Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. (a) It is presently anticipated that the Premises will be delivered to Tenant on the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, this Lease shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of the provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work thereto.

Intentionally Deleted. (a) It is presently anticipated that At the Premises will be delivered time of and in addition to Tenant on the Anticipated Delivery Date; providedmonthly installments of principal and/or interest due under the Note, however, that if Landlord does not deliver possession Grantor shall pay to Beneficiary monthly deposits in the amount of the Premises by TI and Leasing Reserve Monthly Payment for approved tenant improvements and leasing commissions (such date, this Lease payments shall be referred to as the "TI AND LEASING RESERVE"). The TI and Leasing Reserve may be commingled with the general funds of Beneficiary and such TI and Leasing Reserve shall not be rendered void or voidable, as a result thereofconstitute trust funds. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed The funds contained in the Premises by Tenant or any Agent prior to the Lease Commencement Date; TI and (b) all of the provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant Leasing Reserve shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or bear interest for the benefit of Grantor at the rate of interest which is the lower of (i) the amount paid from time to time by Beneficiary on commercial money market accounts; or (ii) the return on permitted investments to be made with the funds by any third party servicer, rating agency or loan purchaser, and all such interest shall be added to and become part of the TI and Leasing Reserve, provided Beneficiary shall make no representation or warranty as to the actual rate of interest. The funds contained in the TI and Leasing Reserve shall be disbursed to Grantor solely to pay for tenant improvements and leasing commissions due pursuant to leases entered into in accordance with the requirements of PARAGRAPH 7 hereof or otherwise approved by Beneficiary, but only when the tenants under such leases are in occupancy, open for business, and paying full contractual rent without any right of offset or rent abatement. Beneficiary shall make disbursements from the TI and Leasing Reserve for the actual cost of such approved tenant improvements and leasing commissions upon Grantor's providing Beneficiary with receipts, invoices, lien waivers, photographs and other documentation deemed necessary by Beneficiary to insure that the work and/or materials related to the requested disbursement have been completed and/or provided, with minimum draws of $10,000.00, which shall occur no more frequently than once per month. Upon the Maturity Date, the moneys then remaining on deposit with Beneficiary or its agent shall, at Beneficiary's option, be applied against the Indebtedness. Grantor hereby grants Beneficiary a premises first priority security interest in order for Landlord the TI and Leasing Reserve and shall execute any other documents and take any other actions necessary to perform its building standard initial improvement work theretoprovide Beneficiary with such a perfected security interest in the TI and Leasing Reserve.

Intentionally Deleted. In the event that Tenant sells, sublets, assigns or transfers this Lease other than pursuant to Section 10.8 below, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent (a50%) It of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is presently anticipated that received by Tenant. As used in this Section, “Increased Rent” shall mean the Premises will be delivered to excess of (i) all rent and other consideration which Tenant on actually receives by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession rent otherwise payable by Tenant under this Lease at such time. For purposes of the Premises foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Tenant in good faith. The “Costs Component” is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection with such datesublease, this Lease assignment or other transfer. In addition, Tenant shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant first be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between deduct from any Increased Rent the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contraryfollowing: (a) the gross revenue paid to Landlord shall have no responsibility by Tenant with respect to any items placed in the subject portion of the Premises during the period commencing on the date Tenant vacates the subject portion of the Premises until the date the assignee or sublessee is obligated to pay rent pursuant to its assignment or sublease; (b) improvement allowances or other economic concessions granted by Tenant or any Agent prior to the Lease Commencement Dateassignee or sublessee; (c) the unamortized costs of initial and subsequent improvements to the subject portion of the Premises paid for by Tenant; (d) costs incurred by Tenant to buy out or take over the previous lease of the assignee or sublessee; (e) all costs incurred by Tenant to advertise the subject portion of the Premises for assignment or sublease; and (bf) all of brokerage commissions and/or legal fees paid by Tenant in connection with the provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities assignment or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretosublease.

Intentionally Deleted. Tenant Improvement Allowances, Leasing Commissions and Free Rent. Purchaser shall receive credits against the Purchase Price at Closing equal to (ai) It is presently anticipated that the Premises will amount of outstanding tenant improvement allowances currently due and payable by Seller to tenants or licensees and shown as “Seller’s Obligation” on Schedule 8.5.8(i) attached hereto, as such Schedule may be delivered to Tenant on the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession updated by Seller at Closing in accordance with Section 8.2.1.9 of the Premises by such date, this Lease Agreement (but Purchaser shall not be rendered void or voidable, as receive a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility credit with respect to any items placed shown on such schedule as “Purchaser’s Obligation”); (ii) the amount of outstanding brokerage and leasing commissions currently due and payable by Seller to third parties and shown as “Seller’s Obligation” on Schedule 8.5.8(ii) attached hereto, as such Schedule may be updated by Seller at Closing in the Premises by Tenant or accordance with Section 8.2.1.9 of this Agreement (but Purchaser shall not receive a credit with respect to any Agent prior to the Lease Commencement Dateitems shown on such schedule as “Purchaser’s Obligation”); and (biii) all a portion of the provisions amount of this Lease (including all insurance“free rent” available to tenants under Leases and licensees under Licenses and shown on Schedule 8.5.8(iii) attached hereto which is attributable to the period from and after the Closing Date. If, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement DateClosing, except Seller pays any tenant improvement allowances or leasing commissions that during such period are designated as “Purchaser’s Obligation” on either Schedule 8.5.8(i) or Schedule 8.5.8(ii) referenced in clauses (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord above, then Seller shall receive a credit at Closing equal to such amounts paid by Seller on Purchaser’s behalf. Seller shall receive credits in addition to the Purchase Price at Closing equal to the amount of any tenant improvement allowances, brokerage or leasing commissions, free rent or legal fees which have been paid or otherwise incurred by Seller under any Leases or Licenses (including any amendments to Leases or Licenses) entered into after the Effective Date in accordance with Section 6.1.1 hereof. Notwithstanding anything set forth herein to the contrary, the credit with respect to free rent referenced in clause (iii) above shall be subject to adjustment only based on Seller’s and Purchaser’s respective periods of ownership of the Property, and not with respect to amount or any other factor. From and after Closing, Purchaser shall be obligated to provide any utilitysolely responsible for all tenant improvement allowances, service or other item in excess of all leasing commissions, and all free rent associated with the Property, the Leases and/or the Licenses and all costs and expenses associated therewith, including, without limitation all those customarily provided to or for the benefit of which Purchaser received a premises in order for Landlord to perform its building standard initial improvement work theretocredit at Closing.

Intentionally Deleted. (i) During the Suspension Period, Asset Sales and Asset Swaps not described in clauses (a) It through (e) above subject to five (5) Business Days' prior written notice to the Administrative Agent, provided that in the case of each such Asset Sale or Asset Swap, (A) no Default or Event of Default has occurred and is presently anticipated that continuing or would result on a Pro Forma Basis from such Asset Sale or Asset Swap, (B) each such Asset Sale or Asset Swap is for fair market value and consummated on an arm’s length basis for fair consideration with a non-Affiliate in whom the Premises Parent, the Borrower or any of their Subsidiaries has not and will be not after giving effect to the contemplated Asset Sale or Asset Swap have made an Investment in excess of 25% of the total consideration received in connection with such Asset Sale or Asset Swap, (C) the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with such Asset Sale or Asset Swap in accordance with §4.2, (D) the Borrower or such Subsidiary has complied with the provisions of §10.5.1(b)(iii) with respect to the assets acquired in such Asset Swap, (E) the Borrower has obtained a fairness opinion reasonably acceptable to the Administrative Agent for Asset Swaps having a value in excess of $10,000,000 and (F) contemporaneously with such Asset Sale or Asset Swap, the Borrower shall have delivered to Tenant on the Anticipated Delivery Date; providedAdministrative Agent (x) an updated Schedule 8.3(b) and/or Schedule 8.21, howeveras applicable, that if Landlord does not deliver possession after giving effect to such Asset Sale or Asset Swap and (y) an officer’s certificate, duly executed by a senior financial officer of the Premises Borrower, setting forth in detail reasonably satisfactory to the Administrative Agent the cumulative calculations of Consolidated EBITDA as set forth herein, and (ii) After the Revert Date, Asset Sales and Asset Swaps not described in clauses (a) through (e) above, provided that in the case of each such Asset Sale or Asset Swap, (A) no Default or Event of Default has occurred and is continuing or would result on a Pro Forma Basis from such Asset Sale or Asset Swap, (B) in the case of an Asset Sale, either (x) at least seventy-five percent (75%) of the consideration received by the Borrower or such dateSubsidiary in connection with any such Asset Sale is in the form of cash and is received upon consummation of such Asset Sale (provided that (I) Investments permitted hereunder and converted to cash within thirty (30) days and (II) any Indebtedness secured by the assets sold and assumed by the buyer shall be treated as cash proceeds for purposes of calculating compliance with the seventy-five percent (75%) requirement set forth in this clause (B) but not for purposes of calculating Net Cash Sale Proceeds), or (y) such disposition constitutes a permitted Investment pursuant to §10.3(j), (C) each such Asset Sale (other than a Bridge to Sale Transfer as provided under §9.17) or Asset Swap is consummated on an arm’s length basis for fair consideration with a non-Affiliate in whom the Parent, the Borrower or any of their Subsidiaries has not and will not after giving effect to the contemplated Asset Sale or Asset Swap have made an Investment in excess of 25% of the total consideration received in connection with such Asset Sale or Asset Swap, (D) the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with such Asset Sale or Asset Swap in accordance with §4.2, (E) in the case of an Asset Swap, the Borrower or such Subsidiary has complied with the provisions of §10.5.1(b)(iii) with respect to the assets acquired in such Asset Swap, (F) in the case of an Asset Sale under this Lease clause (g)(ii), the aggregate amount of Consolidated EBITDA generated by, or attributed to such asset, together with any other assets disposed of pursuant to this clause (g)(ii) (calculating such generated or attributed Consolidated EBITDA, as of the most recent Reference Period for which financial statements were delivered prior to the closing of such applicable disposition), shall not exceed (x) in the 365 days immediately preceding such proposed disposition (as reasonably determined by a senior financial officer of the Borrower at the time of the respective Asset Sale), ten percent (10%) of the Consolidated EBITDA for the Reference Period most recently ended prior to such proposed disposition for which financial statements have been delivered, and (y) during the term of this Credit Agreement (as reasonably determined by a senior financial officer of the Borrower at the time of the respective Asset Sale), the greater of (I) thirty percent (30%) of the Consolidated EBITDA for the Reference Period most recently ended prior to such proposed disposition for which financial statements have been delivered and (II) $25,000,000 of Consolidated EBITDA, and (G) contemporaneously with such Asset Sale or Asset Swap, the Borrower shall have delivered to the Administrative Agent (x) an updated Schedule 8.3(b) and/or Schedule 8.21, as applicable, after giving effect to such Asset Sale or Asset Swap and (y) an officer’s certificate, duly executed by a senior financial officer of the Borrower, setting forth in detail reasonably satisfactory to the Administrative Agent the cumulative calculations of Consolidated EBITDA as set forth herein. Notwithstanding the foregoing, the Borrower or any Subsidiary shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement required to comply with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant conditions described in clauses (B) and (C) of this §10.5.2(g)(ii) in connection with any transfer of certain assets used in connection with the Lease Commencement DateBorrower’s Hawaiian operations into a trust for FCC regulatory purposes or the subsequent sale or disposal by such trust of such assets, Tenant shall have so long as the right to enter Borrower applies the Premises solely for Net Cash Sale Proceeds received by the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant Borrower or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere its Subsidiaries in connection with any other worksuch Asset Sale in accordance with §4.2. If Landlord determines that All non-cash proceeds from any Asset Sale must be included in the calculation of Investments in connection with compliance with §10.3.(j). Concurrent with the consummation of each such interference is occurringAsset Sale or Asset Swap permitted under clauses (e) and (g) above, then Landlord the Borrower shall have the right to require the removal provide a detailed good faith estimate of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all calculation of the provisions Net Cash Sale Proceeds of this Lease (including all insurance, indemnity such Asset Sale or Asset Swap together with the usage and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside anticipated usage of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretoNet Cash Sale Proceeds.

Intentionally Deleted. Attached hereto as Exhibit B is a true, correct and complete list of all leases and subleases affecting each Property, including all amendments to such leases and subleases. With respect to each Lease: (ai) It the Lease forwarded to Buyer under Section 6(b) is presently anticipated that a true, correct and complete copy of the Premises Lease; (ii) the Lease is in full force and effect and there is no default thereunder; (iii) no brokerage or leasing commissions or other compensation is or will be delivered due or payable to Tenant on the Anticipated Delivery Date; providedany person, howeverfirm, that if Landlord does not deliver possession of the Premises by such date, this Lease shall not be rendered void corporation or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement other entity with respect to Tenant's remedies for Landlord's late delivery or on account of possession and Landlord shall not be responsible the current term of the Lease or any extension or renewal thereof; (iv) Seller has no outstanding obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements; (v) intentionally deleted; (vi) no Tenant is entitled to any rental concessions or abatements for any damagesperiod subsequent to the scheduled date of Closing; (vii) no Tenant has prepaid any rents as of the date hereof nor has any Tenant delivered a security deposit, nor shall Tenant be entitled to terminate this letter of credit or other security in connection with the Lease, except as may be expressly provided set forth on Exhibit M attached hereto; (viii) no Tenant has made any request for any assignment, transfer, or subletting in this Section 3.3(a). (b) Between the date Landlord tenders possession connection with all or a portion of the Premises premises demised to such Tenant which is presently pending or under consideration by Seller; (ix) all specified work required to be performed by the landlord under each Lease has been completed; (x) Seller has not received and has no knowledge of any pending notices from Tenant electing to vacate the premises leased to Tenant and the Lease Commencement Date, Tenant shall have the or exercising any right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior to terminate the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement DateLease; and (bxi) Seller has heretofore billed Tenant for all fixed rent and additional rent due under the Lease as of the provisions of this Lease (including all insurancedate hereof, indemnity and utility provisions (except, with respect subject to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work thereto.CAM reconciliations;

Intentionally Deleted. Landlord's Contribution Toward Tenant's Work. Within thirty (a30) It is presently anticipated days after the date When Tenant has completed all of Tenant's Work in strict accordance with Exhibit "B" and "B-2" by the Required Completion Date and furnishes evidence reasonably satisfactory to Landlord of such completion and that all of Tenant's Work has been paid for in full and no liens have attached or may attach as the Premises will be delivered to Tenant on the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, this Lease shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of the provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated required to provide lien waivers or other proof as to contractors or materialmen having contracts involving $10,000.00 or less each, and no default in, breach of, or failure to perform, this Lease exists after notice and expiration of the applicable cure period, and Tenant has paid or reimbursed Landlord all amounts owed to Landlord pursuant to this Lease and has opened its store for business and accepted the Premises in writing in a form reasonably prescribed by Landlord or its mortgagee, and has executed such other instruments and documents as are required by Landlord's mortgagee to be executed, Landlord shall pay Base Rent or to Tenant as Landlord's Contribution, if any, for Tenant's Proportionate Share Work the sum equal to the lesser of Operating Charges and Real Estate Taxes and (i) $148,975.00, determined as provided for in Section 2.1 hereof, or (ii) Landlord shall not be obligated to provide any utilitythe actual cost of Tenant's Work (excluding trade fixtures, service furniture and furnishings or other item in excess personal property), and no more, subject to Landlord's right to deduct any Minimum Rent, Percentage Rent, additional rent, expenditures by Landlord pursuant to Section 10.3 of those customarily provided the Lease, or other amounts owed by Tenant to Landlord pursuant to the terms of this Lease as of the date of payment. Landlord's Contribution shall be used only for alterations, improvements, fixtures and equipment that become part of or for attached or affixed to the benefit Premises, but excluding trade fixtures, furniture and furnishings or other personal property. If any portion of a premises in order for Landlord's Contribution is not paid by Landlord to perform its building standard initial improvement work theretoTenant when due, such sum shall bear interest at the rate of ten percent (10%) per annum from the date due until paid.

Intentionally Deleted. (a) It is presently anticipated Subject to Tenant’s prior written approval in accordance with the terms of the Lease, Landlord reserves the right to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s reasonable judgment may from time to time be reasonably necessary for the management, safety, care and cleanliness of the Premises, Buildings, the Common Areas and the Project, and for the preservation of good order therein. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. Landlord agrees that the Premises will be delivered to Tenant on the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, this Lease Rules and Regulations shall not be rendered void unreasonably modified or voidableenforced in a manner which will materially interfere with the conduct of Tenant’s Permitted Use from the Premises or Tenant’s use of the Project parking facility, Field and/or Special Use Areas. EXHIBIT B [Electronic Arts] To: Re: Office Lease dated , 20 between , a (“Landlord”), and , a (“Tenant”) concerning Suite on floor(s) of the office building located at , , California. Gentlemen: In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows: 1. The Lease Term commenced on for a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery term of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a)ending on . (b) Between 2. Rent commenced to accrue on , in the date Landlord tenders possession amount of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. 3. Any and all activity by Tenant or any Agent of Tenant prior to If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have for the right to require the removal full amount of the offending party from monthly installment as provided for in the Premises (with Tenant having no right Lease. 4. Your rent checks should be made payable to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby)at . Notwithstanding anything in this Lease Pursuant to the contrary: (a) Landlord shall have no responsibility with respect terms of Section 2.1.1 of your Lease, you are required to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of the provisions return an executed copy of this Lease notice to Landlord within ten (including all insurance10) business days following your receipt hereof, indemnity and utility provisions (exceptthereafter the statements set forth herein shall be conclusive and binding upon you. Your failure EXHIBIT C [Electronic Arts] PLAYA VISTA - WATER’S EDGE, with respect LLC, a Delaware limited liability company By: Name: Title: Agreed to utility consumptionand Accepted as of , Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work thereto20 .

Intentionally Deleted. (a) It is presently anticipated that the Premises will be delivered to Tenant on the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, this Lease shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. THIRD PARTY RE-LOCATION Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending third party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed tenants leasing less than 3,000 square feet in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of the provisions Building after execution of this Lease by Landlord and Tenant, will have a right of relocation clause in their leases by which Landlord, upon six (including all insurance6) month prior written notice, indemnity and utility provisions (except, with respect to utility consumption, will relocate those tenants in order that Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) may occupy said space. Landlord shall not be obligated to provide relocate any utilitysuch tenants until Tenant has signed an amendment to this Lease incorporating the space to be vacated by the other tenant as part of the Premises. Said condition will exist provided that Tenant has a minimum of three (3) years left on the Term of this Lease and provided that Landlord has comparable space within the Building in which to relocate said tenant. In the event that Tenant has exercised an option or options to renew this Lease pursuant to the provisions of Paragraph 38 herein, service or other item Landlord shall continue to include the foregoing right of relocation clause in excess leases to third party tenants leasing less than 3,000 square feet in the Building until such time as Tenant has a minimum of those customarily three (3) years left on the extended Term of this Lease, and provided that Landlord has comparable space in the Building in which to or for locate said tenant. In the benefit of a premises event that Landlord relocates an existing tenant in order to accommodate Tenant's need for Landlord additional space, Tenant will lease said space in an "as is" condition and under the same terms and conditions of this Lease except that the Rent for such additional space shall be at the greater of (a) the then current market rental rate, or (b) the rent reserved for such space in the lease to perform its building standard initial improvement work theretothe tenant which is being relocated. No Tenant Improvement Allowance will be given for said space.

Intentionally Deleted. (aD) It contractual liability insurance sufficient to cover Tenant’s indemnity obligations hereunder (but only if such contractual liability insurance is presently anticipated not already included in Tenant’s commercial general liability insurance policy); (E) worker’s compensation insurance in amounts not less than statutorily required; (F) business interruption insurance in an amount that will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against under Section 11(a)(2)(C) or attributable to the Premises will be delivered prevention of access to the Building or Premises, provided that Tenant on may have such business interruption insurance issued by an insurance company or Tenant may self-insure for business interruption insurance purposes; (G) in the Anticipated Delivery Date; providedevent Tenant hires a third party contractor to perform any alterations or repairs in, howeveron, that if Landlord does not deliver possession of or to the Premises by such date, this Lease shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement DatePremises, Tenant shall have require such third party contractor to provide (or Tenant shall provide) Builder’s Risk Insurance on an All Risk basis (including collapse) on a completed value (non-reporting) form, or by endorsement including such coverage pursuant to Section 11(a)(2)(C) hereinabove, for full replacement value covering all work incorporated in the right Building and all materials and equipment in or about the Premises; and (H) such other insurance or any changes or endorsements to enter the Premises insurance required herein, including increased limits of coverage, as Landlord, or any mortgagee or lessor of Landlord, may reasonably require from time to time. It is understood and acknowledged by Tenant that Tenant is solely responsible for the purposes replacement of performing all of Tenant’s Alterations, improvements, betterments, furniture, trade fixtures, equipment and personal property (including the Work and preparing the Premises for Tenant's occupancy. Any and all activity by property of Tenant or others) placed in the Premises. Except in the event of Landlord’s gross negligence or intentional misconduct, Tenant shall not make Landlord subject to any Agent claim by virtue of any theft or loss or damage to any uninsured or inadequately insured Alterations, improvements, betterments, furniture, trade fixtures, equipment or personal property in the Premises. Tenant’s insurance shall provide primary coverage to Landlord and shall not require contribution by any insurance maintained by Landlord, when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord’s policy will be excess over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance, and such other evidence satisfactory to Landlord of the maintenance of all insurance coverages required hereunder at least ten (10) days prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal earlier of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's the date Tenant enters or occupies the Premises, and at least fifteen (15) days prior to each renewal of said insurance, and Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least thirty (30) days before cancellation of any such insurance policies. All such insurance policies shall be in form and content reasonably satisfactory to Landlord. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of coverage required herein, Landlord, in addition to any other obligations are affected thereby). Notwithstanding anything in remedy available pursuant to this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of the provisions of this Lease (including all insuranceotherwise, indemnity and utility provisions (exceptmay, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant but shall not be obligated to, obtain such insurance and Tenant shall pay to pay Base Rent or Tenant's Proportionate Share Landlord on demand the premium costs thereof. It is expressly understood and agreed that the foregoing minimum limits of Operating Charges and Real Estate Taxes and (ii) Landlord insurance coverage shall not be obligated to provide any utility, service limit the liability of Tenant for its acts or other item omissions as provided in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretothis Lease.

Intentionally Deleted. Tenant's Initial Improvements and Material Improvements, if any, (a) It is presently anticipated Tenant's Initial Improvements and all of such Material Improvements are hereinafter referred to as "Work"), Tenant must comply with the applicable terms and provisions of this Lease, including, without limitation, the terms and provisions of Article 3 and any Work relating to Building Systems shall be done only by contractors and subcontractors chosen by Tenant from a list submitted by Landlord pursuant to, and in compliance with, the terms, conditions and provisions of Article 3 of this Lease. Further, Tenant acknowledges that the Premises will there shall be delivered to Tenant no liability on the Anticipated Delivery Date; providedpart of Landlord, however, that if Landlord does not deliver possession and Tenant hereby expressly waives any liability or claim of the Premises by such date, this Lease shall not be rendered void or voidabledamages against Landlord, as a result thereofof, arising out of, or in any way connected with, Landlord's furnishing Tenant with, on Tenant's selection from any list of general contractors or subcontractors that Landlord has, under the terms of this Lease, agreed, or is required, to furnish Tenant. This Landlord, at its option, may (by itself or, at Landlord's option, through a designee) observe and inspect the Work with a view towards the avoidance or prevention of potential breaches of the rules and regulations promulgated by Landlord in accordance with Section 3.3(a) contains the parties' entire agreement 3.09 or Article 22 hereof with respect to Tenant's remedies for Landlord's late delivery of possession construction undertaken in the Building and such monitoring shall not, or be deemed to, impose any obligations on Landlord (or its designee performing such observation and inspection) as a general contractor, supervising architect or job superintendent provided that such observation or inspection shall not be responsible for confer on "the party doing such observing or inspection any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant and the Lease Commencement Date, Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant prior rights relative to the Lease Commencement Date shall be coordinated with performance of such Work. It is further understood and agreed that Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord and/or its designee shall have no responsibility obligations or responsibilities with respect to the completion of the Work, for any items placed in the Premises by Tenant defects (latent or any Agent prior otherwise) therein or thereto or to the Lease Commencement Date; and (b) all quality of the provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretoworkmanship thereof.

Intentionally Deleted. (i) During the Suspension Period, Asset Sales and Asset Swaps not described in clauses (a) It through (e) above subject to five (5) Business Days’ prior written notice to the Administrative Agent, provided that in the case of each such Asset Sale or Asset Swap, (A) no Default or Event of Default has occurred and is presently anticipated that continuing or would result on a Pro Forma Basis from such Asset Sale or Asset Swap, (B) each such Asset Sale or Asset Swap is for fair market value and consummated on an arm’s length basis for fair consideration with a non-Affiliate in whom the Premises Parent, the Borrower or any of their Subsidiaries has not and will be not after giving effect to the contemplated Asset Sale or Asset Swap have made an Investment in excess of 25% of the total consideration received in connection with such Asset Sale or Asset Swap, (C) the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with such Asset Sale or Asset Swap in accordance with §4.2, (D) the Borrower or such Subsidiary has complied with the provisions of §10.5.1(b)(iii) with respect to the assets acquired in such Asset Swap, (E) the Borrower has obtained a fairness opinion reasonably acceptable to the Administrative Agent for Asset Swaps having a value in excess of $10,000,000 and (F) contemporaneously with such Asset Sale or Asset Swap, the Borrower shall have delivered to Tenant on the Anticipated Delivery Date; providedAdministrative Agent (x) an updated Schedule 8.3(b) and/or Schedule 8.21, howeveras applicable, that if Landlord does not deliver possession after giving effect to such Asset Sale or Asset Swap and (y) an officer’s certificate, duly executed by a senior financial officer of the Premises Borrower, setting forth in detail reasonably satisfactory to the Administrative Agent the cumulative calculations of Consolidated EBITDA as set forth herein, and (ii) After the Revert Date, Asset Sales and Asset Swaps not described in clauses (a) through (e) above, provided that in the case of each such Asset Sale or Asset Swap, (A) no Default or Event of Default has occurred and is continuing or would result on a Pro Forma Basis from such Asset Sale or Asset Swap, (B) in the case of an Asset Sale, either (x) at least seventy-five percent (75%) of the consideration received by the Borrower or such dateSubsidiary in connection with any such Asset Sale is in the form of cash and is received upon consummation of such Asset Sale (provided that (I) Investments permitted hereunder and converted to cash within thirty (30) days and (II) any Indebtedness secured by the assets sold and assumed by the buyer shall be treated as cash proceeds for purposes of calculating compliance with the seventy-five percent (75%) requirement set forth in this clause (B) but not for purposes of calculating Net Cash Sale Proceeds), or (y) such disposition constitutes a permitted Investment pursuant to §10.3(j), (C) each such Asset Sale (other than a Bridge to Sale Transfer as provided under §9.17) or Asset Swap is consummated on an arm’s length basis for fair consideration with a non-Affiliate in whom the Parent, the Borrower or any of their Subsidiaries has not and will not after giving effect to the contemplated Asset Sale or Asset Swap have made an Investment in excess of 25% of the total consideration received in connection with such Asset Sale or Asset Swap, (D) the Borrower applies the Net Cash Sale Proceeds received by the Borrower or any of its Subsidiaries in connection with such Asset Sale or Asset Swap in accordance with §4.2, (E) in the case of an Asset Swap, the Borrower or such Subsidiary has complied with the provisions of §10.5.1(b)(iii) with respect to the assets acquired in such Asset Swap, (F) in the case of an Asset Sale under this Lease clause (g)(ii), the aggregate amount of Consolidated EBITDA generated by, or attributed to such asset, together with any other assets disposed of pursuant to this clause (g)(ii) (calculating such generated or attributed Consolidated EBITDA, as of the most recent Reference Period for which financial statements were delivered prior to the closing of such applicable disposition), shall not exceed (x) in the 365 days immediately preceding such proposed disposition (as reasonably determined by a senior financial officer of the Borrower at the time of the respective Asset Sale), ten percent (10%) of the Consolidated EBITDA for the Reference Period most recently ended prior to such proposed disposition for which financial statements have been delivered, and (y) during the term of this Credit Agreement (as reasonably determined by a senior financial officer of the Borrower at the time of the respective Asset Sale), the greater of (I) thirty percent (30%) of the Consolidated EBITDA for the Reference Period most recently ended prior to such proposed disposition for which financial statements have been delivered and (II) $25,000,000 of Consolidated EBITDA, and (G) contemporaneously with such Asset Sale or Asset Swap, the Borrower shall have delivered to the Administrative Agent (x) an updated Schedule 8.3(b) and/or Schedule 8.21, as applicable, after giving effect to such Asset Sale or Asset Swap and (y) an officer’s certificate, duly executed by a senior financial officer of the Borrower, setting forth in detail reasonably satisfactory to the Administrative Agent the cumulative calculations of Consolidated EBITDA as set forth herein. Notwithstanding the foregoing, the Borrower or any Subsidiary shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement required to comply with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession of the Premises to Tenant conditions described in clauses (B) and (C) of this §10.5.2(g)(ii) in connection with any transfer of certain assets used in connection with the Lease Commencement DateBorrower’s Hawaiian operations into a trust for FCC regulatory purposes or the subsequent sale or disposal by such trust of such assets, Tenant shall have so long as the right to enter Borrower applies the Premises solely for Net Cash Sale Proceeds received by the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant Borrower or any Agent of Tenant prior to the Lease Commencement Date shall be coordinated with Landlord to ensure that such activity does not interfere its Subsidiaries in connection with any other worksuch Asset Sale in accordance with §4.2. If Landlord determines that All non-cash proceeds from any Asset Sale must be included in the calculation of Investments in connection with compliance with §10.3.(j). Concurrent with the consummation of each such interference is occurringAsset Sale or Asset Swap permitted under clauses (e) and (g) above, then Landlord the Borrower shall have the right to require the removal provide a detailed good faith estimate of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all calculation of the provisions Net Cash Sale Proceeds of this Lease (including all insurance, indemnity such Asset Sale or Asset Swap together with the usage and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside anticipated usage of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretoNet Cash Sale Proceeds.

Intentionally Deleted. (a) It is presently anticipated that Notwithstanding the Premises will be delivered to Tenant on foregoing, the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, this Lease following items shall not be rendered void included in Operating Costs: (i) any expenses which under generally accepted accounting principles would not be considered a maintenance, repair and/or operating expense for a commercial office facility, other than items expressly included in Operating Expenses as set forth in subsections 6(a)(vii) and (viii) above, (ii) costs associated with the operation of the business of the entity which constitutes the “Landlord”, including, but not limited to, the legal and accounting costs associated with the leasing, selling, syndicating, financing, mortgaging, or voidablehypothecating of any of Landlord’s interest in the Project, (iii) costs of disputes between Landlord and its employees, tenants or contractors, (iv) depreciation and/or amortization of the Project, (v) the cost of repairs or other work incurred by reason of fire, windstorm or other casualty paid under insurance contracts, (vi) Landlord’s gross receipts taxes, personal and corporate taxes, inheritance and estate taxes, franchise, gift or transfer taxes or other Tax Exclusions, (vii) fines, penalties and other government imposed charges inclusive of interest and attorney fees incurred solely as a result thereof. This Section 3.3(aof Landlord’s failure to comply with legal or regulatory requirements (except to the extent such fees were incurred as a result of Tenant’s failure to perform Tenant’s obligations hereunder), (viii) contains costs relating to challenging the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery assessed valuation of possession and Landlord shall not be responsible the Project including attorneys’ fees, except for any damages, nor shall Tenant be entitled to terminate this Leasecosts or expenses incurred by Landlord in challenging tax assessments at the request of Tenant; (ix) capital improvements, except for items expressly included in Operating Expenses as may be set forth in subsections 6(a)(vii) and (viii) above; (x) construction defects or repairs due to the negligent or willful acts or omissions (where there was a duty to act) of Landlord or its agents or others under its control, (xi) advertising or other promotional costs concerning the Project, (xii) ground lease payments, payments on mortgages or other debt obligations, (xiii) any expense which is reimbursed by insurance, warranties or third parties; (xiv) management fees in excess of three and 62/100 percent (3.62%) of the then-applicable annual Base Rental; (xv) wages, salaries, or other compensation paid to any executive above the grade of building manager; (xvi) expenditures for compliance with any federal, state or local law, rule, ordinance or requirement regarding the environment or hazardous waste and materials the violation of which existed at or prior to the Commencement Date hereof for which Tenant is not legally responsible; (xvii) expenses of Landlord in curing defaults or performing work expressly provided in this Lease to be borne at Landlord’s expense; (xviii) Landlord’s general corporate overhead and administrative expenses; (xix) penalties for late payment, including, without limitation, penalties for late payment of taxes, equipment leases, and other amounts owing by Landlord, unless such late payment was due to Tenant’s late payment of Additional Rent; (xx) wages, salaries, benefits and expenses attributable to off-site personnel, except as expressly included in Section 3.3(a). 6(a) hereof; (bxxi) Between except for emergencies, rentals and other related expenses, if any, incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature except equipment the date costs of which would have been included in Operating Costs had Landlord tenders possession purchased such equipment, but not any amounts in excess of the Premises to Operating Costs that Landlord would have incurred had Landlord purchased such equipment; (xxii) initial costs of constructing the Building, the Site Improvements, the Tenant Improvements and the Lease Commencement Dateparking lots, Tenant shall have driveways, sidewalks, landscaping, courtyard and any other improvements on the right to enter Project; (xxiii) the Premises solely costs of any initial “tap fees” or one time lump sum sewer or water connection fees for the purposes Project; (xxiv) costs or fees relating to the defense of performing Landlord’s title to or interest in the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant Project, or any Agent part thereof, or any costs or expenses associated with any sale or finance transaction, or any costs or expenses associated with implementing the Ground Lease beyond what Landlord would have incurred had Landlord owned the Project in fee simple; (xxv) expenses and costs of Tenant encapsulation, removal, or abatement of substances located on the Project prior to the Lease Commencement Date shall required to be coordinated encapsulated, removed, or abated pursuant to applicable laws; (xxvi) costs or expenses, including judgments, incurred in connection with tort claims against Landlord (including the cost of investigating, defending, or settling the same), (xxvii) payments to ensure that subsidiaries or affiliates of Landlord for goods or services which as a result of a non-competitive selection process materially exceed the cost of such activity does not interfere goods or services if obtained by parties unaffiliated with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have the right to require the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement DateLandlord; and (bxxviii) all costs for the acquisition of the provisions sculpture, paintings or other objects of art unless Tenant expressly consents in writing, (xxix) any charges otherwise payable by Tenant under another provision of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hoursi.e. no duplicative charges)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes ; and (iixxx) Landlord shall not be obligated costs to provide any utility, service or other item in excess of maintain those customarily provided to or for parking spaces on the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretoSurface Parking Lot exclusively used by Ground Lessor.

Intentionally Deleted. (a) It is presently anticipated that DAMAGE AND DESTRUCTION ---------------------- If the Premises will be delivered are hereafter damaged or destroyed or rendered partially untenantable for their accustomed use by fire or other casualty insured under the coverage which Landlord is obligated to Tenant on carry pursuant to Section 11.1 hereof, Landlord shall promptly repair the Anticipated Delivery Datesame to substantially the condition which they were in immediately prior to the happening of such casualty (excluding stock in trade, fixtures, furniture, furnishings, carpeting, floor covering, wall covering, drapes, ceiling and equipment), and from the date of such casualty until the Premises are so repaired and restored, the Minimum Monthly Rent payments payable hereunder shall xxxxx in such proportion as the part of said Premises thus destroyed or rendered untenantable bears to the total Premises; provided, however, that if Landlord does not deliver possession of the Premises by such date, this Lease shall not be rendered void or voidable, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord shall not be responsible obligated to repair and restore if such casualty is not covered by the insurance which Landlord is obligated to carry pursuant to Section 11.1 hereof or is caused directly or indirectly by the negligence of Tenant, its agents, employees and invitees and no portion of the Minimum Monthly Rent and other payments payable hereunder shall xxxxx, and provided, further, that Landlord shall not be obligated to expend for any damages, nor shall Tenant be entitled to terminate this Lease, except as may be expressly provided repair or restoration an amount in this Section 3.3(a). (b) Between the date Landlord tenders possession excess of the insurance proceeds recovered therefor, and provided, further, that if the Premises be damaged, destroyed or rendered untenantable for their accustomed uses by fire or other casualty to Tenant and the extent of more than fifty percent (50%) of the cost to replace the Premises during the last three (3) years of the Lease Commencement DateTerm, then Landlord or Tenant shall have the right to enter terminate this Lease effective as of the date of such casualty by giving to the other, within sixty (60) days after the happening of such casualty, written notice of such termination. If such notice be given, this Lease shall terminate and Landlord shall promptly repay to Tenant any rent theretofore paid in advance which was not earned at the date of such casualty. Any time that Landlord repairs or restores the Premises solely for after damage or destruction, then Tenant shall promptly repair or replace its stock in trade, fixtures, furnishings, furniture, carpeting, wall covering, floor covering, drapes, ceiling and equipment to the purposes of performing the Work and preparing the Premises for Tenant's occupancy. Any and all activity by Tenant or any Agent of Tenant same condition as they were in immediately prior to the casualty, and if Tenant has closed its business, Tenant shall promptly reopen for business upon the completion of such repairs. If in the event of a fire or casualty Landlord fails to repair and restore the Premises within ninety (90) days after the fire or casualty, then Tenant may, as Tenant's sole remedy for failure to rebuild, cancel and terminate this Lease Commencement Date at any time thereafter unless prior to the exercise of such right by Tenant, Landlord substantially completes the repair or restoration. Notwithstanding anything to the contrary set forth herein, in the event all or any portion of the Center shall be coordinated with Landlord damaged or destroyed by the fire or other cause (notwithstanding that the Premises may be unaffected thereby), to ensure that the extent the cost of restoration thereof would exceed fifty percent (50%) of the amount it would have cost to replace the Center in its entirety at the time such activity does not interfere with any other work. If Landlord determines that any such interference is occurringdamage or destruction occurred, then Landlord may terminate this Lease by giving Tenant thirty (30) days prior notice of Landlord's election to do so, which notice shall have be given, if at all, within ninety (90) days following the right to require date of such occurrence. In the removal event of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed in the Premises by Tenant or any Agent prior to the Lease Commencement Date; and (b) all of the provisions termination of this Lease as aforesaid, this lease shall cease thirty (including all insurance30) days after such notice is given, indemnity and utility provisions (except, with respect to utility consumption, Tenant the rent and other charges hereunder shall only be responsible for excess utilities or utilities used outside adjusted as of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretodate.

Intentionally Deleted. All insurance required hereunder shall not be subject to cancellation without at least thirty (a30) It is presently anticipated days prior notice to all insureds, and shall name Landlord, Brandywine Realty Trust, Landlord's Agent and Tenant as insureds, as their interests may appear, and, if requested by Landlord, any liability policy held by Tenant for the Premises shall also name as an additional insured as their interests may appear any mortgagee or holder of any mortgage which may be or become a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates and copies of the policy or policies of insurance above referred to, with evidence that the Premises will be delivered coverages required have been obtained and that premiums have been paid in full for the policy periods. Tenant shall also furnish to Tenant on Landlord throughout the Anticipated Delivery Date; providedterm hereof replacement certificates or copies of renewal polices, however, that if Landlord does not deliver possession together with evidence of like paid premiums at least thirty (30) days prior to the expiration dates of the Premises by such date, then current policy or policies. All the insurance required under this Lease shall be issued by insurance companies authorized to do business in the State of New York with a financial rating of at least an A-X as rated in the most recent edition of Best's Insurance Reports and in business for the past five years. Except as otherwise provided herein, the limit of any such insurance shall not be rendered void or voidablelimit the liability of Tenant hereunder. If Tenant fails to procure and maintain such insurance, as a result thereof. This Section 3.3(a) contains the parties' entire agreement with respect to Tenant's remedies for Landlord's late delivery of possession and Landlord may, but shall not be responsible for any damagesrequired to, nor shall procure and maintain the same, at Tenant's expense to be reimbursed by Tenant as Additional Rent within ten (10) days of written demand. Any deductible under such insurance policy or self-insured retention under such insurance policy in excess of Ten Thousand ($10,000) must be entitled approved by Landlord in writing prior to terminate this Lease, except as may be expressly provided in this Section 3.3(a). (b) Between the date Landlord tenders possession issuance of the Premises to Tenant and the Lease Commencement Date, such policy. Tenant shall have the right to enter the Premises solely for the purposes of performing the Work and preparing the Premises for Tenantnot self-insure without Landlord's occupancyprior written consent. Any and all activity by Tenant or any Agent of Tenant prior to the Lease Commencement Date The policy limits set forth herein shall be coordinated with subject to periodic review, and Landlord to ensure that such activity does not interfere with any other work. If Landlord determines that any such interference is occurring, then Landlord shall have reserves the right to require that Tenant increase the removal of the offending party from the Premises (with Tenant having no right to assert that the Lease Commencement Date or Tenant's other obligations are affected thereby). Notwithstanding anything in this Lease to the contrary: (a) Landlord shall have no responsibility with respect to any items placed liability coverage limits if, in the Premises reasonable opinion of Landlord, the coverage becomes inadequate and is less than commonly maintained by Tenant or any Agent prior to tenants of similar buildings in the Lease Commencement Date; and (b) all of the provisions of this Lease (including all insurance, indemnity and utility provisions (except, with respect to utility consumption, Tenant shall only be responsible for excess utilities or utilities used outside of Building Hours)) shall apply prior to the Lease Commencement Date, except that during such period (i) Tenant shall not be obligated to pay Base Rent or Tenant's Proportionate Share of Operating Charges and Real Estate Taxes and (ii) Landlord shall not be obligated to provide any utility, service or other item in excess of those customarily provided to or for the benefit of a premises in order for Landlord to perform its building standard initial improvement work theretoarea making similar uses.