlord may enter the Premises at any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossessiontime, without Landlord’s express intention notice to do so as expressed Tenant, (A) in writingemergency situations and/or (B) to perform janitorial or other recurring services required of Landlord pursuant to this Lease. No ​ Any such entry entries shall be deemed an eviction without the abatement of Tenant. At any time during which Rent, except as otherwise provided in this Lease, and shall include the right to take such reasonable steps as required to accomplish the stated purposes; provided, however, except for emergencies, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere perform any such entry in an expeditious manner so as to minimize interference with XxxxxxTenant’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) . Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant use commercially reasonable efforts to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry schedule entries into the Premises pursuant to Section 15under this Article 22 with Tenant (except entries under items (A) and (B) set forth above, except as Tenant may otherwise consent and/or in writing or as may be reasonably necessary in emergency situations the event of emergency) so that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, mayTenant, at Tenant’s electionoption, be accompanied by may provide a representative to accompany Landlord (but Landlord shall not have any obligation to wait for such Tenant representative to the extent the same is not reasonably available). Even in an employee emergency situation, Landlord shall use commercially reasonable efforts to minimize disruption to Tenant’s business operations. Except as otherwise provided in the Lease, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of Tenant occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall at all times while within have a key with which to unlock all the doors in the Premises, excluding Tenant’s vaults, safes and special security areas designated in advance by Tenant. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of TenantIn an emergency, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter without notice and use any vaultsmeans that Landlord may deem proper to open the doors in and to the Premises; provided, technology however, that Landlord shall, subject to Section 10.1 of this Lease and to the extent that such damage is not covered by insurance required to be carried by Tenant under this Lease or computer equipment roomscaused by any governmental agencies, repair any damage to the Premises caused by any such emergency entry into the Premises by Landlord. Any entry into the Premises in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or other a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. In addition, notwithstanding anything to the contrary set forth in this Article 22, Tenant may designate certain areas of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property. In connection with the foregoing, Landlord shall not enter such Secured Areas except in the event of an emergency. Landlord need not clean any area designated or marked by Tenant as “Restricted”, “secure areas,” a Secured Area and shall only maintain or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any repair such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except Secured Area to the extent Landlord (i) such repair or maintenance is prejudiced required in its defense of such Tenant Claim, order to maintain and repair the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: Building; (1ii) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditionedrequired by Applicable Laws, or delayed; (iii) in response to specific requests by Tenant and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Partyin accordance with a schedule reasonably designated by Tenant, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, subject to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​Landlords’ reasonable approval.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have the right right, subject to the provisions below, to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (ia) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28(b) determine whether Tenant is performing Tenant’s obligations hereunder, (iic) exercise its rights and/or obligations under this Leasesupply any service to be provided by Landlord, or (iiid) show the Premises to prospective purchaserspost notices of non-responsibility, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to provided that any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they undertaken so as to cause as little interference to Tenant as reasonably practicable and shall use be undertaken in a commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any)manner. Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, Any such entry shall be made only with upon not less than seventy-two (72) hours prior written notice and subject to Tenant’s security requirements, including the requirement that Landlord be accompanied at all times by a representative of Tenant present (except that Xxxxxx’s consent unless such entry is required for emergency or security purposes and presence during such prior notice is not reasonably feasible, in which event no prior notice shall be required, such entry may occur at any time and such entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access subject to Tenant’s alarm code security requirements). Landlord also specifically reserves the following rights: (i) the right to implement Government national security measures in accordance with Applicable Laws; and (ii), on behalf of Landlord, the EPA, the State of California and other entities and governmental agencies that are involved in the remediation of, or keys that are responsible to remediate, existing or future contamination on or about the Property, the right to have reasonable access to known or suspected areas of contamination or other independent means areas upon which any containment system, treatment system, monitoring system, or other environmental response action is installed or implemented, or to be installed or implemented, for the purposes of complying with Environmental Law and requirements; provided, however, that any such installation and implementation shall be undertaken so as to cause as little interference to Tenant and its Related Entities as reasonably practicable. Landlord shall cooperate with Tenant in locating any such required equipment in locations and installing and implementing such systems in a manner that is compatible with the Development Plan. Any entry to the Premises obtained by Landlord by any of such means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives and its authorized representatives shall have the right upon reasonable notice (which shall not be less than two (2) days except in the case of emergency), which notice may be given orally or in writing (including by email), to enter the Leased Premises or any portion thereof during normal at all reasonable business hours (or and at such all other times as approved by Tenant in advancethe event of an emergency): (a) for the purpose of inspecting the same or for the purpose of doing any work under Paragraph 12(c), which approval shall not be unreasonably withheld or delayed, or and may take all such action thereon as may be reasonably necessary or appropriate for any such purpose (but nothing contained in emergency situations this Lease or otherwise shall create or imply any duty upon the part of Landlord to address make any condition that poses such inspection or do any such work), and (b) for the purpose of showing the Leased Premises to prospective purchasers and mortgagees and, at any time within twelve (12) months prior to the expiration of the Term of this Lease for the purpose of showing the same to prospective tenants. For each of these purposes, Landlord may at all times have and retain a key with which to unlock all of the doors, in, upon or about the Leased Premises, excluding Tenant's vaults and safes and areas restricted by law such as areas of the pharmacy which are required to be locked and monitored. No such entry shall constitute an immediate threat eviction of Tenant, entitle Tenant to human health, safetyan abatement of Rent or to terminate this Lease, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or otherwise release Tenant from any of Tenant's obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall not be entitled to but any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction done by Landlord in such reasonable manner as to minimize any disruption of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) 's business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenantoperation. Notwithstanding anything herein to the contrary, any entry by Landlord hereby acknowledges into any portion of the Leased Premises must comply in all respects with the Health Insurance Portability and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as Accountability Act (“RestrictedHIPAA”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent ) and such persons may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted accompanied by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) representative if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​requested by Tenant.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon not less than one (1) day’s prior notice to Tenant which may be given by telephone or electronic mail (except in the case of an emergency or with respect to regularly scheduled services) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility (to the extent applicable pursuant to then Applicable Law); or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled to any abatement equipment and installing additional shafts, risers and raceways for the tenants or reduction occupants of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction the floor beneath the applicable floor of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall provided Landlord will coordinate with Tenant the locating of any such shaft, riser or raceway so as to minimize any inconvenience or impact to Tenant’s use of the area designated for such shaft, riser or raceway. Provided that Landlord employs commercially reasonable efforts to not unreasonably interrupt or interfere minimize interference with Xxxxxxthe conduct of Tenant’s use of business in connection with entries into the Premises Premises, Landlord may make any such entries without creating a default by Landlord and shall not cause any damage or injury take such reasonable steps as required to persons or property on accomplish the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any)stated purposes. In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party Premises. Landlord also shall have the rightright at any time, but not without the obligation, at its election same constituting an actual or constructive eviction and sole cost and expensewithout incurring any liability to Tenant therefor, to participate fully change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilet, or other public parts of the Building (not including the Premises) and to change the name, address, number or designation by which the Premises is commonly known, provided any such change does not (A) unreasonably reduce, interfere with or deprive Tenant of access to the Premises, or (B) reduce the rentable area (except by a de minimis amount) of the Premises. Any entry into the Premises by Landlord in the defense manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises and the Base Rent (and any other item of Rent) shall under no circumstances xxxxx while said repairs, alterations, improvements, additions or restorations are being made, by reason of loss or interruption of business of Tenant, or otherwise. If Tenant Claim with counsel of its choice. shall not be present when for any reason entry into the Premises shall be necessary or permissible, Landlord or Landlord’s liability agents, representatives, contractors or employees may enter the same without rendering Landlord or such agents liable therefor if during such entry Landlord or Landlord’s agents shall accord reasonable care under this Section 15(c) shall survive the expiration or earlier termination of circumstances to Tenant’s Property, and without in any manner affecting this Lease. ​Tenant shall, at all times during the Term, be responsible for ensuring that Landlord has any and all keys, cards, codes or other means necessary to access the Premises.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least one (1) business day prior notice to Tenant (except in the case of an emergency, in which case Landlord shall be permitted to immediately enter the Premises) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen six (186) months of the Lease Term, to prospective tenants; (iii) post notices of non-responsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building's systems and equipment. Notwithstanding anything to the contrary contained herein, Tenant shall be entitled, during the Lease Term, to designate certain portions of the Premises as a "Secured Area" and to control access to such areas as reasonably necessary to secure such Secured Area(s). The Secured Areas shall be comprised of Tenant's lab space and IT room. Landlord and Tenant hereby agree and acknowledge that, except in the case of an emergency, Landlord shall not be entitled enter such Secured Area only upon one (1) business days prior notice to Tenant and only after providing Tenant with the opportunity to have a representative of Tenant present as an escort. Landlord and Tenant hereby agree to use commercially reasonable efforts to schedule any such entries into the Secured Areas by Landlord at times that are mutually convenience to both Landlord and Tenant, taking into consideration the nature of Tenant's operations in the Premises and the nature of the desired entry. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant's use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with Xxxxxx’s Tenant's use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All partiesFor each of the above purposes, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any 's vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include performed by Landlord herein. Landlord will exercise its rights pursuant to this Article 27 in a manner so as to minimize any admission unreasonable interference with Tenant's use of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​Premises.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least one (1) business days’ prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen six (186) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any default of this Lease by Tenant (beyond the applicable notice and cure periods); and (C) perform any covenants required to be performed under Applicable Laws. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts performed in a manner so as not to not unreasonably interrupt or interfere with XxxxxxTenant’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) be performed after normal business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be hours if reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any)practical. Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with With respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​items

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least one (1) business days’ prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen six (186) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and Tenant shall not be entitled equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any default of this Lease by Tenant (beyond the applicable notice and cure periods); and (C) perform any covenants required to be performed under Applicable Laws. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant’s use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with XxxxxxTenant’s use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All partiesFor each of the above purposes, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed to be performed by Landlord herein. Landlord will exercise its rights pursuant to this Article 27 in a manner so as to minimize any unreasonable interference with Tenant’s use of the Premises. Tenant may, by written notice to Landlord, designate portions of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or confidential information. Landlord and Landlord’s agents may not enter such Secured Areas, except in the complete release event of an emergency. Landlord shall not clean any area designated by Tenant as a Secured Area and shall only maintain or repair such Secured Areas to the subject Tenant Indemnified Party, extent (i) such repair or maintenance is required in order to maintain and repair the compromise or settlement shall require Building Structure and/or the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditionedBuilding Systems; (ii) as required by Applicable Law, or delayed; (iii) in response to specific requests by Tenant and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Partyin accordance with a schedule reasonably designated by Tenant, subject to Landlord’s reasonable approval, and provided further that any such maintenance and/or repairs to the Secured Areas by Landlord shall only be conducted by Landlord following Landlord’s prior notice to Tenant Indemnified Party shall have providing Tenant with adequate time to relocate the right, but not the obligation, at its election property and sole cost and expense, to participate fully information contained in the defense Secured Areas and/or to designate an employee of any Tenant Claim with counsel of its choice. be present during Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​entry into such Secured Areas.

ENTRY BY LANDLORD. (a) Subject to Section 15(b)Except as otherwise set forth in this Lease, Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon at least forty-eight (48) hours' prior written notice to the Tenant to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchaserspurchasers or mortgagees, lendersor to the ground or underlying lessors, or, or show the Premises to prospective tenants during the last eighteen (18) 6 months of the TermTerm (unless Tenant has agreed to, prospective tenantsor has exercised an option to, renew or extend the Term of this Lease); and (iii) post or serve notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building if necessary to comply with current Building codes or other applicable laws, or for structural alterations, repairs or improvements to the Building. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord (except as otherwise set forth in this Lease); (B) take possession to the extent provided in Section 20 as part of Landlord's remedies under this Lease; (C) perform any covenants of Tenant which Tenant fails to perform to the extent provided in Section 26 of this Lease; or (D) to address an emergency. Any such entries shall be without the abatement of Rent, shall not be entitled to any abatement deemed an unlawful entry, or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction eviction, and shall include the right to take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives any claims for damages or repossessionfor any injuries or inconvenience to or interference with Tenant's business, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction lost profits, any loss of Tenant. At any time during which Landlord occupancy or Landlord’s Representatives are on quiet enjoyment of the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenantloss occasioned thereby. Notwithstanding anything herein the foregoing or any other provision to the contrarycontrary in this Lease, the parties hereto agree and acknowledge that Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor or any of Landlord’s contractors or invitees other party entering the Premises pursuant to the rights granted in this Section 15 Article 27 or elsewhere in this Lease (each such party, including Landlord, being hereinafter called a "Landlord Party") shall have the right cause as little inconvenience, annoyance and disturbance to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable possible under the circumstances shall be requiredcircumstances, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereofexercising commercially reasonable efforts. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building's systems and Tenant shall not be entitled equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Except with respect to clause (B), above, Landlord shall use commercially reasonable efforts to minimize interference with the conduct of Tenant's business in connection with such entries into the Premises. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant's use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with Xxxxxx’s Tenant's use of, or access to, the Premises. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises Premises, and any other loss occasioned thereby; provided that the foregoing shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to limit Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required's liability, if any). Landlord , pursuant to Applicable Law for personal injury and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein property damage to the contrary, Landlord hereby acknowledges and agrees that neither extent caused by the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during of Landlord’s entry onto , its agents, employees or contractors. For each of the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”)above purposes, Landlord shall defend at all times have a key with which to unlock all the same at Landlord’s sole expense doors in the Premises, excluding Tenant's vaults, safes and special security areas designated in advance by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c)In an emergency, such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times and upon reasonable prior notice (but no less than one (1) business day, except in the case of emergencies or to perform regularly scheduled services) to the Tenant to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to to: (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersmortgagees or ground or underlying lessors, or, during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; and Tenant shall not be entitled to any abatement (iii) post notices of non-responsibility; (iv) alter, improve or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of repair the Premises and shall not cause any damage or injury the Building if necessary to persons comply with current building codes or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lenderapplicable laws, or tenant. Notwithstanding anything herein for structural alterations, repairs or improvements to the contrary, Building; or (v) perform services or other obligations required of Landlord hereby acknowledges and agrees under this Lease which are other than regularly scheduled services and/or maintenance obligations. The parties further agree that neither the Landlord Indemnified Parties nor any of Landlord’s contractors employees, invitees, licensees, tenants, third parties or invitees entering assigns, shall be permitted any access to the Premises pursuant unless reasonably coordinated with Tenant upon not less than one (1) business day prior written notice, except in the event of an emergency, in which case no prior notice is required, but shall be given as soon as reasonably practicable accompanied with a reasonable written explanation of the reason for access. Notwithstanding anything to the contrary contained in this Article 25, Landlord may enter the Premises at any time to (A) perform regularly scheduled services and/or maintenance obligations required of Landlord under this Lease; and (B) perform, in accordance with the provisions of this Lease, any covenants of Tenant which Tenant fails to perform. Any such entries shall be without the abatement of Rent, except as otherwise expressly provided in Section 15 19.8.2 of this Lease, and shall have include the right to enter take such reasonable steps as required to accomplish the stated purposes; provided, however, that any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only accomplished as expeditiously as reasonably possible and in a manner so as to cause as little interference to Tenant as reasonably possible. Subject to the provisions of Section 19.8.2 of this Lease, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code business, lost profits, or keys any loss of occupancy or other independent means quiet enjoyment of entry to the Premises or in connection with any portion thereof. (c) Except as otherwise set forth hereinentry by Landlord in accordance with the terms of this Article 25. For each of the above purposes, Landlord shall protectat all times have a key with which to unlock all the doors in the Premises, indemnifyexcluding Tenant’s vaults, defend safes and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted special security areas designated in advance by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the TermTenant. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”)an emergency, Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises so long as Landlord repairs any damage caused thereby and notice is given as soon as reasonably control practicable accompanied with a reasonable written explanation of the defense or settlement of any Tenant Claim, provided that: (1) if reason for access. Any entry into the compromise or settlement of any Tenant Claim Premises in the mariner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Premises. Tenant Indemnified Partymay, after reasonable prior notice to and consultation with Landlord, reasonably designate certain areas of the compromise Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or settlement confidential information. Without limiting the foregoing, all rooms containing Tenant’s intermediate distribution frame (IDF) and main distribution frame (MDF), all other IT rooms shall require be deemed Secured Areas. Landlord may only enter such Secured Areas upon three (3) business days’ notice to Tenant which notice shall specify the prior written approval date and time of such entry by Landlord (and Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the rightright to escort Landlord); provided, but not however, that Landlord may enter the obligation, at its election Secured Areas without notice to Tenant and sole cost and expense, to participate fully without escort in the defense event of an emergency, in which case Landlord shall provide Tenant with notice of such entry promptly thereafter. The parties agree that Tenant shall have exclusive control of the existing (and any new) phone/data/server room(s) in the Premises and shall have the right to install its own access control/card reader on the server room doors within the Premises that serves only the Premises. Additionally, Tenant Claim phone/data/server room(s) located in the Premises may be keyed by Tenant separate from all other doors in the Building. No equipment of others shall be installed in the existing (or any new) phone/data/server room(s) located in the Premises and such phone room may only be used as a pass-through for other tenants in the Building. All maintenance, regulatory testing, or any other planned activity that has reasonable potential to impact the infrastructure supporting Tenants’ phone/data/server room shall be communicated to and coordinated with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​Tenant in advance.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; and Tenant shall not be entitled (iii) post notices of nonresponsibility; or (iv) make reasonably necessary alterations, additions, improvements or repairs to the Premises or the Buildings (including structural alterations, repairs or improvements to the Buildings or the Base Building). Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by Applicable Laws, governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant’s use of Tenantthe Premises and shall be performed after normal business hours whenever reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with XxxxxxTenant’s use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked require that Landlord be accompanied by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during any such entry shall not be required so long as Tenant makes a representative available at commercially reasonable times. Notwithstanding anything to the contrary set forth in emergency situations that pose an imminent threat to human health this Article 27, Tenant may designate in writing certain reasonable areas of the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any)confidential information. In no event shall Tenant be required to provide Landlord connection with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinforegoing, Landlord shall protect, indemnify, defend not enter such Secured Areas except in the event of an emergency. Landlord need not clean any area designated by Tenant as a Secured Area and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, shall only maintain or repair such secured areas to the maximum extent permitted (i) such repair or maintenance is required in order to maintain and repair the Base Building; (ii) as required by applicable Law, actually imposed uponor (iii) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due subject to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence reasonable approval. Tenant hereby waives any claims for damages or willful misconduct during Landlordfor any injuries or inconvenience to or interference with Tenant’s entry onto business, lost profits, any loss of occupancy or quiet enjoyment of the Premises to perform Premises, and any other loss occasioned thereby. For each of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”)above purposes, Landlord shall defend at all times have a key with which to unlock all the same at Landlorddoors in the Premises, excluding Tenant’s sole expense vaults, safes and Secured Areas designated in advance by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c)In an emergency, such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times, subject to Tenant's reasonable security requirements (aand during Building Hours with respect to items (i) Subject to Section 15(band (ii) below), Landlord or Landlord’s Representatives shall have and upon at least twenty-four (24) hours prior notice to Tenant (except in the right case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building's systems and equipment. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time upon reasonable prior written notice to Tenant (except that no notice shall not be entitled required in an emergency or to perform regularly scheduled service, such as janitorial service) to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant's use of the Premises and shall be performed after normal business hours if reasonably practical, unless such after-hours entry is not compatible with Tenant's security requirements. At any time during which With respect to items (ii) and (iii) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with Xxxxxx’s Tenant's use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinin Section 3.2, Landlord shall protectTenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, indemnifylost profits, defend any loss of occupancy or quiet enjoyment of the Premises, and hold harmless all any other loss occasioned thereby. For each of the above purposes, unless Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, is maintaining 24-hour on-site staffed security for access to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due Premises (in which case no keys must be provided to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend at all times have a key with which to unlock all the same at Landlord’s sole expense doors in the Premises, excluding Tenant's vaults, safes and special security areas designated in advance by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c)In an emergency, such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to use any means that Landlord may reasonably control deem proper, under the defense circumstances (including whether or settlement of any Tenant Claimnot access is available through Tenant's security services), provided that: (1) if to obtain access to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. Landlord reserves the right at all reasonable times and upon twenty-four (a24) Subject hours prior written notice to Section 15(bTenant (or oral notice to Tenant’s office manager), Landlord or Landlord’s Representatives except in the case of an Emergency in which case no notice shall have the right be required, to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of non-responsibility; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building Systems. Notwithstanding anything to the contrary contained in this Article 23, Landlord may enter the Premises at any time to (A) perform standard services required of Landlord, including janitorial service; (B) take possession due to a default by Tenant in the manner provided herein; and (C) subject to the terms of Section 19.7, above, perform any covenants of Tenant shall not be entitled which Tenant fails to perform. Landlord may make any such entries without the abatement or reduction of Base Rent by reason thereofRent, nor shall except as otherwise provided in this Lease, and may take such entry or action by Landlord constitute an actual or constructive eviction or repossessionreasonable steps as required to accomplish the stated purposes; provided, without Landlord’s express intention to do so as expressed in writing. No ​ however, except for emergencies, any such entry shall be deemed performed in an eviction expeditious manner so as not to unreasonably interfere with Tenant’s use of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they . Landlord shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of schedule entries into the Premises under this Article 23 with Tenant (except entries under items (A) and shall not cause any damage or injury to persons or property on the Premises. (bB), above) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purposeso that Tenant, at least two (2) business days Tenant’s option, may provide a representative to accompany Landlord. Landlord agrees to take no photographs of any active work areas in the Premises without Tenant’s prior to Landlord’s consent and agrees that any information obtained by any entry into the Premises pursuant to Section 15by Landlord or its employees, except as Tenant may otherwise consent in writing agents or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances contractors shall be requiredkept strictly confidential. Even in an Emergency situation, if any)Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant’s business operations. Landlord and LandlordExcept as otherwise provided in this Lease, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s Representatives shall provide proper identification upon request while on business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. All partiesFor each of the above purposes, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense doors in and to the Premises; provided, however, that Landlord shall, subject to Section 10.1 of this Lease and to the extent that such damage is not covered by insurance required to be carried by Tenant under this Lease or settlement caused by any governmental agencies, repair any damage to the Premises caused by any such emergency entry into the Premises by Landlord. Notwithstanding anything to the contrary set forth in this Article 23, Tenant may designate certain areas of any the Premises as “Secured Areas” should Tenant Claimrequire such areas for the purpose of securing certain valuable property or confidential information. In connection with the foregoing, provided that: (1) if the compromise or settlement of any Tenant Claim Landlord shall not result enter such Secured Areas except in the complete release event of an Emergency. Landlord shall only maintain or repair such secured areas to the extent (i) such repair or maintenance is required in order to maintain and repair the Base Building; (ii) as required by applicable Laws, or (iii) in response to specific requests by Tenant and in accordance with a schedule reasonably designated by Tenant, subject to Landlord’s reasonable approval. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject 10.01 Landlord may enter the Premises to Section 15(b)inspect, Landlord show or Landlord’s Representatives shall have clean the right Premises or to enter perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion thereof during normal business hours of the Building. Except in emergencies or to provide Building services (including, without limitation, routine repair, maintenance and servicing of Building systems and plumbing lines and fixtures), Landlord shall provide Tenant with reasonable prior oral notice of entry (provided, however, that from and after Landlord’s receipt of written notice from Tenant of an e-mail address to which Landlord may deliver such notice of entry, such notice of entry shall be made by e-mail to such e-mail address or at such other times e-mail address as approved Tenant may designate by written notice to Landlord from time to time) and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises. If reasonably necessary, and after reasonable prior e-mail notice (as provided above in this Section 10) to Tenant (except in advancean emergency), which approval Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Building Service Hours. Entry by Landlord shall not be unreasonably withheld constitute a constructive eviction or, except as provided in Sections 10.02 and 10.03 below, entitle Tenant to an abatement or delayedreduction of Rent. 10.02 Notwithstanding Section 10.01 above, or as may be reasonably necessary in emergency situations if (a) any entry into the Premises by Landlord pursuant to address any condition that poses an immediate threat to human health, safety, or welfare) to Section 10.01 above (i) inspect is not made necessary by the Premisesacts or omissions of Tenant or any Tenant Related Party (defined in Section 13 below) (including, which shall include conducting environmental tests and investigations as provided under Section 28without limitation, (ii) exercise any breach by Tenant of its rights and/or obligations under this Lease) or by damage caused by any Casualty (defined in Section 16 below) or any Taking (defined in Section 17 below), and (ii) either (A) is made necessary by events or conditions within Landlord’s reasonable control and continues for more than 3 consecutive Business Days, or (iiiB) show is made necessary by events or conditions outside Landlord’s reasonable control and continues for more than 30 consecutive Business Days; and (b) during the period of, and as a result of, such entry, the Premises (or a material portion thereof) is rendered unusable by Tenant for the conduct of its business, then Tenant shall be entitled to prospective purchasersan abatement of Base Rent beginning on the first Business Day immediately following the expiration of such 3 or 30 Business Day period, lendersas applicable, or, during and ending on the last eighteen (18) months earlier to occur of the Termdate on which such entry terminates or the date on which the Premises (or such portion thereof) becomes useable by Tenant for the conduct of its business, prospective tenants; which abatement shall be based on the rentable square footage of the portion of the Premises so rendered unusable. Except to the extent expressly provided in the preceding sentence, Landlord shall not be liable in any manner for any inconvenience, loss of business or other damage to Tenant, and Tenant shall not be entitled to any an abatement or reduction of Base Rent by reason thereofRent, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction arising out of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to in accordance with Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee 10.01 above. 10.03 If any closure of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. ) by Landlord pursuant to Section 10.01 above (ca) is not made necessary by the acts or omissions of Tenant or any Tenant Related Party (defined in Section 13 below) (including, without limitation, any breach by Tenant of its obligations under this Lease) or by damage caused by any Casualty (defined in Section 16 below) or any Taking (defined in Section 17 below), and (b) either (i) is made necessary by events or conditions within Landlord’s reasonable control and continues for more than 3 consecutive Business Days, or (ii) is made necessary by events or conditions outside Landlord’s reasonable control and continues for more than 30 consecutive Business Days, then Tenant shall be entitled to an abatement of Base Rent beginning on the first Business Day immediately following the expiration of such 3 or 30 Business Day period, as applicable, and ending on the date on which such closure terminates. Except as otherwise set forth hereinto the extent expressly provided in the preceding sentence, Landlord shall protectnot be liable in any manner for any inconvenience, indemnifyloss of business or other damage to Tenant, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilitiesshall not be entitled to an abatement or reduction of Rent, obligations, claims, damages, penalties, causes arising out of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto closure of the Premises to perform (or any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described portion thereof) in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this accordance with Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​10.01 above.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least twenty-four (24) hours prior notice to Tenant (except in the case of an emergency) and at all times (except in the case of an emergency) accompanied by an authorized representative of Tenant and subject to Tenant’s reasonable rules and regulations, to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen nine (189) months of the Lease Term, to prospective tenants; and Tenant shall not be entitled (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building as permitted or required by the terms of this Lease, or for structural alterations, repairs or improvements to the Building Structure. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord under this Lease after reasonable notice to Tenant; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform (after any applicable notice and cure periods). Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant’s use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (ii) and (iii) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with XxxxxxTenant’s use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee of Tenant at all times while within the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any vaults, technology or computer equipment rooms, or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinin Section 6.4, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall protectat all times have a key with which to unlock all the doors in the Premises, indemnifyexcluding Tenant’s vaults, defend safes and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted special security areas designated in advance by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the TermTenant. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”)an emergency, Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives shall have reserves the right at all reasonable times (during Building Hours with respect to items (i) and (ii) below) and upon at least one (1) business days’ prior notice to Tenant (except in the case of an emergency) to enter the Premises or any portion thereof during normal business hours (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, them; (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lendersor to current or prospective mortgagees, orground or underlying lessors or insurers, or during the last eighteen twelve (1812) months of the Lease Term, to prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building as required hereunder, or for structural alterations, repairs or improvements to the Building or the Building's systems and Tenant shall not be entitled equipment as required hereunder. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes; provided, however, except for (x) emergencies, (y) repairs, alterations, improvements or reduction additions required by governmental or quasi-governmental authorities or court order or decree, or (z) repairs which are the obligation of Base Rent by reason thereofTenant hereunder, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ any such entry shall be deemed an eviction performed in a manner so as not to unreasonably interfere with Tenant's use of Tenantthe Premises and shall be performed after normal business hours if reasonably practical. At any time during which With respect to items (y) and (z) above, Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or materially interfere with Xxxxxx’s Tenant's use of the Premises and shall not cause any damage of, or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Addressaccess to, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least two (2) business days prior to Landlord’s entry into the Premises pursuant to Section 15, except as Tenant may otherwise consent in writing or as may be reasonably necessary in emergency situations that pose an imminent threat to human health or safety (for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All partiesLandlord acknowledges and XXXXXX REALTY Del Mar Corporate Centre II [DermTech, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Inc.] 0000-0000-0000.7 377185.00017/7-1-21/gjn/gjn agrees that any entry by Landlord hereunder shall be in compliance with Tenant’s electionreasonable security requirements. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, be accompanied by an employee lost profits, any loss of Tenant occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall at all times while within have a key with which to unlock all the doors in the Premises. If Landlord intends to show the Premises to any prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor of excluding Tenant, Landlord shall additionally provide Tenant the name of such prospective purchaser, lender, or tenant. Notwithstanding anything herein to the contrary, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 shall have the right to enter any 's vaults, technology or computer equipment rooms, or other safes and special security areas designated or marked in advance by Tenant as “Restricted”, “secure areas,” or similar designations without the prior written consent of Tenant, which consent may be withheld in Tenant’s reasonable discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth hereinan emergency, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control use any means that Landlord may deem proper to open the defense or settlement of any Tenant Claim, provided that: (1) if doors in and to the compromise or settlement of any Tenant Claim Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not result in be deemed to be a forcible or unlawful entry into, or a detainer of, the complete release Premises, or an actual or constructive eviction of Tenant from any portion of the subject Tenant Indemnified PartyPremises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, the compromise alterations or settlement shall require the prior written approval of such Tenant Indemnified Party, not decorations except as otherwise expressly agreed to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​performed by Landlord herein.

ENTRY BY LANDLORD. (a) Subject to Section 15(b), Landlord or Landlord’s Representatives and its authorized representatives shall have the right to enter the Premises or any portion thereof during normal business hours upon reasonable notice (or at such other times as approved by Tenant in advance, which approval shall not be unreasonably withheld or delayed, or as may be reasonably necessary in emergency situations to address any condition that poses an immediate threat to human health, safety, or welfare) to (i) inspect the Premises, which shall include conducting environmental tests and investigations as provided under Section 28, (ii) exercise its rights and/or obligations under this Lease, or (iii) show the Premises to prospective purchasers, lenders, or, during the last eighteen (18) months of the Term, prospective tenants; and Tenant shall be not be entitled to any abatement or reduction of Base Rent by reason thereof, nor shall such entry or action by Landlord constitute an actual or constructive eviction or repossession, without Landlord’s express intention to do so as expressed in writing. No ​ such entry shall be deemed an eviction of Tenant. At any time during which Landlord or Landlord’s Representatives are on the Premises, they shall use commercially reasonable efforts to not unreasonably interrupt or interfere with Xxxxxx’s use of the Premises and shall not cause any damage or injury to persons or property on the Premises. (b) Landlord shall give Tenant prior notification by email at the Tenant Notice Address, as well as any other e-mail addresses provided by Tenant to Landlord for such purpose, at least less than two (2) business days prior except in the case of emergency) to Landlord’s entry into enter the Premises pursuant to Section 15at all reasonable business hours (and at all other times in the event of an emergency): (a) for the purpose of inspecting the same or for the purpose of doing any work required or permitted of Landlord hereunder, except as Tenant and may otherwise consent in writing or take all such action thereon as may be reasonably necessary or appropriate for any such purpose (but nothing contained in emergency situations that pose an imminent threat this Lease or otherwise shall create or imply any duty upon the part of Landlord to human health make any such inspection or safety do any such work), and (b) for which only such notice as is reasonably practicable under the circumstances shall be required, if any). Landlord and Landlord’s Representatives shall provide proper identification upon request while on the Premises. All parties, including, but not limited to, Landlord, prospective purchasers, lenders or tenants, may, at Tenant’s election, be accompanied by an employee purpose of Tenant at all times while within the Premises. If Landlord intends to show showing the Premises to prospective purchasers and mortgagees and, at any time within twelve (12) months prior to the expiration of the Term of this Lease for the purpose of showing the same to prospective purchasers, lenders or tenants who are reasonably determined by Tenant to be a competitor tenants. No such entry shall constitute an eviction of Tenant, but any such entry shall be done by Landlord shall additionally provide Tenant in such reasonable manner as to minimize any disruption of Tenant’s business operation. Except in the name event of such prospective purchaser, lenderan emergency, or tenant. Notwithstanding anything herein to the contraryfollowing an Event of Default, Landlord hereby acknowledges and agrees that neither the Landlord Indemnified Parties nor any of Landlord’s contractors or invitees entering the Premises pursuant to this Section 15 which is continuing, Tenant shall have the right to enter have a representative accompany Landlord in any vaultssuch inspections. ARTICLE XXIV CONFIDENTIALITY Except as otherwise provided herein, technology it is agreed that the existence and the terms and conditions of this Lease shall be kept confidential by Landlord and not disclosed to third-parties. Notwithstanding the confidentiality provisions herein, Landlord may disclose the existence and/or contents of this Lease: (i) as and only to the extent required by law; (ii) as necessary to (a) manage its investment in the Building or computer equipment roomsProject or (b) seek appropriate advice from professional advisors, including, without limitation, tax preparers, bank personnel, business advisors, legal advisors, lenders, and financial advisors; (iii) as necessary to enforce the terms of this Lease, or (iv) if the information is already a matter of public record or generally known to the public. In particular, in addition to the foregoing and not in limitation, Landlord shall not issue a press release or other areas designated or marked by Tenant as “Restricted”, “secure areas,” or similar designations public announcement concerning the existence and/or contents of the Lease without the prior written consent of Tenant. In the event that Tenant gives its consent, Tenant shall have full approval rights over the timing, content and method of such public disclosures. Landlord agrees that neither Landlord nor any related entity shall use Tenant’s trade name, trademarks, logos, or designs in the printing, publication, or distribution of any advertising, marketing materials, internet web site, or other materials or medium, without obtaining Tenant’s prior written consent, which consent may be withheld in Tenant’s reasonable sole and absolute discretion. If Tenant’s consent to any such entry is granted, such entry shall be made only with a representative of Tenant present (except that Xxxxxx’s consent and presence during entry shall not be required in emergency situations that pose an imminent threat to human health or safety, for which only such notice as is reasonably practicable under the circumstances shall be required, if any). In no event shall Tenant be required to provide Landlord with access to Tenant’s alarm code or keys or other independent means of entry to the Premises or any portion thereof. (c) Except as otherwise set forth herein, Landlord shall protect, indemnify, defend and hold harmless all Tenant Indemnified Parties from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, losses, costs, fees and expenses, including without limitation, reasonable counsel fees and court costs, to the maximum extent permitted by Law, actually imposed upon, asserted against, suffered or incurred by ​ ​ any Tenant Indemnified Party by reason of any claim, suit, or judgment obtained or brought by or on behalf of any person or persons against any Tenant Indemnified Party, for damage, loss, or expense due to bodily injury or property damage sustained by such person or persons, which arise out of, are occasioned by, or attributable to Landlord or Landlord’s Representatives’ gross negligence or willful misconduct during Landlord’s entry onto the Premises to perform any of its obligations or exercise any of its rights during the Term. In the event any action or proceeding shall be brought against any Tenant Indemnified Party by reason of any such claim described in the foregoing sentence (a “Tenant Claim”), Landlord shall defend the same at Landlord’s sole expense by counsel reasonably satisfactory to Tenant. If at any time a Tenant Indemnified Party shall have received written notice of or shall otherwise be aware of any Tenant Claim which is subject to indemnity under this Section 15(c), such Tenant Indemnified Party shall give reasonably prompt written notice of such Tenant Claim to Landlord; provided, that, except to the extent Landlord is prejudiced in its defense of such Tenant Claim, the failure of such Tenant Indemnified Party to give such a notice to Landlord shall not limit the rights of such Tenant Indemnified Party or the obligations of Landlord with respect to such Tenant Claim. Landlord shall have the right to reasonably control the defense or settlement of any Tenant Claim, provided that: (1) if the compromise or settlement of any Tenant Claim shall not result in the complete release of the subject Tenant Indemnified Party, the compromise or settlement shall require the prior written approval of such Tenant Indemnified Party, not to be unreasonably withheld, conditioned, or delayed; and (2) no such compromise or settlement shall include any admission of wrongdoing on the part of any Tenant Indemnified Party, provided further that any Tenant Indemnified Party shall have the right, but not the obligation, at its election and sole cost and expense, to participate fully in the defense of any Tenant Claim with counsel of its choice. Landlord’s liability under this Section 15(c) shall survive the expiration or earlier termination of this Lease. ​[SIGNATURES ON THE NEXT PAGE] 37