Common use of Landlord’s Obligation Clause in Contracts

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 Landlord shall not be required to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis points.

Landlord’s Obligation. Except Landlord shall, except as hereinafter expressly provided for in this Section 11.2 Landlord 14.A above, be responsible to repair and maintain the Building, the Property and the Common Areas and to maintain same in a manner consistent with first class office buildings in New Canaan, Connecticut. Such obligation shall not be required to make any alterations, reconstructions, include ordinary and extraordinary expenses as well as capital repairs and replacements, changesexpressly including without limitation the structural portions of the Building, additionsthe basic plumbing, improvements air conditioning, heating, and electrical systems, unless and to the extent that the condition requiring such maintenance is caused in part or in whole by the act, neglect, fault or omission of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay Landlord the reasonable cost of such maintenance or repairs arising through Tenant's fault. There shall be no abatement of Rent and no liability of Landlord by reason of any kind injury or nature whatsoever interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to the Premises or any portion thereof (including, without limitation, any portion of the Improvements Building or any FF&E) at any time during the Term of this LeasePremises or in or to fixtures, appurtenances and equipment therein. Landlord agrees that it shall be Landlord's responsibility to make However, if such interruption or discontinuance (unless and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof extent caused by Tenant's negligence or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems willful conduct) shall continue for three (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord 3) consecutive Business Days (as defined below) or for its review and approval, an annual estimate more than eight (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following 8) Business Days in any Lease Year, which Building Estimate and if the Premises shall be submitted to Landlord for its review and approval not later than sixty (60) days prior rendered untenantable in whole or in part, all Rent shall xxxxx to the commencement of each calendar year extent the Premises is untenantable during the Term hereofpendency of such discontinuance or interruption. Except as may otherwise be provided hereunder, Tenant acknowledges waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereafter in effect. If Landlord shall in good faith dispute Tenant's right to xxxxx Rent, Landlord may commence an arbitration proceeding pursuant to Section 36 to settle the dispute. Pending the determination of the arbitrators (provided that Landlord is actively and agrees that diligently prosecuting same to completion), the terms of Section 23.9 Rent shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergencyabated. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall includeUpon such determination, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client found to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and had the right to examine all books and records abatement, then Tenant shall have the right to offset against Rent (i) the amount of Landlord and Tenant regarding any such abatement plus interest at the Premises during such arbitration. In Interest Rate from the event date of the receipt interruption or discontinuance of service, plus (ii) all reasonable attorneys' fees and costs incurred by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord connection with such arbitration and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in connection with enforcing this paragraph. Landlord Section and Tenant acknowledge in obtaining and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsenforcing any determination and/or judgment.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 From and after the Commencement Date and throughout the Term, Landlord shall not be required to make any alterationskeep and maintain in good condition and repair and in a manner consistent with comparable buildings in the Gaithersburg, reconstructionsMaryland area, replacementsthe following: (i) the Land and Common Area, changes(ii) the structural elements, additionsfoundation, improvements or repairs exterior walls, and roof of any kind or nature whatsoever to the Premises or any portion thereof (Building, including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairsmasonry, alterationscurtain walls, improvementsstructural walls, renewals, replacements or additions to the Premises, structure, roof or exterior facadecolumns, and to its mechanicalfloor slab, and (iii) the mechanical systems (i.e., the plumbing, electrical, heatingHVAC, ventilating air conditioningsecurity and sprinkler systems) of the Building which are a part of the Building Shell and the loading docks of the Building, plumbing and vertical transportation systems (all of the foregoing being hereinafter referred to, collectively, as the "Major RepairsLandlord Repair Items". Landlord shall comply with Governmental Requirements as they relate to the Land, Common Area and the Landlord Repair Items. The cost of maintenance, repairs, and replacements to the Common Area and the Building shall be included in the Operating Expenses (unless otherwise expressly excluded under this Lease or the responsibility of Landlord under Article XXI) and paid by Tenant as and to the extent provided in Article VII. Subject to the provisions of Article XXI Section 17.7, if any repairs or replacements to the Common Area or Building are necessitated by the negligence or willful misconduct of Tenant, its assignees or subtenants, or its or their agents, servants, employees, contractors, invitees, licensees, customers or subtenants ("Permittees"). In this regard, Tenant, at its own expense, shall promptly make such repairs and replacements [or, if requested by Landlord, Tenant shall prepare and deliver to will reimburse Landlord for its review the costs of such repairs and approvalreplacements within thirty (30) days of written demand]. Tenant shall promptly notify Landlord of any maintenance, an annual estimate (repairs, and replacements to the "Common Area or Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereofbecomes aware. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; providedresponsible for any maintenance, howeverrepair, that Landlord agrees that it will not withhold its consent with respect to Major Repairs or replacement which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for Tenant's responsibility under the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements express terms of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsLease.

Landlord’s Obligation. Except Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas, the foundation, slabs, roof structure and membrane, curtain walls and load-bearing and exterior walls of the Building, and (i) HVAC equipment (except as hereinafter provided described in this Section 11.2 clause (vi) of Paragraph 5.1(a) above), and (ii) plumbing, pipes, and drains, to the extent the items described in clauses (i) and (ii), serve both the Leased Premises and other portions of the Property. Landlord may hire a licensed HVAC contractor to regularly and periodically inspect and perform required maintenance on the HVAC equipment and systems serving the Leased Premises and/or the Building. Landlord may also hire a licensed roofing contractor to regularly and periodically inspect and perform required maintenance on the roof of the Building. Landlord shall not be required keep the Common Areas in a clean condition. Landlord shall regularly and periodically sweep and clean the driveways and parking areas. Unless necessitated by the acts or omissions of Tenant or any of the Tenant Parties (subject to the terms of Paragraph 9.3 below), Landlord shall make any alterations, reconstructions, replacements, changes, additions, improvements necessary (x) structural repairs or repairs of any kind or nature whatsoever structural replacements to the Leased Premises and (y) repairs or replacements to (i) any portion thereof fire alarm and communication system in the Leased Premises installed by Landlord, (includingii) the electrical, without limitationplumbing, any portion and mechanical portions of the Improvements or Warm Shell Components as defined in the Work Letter), (iii) the Building elevator(s) except during any FF&E) at any time during period that Tenant is leasing the Term entire rentable square footage of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facadeBuilding, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all iv) any sprinkler system installed by Landlord in the Leased Premises; if any of the foregoing are necessitated by the "Major Repairs"acts or negligent or wrongful omissions of Tenant or any of the Tenant Parties (subject to Paragraph 9.3 below). In this regard, Tenant shall prepare and deliver reimburse to Landlord for its review and approvalLandlord, an annual estimate within thirty (the "Building Estimate"30) days after receipt of the expenses necessary for Major Repairs which Tenant believes should be made to applicable invoices, the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved cost incurred by Landlord in connection therewith. The provisions of this subparagraph (b) shall not be madein no way limit the right of Landlord to charge to Tenant, as Additional Building D Rent pursuant to Article 3, the costs incurred by Landlord in performing such maintenance and/or inspections, and/or in making such repairs or replacements; provided, however, that (1) Tenant shall not be responsible for any capital repairs or replacements costing over $10,000 individually, which are incurred by Landlord agrees that it will not withhold its consent during the initial, unextended Lease Term, except to the extent such capital repairs or replacements are necessitated by Tenant’s breach of this Lease), and (2) with respect to Major Repairs which are required by reason of capital repairs or replacements costing less than $10,000 individually during the initial, unextended Lease Term, Tenant shall pay the full amount thereof until in any lawtwelve (12) month period Tenant has paid $50,000 on such capital repairs or replacements, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) and thereafter for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results balance of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitrationtwelve (12) month period, Landlord shall pay for such capital repairs or replacements and the cost incurred by Landlord, including interest at a rate equal to the Standard Interest Rate, shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which amortized by Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator over the useful life of such dispute within fifteen (15) days after written demand for arbitration is received capital repairs or sent by Landlord. In replacements, as determined in accordance with generally accepted accounting principles, and the event Landlord fails to make monthly amortized cost of such designation within such fifteen (15) day period, Tenant capital repairs or replacements as so amortized shall be entitled to designate any nationally recognized accounting firm with considered a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the disputeProperty Maintenance Cost. The arbitrator's decision entire foregoing proviso shall expire and be binding on all parties and of no further force or effect after the initial unextended Lease Term has expired (i.e., it shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take during any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenantextension periods), plus 375 basis points.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 for damage caused or allowed by Tenant and its employees or invitees, Landlord shall maintain, at Landlord's expense and not be required to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs as Operating Expense the structural foundations of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion of and the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate"roof(s) of the Premises. The term "Common Areas" refers to all areas within the Property which are made available, from time to time, for general use of all tenants and Landlord, which areas shall include, but not necessarily be limited to, parking areas, driveways, sidewalks, landscaped and planted areas, common lobbies and loading docks and the like. The Landlord shall keep or cause to be kept the Common Areas in a neat, clean, and orderly condition, properly lighted and landscaped and planted areas, common lobbies and loading docks and the like. The Landlord shall keep or cause to be kept the Common Areas in a neat, clean, and orderly condition, properly lighted and landscaped and shall repair any damage to the facilities thereof, and all expenses necessary in connection with the common areas shall be Operating Expenses for Major Repairs which Tenant believes should be made will pay its Pro Rata Share. Operating Expenses for Common Areas general maintenance and repairs, relocation of facilities, resurfacing, painting, striping, re-striping, cleaning snow removal, sweeping and janitorial services, maintenance and repair of sidewalks, curbs and Property signage, landscaping; irrigation, or sprinkling systems, planting and maintenance (other than exterior roof and structural foundations of the Premises) including but not limited to patching, resurfacing and preventative maintenance and painting or renovation of the Premises for ???? heating, ventilation and air conditioning system serving more of the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later Property than sixty (60) days prior to just the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required ???? cost or expenses incurred by reason of any law, ordinance, regulation repairs or order modifications to the Property for energy or reserves for replacement of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required existing capital improvements in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt Common Areas in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate amounts as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails may cause any or all of said services to be provided by an independent contractor or contractors. Landlord shall have no such repairs. Landlord shall have no obligation to make such designation within such fifteen (15) day periodany repair, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant change or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request improvement of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision number of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsPremises.

Landlord’s Obligation. Except Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas, the foundation, slabs, roof structure and membrane, curtain walls and load-bearing and exterior walls of the Building, and (i) HVAC equipment (except as hereinafter provided described in this Section 11.2 clause (vi) of Paragraph 5.1(a) above), and (ii) plumbing, pipes, and drains, to the extent the items described in clauses (i) and (ii), serve both the Leased Premises and other portions of the Property. Landlord may hire a licensed HVAC contractor to regularly and periodically inspect and perform required maintenance on the HVAC equipment and systems serving the Leased Premises and/or the Building. Landlord may also hire a licensed roofing contractor to regularly and periodically inspect and perform required maintenance on the roof of the Building. Landlord shall not be required keep the Common Areas in a clean condition. Landlord shall regularly and periodically sweep and clean the driveways and parking areas. Unless necessitated by the acts or omissions of Tenant or any of the Tenant Parties (subject to the terms of Paragraph 9.3 below), Landlord shall make any alterations, reconstructions, replacements, changes, additions, improvements necessary (x) structural repairs or repairs of any kind or nature whatsoever structural replacements to the Leased Premises and (y) repairs or replacements to (i) any portion thereof fire alarm and communication system in the Leased Premises installed by Landlord, (includingii) the electrical, without limitationplumbing, any portion and mechanical portions of the Improvements or Warm Shell Components as defined in the Work Letter), (iii) the Building elevator(s) except during any FF&E) at any time during period that Tenant is leasing the Term entire rentable square footage of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facadeBuilding, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all iv) any sprinkler system installed by Landlord in the Leased Premises; if any of the foregoing are necessitated by the "Major Repairs"acts or negligent or wrongful omissions of Tenant or any of the Tenant Parties (subject to Paragraph 9.3 below). In this regard, Tenant shall prepare and deliver reimburse to Landlord for its review and approvalLandlord, an annual estimate within thirty (the "Building Estimate"30) days after receipt of the expenses necessary for Major Repairs which Tenant believes should be made to applicable invoices, the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved cost incurred by Landlord in connection therewith. The provisions of this subparagraph (b) shall not be madein no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3, the costs incurred by Landlord in performing such maintenance and/or inspections, and/or in making such repairs or replacements; provided, however, that (1) Tenant shall not be responsible for any capital repairs or replacements costing over $10,000 individually, which are incurred by Landlord agrees that it will not withhold its consent during the initial, unextended Lease Term, except to the extent such capital repairs or replacements are necessitated by Tenant’s breach of this Lease), and (2) with respect to Major Repairs which are required by reason of capital repairs or replacements costing less than $10,000 individually during the initial, unextended Lease Term, Tenant shall pay the full amount thereof until in any lawtwelve (12) month period Tenant has paid $50,000 on such capital repairs or replacements, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) and thereafter for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results balance of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitrationtwelve (12) month period, Landlord shall pay for such capital repairs or replacements and the cost incurred by Landlord, including interest at a rate equal to the Standard Interest Rate, shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which amortized by Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator over the useful life of such dispute within fifteen (15) days after written demand for arbitration is received capital Building C repairs or sent by Landlord. In replacements, as determined in accordance with generally accepted accounting principles, and the event Landlord fails to make monthly amortized cost of such designation within such fifteen (15) day period, Tenant capital repairs or replacements as so amortized shall be entitled to designate any nationally recognized accounting firm with considered a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the disputeProperty Maintenance Cost. The arbitrator's decision entire foregoing proviso shall expire and be binding on all parties and of no further force or effect after the initial unextended Lease Term has expired (i.e., it shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take during any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenantextension periods), plus 375 basis points.

Landlord’s Obligation. Except As long as hereinafter no Event of Default has occurred and is continuing, Landlord shall keep and maintain in good repair and working order the structural and non-structural parts of the Building (including the roof), the Common Area and the major systems of the Building (including but not necessarily limited to heating, ventilation, air conditioning, electrical and plumbing) within and serving the Premises and the Building (excluding Tenant's leasehold improvements in the Premises) that are required for the normal maintenance and operation of the Premises, the Building and the Land. The cost of such maintenance and repairs to the Building, the Land and said equipment shall be included in the Operating Expenses and paid by Tenant as provided in this Section 11.2 Article 7 herein. Tenant shall immediately give Landlord written notice of any defect or need for repairs. After such notice, Landlord shall have a reasonable opportunity to repair or cure such defect; however, Landlord shall diligently proceed with the correction of such defects as soon as reasonably possible after receipt of such notice. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be strictly limited to the cost of such repairs or maintenance or the curing of such defect; and shall not be required include responsibility or liability for or relating to make any alterationsconsequential, reconstructionsincidental or special injuries or damages that Tenants may incur. Notwithstanding the foregoing, replacementsin the event of such defects interfere with or prevent Tenant's use of the Premises, changesand Landlord neglects to correct such defects for a period exceeding thirty (30) days after notice thereof, additionsTenant shall have the right, after first giving the Landlord five (5) days prior written notice, to take such actions against the next month's Basic Rent. In addition to the foregoing, Landlord shall, at Landlord's cost an expense, take reasonably appropriate and timely action to maintain the Building (but not at any Alternations or other leasehold improvements or repairs installed by Tenant within the Premises) and Common Area in compliance with such Legal Requirements as are imposed by order of any kind governmental or nature whatsoever quasi-governmental agency or authority with respect to the Premises or any portion thereof (Common Areas for which Landlord is responsible as stated in this sentence, including, without limitation, any portion the removal of Hazardous Materials and the Improvements costs of retrofitting or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party refurbishing areas to comply with such Legal Requirements that relate to handicapped access or use pursuant to the arbitrator's decisionAmericans with Disabilities Act. Without limiting anything else contained in this section, Landlord agrees to make (I) such corrections to the arbitrator shall be empowered at the request of the other party third floor bathrooms as are necessary to order such bring them into compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the partiesAmericans with Disabilities Act, and (ii) repairs and adjustments to the American Arbitration Association, if applicable, shall take any action necessary to ensure elevators located in the Premises so that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to elevators are in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental good working order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsCommencement Date.

Landlord’s Obligation. Except as hereinafter provided Landlord, at its sole cost and expense (except to the extent properly included in this Section 11.2 Landlord Expenses), shall not be required to make responsible for correcting any alterations, reconstructions, replacements, changes, additions, improvements or repairs violations of any kind or nature whatsoever Title III of the Americans with Disabilities Act with respect to the Premises and the Common Areas of the Building, provided that Landlord's obligation with respect to the Premises shall be limited to violations that arise out of Landlord's Work and/or the condition of the Premises prior to the installation of any furniture, equipment and other personal property of Tenant. In addition, Landlord shall comply with all other Laws relating to the Common Areas provided that compliance with such Laws is not the responsibility of Tenant under this Lease, and provided further that Landlord's failure to comply therewith would prohibit Tenant from obtaining or maintaining a certificate of occupancy, or its equivalent, for the Premises, or would unreasonably and materially affect the safety of Tenant's employees or create a significant health hazard for Tenant's employees. Notwithstanding the foregoing, Landlord shall have the right to contest any portion thereof (alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any portion and all defenses allowed by Law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by Law. Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment. Notwithstanding the foregoing, Tenant, not Landlord, shall be responsible for the correction of any violations that arise out of or in connection with any claims brought under any provision of the Improvements Americans with Disabilities Act other than Title III, the specific nature of Tenant's business in the Premises (other than general office use), the acts or omissions of Tenant, its agents, employees or contractors, Tenant's arrangement of any FF&E) at furniture, equipment or other property in the Premises, any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements additions or additions to improvements performed by or on behalf of Tenant (other than the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate"Work) of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation design or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation configuration of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if specifically requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event Tenant after being informed that the parties are still such design or configuration may not able to reach agreement on the Building Estimate for any particular Lease Year after complying be in strict compliance with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsADA.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 Landlord shall not be responsible to make any repairs, renovations or maintenance to any part of the Premises except as expressly provided herein. Except for repairs that Tenant is required to make any alterationspursuant to Article 12.2, reconstructionsLandlord shall (a) keep and maintain in good repair and working order the Building and roof area (excluding Tenant's Property), replacements(b) make all repairs and replacement to all exterior structural portions of the Building, changesincluding, additionsbut not limited to, improvements or repairs the exterior Building walls (including doors), roof and foundations, adjoining sidewalks, driveways, service areas and curbs (irrespective of any kind duty on the part of any governmental agency to make or nature whatsoever order such repairs and replacements), and all repairs and replacements necessary to put and maintain the Premises or any portion thereof exterior of the Building and parking area (including, without limitationbut not limited to, any portion filling holes and resealing as necessary, but subject to normal wear and tear), including all improvements now or hereafter thereon, and all appurtenances thereto (including sewer and sewer connections, water and gas pipes and connections, electrical wires and connections) in a safe and tenantable condition and in good order and repair, except for those repairs made necessary by the negligent acts or default of the Improvements Tenant or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facadeits employees, and to its mechanical(c) provide for lawn, electrical, heating, ventilating air conditioning, plumbing landscaping and vertical transportation systems (shrubbery care and snow removal. The cost of all of the foregoing shall be included in the "Major Repairs")Operating Expenses and paid by Tenant on a pro rata basis as and to the extent provided in Article 7 herein. In this regard, Tenant shall prepare and deliver to immediately give Landlord written notice of any defect or need for its review and approvalrepairs of which the Tenant becomes aware. After such notice, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent have a reasonable opportunity to repair or cure such defect. Landlord's liability with respect to Major Repairs any defects, repairs or maintenance for which are required by reason of Landlord is responsible under any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements provisions of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon Lease shall be referred limited to arbitration. Pending the results cost of such arbitration repairs or maintenance or the earlier agreement curing of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaidsuch defect. With Landlord's liability with respect to any such matter to be submitted to arbitrationdefects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be entitled limited to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator the cost of such dispute within fifteen (15) days after written demand for arbitration is received repairs or sent by Landlord. In maintenance or the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator curing of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsdefect.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 From and after the Date of Lease and throughout the Term, Landlord shall not be required to make any alterationskeep and maintain, reconstructionsin good condition and repair and in a manner consistent with comparable properties in the Gaithersburg, replacementsMaryland area, changesthe following: (i) the Land and the Common Area, additionsand (ii) the structural elements, improvements or repairs foundation, exterior walls, and roof of any kind or nature whatsoever to the Premises or any portion thereof (Building, including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairsmasonry, alterationscurtain walls, improvementsstructural walls, renewals, replacements or additions to the Premises, structure, roof or exterior facadecolumns, and to its mechanicalfloor slab (collectively, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building EstimateStructure") of the expenses necessary for Major Repairs which Tenant believes should be made but excluding exterior doors and windows. Landlord shall comply with Governmental Requirements as they relate to the Premises for Land, Common Area, and Building Structure. The cost of maintenance, repairs, and replacements to the following Lease Year, which Building Estimate Land and Common Area shall be submitted included in the CAM Costs (unless otherwise expressly excluded under this Lease or the responsibility of Landlord under Article XXI) and paid by Tenant as provided in Article VII. Subject to the provisions of Article XXI and Section 17.6, the cost of maintenance and repairs to the Building Structure shall be advanced by Landlord but reimbursed to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. by Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent within thirty (30) day period days after written request by Landlord, accompanied by evidence of these costs. The cost of replacements to resolve the Building Structure shall be paid by Landlord without reimbursement by Tenant. Subject to the provisions of Article XXI and Section 17.6, if any disputesrepairs or replacements to the Land, which attempts Common Area, or Building Structure are necessitated by the negligence or willful misconduct of Tenant, its assignees or subtenants, or its or their agents, servants, employees, contractors, invitees, licensees, customers or subtenants ("Permittees"), Tenant, at its own expense, shall includepromptly shall make such repairs and replacements [or, if requested by either partyLandlord, at least one meeting of executive-level officers of Tenant will reimburse Landlord and Tenant. In for the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results costs of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute repairs and replacements within fifteen thirty (1530) days after of written demand for arbitration is received or sent by Landlorddemand]. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled promptly notify Landlord of any maintenance, repairs, and replacements to designate any nationally recognized accounting firm with a hospitality division the Land, Common Area, or Building Structure of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsbecomes aware.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 Subject to reimbursement by Tenant pursuant to Article 5 hereof, Landlord shall not keep, or cause to be required to make any alterationskept, reconstructionsthe foundation, replacementsthe exterior walls (except store fronts, changesplate glass windows, additionsdoors, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (includingdoor closure devices, without limitationwindow and door frames, any molding, locks and hardware, and that portion of the Improvements or any FF&E) at any time during the Term sidewalk directly adjacent to Tenant's storefront including snow removal therefrom, all of this Lease. Landlord agrees that it shall be Landlordwhich are Tenant's responsibility to make and pay for major repairsTenant's sole expense), alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by and structural components of the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt building in good faith during repair, except for damage due to the subsequent thirty (30) day period to resolve any disputesnegligence, acts or omissions of Tenant, its agents, employees, subtenants, licensees, invitees and concessionaires, which attempts repairs shall include, if requested be made by either partyTenant, at least one meeting of executive-level officers of Landlord and Tenant's sole expense. In the event that the parties are still not able Premises should become in need of repairs required to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise hereunder, Tenant shall give prompt written notice thereof to Landlord, and Landlord shall commence required repairs as soon as reasonably practicable. This section shall not apply in case of emergency damage or destruction by fire or other casualty or condemnation or eminent domain or force majeure, in which event the obligations of Landlord shall be controlled by Articles 14 and 15. Except as aforesaid. With respect to any such matter to be submitted to arbitrationotherwise provided in this section, Landlord shall not be entitled obligated to designate make repairs, replacements or improvements of any nationally recognized accounting firm with a hospitality division kind upon the Premises, or to any equipment, merchandise, stock in trade, facilities or fixtures therein, all of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day periodshall be Tenant's responsibility, but Tenant shall be entitled give Landlord prompt written notice of any accident, casualty, damage or other similar occurrence in or to designate any nationally recognized accounting firm with a hospitality division the Premises or the Common Area of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designationhas knowledge. In the event no nationally recognized accounting firm satisfying such qualifications is available Landlord's costs and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party expenses to comply with this section may be included in CAM. Notwithstanding anything to the arbitratorcontrary contained herein, Landlord's decisionobligation hereunder is limited to repairs specified in this Section 7.1 only, the arbitrator and Landlord shall be empowered at the request have no liability for any damages or injury arising out of any condition or occurrence causing a need for such repairs unless such damage or injury occurred as a result of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision gross negligence of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairsits agents, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% employees or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsassigns.

Landlord’s Obligation. Except Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas and the foundation, footings, slabs, roof structure and membrane, structural and load-bearing and exterior walls of Building 3, elevators, plumbing, pipes, sinks, toilets, faucets and drains, and HVAC equipment. The provisions of this subparagraph (b) shall in no way limit the right of Landlord to charge to Tenant, as hereinafter provided in this Section 11.2 Landlord shall not be required Additional Rent pursuant to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever Article 3 (to the Premises or any portion thereof (includingextent not prohibited pursuant to Article 3), without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined costs incurred by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergencyperforming such maintenance and/or making such repairs. If the as a part of Landlord’s obligations under this Paragraph 5.1(b), Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate is responsible for any particular Lease Year after complying with the foregoing requirements individual repair or replacement which is estimated to cost in excess of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon $10,000 and any matters not agreed upon shall would typically be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitrationcapitalized under GAAP, Landlord shall perform such capital repair or replacement and the costs incurred by Landlord with respect thereto (the “Capital Costs”) shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator amortized without interest over the useful life of such dispute within fifteen improvement as reasonably determined in accordance with GAAP, and Landlord shall notify Tenant in writing of the monthly amortization payment (15“Notice of Amortized Capital Costs Amount”) days after written demand for arbitration required to so amortize such costs, and shall also provide Tenant with reasonable backup documentation (including calculation of the amortized amount) upon which such determination is received or sent by Landlordmade in the Notice of Amortized Capital Costs Amount. In the event Landlord fails to make shall also promptly provide Tenant with any additional information regarding such designation within such fifteen (15) day period, amortized costs which are reasonably requested. Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered pay at the request same time the Base Monthly Rent is due an amount equal to such monthly amortization payment for each month after such improvements are completed until the first to occur of (i) the expiration of the other party Lease Term (as the same may be extended pursuant to order such compliance by Article 15 below or otherwise), or (ii) the non-complying party and to supervise or arrange for the supervision end of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following term over which such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointscosts were amortized.

Landlord’s Obligation. Except Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas and the foundation, footings, slabs, roof structure and membrane, structural and load-bearing and exterior walls of Building 4, elevators, plumbing, pipes, sinks, toilets, faucets and drains, and HVAC equipment. The provisions of this subparagraph (b) shall in no way limit the right of Landlord to charge to Tenant, as hereinafter provided in this Section 11.2 Landlord shall not be required Additional Rent pursuant to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever Article 3 (to the Premises or any portion thereof (includingextent not prohibited pursuant to Article 3), without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined costs incurred by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergencyperforming such maintenance and/or making such repairs. If the as a part of Landlord’s obligations under this Paragraph 5.1(b), Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate is responsible for any particular Lease Year after complying with the foregoing requirements individual repair or replacement which is estimated to cost in excess of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon $10,000 and any matters not agreed upon shall would typically be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitrationcapitalized under GAAP, Landlord shall perform such capital repair or replacement and the costs incurred by Landlord with respect thereto (the “Capital Costs”) shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator amortized without interest over the useful life of such dispute within fifteen improvement as reasonably determined in accordance with GAAP, and Landlord shall notify Tenant in writing of the monthly amortization payment (15“Notice of Amortized Capital Costs Amount”) days after written demand for arbitration required to so amortize such costs, and shall also provide Tenant with reasonable backup documentation (including calculation of the amortized amount) upon which such determination is received or sent by Landlordmade in the Notice of Amortized Capital Costs Amount. In the event Landlord fails to make shall also promptly provide Tenant with any additional information regarding such designation within such fifteen (15) day period, amortized costs which are reasonably requested. Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered pay at the request same time the Base Monthly Rent is due an amount equal to such monthly amortization payment for each month after such improvements are completed until the first to occur of (i) the expiration of the other party Lease Term (as the same may be extended pursuant to order such compliance by Article 15 below or otherwise), or (ii) the non-complying party and to supervise or arrange for the supervision end of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following term over which such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointscosts were amortized.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 Landlord shall not be required to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever Landlord's sole obligation with respect to the Premises or any portion thereof (including, without limitation, any portion maintenance and repair of the Improvements or any FF&E) Premises shall be to perform all maintenance and repairs that may become necessary at any time during the Lease Term to the structural elements of the Buildings, which shall be limited to the foundations, footings, structural elements of load-bearing walls only (but not the interior or exterior surfaces) and roof structure (but not the surface). Tenant shall give Landlord prompt written notice if Tenant believes that there is a condition that requires maintenance or repair by Landlord. Notwithstanding any contrary provision of this Lease. , if Tenant provides written notice to Landlord agrees that it shall be of the need for maintenance and/or repairs which are Landlord's responsibility obligation to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facadeperform under this Section 6.2(b), and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make commence such designation maintenance and/or repairs within a commercially reasonable period of time, given the circumstances, after receipt of such fifteen (15notice, then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three business day notice to Landlord that Tenant is taking such action. If such maintenance and/or repairs were required by this Section 6.2(b) day periodto be performed by Landlord, then Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division reimbursement by Landlord of which Tenant or an Affiliate Tenant's reasonable costs and expenses in performing such maintenance and/or repairs. Reimbursement shall be made within 30 days after Landlord's receipt of Tenant is not a significant client to serve as arbitrator invoice of such dispute within fifteen (15) days after costs and expenses, together with reasonable documentation substantiating such costs and expenses, and if Landlord fails to timely make so reimburse Tenant within such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator30-day period, the arbitrator then Tenant shall be appointed entitled to deduct from Rent payable by Tenant under this Lease the American Arbitration Association from among the members amount of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply such invoice together with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator interest which shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by accrued on the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis points.such invoice during the

Landlord’s Obligation. Except as hereinafter provided in this Pursuant to Section 11.2 4.02, ------------ --------------------- Landlord shall not be required provide normal and customary maintenance and upkeep of the Demised Premises and Building pursuant to make any alterationsa Service Contract. In addition to those items covered under the Service Contract (a listing of which is set forth on Exhibit F attached hereto), reconstructionsLandlord shall (i) keep the foundation, replacementsexterior --------- walls, changesroof, additionsgutters and downspouts, improvements or repairs of any kind or nature whatsoever heating and air conditioning and all other equipment relating to the Demised Premises in good condition and repair and make such modifications or any portion replacements thereof as may be necessary or required by law or ordinance, and (including, without limitation, any portion of ii) keep the Improvements or any FF&E) at any time during the Term of this Leaseparking area surface in good condition and repair. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, obtain at least one meeting of executive-level officers of Landlord and Tenant(3) bids for such work. In the event that the parties are still not able lowest bidder is an entity or individual related or affiliated with Landlord, Tenant shall have the right to reach agreement on the Building Estimate for consent to such party, which consent may be granted or withheld in Tenant's sole and absolute discretion. Tenant shall reimburse Landlord as "Additional Rent" any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions cost of the Building Estimate above work, except as they may have agreed upon and any matters not agreed upon provided in Section 16.14. Any such costs shall be referred the cost charged to arbitration. Pending the results of such arbitration Landlord, and shall not include any xxxx-up or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent fee by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and Said amounts shall not be subject to further review or appeal except as otherwise allowed due by applicable lawTenant until Tenant has received acceptable documentation from Landlord supporting the costs (both amount and necessity) incurred by Landlord. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered Landlord reserves and at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator times shall have access to and the right to examine all books re-enter the Demised Premises in any emergency, and records of also during regular business hours to inspect the same, and to repair the Demised Premises. If the situation is not an emergency, Landlord and will make a good faith effort to notify the Tenant regarding before entering the Premises during such arbitrationDemised Premises. In the event During any repairs or entering of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same Demised Premises by Landlord, efforts will be made to not interfere with Tenant's business or to keep such interference to a minimum. If such work will interfere with Tenant's business, Landlord will make a good faith effort to have the work done after regular business hours. If repairs are going to take more than three (3) days, and if they will have a material adverse effect upon Tenant's use of the Demised Premises for its intended purpose, and if the need for the repairs was not caused by Tenant, then Minimum Base Rent shall xxxxx pro rata consistent with the portion of the Demised Premises which cannot be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested used by Tenant), plus 375 basis points.

Landlord’s Obligation. Except as hereinafter provided Landlord shall, at all times during the Lease Term, maintain in this Section 11.2 good condition and repair the Common Areas, restrooms in the Building, the foundation, slabs, roof structure and membrane, load-bearing and exterior walls of the Building, and (i) HVAC equipment, (ii) electrical system and equipment, including lighting fixtures in the Common Areas, and (iii) plumbing, pipes, and drains, and fixtures to the extent the items described in clauses (i), (ii) and (iii), serve both the Leased Premises and other portions of the Property. Landlord may hire a licensed HVAC contractor to regularly and periodically inspect and perform required maintenance on the HVAC equipment and systems serving the Leased Premises and/or the Building. Landlord may also hire a licensed roofing contractor to regularly and periodically inspect and perform required maintenance on the roof of the Building. Landlord shall not keep the Common Areas in a clean condition. Landlord shall regularly and periodically sweep and clean the driveways and parking areas. Landlord shall be required to responsible for removal of snow, leaves and debris in the driveways and parking areas. Unless necessitated by the acts or omissions of Tenant or any of the Tenant Parties, Landlord shall make any alterations, reconstructions, replacements, changes, additions, improvements necessary (x) structural repairs or repairs of any kind or nature whatsoever structural replacements to the Leased Premises and (y) repairs or replacements to (i) any portion thereof (including, without limitation, any portion of fire alarm and communication system in the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Leased Premises installed by Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all ii) any sprinkler system installed by Landlord in the Leased Premises; if any of the foregoing are necessitated by the "Major Repairs"). In this regardacts or omissions of Tenant or any of the Tenant Parties, Tenant shall prepare and deliver reimburse to Landlord for its review and approvalLandlord, an annual estimate (the "Building Estimate") promptly upon receipt of the expenses necessary for Major Repairs which Tenant believes should be made to applicable invoices, the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined cost incurred by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergencyconnection therewith. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements The provisions of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or subparagraph (b) shall in no way limit the yield on right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3, the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested costs incurred by Tenant)Landlord in performing such maintenance and/or inspections, plus 375 basis pointsand/or in making such repairs or replacements.

Landlord’s Obligation. Except as hereinafter provided (1) Landlord shall, at all times during the Lease Term, maintain in this Section 11.2 good condition and repair the Common Areas, the foundation, slabs, roof structure and membrane, load-bearing and exterior walls of the Building, and (i) HVAC equipment, and (ii) plumbing, pipes, and drains, to the extent the items described in clauses (i) and (ii), serve both the Leased Premises and other portions of the Property or are located outside the Leased Premises. Landlord may hire a licensed HVAC contractor to regularly and periodically inspect and perform required maintenance on the HVAC equipment and systems serving the Leased Premises and/or the Building. Landlord may also hire a licensed roofing contractor to regularly and periodically inspect and perform required maintenance on the roof of the Building. Landlord shall not be required to keep the Common Areas in a clean condition. Landlord shall regularly and periodically sweep and clean the driveways and parking areas. Unless necessitated by the acts or omissions of Tenant or any of the Tenant Parties, Landlord shall make any alterations, reconstructions, replacements, changes, additions, improvements necessary (x) structural repairs or repairs of any kind or nature whatsoever structural replacements to the Leased Premises and (y) repairs or replacements to (i) any portion thereof (including, without limitation, any portion of fire alarm and communication system in the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Leased Premises installed by Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all ii) any sprinkler system installed by Landlord in the Leased Premises; if any of the foregoing are necessitated by the "Major Repairs"). In this regardacts or omissions of Tenant or any of the Tenant Parties, Tenant shall prepare and deliver reimburse to Landlord for its review and approvalLandlord, an annual estimate (the "Building Estimate") promptly upon receipt of the expenses necessary for Major Repairs which Tenant believes should be made to applicable invoices, the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved cost incurred by Landlord in connection therewith. The provisions of this subparagraph (b) shall not be made; in no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3, the costs incurred by Landlord in performing such maintenance and/or inspections, and/or in making such repairs or replacements provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required capital repairs and replacements, the cost incurred by reason Landlord, including interest at a rate equal to the Standard Interest Rate, shall be amortized by Landlord over the useful life of such capital repairs or replacements, as determined in accordance with GAAP, and the monthly amortized cost of such capital repairs or replacements as so amortized shall be considered a Property Maintenance Cost (as defined in Paragraph 13.12(c) below). Notwithstanding the foregoing, if repairs or replacements of any lawof the foregoing are necessitated by the negligence or willful misconduct of Tenant or any of the Tenant Parties, ordinanceor Tenant’s breach of this Lease, regulation or order Tenant shall reimburse to Landlord, promptly upon receipt of governmental authority having jurisdiction (as determined the applicable invoices, the cost incurred by Landlord in its reasonable judgement) for connection therewith. Landlord will ensure that Tenant has the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated thereinbenefit, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply exclusive basis with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided of all applicable construction warranties in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater favor of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsLandlord.

Landlord’s Obligation. Except as hereinafter provided in this Pursuant to Section 11.2 4.02, ------------ --------------------- Landlord shall not be required provide normal and customary maintenance and upkeep of the Demised Premises and Building pursuant to make any alterationsa Service Contract. In addition to those items covered under the Service Contract (a listing of which is set forth on Exhibit F attached hereto), reconstructionsLandlord shall (i) keep the foundation, replacementsexterior --------- walls, changesroof, additionsgutters and downspouts, improvements or repairs of any kind or nature whatsoever heating and air conditioning and all other equipment relating to the Demised Premises in good condition and repair and make such modifications or any portion replacements thereof as may be necessary or required by law or ordinance, and (including, without limitation, any portion of ii) keep the Improvements or any FF&E) at any time during the Term of this Leaseparking area surface in good condition and repair. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, obtain at least one meeting of executive-level officers of Landlord and Tenant(3) bids for such work. In the event that the parties are still not able lowest bidder is an entity or individual related or affiliated with Landlord, Tenant shall have the right to reach agreement on the Building Estimate for consent to such party, which consent may be granted or withheld in Tenant's sole and absolute discretion. Tenant shall reimburse Landlord as "Additional Rent" any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions cost of the Building Estimate above work, except as they may have agreed upon and any matters not agreed upon provided in Section 16.14. Any such costs shall be referred the cost charged to arbitration. Pending the results of such arbitration Landlord, and shall not include any mark-up or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent fee by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and Said amounts shall not be subject to further review or appeal except as otherwise allowed due by applicable lawTenant unxxx Tenant has received acceptable documentation from Landlord supporting the costs (both amount and necessity) incurred by Landlord. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered Landlord reserves and at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator times shall have access to and the right to examine all books re-enter the Demised Premises in any emergency, and records of also during regular business hours to inspect the same, and to repair the Demised Premises. If the situation is not an emergency, Landlord and will make a good faith effort to notify the Tenant regarding before entering the Premises during such arbitrationDemised Premises. In the event During any repairs or entering of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same Demised Premises by Landlord, efforts will be made to not interfere with Tenant's business or to keep such interference to a minimum. If such work will interfere with Tenant's business, Landlord will make a good faith effort to have the work done after regular business hours. If repairs are going to take more than three (3) days, and if they will have a material adverse effect upon Tenant's use of the Demised Premises for its intended purpose, and if the need for the repairs was not caused by Tenant, then Minimum Base Rent shall abate pro rata consistent with the portion of the Demised Premises whixx xxnnot be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested used by Tenant), plus 375 basis points.

Landlord’s Obligation. Except If the Common Areas as hereinafter provided of the date upon which the Landlord’s Work is Substantially Completed do not comply in this Section 11.2 all material respects with all Applicable Laws, or if the Premises as of the date upon which the Landlord’s Work is Substantially Completed do not comply in all material respects with all Applicable Laws (to the extent that such Applicable Laws apply to the Premises prior to construction of the Tenant Improvements) then Landlord shall not be required liable to make Tenant for any alterationsdamages, reconstructionsbut as Tenant’s sole remedy, replacementsLandlord, changesat no cost to Tenant (including as Operating Expenses), additions, improvements shall perform such corrective work or repairs of take such other actions as may be reasonably necessary to cure any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of this Leaseviolation. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not be made; provided, however, responsible for any non-compliant condition that Landlord agrees that it will not withhold its consent with respect arises due to Major Repairs which are required by reason the construction of any lawof the Tenant Improvements, ordinancethe construction of any other Alterations by Tenant or the installation of any of Tenant’s furniture, regulation fixtures, equipment or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe and orderly operation property, or that are due to Tenant’s particular use of the Premises or the particular manner in which are required by the Franchise Agreement or which are required Tenant conducts its business in the case of Premises other than general office use. Subject to reimbursement as an emergency. If Operating Expense to the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period extent permitted pursuant to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord Article 5 and Tenant. In ’s obligations under the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Work Letter and Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration7.3.1 above, Landlord shall be entitled to designate any nationally recognized accounting firm responsible for (i) operating the Building in accordance with a hospitality division all Applicable Laws and the occupancy certificate issued for the Project and (ii) causing the structure of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitratorBuilding, the arbitrator shall be appointed by Building Systems, and the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party Common Areas to comply with all Applicable Laws. Subject to the arbitrator's decisionfollowing sentence, Landlord shall have the right to apply for and obtain a waiver or deferment of compliance, the arbitrator shall be empowered at the request of the other party right to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decisioncontest any violation in good faith, all at the expense of the non-complying party. To the maximum extent possibleincluding, but not limited to, the arbitrator right to assert any and the partiesall defenses allowed by Applicable Laws, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine appeal any decisions, judgments or rulings to the fullest extent permitted by Applicable Laws, and Landlord’s obligation to perform corrective work or take other action to cure a violation under this Section 7.3.2 shall not apply until after the exhaustion of any and all books rights to appeal or contest. Landlord, at its expense, after notice to Tenant, may contest by appropriate proceedings prosecuted diligently and records in good faith, the validity or applicability of any Applicable Laws with which Landlord and Tenant regarding is responsible for compliance hereunder, provided that (x) the condition which is the subject of such contest does not pose a danger to persons or property, (y) the certificate of occupancy or other occupancy permit for the Premises during or the Project is neither subject to being suspended nor threatened to be suspended by reason of non-compliance or otherwise by reason of such arbitration. In the event contest, and (z) Tenant is not subject to criminal penalty or to prosecution for a crime by reason of the receipt Landlord’s non-compliance or otherwise by Tenant reason of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraphsuch contest. Landlord shall keep Tenant advised as to the status of any such proceedings and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for indemnify Tenant against liability in connection with such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% contest or (b) the yield on the tennon-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointscompliance.

Landlord’s Obligation. Except as hereinafter provided in this Section 11.2 Landlord shall not repair, maintain in good and tenantable condition and replace, as necessary, the roof, exterior walls and structural parts of the Premises (including the structural floor), and all utility installations serving the Premises on a nonexclusive basis (except where the appropriate utility company performs such duties) or that fonm a centralized air conditioning system serving the Premises on a nonexclusive basis . In no event shall Landlord be required to make repairs or replacements necessitated by the negligence or willful acts of Tenant or anyone claiming under Tenant, because of the failure of Tenant to perfonm or observe any alterationsterm or condition of this Lease, reconstructionsor because of improvements or alterations made by Tenant, all of which shall be Tenant's obligation to repair or replace at its sole cost and expense . Landlord shall be under no obligation to repair, replace or maintain the Premises or the mechanical equipment exclusively serving the Premises at any times, all of which repairs, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever maintenance shall be Tenant's obligation to repair at its sole cost and expense . Notwithstanding anything to the Premises or any portion thereof (including, without limitation, any portion of the Improvements or any FF&E) at any time during the Term of contrary contained in this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements or additions to the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by Landlord shall not in any way be made; providedliable to Tenant for failure to make repairs as herein specifically required of Landlord unless Xxxxxx has previously notified Landlord in writing of the need for such repairs and Landlord has failed to commence and complete said repairs within a reasonable period following receipt of Tenant's notification . As used in this Section 9 , however"exterior walls" shall exclude storefronts, that Landlord agrees that it will not withhold its consent with respect to Major Repairs which are required by reason plate glass, window cases or window frames, doors or doorframes, security grilles or similar enclosures . The definition of any law, ordinance, regulation or order of governmental authority having jurisdiction (as determined Common Area Expenses includes all work performed by Landlord in its reasonable judgement) for the continued safe and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying accordance with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration9 . Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless the same are set forth in a previously approved Building Estimate or are specifically required by Landlord or otherwise required in case of emergency as aforesaid2 . With respect to any such matter to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Landlord or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of the same by Landlord, Base Rent shall be adjusted as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis points.9.3

Landlord’s Obligation. Except Landlord shall keep, maintain, repair and replace the exterior of the Premises (except those exterior portions and components thereof which are to be maintained and repaired by Tenant, as hereinafter hereinabove provided in Section 16.1), all structural elements of the Premises and Building (whether interior or exterior and including, without limitation, the foundations, supporting columns, load bearing walls, floors and floor slab and the roof structure), the Condenser Water System and the HVAC System, and all Building Systems in good condition and repair, ordinary wear and tear excepted, and shall have the right of entry onto the Premises at all times for the purpose of performing same. All costs associated therewith shall be either a Building Common Expense, or a Downtown Celebration Common Expense, as applicable. In no event, however, shall Landlord be liable for damages or injuries arising from the failure to make said repairs, nor shall Landlord be liable for damages or injuries arising from defective workmanship or materials in making any such repairs. Landlord shall have no obligation to repair until a reasonable time after the receipt by Landlord of written notice of the need for repairs. Tenant waives the provision of any law, or any right Tenant may have under common law, permitting Tenant to make any repair at Landlord's expense. In no event shall Landlord be required to make any repairs to, or replacements of, the Condenser Water System, the HVAC System, the exterior or structural elements of the Premises, including, without limitation, the roof over the Premises, any Building systems or any other portion of the Premises, the Building or Downtown Celebration, if necessitated by reason of acts or omissions of Tenant, its employees, agents, contractors, customers, licensees, or invitees, and if Landlord shall elect to perform any such repairs, Landlord may add the cost of such repairs to the Rents otherwise due pursuant to this Section 11.2 Lease and the same shall be due and payable on demand as Additional Rent. In addition, Landlord shall not be required to maintain, or to make any alterationsrepairs to, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitationreplacements of, any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairs, alterations, improvements, renewals, replacements fixtures or additions to equipment installed within the Premises, structure, roof or exterior facade, and to its mechanical, electrical, heating, ventilating air conditioning, plumbing and vertical transportation systems (all of the foregoing the "Major Repairs"). In this regard, Tenant shall prepare and deliver to Landlord for its review and approval, an annual estimate (the "Building Estimate") of the expenses necessary for Major Repairs which Tenant believes should be made to the Premises for the following Lease Year, which Building Estimate shall be submitted to Landlord for its review and approval not later than sixty (60) days prior to the commencement of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable to this Section 11.2 and any Major Repairs not approved by if Landlord shall not be made; provided, however, that Landlord agrees that it will not withhold its consent with respect elect to Major Repairs which are required by reason of any law, ordinance, regulation maintain or order of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) for the continued safe to repair and orderly operation of the Premises or which are required by the Franchise Agreement or which are required in the case of an emergency. If the Landlord does not approve the Building Estimate or any Major Repair contemplated therein, the parties shall attempt in good faith during the subsequent thirty (30) day period to resolve any disputes, which attempts shall include, if requested by either party, at least one meeting of executive-level officers of Landlord and Tenant. In the event that the parties are still not able to reach agreement on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of this Section 11.2, the parties shall adopt such portions of the Building Estimate as they may have agreed upon and any matters not agreed upon shall be referred to arbitration. Pending the results of such arbitration or the earlier agreement of the parties, no Major Repairs shall be made unless replace the same are set forth as provided in a previously approved Building Estimate Section 16.1 above, or are specifically required by Landlord or otherwise required in case of emergency as aforesaid. With respect to any such matter to be submitted to arbitration, if Landlord shall be entitled requested to designate any nationally recognized accounting firm with a hospitality division of which Landlord maintain, repair or an Affiliate of Landlord is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after written demand for arbitration is received or sent by Landlord. In the event Landlord fails to make such designation within such fifteen (15) day period, Tenant shall be entitled to designate any nationally recognized accounting firm with a hospitality division of which Tenant or an Affiliate of Tenant is not a significant client to serve as arbitrator of such dispute within fifteen (15) days after Landlord fails to timely make such designation. In the event no nationally recognized accounting firm satisfying such qualifications is available and willing to serve as arbitrator, the arbitrator shall be appointed by the American Arbitration Association from among the members of its panel who are qualified and who have experience in resolving matters of a nature similar to the matter to be resolved by arbitration. In any event a single arbitrator shall be designated and shall resolve the dispute. The arbitrator's decision shall be binding on all parties and shall not be subject to further review or appeal except as otherwise allowed by applicable law. Upon failure of either party to comply with the arbitrator's decision, the arbitrator shall be empowered at the request of the other party to order such compliance by the non-complying party and to supervise or arrange for the supervision of the non-complying party to comply with the arbitrator's decision, all at the expense of the non-complying party. To the maximum extent possible, the arbitrator and the parties, and the American Arbitration Association, if applicable, shall take any action necessary to ensure that the arbitration shall be concluded within ninety (90) days following such dispute. The fees and expenses of the arbitrator shall be shared equally by the Landlord and the Tenant. Unless otherwise agreed to in writing by the parties or required by the arbitrator or the American Arbitration Association, if applicable, arbitration proceedings hereunder shall be conducted in the state where the Premises are located. Notwithstanding formal rules of evidence, each party may submit such evidence as each party deems appropriate to support its position and the arbitrator shall have access to and the right to examine all books and records of Landlord and Tenant regarding the Premises during such arbitration. In the event of the receipt by Tenant of a governmental order or other circumstances ascribed in the preceding sentence, Tenant shall promptly deliver the same to Landlord. The cost of Major Repairs shall be borne by Landlord and upon funding of replace the same by LandlordTenant (and Landlord shall elect, Base Rent in its sole and absolute discretion, to do so), Landlord may add the cost of such repairs to the Rents otherwise due and payable under this Lease and the same shall be adjusted due and payable on demand as hereinafter provided in this paragraph. Landlord and Tenant acknowledge and agree that in the event that funding is necessary for Major Repairs, Landlord shall provide the funds required for such expenditures ("Additional Capital Investment") and Base Rent shall be increased by the amount necessary to provide a per annum yield on the Additional Capital Investment equal to the greater of (a) ten percent 10.00% or (b) the yield on the ten-year U.S. Treasury Securities (at the time the Additional Capital Investment is requested by Tenant), plus 375 basis pointsRent.